Delray Beach Partnership Dispute Attorney

Most partnership fights end in one of three places: a negotiated buyout, a court-supervised separation, or a company that limps along until nothing is left to fight over. The Andrew M. Schwartz Legal Team helps business owners reach the first two outcomes and avoid the third. The firm handles business divorce, LLC member disputes, shareholder conflicts, and missing-money cases for clients in Delray Beach, Palm Beach County, and Broward County, and it works from the position that the right result is the one that serves the client’s goals and budget.

If you are searching for a Delray Beach partnership dispute attorney, you are probably past the stage of arguing over email. Maybe a co-owner has stopped sharing financial records, distributions have dried up, or management is deadlocked and no decision can be made. The legal tools available depend on how the business is organized, what the operating or shareholder agreement says, and what your partner has actually done. Those three variables drive almost everything that follows.

What Florida Law Allows When Owners Cannot Agree

For limited liability companies, Florida gives a court several grounds for dissolving the company at the request of a manager or member. These include conduct of the company’s affairs unlawfully, a situation in which it is no longer reasonably practicable to operate under the articles and operating agreement, illegal or fraudulent conduct by those in control, misappropriation or waste of company assets that causes injury, and a deadlock among managers or members that cannot be broken while irreparable injury to the company is threatened or occurring. Notably, the court is not limited to the all-or-nothing choice of dissolving the company. On a showing of sufficient merit, it can appoint a receiver or custodian, or order that a petitioning member’s interest be purchased. A hearing with notice to the parties comes before any receiver or custodian is appointed.

One wrinkle matters a great deal in practice: if your operating agreement contains a deadlock sale mechanism (often called a buy-sell or shotgun clause) and one owner starts it before the court finds that deadlock grounds exist, that contractual process applies in place of a judicial dissolution order or court-ordered buyout, so long as it is then carried through. Reading the agreement before filing anything is not a formality. It can determine which forum and which remedy you end up in.

Corporations and their shareholders have a parallel framework. A circuit court can dissolve a corporation or order another remedy, including when a corporation has abandoned its business and failed within a reasonable time to liquidate and dissolve. When a shareholder petitions for dissolution on the statutory grounds, the corporation, or if it does not act, one or more other shareholders, may elect to buy the petitioner’s shares at fair value. If the parties agree on value and terms within 60 days after the first election is filed, the court enters an order directing that purchase. An election to purchase is irrevocable unless the court finds it equitable to set it aside or modify it. The corporation must also notify the other shareholders within 30 days of the proceeding’s start that they can avoid dissolution by buying out the petitioner. During the case, the court can issue injunctions, appoint a receiver or custodian, and take other steps to preserve corporate assets.

Why Choose the Andrew M. Schwartz Legal Team for a Partnership Dispute

The Andrew M. Schwartz Legal Team represents business owners, investors, and families in some of South Florida’s hardest business and real estate disputes, serving clients in Delray Beach, Boca Raton, West Palm Beach, Fort Lauderdale, and throughout Palm Beach and Broward Counties.

Andrew M. Schwartz, the firm’s founder, has spent 37 years in litigation and has practiced in Florida since being admitted to The Florida Bar in 1989. He earned his undergraduate degree at Emory University in 1986 and his law degree at the University of Miami in 1989. His career has been built around contract disputes, business divorces, and conflicts among partners, LLC members, and shareholders. 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, which matters when a dispute can be filed in either system.

The firm practices as a true legal team, meaning everyone working on your matter knows the file and can respond when you call. There is a strict 24 hour return call policy when attorneys are in court. The attorneys are experienced in mediation and arbitration as well as courtroom litigation, and the firm looks for the resolution that fits the client’s goals and budget rather than prolonging a case for its own sake. On the trial side, the firm recently obtained a 32-page final judgment after a 5-day bench trial in Broward County Circuit Court awarding its client specific performance of a commercial real estate contract, a result that reflects the preparation these document-heavy disputes demand.

