Florida Partnership Dispute Attorney

When a co-owner stops answering questions about the books, or the two of you can no longer agree on whether to sell, expand, or shut the doors, the business stops working long before anyone files a lawsuit. The Andrew M. Schwartz Legal Team handles partnership disputes, LLC member disputes, and shareholder conflicts for business owners, investors, and families in Palm Beach County, Broward County, and across South Florida. If you need a Florida partnership dispute attorney, the first question is usually not whether to sue but what kind of entity you actually own and what its governing documents say.

That distinction matters because a general partnership, a limited partnership, an LLC, and a corporation each carry different rights, different exit routes, and different court remedies. A partner in a handshake business has very different leverage than a member of an LLC with a detailed operating agreement. Sorting out which rules control, and which clock is running against you, is where a dispute is won or lost.

Partnership Disputes Are Not the Same as Ordinary Contract Fights

A partnership dispute is a fight between people who owe each other duties. Co-owners and managers can owe one another fiduciary obligations of loyalty and care, which is why a partner who quietly diverts clients, pays himself outside the agreed formula, or hides financial records may face claims that a vendor who simply breaches a purchase order would not. The same facts can also support a plain breach of the written partnership, operating, or shareholder agreement.

The relief available differs too. In an ordinary contract case, money damages usually end the conversation. In an owner dispute, the real prize is often structural: a court-supervised accounting, a buyout of one side, a receiver or custodian to keep the company running, or the dissolution of the entity altogether. Those remedies come from the Florida business entity statutes rather than from contract law alone, and the right choice depends on whether the goal is to stay in, get out, or take over.

Why Choose the Andrew M. Schwartz Legal Team for Owner and Partner Conflicts

The Andrew M. Schwartz Legal Team is a Boca Raton business litigation firm that represents partners, LLC members, shareholders, and minority owners in South Florida, with clients from Palm Beach County, Broward County, and the New York, New Jersey, and Connecticut area who hold business or real estate interests here. Founder Andrew M. Schwartz has spent 37 years in litigation and has practiced in Florida since he was admitted to The Florida Bar in 1989. He holds an undergraduate degree from Emory University and a law degree from the University of Miami, and his career has centered on complex contract disputes, business divorces, and conflicts among co-owners.

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 works as a true legal team, so everyone on a matter knows the file, and it keeps a strict 24 hour return call policy. Clients get a litigator who is comfortable in front of a judge but who also tries to match the approach to the situation, using finesse where finesse will do and keeping fees in proportion to what is actually at stake.

The firm’s trial work includes a recent matter in which, after a 5-day bench trial, a Broward County Circuit Court judge issued a 32-page final judgment awarding our client specific performance of a commercial real estate contract. Cases built on contract wording and the history between the parties are the kind this firm prepares for in detail. A significant share of its caseload also comes from referrals by other attorneys, including out of state counsel whose clients have disputes in Florida, and the firm handles local court appearances so out of state clients do not have to travel for every hearing.

Types of Partner, Member, and Shareholder Disputes We Handle

• Deadlock Between Equal Owners: Two 50 percent owners who cannot agree on a decision can freeze payroll, vendor contracts, and banking. For LLCs, Florida law allows a member or manager to seek dissolution when owners are deadlocked, cannot break the deadlock, and irreparable injury to the company is threatened or occurring. If the operating agreement contains a deadlock sale mechanism that was triggered before the court rules, that mechanism generally controls instead.
• Misappropriation and Missing Funds: Unpaid distributions, personal expenses run through the company, commingled accounts, and managers who cannot account for money support claims for an accounting, breach of fiduciary duty, and recovery of funds. Misappropriation or waste of company assets that causes injury is itself a recognized ground for judicial dissolution of an LLC.
• Freeze-Outs of Minority Owners: A majority owner who cuts a minority partner out of information, decisions, and profits may be breaching the governing agreement and fiduciary duties. For corporations, a shareholder can petition for dissolution on certain grounds, and the company or other shareholders can respond by electing to buy the petitioner out at fair value.
• Valuation and Buyout Fights: Most business divorces end in a buyout, and most buyout fights are about price. Disagreements over fair value, discounts, and which financial records to rely on are common, and a court-ordered purchase of a petitioning member’s interest is one tool available in an LLC dissolution case.
• Breach of Operating, Partnership, or Shareholder Agreements: Disputes over capital contributions, profit splits, non-compete terms, transfer restrictions, and management authority often turn on the exact words of the agreement and on how the parties actually behaved.
• Family and Friend-Founded Businesses: Siblings who inherited a company, parents and children with different plans, and spouses or in-laws who share ownership face questions about control and compensation that carry personal weight. These matters call for discretion alongside firm protection of financial interests.
• Co-Owned Real Estate Between Partners: When former business partners or investors hold property together and cannot agree, Florida law allows a partition action, either dividing the property or ordering a sale and splitting the proceeds. Title disputes and quiet title actions can clear competing ownership claims.
• Emergency Asset Protection: When a partner is moving money, locking people out, or disposing of property, temporary and permanent injunctions can freeze the situation while the case proceeds.

