Florida Breach of Fiduciary Duty Attorney

Most fiduciary disputes end in one of three places: money returned to the company or the owner it was taken from, a negotiated exit on fair terms, or a court order that stops the conduct and fixes responsibility. The Andrew M. Schwartz Legal Team is a business and real estate litigation firm serving Palm Beach County, Broward County, and the rest of South Florida, and it represents partners, LLC members, shareholders, and family co-owners looking for a Florida breach of fiduciary duty attorney who can get them to one of those outcomes.

A fiduciary claim is not the same thing as a breach of contract claim, and the difference changes how the case is built. A contract claim asks whether someone failed to do what a written agreement required. A fiduciary claim asks whether someone who held a position of trust, such as a manager, a controlling member, a partner, or an officer, used that position to benefit himself or herself at the expense of the people who relied on them. The conduct can be perfectly consistent with the literal words of an operating agreement and still be a breach. It can also be a breach that the agreement never anticipated.

That distinction also separates fiduciary claims from fraud and from negligence. Fraud centers on a false statement and reliance. Negligence centers on carelessness. A fiduciary claim centers on loyalty and candor: self-dealing, concealment, diversion of opportunities, and decisions made for the controlling owner’s benefit rather than the company’s.

Why Clients Choose the Andrew M. Schwartz Legal Team for Fiduciary Duty Disputes

The Andrew M. Founder Andrew M. Schwartz 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 among partners, LLC members, and shareholders. He earned his undergraduate degree from Emory University in 1986 and his law degree from the University of Miami in 1989. Senior Counsel Sundeep Nath, a Northwestern-trained litigator, brings years of experience in business and real estate cases in both state and federal courts.

Fiduciary cases are won on documents, account records, and the history of how the owners actually dealt with one another, so the way a firm staffs a file matters. This firm practices as a true legal team, meaning everyone working on a matter knows the file and can respond when a client calls. A strict 24 hour return call policy applies when an attorney is in court or otherwise unavailable. The firm is experienced in mediation and arbitration as well as courtroom litigation, and it looks for the resolution that fits the client’s goals and budget rather than prolonging a case for its own sake.

The firm’s trial work includes a five-day bench trial in Broward County that ended in a 32-page final judgment awarding the client specific performance of a commercial real estate contract. That result was a contract case, not a fiduciary one, but it reflects the kind of detailed, record-driven trial preparation these disputes demand. Many of the firm’s clients live in New York, New Jersey, and Connecticut and own interests in South Florida businesses or property; the firm handles the local court appearances so those clients do not have to travel for every hearing. Other attorneys also refer matters to the firm, including out of state lawyers whose clients have disputes in Florida.

Situations That Give Rise to Fiduciary Duty Claims

• Diverted company funds: A manager or controlling member pays personal expenses from company accounts, moves money to an affiliated entity, or commingles business and personal funds. These cases often start with an accounting claim and may support emergency relief to freeze assets.
• Self-dealing transactions: A partner causes the company to lease property from, buy services from, or sell assets to an entity he or she secretly owns, at terms that favor the insider.
• Squeeze-outs of minority owners: Majority owners cut off distributions, remove a minority member from management, dilute ownership, or redirect business to a new entity, leaving the minority holder with shares that pay nothing.
• Usurped business opportunities: An owner takes a contract, customer, or property deal that belonged to the company and routes it to a separate venture.
• Failure to disclose or account: Managers refuse to produce financial records, hide the true financial condition of the company, or cannot explain where money went.
• Family business conflicts: Siblings who inherited a company, parents and children with different visions, or in-laws sharing ownership face the same loyalty questions, with the added weight of family relationships.
• Waste and mismanagement of assets: Controlling owners let company property deteriorate, overpay themselves, or spend company money in ways that serve no business purpose. Florida’s LLC statute recognizes misappropriation or waste of assets causing injury as a ground for judicial dissolution.
• Real estate co-ownership abuses: A co-investor collects rents or sale proceeds from a jointly owned property and keeps them, or encumbers the property without the other owners’ knowledge.