Situations That Lead to a Partnership Dispute

• Deadlocked Management: Two 50 percent owners disagree on a major decision and neither can outvote the other. Florida’s LLC statute treats an unbreakable deadlock that threatens irreparable injury as a ground for judicial relief, but many operating agreements supply their own deadlock procedure first.
• Buyouts and Valuation Fights: One owner wants out, or wants the other out, and the real dispute is what the interest is worth. Fair value, discounts, and who controls the financial records often decide the outcome.
• Breach of Operating or Shareholder Agreements: A partner ignores capital call provisions, competes with the company, or bypasses required approvals. These cases turn on the exact wording of the agreement and the parties’ course of dealing.
• Breach of Fiduciary Duty: A manager or controlling owner self-deals, favors a side business, or squeezes out a minority owner. Remedies can include damages, an accounting, and removal from management.
• Missing or Diverted Funds: Unpaid distributions, commingled accounts, unexplained transfers, and disputed capital contributions. Where assets are at risk of being moved, emergency injunctive relief may be available while the case is pending.
• Family and Friend Businesses: Siblings who inherited a company, parents and children who disagree on its future, or in-laws who share ownership. These disputes require discretion alongside firm protection of the client’s financial interests.
• Jointly Owned Real Estate: Partners who hold property together may need a partition action, which in Florida proceeds in chancery under Chapter 64, or a quiet title action to resolve competing claims of ownership.
• Minority Owner Freeze-Outs: A majority stops paying distributions, cuts a minority owner out of information, or changes compensation to drain value. Dissolution, buyout, and fiduciary claims may all be on the table.

What to Do When a Partnership Starts Coming Apart

Start by gathering the governing documents: the operating agreement or shareholder agreement, articles of organization or incorporation, any amendments, and any side agreements or buy-sell contracts. Then pull the financial record as far as you can lawfully reach it, including tax returns, bank statements, distribution history, capital contribution records, and the emails or messages in which key decisions or promises were made. Do not take documents you are not entitled to see, and do not delete anything. Preserving evidence protects you, and destroying it can hurt you badly later.

Keep deadlines in mind, because they differ by claim. A lawsuit founded on a written instrument, such as a written operating agreement, must be filed within five years. A contract claim that is not founded on a written instrument has a four-year period. Fraud claims run four years from discovery, with an outer limit of 12 years, and an action to rescind a contract has four years. A specific performance action has only one year. The clock for each claim starts at different moments, so a single dispute can involve several timelines at once.

Be careful about self-help. Locking a partner out, moving company funds, or changing account access on your own can create counterclaims. If money is leaving the business right now, say so early, because a court can issue injunctive relief to stop assets from being moved or spent while the case proceeds. Palm Beach County disputes are heard in the Fifteenth Judicial Circuit, which sits in and for Palm Beach County, and Broward County disputes are heard in the Seventeenth Judicial Circuit, which sits in and for Broward County. Claims above the county court’s dollar limit belong in circuit court. The Seventeenth Circuit also maintains complex business divisions that handle matters such as dissolution of certain business entities and large business litigation, and a case can be directly filed into one under that circuit’s administrative order. Federal court in the Southern District of Florida, which sits in West Palm Beach and Fort Lauderdale among other places, may also be an option when jurisdictional requirements are met.

Finally, talk to a Delray Beach business litigation attorney before you send a demand letter or confront your partner. What you say first often frames everything that follows, and the best path may be a negotiated separation rather than a lawsuit.

Partition, Title, and the Real Estate Side of a Business Split

Partnerships frequently own property together, and when the relationship ends the real estate has to be dealt with too. In a Florida partition action, the complaint must describe the land, name the owners and their places of residence, and state each owner’s share. If the court orders partition, it appoints three commissioners, selected by the parties if they agree. When the commissioners report that the property cannot be divided without prejudice to the owners, the court may order a public sale to the highest bidder and divide the proceeds in proportion to each owner’s interest. A sale on credit is possible for good cause, but at least one-third of the purchase money must be paid down unless all parties consent otherwise.

Where the co-owners are relatives who inherited property, a separate set of rules, Florida’s Uniform Partition of Heirs Property Act, may apply instead. It protects family co-owners from forced sales by requiring a different analysis before the court orders property sold. Quiet title actions are also filed in chancery, may be brought in any county where part of the land lies, and generally require the plaintiff to trace title for at least seven years back unless the court orders otherwise.