What to Do in the First Weeks of a Partner Dispute

Start by getting the documents in one place: the partnership, operating, or shareholder agreement, any amendments, the articles or certificate on file with the state, tax returns, bank statements, and the financial records the company keeps. If you do not have a written agreement, gather the emails, texts, and invoices that show how the two of you actually operated. Do not take or delete company data you are not entitled to; evidence gathered improperly can damage your own case.

Next, watch the clock. Florida sets different limitations periods depending on the claim. An action founded on a written instrument has five years, while a contract claim that is oral or implied has four. Fraud claims carry four years from discovery with an outer cap of 12 years, and a claim for specific performance has a one-year period. These deadlines run separately for each claim, which is why waiting to see whether things improve can quietly cost you options.

Choose the forum with care. Cases involving business entities and amounts above $50,000 belong in circuit court. In Palm Beach County, that is the Fifteenth Judicial Circuit, with the main civil courthouse in West Palm Beach and branch courthouses serving other parts of the county. In Broward County, it is the Seventeenth Judicial Circuit, which operates a complex business division that handles matters such as the dissolution of certain business entities and large business litigation; certain cases can be filed directly into that division under the circuit’s administrative order. Federal court may also be an option when the parties are from different states and the legal requirements for federal jurisdiction are met; the Southern District of Florida sits in Fort Lauderdale and West Palm Beach.

Finally, avoid the common mistakes. Do not confront your partner by email in anger, do not drain a shared account in retaliation, and do not sign a “just to keep the peace” amendment or buyout term sheet without having it reviewed. If assets are at risk, say so early; courts can act quickly on injunctive relief, and a judge asked to appoint a receiver or custodian for an LLC must hold a hearing after notice to the parties. Many disputes still resolve through negotiation, mediation, or arbitration, and the firm’s attorneys are experienced in each of those as well as in the courtroom.

How Florida Courts Can Break Up or Restructure a Business

For LLCs, Florida’s statute lists the grounds on which a member or manager can ask a circuit court to dissolve the company. They include conducting substantially all affairs unlawfully, a situation in which it is not reasonably practicable to operate in line with the articles and operating agreement, illegal or fraudulent conduct by controlling managers or members, misappropriation or waste of assets causing injury, and unbreakable deadlock with threatened irreparable injury. In such a case the court may, on a showing of sufficient merit, appoint a receiver or custodian, or order the purchase of the petitioning member’s interest instead of dissolving the company.

For corporations, a shareholder petition for dissolution opens a parallel track. Within 30 days of the start of a petition on the statutory grounds, the corporation must notify the other shareholders that they can avoid dissolution 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, and an election to purchase generally cannot be withdrawn unless the court finds it equitable to do so. During the case, the court can issue injunctions, appoint a receiver or custodian, and take other steps to preserve corporate assets. A shareholder agreement that contains a compliant deadlock sale provision can also be invoked alongside the dissolution filing.

Partnership Dispute Questions We Hear

What counts as a partnership dispute in Florida?

