Delray Beach General Counsel for Businesses and Property Owners

Delray Beach business owners tend to call a lawyer after something has already gone wrong: a partner stops answering questions about the books, a lease dispute lands in the mailbox, or a vendor claims a contract means something nobody intended. The better decision is usually made earlier, when you choose who will read the paper before you sign it. The Andrew M. Schwartz Legal Team handles business and real estate litigation and transactions for clients in Delray Beach and throughout Palm Beach County and Broward County, and our outside general counsel program is built for companies that want a litigator involved before a disagreement becomes a lawsuit.

Outside Delray Beach general counsel is a different arrangement from hiring a lawyer for one problem. The firm acts as the company’s standing legal resource, reviewing contracts, answering compliance and operational questions as they come up, and serving as registered agent. Because the lawyers advising you are also trial lawyers, the advice reflects how a document will read to a judge after the relationship has soured, which is the only reading that matters when a dispute arrives.

What an Outside General Counsel Relationship Covers for a Delray Beach Company

Most small and mid-sized companies in the Delray Beach area do not need a full-time in-house lawyer, but they do need someone who already knows their operating agreement, their lease terms, and who their partners are. A general counsel arrangement gives you that continuity. When a question comes up on a Tuesday afternoon, you are calling someone who has seen your documents, not explaining your business from scratch to a stranger.

The work is practical rather than ceremonial. It includes reviewing and negotiating commercial leases and vendor agreements, advising on how an operating agreement or shareholder agreement actually applies to a situation, handling landlord and tenant questions, and flagging risk in a transaction before the closing table. It also includes the quiet maintenance that keeps a company on solid footing, such as acting as the company’s registered agent so that service of process reaches a lawyer and not a forgotten mailbox.

The value shows up most clearly in what does not happen. Written terms that anticipate a buyout, a deadlock, or a departing owner give partners a script to follow when the relationship strains, and they frequently keep a disagreement out of court altogether. Our attorneys also handle mediation and arbitration, so when a dispute cannot be avoided, the same people who know your business can pursue the resolution that fits your goals and budget.

Why Choose the Andrew M. Schwartz Legal Team as Your Delray Beach Business Counsel

The Andrew M. Andrew M. Schwartz, the firm’s founder, was admitted to The Florida Bar in 1989 and has spent 37 years in litigation, with a career built around complex contract disputes, business divorces, and conflicts between partners, LLC members, and shareholders. He earned his undergraduate degree at Emory University in 1986 and his law degree at the University of Miami in 1989. Sundeep Nath, Senior Counsel, is a Northwestern-trained litigator with years of experience in business and real estate cases in both state and federal courts.

For a company choosing general counsel, that litigation background is the point. Contract enforcement and interpretation have been at the center of Mr. Schwartz’s practice throughout his career, so the agreements we help you draft and review are written with their eventual enforcement in mind. The firm’s recent record reflects that depth: after a five-day bench trial, the Broward County Circuit Court issued a 32-page final judgment awarding our client specific performance of a commercial real estate contract.

The firm practices as a true legal team, meaning everyone working on a matter knows the file and can respond when you call. We keep a strict 24 hour return call policy when we are in court or otherwise unavailable, and we schedule conference calls at times that work for everyone involved. A significant part of our practice also comes from referrals by other attorneys, including out of state lawyers whose clients have Florida disputes, which reflects how other lawyers view the quality of the work.

