Florida Business Transactions Attorney

The Andrew M. Schwartz Legal Team works with business owners, investors, and families across Palm Beach County and Broward County who are buying, selling, partnering, leasing, financing, or restructuring something that matters to them. If you are looking for a Florida business transactions attorney, you are probably at the point where a deal is either about to be signed or has already started to go sideways, and the paper you sign now will decide who wins the argument later.

That is the part of transactional work that gets underestimated. A purchase agreement, an operating agreement, or a lease is written for the day everyone is getting along. It gets read, closely, on the day they are not. The firm’s litigation background shapes how its attorneys draft and review: they know which clauses end up in front of a judge, which vague phrases get fought over for two years, and which missing provisions leave co-owners with nothing but a lawsuit.

Why Choose the Andrew M. Schwartz Legal Team for Business Transactions

The Andrew M. Schwartz Legal Team is a business and real estate firm serving clients in Boca Raton, West Palm Beach, Fort Lauderdale, and throughout Palm Beach County, Broward County, and South Florida. Its founder, Andrew M. Schwartz, 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 was admitted to The Florida Bar in 1989, earned his undergraduate degree from Emory University in 1986, and his law degree from the University of Miami in 1989.

Andrew is joined by Senior Counsel Sundeep Nath, a Northwestern-trained litigator with years of experience in business and real estate cases in state and federal courts. The firm practices as a true legal team, meaning everyone working on your matter knows the file, and a strict 24 hour return call policy applies when the attorneys are in court or otherwise unavailable.

For transactional clients, the practical value of a litigator’s perspective is easy to see in the firm’s own record. After a 5-day bench trial in Broward County Circuit Court, the firm obtained a 32-page final judgment awarding its client specific performance of a commercial real estate contract. That outcome turned on the wording of the agreement and the history of the parties’ dealings, which is exactly what a careful transaction is meant to get right at the front end.

The firm also serves as outside general counsel and registered agent for business clients who want regular legal guidance without the cost of an in-house attorney. Many clients come from New York, New Jersey, and Connecticut with business or real estate interests in South Florida, and the firm handles the local court appearances so they do not have to travel for every hearing. A significant part of the practice also comes from referrals by other attorneys.

Business Transactions We Handle for South Florida Clients

• Purchase and Sale of a Business: Asset deals and equity deals allocate liabilities very differently, and the representations, indemnities, and closing conditions in the purchase agreement determine who pays when something surfaces after closing.
• Operating Agreements and Shareholder Agreements: These documents govern management, capital contributions, distributions, transfer restrictions, and exit rights. Florida’s LLC statute lists deadlock among the grounds for judicial dissolution, but a well-drafted agreement, including a deadlock sale provision, can give owners a private way out.
• Partnership and Joint Venture Agreements: Co-investors in South Florida real estate and operating businesses need clear terms on who contributes what, how profits are split, and what happens if one party stops performing.
• Commercial Real Estate Contracts: Purchase and sale contracts, commercial leases, and financing documents involve deadlines, contingencies, and default remedies that frequently become the center of a failed-closing dispute.
• Loan Documents and Financing Arrangements: Notes, guaranties, and security terms between business owners, investors, and lenders, including personal guaranty exposure that owners often overlook.
• Construction Contracts: Scope, payment, change-order, and delay provisions determine the outcome when a project runs over budget or behind schedule.
• Buyouts and Owner Exits: Valuation methods, payment terms, and non-compete or confidentiality provisions when one owner leaves or is bought out, whether by agreement or as part of a business divorce.
• Family Business Succession and Ownership Changes: Transferring interests among siblings, parents, children, or in-laws calls for terms that protect both the relationship and the company’s finances.

Before You Sign: What to Do and Where Disputes Land

If you have a deal in front of you, the most useful thing you can do is have it reviewed before signature, not after the first disagreement. Gather the full document set: the draft agreement, any letter of intent or term sheet, financial statements, entity documents, prior correspondence, and anything the other side promised verbally. Verbal promises matter for context, but a written agreement usually controls, so get the important ones into the document.

If a deal has already gone wrong, preserve everything. Keep emails, texts, bank records, and drafts exactly as they are, and avoid deleting or reorganizing anything. Do not sign amendments, releases, or settlement papers under pressure without having them reviewed.

Deadlines deserve attention early. In Florida, a legal or equitable action founded on a written instrument generally must be brought within five years, while claims on oral or implied contracts get four years. An action to rescind a contract has four years, and fraud claims run four years from discovery, subject to a 12-year outer cap. A claim for specific performance is shorter: one year. That short window catches people off guard in failed real estate closings, where waiting while the parties negotiate can cost the remedy entirely. Professional malpractice claims, including claims against advisors who handled a deal, carry a two-year period measured from when the claim was or should have been discovered.

Where a dispute is filed depends on the amount at stake. County courts hear claims up to a jurisdictional ceiling that is adjusted periodically, and larger claims go to circuit court. Palm Beach County cases sit in the Fifteenth Judicial Circuit, with the main courthouse in West Palm Beach and branch courthouses serving other parts of the county. Broward County cases are in the Seventeenth Judicial Circuit, with the Central Judicial Complex in Fort Lauderdale and regional courthouses in Deerfield Beach, Hollywood, and Plantation. The Seventeenth Circuit also has complex business divisions that handle large business and construction litigation and certain business entity dissolutions. Federal cases between diverse parties or involving federal claims go to the U.S. District Court for the Southern District of Florida, which sits in Fort Lauderdale and West Palm Beach, among other locations.

Not every disagreement belongs in a courtroom. Negotiation, mediation, and arbitration resolve many transactional disputes faster and for less money, and the firm’s attorneys are experienced in all three as well as litigation. A business transactions attorney in Florida who also tries cases can tell you honestly which path fits your goals and your budget.

