Florida General Counsel for Businesses in Palm Beach and Broward County

Most business lawsuits in Palm Beach and Broward County can be traced back to something that was missing or sloppy months or years before anyone filed: an operating agreement that never addressed a deadlock, a lease nobody read closely, a partner who was never required to account for company money. The Andrew M. Schwartz Legal Team handles business and real estate litigation and transactions for companies and investors in Palm Beach County, Broward County, and across South Florida, and it also serves as Florida general counsel for business owners who want a litigator reviewing their paperwork before a dispute starts.

Outside general counsel is a different arrangement from hiring a lawyer after something goes wrong. Instead of an in-house attorney on payroll, a company gets a standing relationship with a law firm that knows its contracts, its owners, and its risks. When a question comes up, whether it is a vendor refusing to pay, a partner asking for a buyout, or a landlord sending a termination notice, the lawyer answering already knows the company. That familiarity is worth the most in the first few days of a problem, when the wrong email or the wrong missed deadline can change the whole case.

Why Choose the Andrew M. Schwartz Legal Team as Your Outside General Counsel

The Andrew M. Schwartz Legal Team represents business owners, investors, and families in South Florida’s most difficult business and real estate disputes. Andrew M. His career has centered on 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. Joining him is Sundeep Nath, Senior Counsel, a Northwestern-trained litigator with years of experience in business and real estate cases in both state and federal courts.

That litigation background shapes how the firm approaches general counsel work. Lawyers who spend their days in front of judges read a contract differently from lawyers who only draft them. They know which clauses get fought over, which vague phrases turn into six-figure arguments, and which informal habits come back to hurt a client in discovery. Through the firm’s general counsel program, the firm can act as a company’s registered agent and help with the contract, compliance, and operational questions that arise in the ordinary course of business.

The firm practices as a true legal team, which means everyone working on a matter knows the file. When you call, someone who understands your situation can respond, and the firm keeps a strict 24 hour return call policy for times when the attorneys are in court. Clients tend to arrive expecting a hyper-aggressive lawyer; the firm’s philosophy is to act as the situation requires and use finesse when finesse will do, with an eye on cost. The attorneys are experienced in mediation and arbitration as well as courtroom litigation, so a disagreement does not automatically become a lawsuit. When a dispute does reach trial, the results can be significant: after a five-day bench trial, a Broward County circuit judge entered a 32-page final judgment awarding the firm’s client specific performance of a commercial real estate contract.

What an Outside General Counsel Relationship Covers

The right scope depends on the business, but these are the areas where a standing relationship with a litigation-minded firm tends to pay off for companies in South Florida.

• Operating Agreements and Shareholder Agreements: The document that governs what happens when owners disagree is often the one written fastest. Buyout formulas, valuation methods, deadlock procedures, and expulsion rights are far easier to negotiate while everyone is still friendly. Florida’s LLC statute lets owners agree on a deadlock sale mechanism in advance, and if that mechanism is started before a court finds deadlock grounds, it can take the place of a judicial dissolution order.
• Commercial Leases: Personal guarantees, default and cure provisions, assignment limits, and holdover terms deserve review before signature. Many lease fights in Palm Beach and Broward County turn on a sentence nobody noticed at signing.
• Vendor, Customer, and Purchase Contracts: Payment terms, termination rights, indemnity, and dispute resolution clauses decide who has leverage when a relationship sours. The firm drafts and reviews these with the eventual lawsuit in mind.
• Registered Agent and Compliance: A missed service of process can lead to a default judgment. Acting as registered agent means lawsuits and official notices reach a law office that knows what to do with them, rather than an unattended address.
• Partner and Family Owner Issues: Siblings, parents and children, and long-time friends who co-own a company often have never put the hard questions about control, pay, and exit in writing. Addressing them early is far cheaper than a fight over them later.
• Real Estate Held by the Business: Purchase and sale contracts, title questions, landlord and tenant matters, and co-ownership structures all affect a company’s balance sheet and are handled by the same team.
• Early Warning Disputes: A demand letter, a missing distribution, a partner who stops answering questions about the books. Having counsel who already knows the company means these are triaged quickly and, where needed, escalated to emergency relief such as an injunction.

What to Do When a Business Problem Is Already Brewing

If something has already gone wrong, the first job is to stop making it worse. Do not delete emails or texts, even embarrassing ones; preserve everything that touches the dispute, including bank statements, signed agreements, amendments, and any messages with the other side. Gather the governing documents: articles of organization or incorporation, the operating or shareholder agreement, the lease or purchase contract, and anything that shows who was supposed to do what. Avoid sending angry written responses to a partner or counterparty before a lawyer has looked at the situation, because those messages tend to become exhibits.

Deadlines matter more than most business owners realize. Under Florida law, a claim on a written contract generally must be filed within five years, while an oral or implied contract claim has four. Fraud claims run four years from discovery, subject to an outer limit of 12 years. A claim for specific performance has just one year, which is the kind of short clock that catches owners off guard in real estate deals. Negligence claims now carry a two-year limit, and professional malpractice claims run two years from when the problem was or should have been discovered. If you are not sure which clock applies to your dispute, call early rather than late.

Where a case is filed depends on the amount at stake and the nature of the claim. Disputes above the county court limit go to the circuit court, which in Palm Beach County is the Fifteenth Judicial Circuit and in Broward County the Seventeenth. Smaller claims are heard in county court, and the very smallest in small claims. Broward also maintains complex business divisions in its circuit court for larger commercial matters, including certain business entity dissolutions. Cases with a federal basis go to the Southern District of Florida, which holds court in Fort Lauderdale and West Palm Beach. Your lawyer’s job in the first weeks is to figure out the right forum, whether an injunction is needed to freeze assets or preserve property, and whether mediation or arbitration is a better route than a trial.