Legal Questions General Counsel Handles Before They Become Disputes

• Operating and Shareholder Agreements: These documents decide who controls the company when owners disagree. Provisions on buyouts, expulsion, transfer restrictions, and deadlock resolution are far easier to negotiate while everyone is still on good terms. Florida’s LLC statute lets an operating agreement supply its own deadlock sale mechanism, and a properly initiated one can take the place of a court-ordered dissolution, so the drafting has real consequences.
• Commercial Leases: Retail, office, and restaurant tenants in the Delray Beach area sign leases with personal guarantees, percentage rent, and default provisions that carry more weight than most owners realize. Reviewing the document before signing is far less costly than litigating it later.
• Contract Review and Negotiation: Purchase agreements, vendor contracts, construction contracts, and loan documents often turn on precise wording and on the parties’ history of dealing. General counsel catches ambiguous terms and one-sided remedies before they bind you.
• Landlord and Tenant Compliance: Florida’s residential landlord-tenant statute sets strict notice mechanics. A nonpayment demand gives the tenant three days, excluding weekends and court-observed holidays, and an incurable violation allows a seven-day notice to vacate. Getting the notice wrong can force a landlord to start over.
• Co-Ownership of Real Estate: Investors, siblings, and former partners who hold property together benefit from a written agreement on how decisions are made and how an exit works. Without one, any co-owner can ask a court for partition, which can end in a forced sale.
• Family and Closely Held Businesses: Companies owned by relatives or longtime friends raise questions about control, compensation, and succession that are easier to settle in a planning conversation than in a courtroom.
• Registered Agent and Compliance Questions: Serving as registered agent means legal papers reach the lawyers who already know your company, and routine compliance questions get answered without opening a new engagement each time.

What to Do When a Delray Beach Business Problem Is Already Developing

If a dispute is already forming, start by gathering the documents that govern the relationship: the operating agreement or shareholder agreement, the lease or contract at issue, financial statements, bank records, and the emails or messages that show how the parties actually behaved. Do this before you confront anyone. Pull together a clear timeline of what was promised, what was paid, and when things changed. If you suspect money is being diverted, avoid moving or spending funds yourself in response; preserve records and let counsel decide whether emergency relief is warranted.

Deadlines drive more decisions than people expect. Florida gives five years to sue on a contract founded on a written instrument and four years for an oral or implied contract. A fraud claim runs four years from discovery, subject to a 12-year outer limit, and a negligence claim accruing after March 24, 2023 must be filed within two years. Specific performance carries a one-year period, which is why a buyer or seller who wants a real estate contract enforced cannot afford to wait. Professional malpractice claims also run two years from when the claim was or should have been discovered.

Where a case is filed depends on the amount and the nature of the claim. Palm Beach County disputes are heard in the Fifteenth Judicial Circuit, and Broward County disputes in the Seventeenth. Claims above the county court ceiling belong in circuit court, and the Seventeenth Circuit operates complex business divisions for dissolution of certain business entities and large commercial litigation. Palm Beach County has a South County Courthouse in Delray Beach, while the main civil dockets sit in West Palm Beach. Federal cases from either county go to the Southern District of Florida, which holds court in West Palm Beach and Fort Lauderdale among other places.

The most common mistake is waiting. Owners often spend months hoping a problem resolves itself while evidence goes stale and a limitations clock runs. A close second is signing a settlement or buyout term sheet without having the underlying agreement analyzed. A call to counsel early costs far less than repairing a position you have already weakened.

When Co-Owners Cannot Agree: Dissolution, Buyouts, and Partition

General counsel work frequently brings the firm into the mechanics of owner separation, so it helps to know what Florida law offers. For an LLC, a circuit court may order dissolution when the owners are deadlocked and irreparable injury to the company is threatened or occurring, when it is no longer reasonably practicable to operate under the operating agreement, when controlling members are acting illegally or fraudulently, or when assets are being misappropriated or wasted. In those proceedings the court can appoint a receiver or custodian after a hearing, or order a purchase of the petitioning member’s interest instead of dissolving the company.

Corporations follow a parallel framework. When a shareholder petitions for dissolution, the corporation or the other shareholders can elect to buy the petitioner’s shares at fair value. If the parties agree on value and terms within 60 days of the first election, the court enters an order on those terms, and the election cannot be withdrawn unless the court finds it equitable. A court handling these cases can also issue injunctions and preserve corporate assets while the case is pending.

Real estate held by former partners, relatives, or investors raises its own remedy. Partition actions in Florida are brought in the circuit court’s equity jurisdiction, and the court may divide the land or, when division would prejudice the owners, order a public sale and split the proceeds by ownership share. Inherited property held among relatives can fall under the Uniform Partition of Heirs Property Act, which adds protections before a forced sale. Quiet title actions address competing ownership claims, and a plaintiff generally must trace title back at least seven years.