When a Transaction Turns Into a Partner or Co-Owner Dispute

Many of the most painful disputes begin as ordinary transactions: two people form an LLC, three siblings inherit a building, an investor buys into a company. When owners stop agreeing, Florida law offers a defined set of tools, and your agreement shapes which ones apply.

For LLCs, a member or manager can ask a circuit court to dissolve the company on specific grounds, including that it is no longer reasonably practicable to carry on the business under the operating agreement, that assets are being misappropriated or wasted, or that managers or members are deadlocked and irreparable injury to the company is threatened or occurring. In those proceedings the court may appoint a receiver or custodian after a hearing, or order a purchase of the petitioning member’s interest. If the operating agreement has a deadlock sale provision that is started before the court finds deadlock, that provision generally takes the place of a dissolution order.

For corporations, shareholders can seek judicial dissolution on statutory grounds, and the corporation or the other shareholders can respond by electing 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 the purchase on those terms. The corporation must notify the other shareholders within 30 days of the start of such a proceeding that they can avoid dissolution by electing to buy. Courts in these cases can also issue injunctions and take steps to preserve company assets while the case is pending.

Real estate adds its own tools. Co-owners who cannot agree can seek partition in the circuit court, either dividing the land or, when that cannot be done fairly, ordering a sale and splitting the proceeds. Inherited property held among relatives may fall under Florida’s heirs property rules, which add protections before a forced sale. Competing ownership claims can be resolved through a quiet title action, which can be filed in any county where part of the land sits. All of these remedies are far easier to use, and far less expensive, when the original transaction documents anticipated the exit.

Questions Florida Business Owners Ask About Transactions

What does a business transactions attorney actually do?

A business transactions attorney drafts, reviews, and negotiates the agreements that create or change a business relationship: purchase agreements, operating and shareholder agreements, leases, loan documents, and joint venture terms. The goal is to make the deal enforceable, allocate risk sensibly, and leave a workable exit if the relationship ends.

Do I need a lawyer to buy or sell a small business in Florida?

Nothing requires one, but small deals often carry the same risks as large ones: undisclosed debts, unclear ownership of assets, personal guaranties, and vague payment terms. Having an attorney review or draft the agreement is usually far cheaper than litigating what it left unsaid.

What is the difference between an asset sale and an equity sale?

In an asset sale the buyer picks which assets and liabilities to take. In an equity sale the buyer acquires the ownership interests and inherits the entity with its history. The choice affects liability exposure, contracts that need consent to transfer, and how the deal is documented.

Why does my operating agreement matter so much?

It is the rulebook for your company. It controls management authority, voting, distributions, transfer restrictions, buyouts, and what happens in a deadlock. Where it is silent, default statutory rules apply, and those may not match what you and your partners assumed.

How long do I have to sue over a breach of a written contract in Florida?

Five years for an action founded on a written instrument, and four years for oral or implied contracts. Other claims have different periods, so the label on your claim matters.

Is there a shorter deadline if I want the court to force the other side to close?

Yes. An action for specific performance carries a one-year period in Florida. If a seller or buyer refuses to close, waiting while the parties negotiate can put that remedy at risk.

Can a verbal agreement be enforced in Florida?

Some can, with a four-year limitations period, but they are hard to prove and certain categories of agreements must be in writing to be enforceable. Treat any important promise as something to put in the signed document.

What happens if my business partner and I deadlock and cannot agree on anything?

Start with your agreement, since it may include a buyout or deadlock sale mechanism. If it does not, Florida law lets members of an LLC or shareholders of a corporation seek court remedies, which can include dissolution, a receiver or custodian, or a court-supervised buyout at fair value.

I live in New York or New Jersey. Can you handle a deal or dispute involving Florida property or a Florida company?

Yes. The firm regularly represents clients from New York, New Jersey, and Connecticut with business or real estate interests in South Florida, handles the local court appearances, and keeps clients informed so they do not need to travel for every hearing.

Will a dispute over our deal definitely go to court?

No. Many disputes resolve through negotiation, mediation, or arbitration, and some agreements require arbitration. Which route makes sense depends on your contract, the relationship, and what outcome you actually need.

Can an attorney help before anything goes wrong, not just after?

Yes, and that is often the better use of one. Through its outside general counsel program, the firm acts as registered agent and helps with contract, compliance, and operational questions as they arise, which often keeps a disagreement from turning into a lawsuit.

Serving Business Transactions Clients Across South Florida

The firm’s work for business and real estate clients is centered on Palm Beach County and Broward County. In Palm Beach County, that includes Boca Raton, Delray Beach, Boynton Beach, Lake Worth, West Palm Beach, Palm Beach Gardens, Jupiter, Wellington, Royal Palm Beach, Greenacres, and Belle Glade. Across the county line in Broward County, the firm represents clients in Fort Lauderdale, Pompano Beach, Deerfield Beach, Coral Springs, Parkland, Plantation, Davie, Hollywood, and Pembroke Pines.

Business owners and investors in these communities buy and sell companies, lease commercial space, form partnerships, and finance projects, and the firm’s attorneys represent them in transactions as well as in the state and federal courts that hear the resulting disputes. The firm also serves clients from New York, New Jersey, and Connecticut whose business partners or co-owners are here in South Florida.

Talk With a Florida Business Transactions Lawyer Before You Sign

If you are about to commit to a deal, or trying to understand your options in one that has soured, the Andrew M. Schwartz Legal Team can review your documents and tell you plainly where you stand. Call to schedule a consultation with a Florida business transactions lawyer who has spent decades seeing how agreements hold up when they are tested.