Common Questions About Partnership Disputes in Delray Beach

What counts as a partnership dispute?

It is any conflict among co-owners of a business, whether they hold interests as general partners, LLC members, or shareholders. Typical triggers include deadlock, disputes over profits and distributions, alleged self-dealing, and one owner wanting out.

Can a partner be forced out of an LLC?

It depends on the operating agreement and the conduct involved. Many agreements include buyout, expulsion, or dissociation provisions, and Florida law provides court remedies in cases of serious misconduct or when the company can no longer function. Reviewing the agreement is the first step.

What happens if my partner is taking company money?

You may have claims for breach of fiduciary duty, an accounting, conversion, and recovery of the funds. If assets are being moved or spent, a court can order injunctive relief while the dispute is pending.

What is a business divorce?

It is the separation of co-owners of a company. It can be resolved through a negotiated buyout, a sale of the business, a structured wind-down, or court-ordered dissolution if the owners cannot agree.

Does the dispute have to go to court?

No. Many disputes resolve through negotiation, mediation, or arbitration, and some operating agreements require one of these steps before suit. The firm’s attorneys are experienced in alternative dispute resolution as well as litigation.

How long do I have to sue my business partner?

For claims founded on a written agreement, the period is five years. Oral or implied contract claims have four years, and a specific performance claim has one. Fraud runs four years from discovery, capped at 12 years. Because the right deadline depends on the claim, confirm timing early.

What if our operating agreement has a buy-sell or shotgun clause?

If either owner starts the contractual deadlock sale before a court determines that deadlock grounds exist, that process applies in place of judicial dissolution or a court-ordered buyout, provided it is carried through. The mechanics, valuation method, and timing in your agreement matter enormously.

Can a court appoint someone to run the company during the case?

Yes. On a showing of sufficient merit, Florida courts can appoint a receiver or custodian for an LLC after notice and a hearing, and in a corporate dissolution case they can appoint one, issue injunctions, and take other steps to preserve assets and keep the business operating until a full hearing.

Is a partnership dispute worth litigating if the business is small?

Often the answer turns on what is recoverable versus what it costs to get there. A frank early assessment of value, the strength of the documents, and the likelihood of settlement can point toward mediation or a negotiated buyout instead of a full trial.

I live in New York, New Jersey, or Connecticut. Can you handle my Florida business dispute?

Yes. The firm regularly represents clients from those states who have business or real estate interests in South Florida. The team handles the local court proceedings and keeps you informed so you do not need to travel for every hearing.

Does your firm work with other attorneys on referrals?

Yes. A significant part of the practice comes from referrals by other lawyers, including out-of-state attorneys whose clients have Florida disputes. The firm communicates with referring counsel throughout and respects that relationship.

Can partnership problems be addressed before they become lawsuits?

Often, yes. Through its outside general counsel program, the firm helps businesses with contracts, compliance, and operational questions, and having a litigator review agreements early can prevent many of the disputes described above.

Serving Partnership Dispute Clients From Delray Beach Across South Florida

The firm’s partnership dispute work starts in Delray Beach and extends through Palm Beach County, including Boca Raton, Boynton Beach, Highland Beach, Lantana, Lake Worth, West Palm Beach, Wellington, Royal Palm Beach, Jupiter, Palm Beach Gardens, and Belle Glade. Into Broward County, the team represents business owners in Deerfield Beach, Coconut Creek, Pompano Beach, Coral Springs, Parkland, Fort Lauderdale, Plantation, and Hollywood. Many clients live out of state in New York, New Jersey, and Connecticut but co-own a South Florida business or property with a partner here, and the team handles the Florida side of those disputes from start to finish.

Speak With a Delray Beach Partnership Dispute Lawyer

When a co-owner’s conduct puts your company, your investment, or your property at risk, the choices you make early shape what is possible later. The Andrew M. Schwartz Legal Team can review your agreements, explain which remedies fit your facts, and help you decide whether to negotiate, mediate, or litigate. Call to speak with a Delray Beach partnership dispute lawyer about your situation and get a clear read on your options.