When Owners Cannot Agree: Dissolution, Buyouts, and Deadlock

A general counsel relationship earns its keep when owners stop seeing eye to eye. Florida gives courts real tools. For an LLC, a member or manager can ask a circuit court to dissolve the company when it is not reasonably practicable to carry on business under the operating agreement, when controlling owners are acting illegally or fraudulently, when assets are being misappropriated or wasted, or when owners are deadlocked and irreparable injury to the company is threatened or occurring. In those cases the court can appoint a receiver or custodian after a hearing, or order a purchase of the petitioning member’s interest instead of shutting the company down.

Corporations have a parallel framework. A shareholder can petition for dissolution on specified grounds, and the corporation, or in some cases other shareholders, can elect to buy out the petitioner at fair value, which is often the more sensible ending. 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. Within 30 days after a shareholder petition begins, the corporation must notify the other shareholders that they can avoid dissolution by electing to purchase. During the case, a court can issue injunctions and appoint a receiver to preserve assets. A well-drafted shareholder agreement with a deadlock sale provision can sidestep much of this, which is one of the strongest arguments for putting the document in place early.

Common Questions About Florida General Counsel

What does an outside general counsel actually do?

The firm acts as your company’s legal department without the cost of a full-time employee. That includes reviewing and drafting contracts, answering compliance and operational questions as they arise, serving as registered agent, and being the first call when a dispute appears. Because the same team also litigates, it can tell you early when a situation is heading toward court.

Is outside general counsel only for large companies?

No. Closely held companies, family businesses, and investor-owned property companies often benefit the most, since they have no in-house lawyer and often have owners who disagree informally long before they disagree formally. The arrangement can be scaled to what a company actually needs.

What is a registered agent, and why would my lawyer serve as one?

A registered agent is the person or entity designated to receive lawsuits and official notices on behalf of a company. Using a law firm means those papers reach people who recognize their significance and can act on them quickly, which helps avoid a default for missed service.

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

Generally five years for a contract founded on a written instrument. Oral or implied contract claims have a four-year period, and a claim seeking specific performance has just one year. The 2023 change that shortened the negligence period to two years did not change the written-contract deadline.

Can a lawyer who litigates also draft my contracts?

Yes, and many owners prefer it. A litigator knows how contract language is attacked in court, so the drafting tends to close the gaps that cause lawsuits, such as unclear payment triggers, missing dispute resolution clauses, or unworkable exit terms.

Do I need an operating agreement if my LLC has only one or two members?

It is strongly worth having. Even with two members, a written agreement sets management authority, capital contributions, distributions, and what happens if one member wants out or stops cooperating. Without it, you are relying on default statutory rules that may not match what you intended.

What happens if my business partner is spending company money without telling me?

You may have claims for an accounting, breach of fiduciary duty, and recovery of the funds. When assets are at risk of being moved or spent, a court can be asked for emergency injunctive relief. Under Florida’s LLC statute, misappropriation or waste of assets that causes injury is also a ground for judicial dissolution.

Can a general counsel relationship help me avoid litigation?

Often, yes. Many disputes are resolved through negotiation, mediation, or arbitration, and the firm’s attorneys are experienced in all three. Catching a problem when it is still a disagreement, rather than a lawsuit, keeps costs down and preserves business relationships where that is possible.

I live in New York, New Jersey, or Connecticut but own a business or property in South Florida. Can you act as my local counsel?

Yes. The firm regularly represents clients from the tri-state area with business partners or co-owned property in South Florida. It handles the local court appearances and proceedings and keeps out-of-state clients informed at every stage, so you do not have to travel for each hearing.

Does the firm work with other attorneys on client matters?

Yes. A significant part of the firm’s practice comes from referrals by other lawyers, including out-of-state attorneys whose clients have Florida disputes and Florida attorneys who do not handle business litigation. The firm communicates with referring counsel throughout the matter and respects the referring attorney’s relationship with the client.

How do I know whether my dispute belongs in county court or circuit court?

It mostly comes down to the amount in controversy and the type of relief sought. Claims above the county court ceiling are filed in circuit court, and certain remedies, such as injunctions, partition, and dissolution, are circuit court matters regardless. The cap is adjusted periodically, so it is best to confirm the current figure when evaluating a claim.

Serving Palm Beach County and Broward County Businesses

The firm’s general counsel and business litigation work centers on Palm Beach County and Broward County. In Palm Beach County, that includes Boca Raton, Delray Beach, Boynton Beach, West Palm Beach, Palm Beach Gardens, Jupiter, Wellington, Royal Palm Beach, Lake Worth Beach, and Belle Glade, along with the communities and commercial corridors between them. Across the county line in Broward County, the firm represents businesses and investors in Fort Lauderdale, Deerfield Beach, Pompano Beach, Coral Springs, Plantation, Hollywood, Davie, Sunrise, and surrounding neighborhoods.

Because the firm serves South Florida broadly, it also works with owners whose companies are headquartered elsewhere but hold property or partnerships here, including clients from New York, New Jersey, and Connecticut. Whether a company operates out of a Boca Raton office park, a Fort Lauderdale storefront, or a West Palm Beach commercial building, the goal is the same: a lawyer who already knows the file when something goes wrong.

Talk to a Florida General Counsel Attorney Before the Dispute Starts

If your company has no one watching its contracts, its ownership documents, and its deadlines, or if you are already seeing signs of trouble with a partner or counterparty, the Andrew M. Schwartz Legal Team can discuss how a Florida general counsel attorney relationship would work for your business. Call the firm to talk through your situation and decide on a practical next step, ideally before anyone has to file anything.