What to Do When You Suspect a Partner or Manager Is Breaching Their Duty

Start by preserving evidence before anyone knows you are looking. Bank statements, tax returns, K-1s, general ledgers, operating or shareholder agreements, amendments, emails, text messages, and meeting minutes are the raw material of a fiduciary case. If you still have access to company accounting software or shared drives, copy what you are entitled to see. Do not take documents you have no right to, and do not log into systems you have been locked out of; improper self-help can hand the other side a counterclaim and distract from the real issue.

Next, read your governing documents closely. Operating agreements and shareholder agreements often modify how fiduciary duties work, set information rights, require notice before certain transactions, or contain buyout and deadlock provisions. Some include arbitration or mediation clauses that decide where the dispute is heard. Others contain a deadlock sale mechanism, which can take priority over a judicial dissolution order if it is initiated before the court finds that deadlock grounds exist. Knowing what your agreement says before you make a demand keeps you from taking a position that undercuts your own case.

Watch the clock. Florida’s limitations periods depend on how the claim is framed. A claim founded on a written instrument carries a five-year period, an oral or implied contract claim carries four years, and a fraud claim runs four years from discovery, subject to an outer limit of 12 years. Negligence-based claims are now limited to two years for causes of action accruing after March 24, 2023. Fiduciary claims frequently overlap with several of these theories, and which period applies can be contested, so waiting to see how things develop is a risky strategy.

If money is actively leaving the company, the question becomes whether to seek emergency relief. Florida courts can issue temporary injunctions to stop assets from being moved or spent while a case is pending, and in dissolution proceedings a court may appoint a receiver or custodian after notice and a hearing. These remedies require a factual showing, so the quality of the documents you gathered early often decides whether they are available.

Business cases in this market are filed in the circuit court for the county where the dispute arises: the Fifteenth Judicial Circuit for Palm Beach County and the Seventeenth Judicial Circuit for Broward County. Because circuit courts hear claims above the county court threshold, most fiduciary cases land there. The Seventeenth Circuit also maintains a complex business division that handles, among other things, certain business entity dissolutions and large business litigation. Cases with federal jurisdiction may be heard in the U.S. District Court for the Southern District of Florida, which holds court in Fort Lauderdale and West Palm Beach. Choosing the right forum, and the right procedural path into it, is part of the early strategy.

How Fiduciary Claims Connect to Dissolution, Buyouts, and Accountings

A fiduciary claim rarely stands alone. It usually sits alongside a demand for an accounting, a claim for return of funds, and a request to change who controls the company or to end the relationship altogether. Understanding how these pieces fit together shapes what outcome you ask for.

For LLCs, Florida’s statute allows a member or manager to petition for judicial dissolution on specific grounds, including that the company’s activities are being conducted unlawfully, that it is not reasonably practicable to operate under the operating agreement, that controlling members have acted or are expected to act illegally or fraudulently, that assets are being misappropriated or wasted to the company’s injury, or that the owners are deadlocked and irreparable injury is threatened. When those grounds are shown, a court may appoint a receiver or custodian or order a purchase of the petitioning member’s interest. The same facts that prove a fiduciary breach often prove one of these grounds.

Corporations follow a parallel framework. A shareholder who petitions for dissolution on certain grounds may find that the corporation or other shareholders elect to buy out the petitioner 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 the purchase on those terms; otherwise the court determines fair value. An election to buy is irrevocable unless the court finds it equitable to set it aside or modify it. In these proceedings the court can also issue injunctions, appoint a receiver or custodian, and take other steps to preserve corporate assets until a full hearing. For a minority owner, this structure means a fiduciary case can be a path to a fair exit as much as a path to damages.

Real property adds another layer. When co-owners of real estate can no longer agree, Florida’s partition statutes let a court divide the property or order it sold and the proceeds divided. Title disputes and quiet title actions can clear competing claims. If a fiduciary used his or her position to move property into a different name, the fiduciary claim and the title claim are often pursued together.