Questions Delray Beach Business Owners Ask About General Counsel

What is outside general counsel?

It is an arrangement in which a law firm serves as your company’s ongoing legal advisor without the cost of a salaried in-house attorney. The firm handles contracts, compliance questions, and operational issues as they arise and acts as registered agent for the company.

How is general counsel different from hiring a lawyer when a problem arises?

A one-time engagement starts from zero each time. A general counsel relationship means the lawyers already know your company, your agreements, and your owners, so advice is faster and better informed, and problems are often caught before they become disputes.

Can general counsel help prevent a partnership dispute?

Often, yes. Clear provisions on buyouts, deadlock, capital contributions, and owner departure give co-owners a defined path when they disagree. Having a litigator review those terms means they are drafted with how a court would enforce them.

Does my company need a registered agent, and can the firm serve as one?

Florida entities must maintain a registered agent to receive legal papers. Through our general counsel program, the firm serves in that role, so lawsuits and official notices reach attorneys who can act on them quickly.

What happens if I wait too long to bring a contract claim?

The claim may be barred. A claim on a written contract has a five-year limit, an oral or implied contract four years, and a suit for specific performance only one year. Which period applies depends on the facts, so have the dates reviewed early.

When can a Florida court dissolve an LLC?

On a member’s or manager’s petition, a court may dissolve an LLC for grounds such as unlawful conduct, impracticability of operating under the agreement, illegal or fraudulent conduct by those in control, misappropriation or waste of assets, or a deadlock causing irreparable injury. The court may order a buyout instead of dissolution.

Can a partner’s misuse of company money be stopped quickly?

In urgent situations a court can issue temporary injunctive relief to prevent assets from being moved or spent while the case proceeds. Claims for an accounting, breach of fiduciary duty, and recovery of funds can proceed alongside that request.

Should I have a lawyer review a commercial lease before I sign?

Yes, particularly if it contains a personal guarantee, a default clause with short cure periods, or an unusual rent structure. Leases are heavily negotiated documents, and changes are far easier to obtain before signature than after a default.

Do I have to live in Florida to retain your firm for a Delray Beach matter?

No. We regularly represent clients from New York, New Jersey, and Connecticut who own businesses or real estate here. We handle the local court appearances and keep you informed so you do not have to travel for each hearing.

Does every business dispute end up in court?

No. Many are resolved through negotiation, mediation, or arbitration. Our attorneys are experienced in those processes and in courtroom litigation, and we pursue the route most likely to meet your goals efficiently.

How quickly will the firm respond when I have a question?

We answer the phone when you call, and if we are in court or otherwise unavailable, a strict 24 hour return call policy applies. Because the firm works as a team, someone familiar with your file can usually respond even when one attorney is unavailable.

Serving Delray Beach General Counsel Clients Across Palm Beach and Broward Counties

We also work with companies and property owners throughout Palm Beach County, from Jupiter and Palm Beach Gardens to Royal Palm Beach and Greenacres.

To the south, we serve businesses in Broward County, including Deerfield Beach, Pompano Beach, Coconut Creek, Coral Springs, Parkland, Fort Lauderdale, Plantation, and Hollywood. Whether a company operates a storefront on Atlantic Avenue, manages investment property in Broward, or is owned by partners who live in New York, New Jersey, or Connecticut, we advise on the contracts, leases, and ownership questions that arise across South Florida.

Speak With a Delray Beach General Counsel Attorney Before the Next Dispute Starts

If you are looking for a Delray Beach general counsel attorney who can advise your company day to day and also try the case if it comes to that, the Andrew M. Schwartz Legal Team can help. Call to discuss how an outside general counsel arrangement would work for your business, or to talk through a dispute that is already taking shape.

Whether you need a contract reviewed, an owner agreement drafted, a registered agent, or a lawyer who understands how business divorces and real estate disputes actually unfold, we welcome the conversation. Contact our team to schedule a consultation.