It is any conflict among co-owners of a business, including general partners, limited partners, LLC members, and shareholders. Typical triggers are disagreements over management, profit splits, contributions, buyouts, and suspected self-dealing or missing money.

Can I sue my business partner for breach of fiduciary duty?

Often yes, depending on the entity type and the governing agreement. Co-owners and managers can owe duties of loyalty and care, and conduct such as diverting opportunities, hiding records, or paying oneself outside the agreed terms can support a claim alongside breach of contract.

How long do I have to file?

It depends on the claim. A claim on a written agreement has five years. An oral or implied contract claim has four years, fraud has four years from discovery up to a 12-year cap, and specific performance has one year. A professional malpractice claim has two years from discovery. Because several claims can arise from the same facts, each deadline should be checked separately.

Can a court force the sale or dissolution of my LLC?

A circuit court can dissolve an LLC on the statutory grounds, including deadlock with irreparable injury, misappropriation of assets, or when it is not reasonably practicable to continue under the operating agreement. The court may instead order a buyout of the petitioning member or appoint a receiver or custodian.

What if my operating agreement has a deadlock sale clause?

If that provision is initiated before the court finds deadlock grounds exist, it generally applies in place of a dissolution order or court-ordered purchase, as long as it is carried through. That is one reason the agreement should be reviewed before you file anything.

What happens if I only own a minority share?

Minority owners have remedies, but they depend on the entity and the documents. In a corporation, a petitioning shareholder can trigger a statutory buyout process at fair value. In an LLC, the court has tools such as ordering a purchase of the petitioner’s interest or appointing a custodian when the grounds are met.

Can I get emergency court help if my partner is moving company money?

Yes. Temporary injunctions and, where warranted, appointment of a receiver or custodian can stop assets from being moved or spent while the case is pending. The court holds a hearing with notice to the parties before appointing a receiver or custodian for an LLC.

Do I need a written agreement to have a claim?

No. Without one, the default rules of Florida’s business entity statutes and the parties’ course of dealing may apply, and an oral or implied agreement can support a contract claim, subject to the four-year period. Proof is harder, which makes saved emails, texts, and financial records important.

My partner and I also co-own a building. Can that be separated from the business fight?

Often it can. Co-owned real estate can be addressed through a partition action, where the court divides the property or orders a sale and splits the proceeds. If the property is held as heirs property, a separate Florida statute with added protections for cotenants may apply. Appointed commissioners generally evaluate whether physical division is workable before a sale is ordered.

I live in New York. Do I have to travel to Florida for every hearing?

No. The firm regularly represents clients from New York, New Jersey, and Connecticut and handles the local court appearances while keeping you informed. Some conferences and mediations can be arranged by scheduled call.

Is it worth hiring a lawyer if the dispute is small?

Often an early review is worth it, even if the case never reaches court. A lawyer can tell you whether your agreement already contains a buyout or deadlock mechanism, whether a claim is nearing a limitations deadline, and whether mediation is a better fit than a lawsuit.

Serving Partnership Dispute Clients Across Palm Beach and Broward Counties

The firm represents co-owners throughout Palm Beach County, from Boca Raton, Delray Beach, and Boynton Beach through Lake Worth, West Palm Beach, and Palm Beach Gardens, and out to Wellington, Royal Palm Beach, Jupiter, and Belle Glade. In Broward County, our clients come from Deerfield Beach, Pompano Beach, Fort Lauderdale, Coral Springs, Plantation, Hollywood, and the surrounding communities.

Whether your dispute belongs in the Fifteenth Judicial Circuit in Palm Beach County, the Seventeenth Judicial Circuit in Broward County, or federal court in the Southern District of Florida, the firm can advise on the forum, the claims, and the likely path to resolution.

Talk With a Florida Partnership Dispute Lawyer Before the Dispute Hardens

If you are in a standoff with a co-owner, suspect money is missing, or need to understand your options for a buyout, dissolution, or emergency relief, contact the Andrew M. Schwartz Legal Team to discuss your situation. Our team works as a Florida partnership dispute lawyer group that can review your agreements, identify the deadlines that apply, and recommend a path that fits your goals and budget. Call to schedule a consultation.