Common Questions About Florida Fiduciary Duty Claims

What is a breach of fiduciary duty in a Florida business?

It is a violation of the loyalty and candor owed by someone in a position of trust, such as a manager, controlling member, partner, or officer, to the company and its other owners. Typical examples include self-dealing, concealing financial information, diverting company money, and taking opportunities that belong to the business.

How is this different from a breach of contract claim?

A contract claim depends on a promise in an agreement. A fiduciary claim depends on the relationship itself and can exist even where the agreement is silent. The two are often pleaded together, but they can lead to different remedies and different limitations questions.

Who can be sued for breaching a fiduciary duty?

Managers, managing members, officers, directors, general partners, and in some circumstances controlling owners can owe fiduciary duties. Who owes what depends on the entity type, the role the person played, and what the governing documents say.

What can I recover if the claim succeeds?

Depending on the facts, remedies can include return of diverted funds, an accounting, damages, removal or restriction of the wrongdoer’s role, a court-ordered buyout, or dissolution of the company. Equitable relief such as an injunction may be available while the case is pending.

Can a fiduciary duty be waived or limited in an operating agreement?

Operating and shareholder agreements can shape the duties owed, and some are drafted to narrow them. Those provisions are interpreted according to their wording, so the first step in evaluating a claim is a careful read of the agreement and any amendments.

How long do I have to file?

It depends on how the claim is characterized. Claims founded on a written instrument have a five-year period, oral or implied contract claims have four years, fraud runs four years from discovery with a 12-year cap, and negligence-based claims accruing after March 24, 2023 have two years. Because fiduciary cases often involve more than one theory, you should have the deadline analyzed as soon as you suspect wrongdoing.

Can I get a court order to stop a partner from spending company money while the case is pending?

Yes, in appropriate cases. Florida courts can enter temporary injunctions, including on an emergency basis, to prevent assets from being moved or spent. You will need a factual showing supported by documents, which is why early evidence gathering matters.

What if my partner is also a family member?

The legal analysis is the same, but the handling is different. These cases call for discretion and often benefit from mediation or a negotiated separation, while still preserving a litigation path if the family member will not account for the money.

I live in New York or New Jersey. Do I have to come to Florida for hearings?

Not for every proceeding. The firm regularly represents clients from New York, New Jersey, and Connecticut, handles the local court appearances, and keeps out of state clients informed at each stage. Some events, such as a trial, may call for your attendance.

Will a fiduciary dispute always end in a trial?

No. Many are resolved through negotiation, mediation, or arbitration, particularly when the operating agreement requires it. Preparing a case as if it will be tried is often what makes a fair settlement possible.

Is it worth pursuing a claim if I am a minority owner with a small stake?

It can be. The value of a claim depends on the amount diverted, the strength of the records, and the remedies available, including a buyout at fair value. A candid early assessment of cost against likely recovery is part of how the firm approaches these matters.

Representing Fiduciary Duty Clients Across Palm Beach and Broward Counties

The firm represents business owners and investors from Boca Raton and Delray Beach through Boynton Beach, Lake Worth Beach, West Palm Beach, Palm Beach Gardens, Jupiter, Wellington, and Royal Palm Beach in Palm Beach County. In Broward County, clients come from Deerfield Beach, Pompano Beach, Coral Springs, Parkland, Plantation, Fort Lauderdale, Hollywood, Davie, Sunrise, and Weston, along with surrounding communities throughout South Florida. Disputes in these markets often involve closely held operating companies, family-owned businesses, real estate investment entities, and professional practices where the owners know each other well and trust was extended informally.

Speak With a Florida Breach of Fiduciary Duty Lawyer Today

When a partner, manager, or co-owner has put personal interests ahead of the company and its other owners, the evidence is often strongest early and the remedies are often most effective before assets move. The Andrew M. Schwartz Legal Team can review your agreements and records, explain which claims and deadlines apply, and recommend whether negotiation, a buyout, emergency relief, or litigation fits your goals. Contact our Florida breach of fiduciary duty lawyer team today to discuss what happened and what can be done about it.