Fort Lauderdale Business Transactions Attorney

Most business transaction disputes in Broward County do not start in a courtroom. They start months earlier, with a purchase agreement that left the closing adjustments vague, an operating agreement with no deadlock provision, or a handshake deal that never made it onto paper. The Andrew M. Schwartz Legal Team works as a Fort Lauderdale business transactions attorney for owners, investors, and families who are buying, selling, structuring, or exiting businesses, and who need the paperwork to hold up if the relationship later falls apart. The firm serves clients in Fort Lauderdale and across Broward County, as well as West Palm Beach and Palm Beach County.

A transaction lawyer who also tries cases drafts differently than one who only drafts. Every indemnity clause, payment term, and definition of “material breach” will be read, someday, by a judge or an arbitrator if the deal goes wrong. That perspective shapes how we approach negotiation, due diligence, and documentation for South Florida businesses, and it is why the firm handles both the front end of a deal and the litigation that sometimes follows.

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

The Andrew M. Schwartz Legal Team represents business owners, investors, and families in South Florida’s most difficult business and real estate matters. Founder Andrew M. Schwartz has spent 37 years in litigation and has practiced in Florida since being admitted to The Florida Bar in 1989. He holds an undergraduate degree from Emory University (1986) and a law degree from the University of Miami (1989). His career has been built around complex contract disputes, business divorces, and conflicts among partners, LLC members, and shareholders. For a transactional client, that history matters: he has seen how deals actually fail and which drafting choices caused it.

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, so everyone working on your file knows it, and calls are answered. If we are in court, the firm’s strict 24 hour return call policy applies. Our attorneys are also experienced in mediation and arbitration, and we look for the resolution that fits a client’s goals and budget rather than extending a dispute for its own sake.

The firm’s results include a recent final judgment following a 5-day bench trial in Broward County Circuit Court. The court issued a 32-page judgment awarding our client specific performance of a commercial real estate contract. That outcome reflects the kind of work that begins at the transaction stage: a contract’s wording and the parties’ history of dealing with each other decide cases like this one. No attorney can guarantee a result, but we prepare every deal and every dispute with that level of detail.

Many of our clients live outside Florida, particularly in New York, New Jersey, and Connecticut, while holding business or real estate interests in South Florida. We handle local proceedings and keep those clients informed so they are not traveling for every step. A meaningful share of our work also comes from referrals by other attorneys, and we keep referring counsel informed throughout.

Business Transaction Work We Handle for Fort Lauderdale Clients

• Business Purchase and Sale Agreements: Asset sales and equity sales allocate risk very differently. Purchase price adjustments, seller representations, indemnification, escrow holdbacks, and non-compete terms are the clauses that most often become the subject of later disputes.
• Operating Agreements and Shareholder Agreements: These documents decide who controls the company, how profits are distributed, and what happens when owners disagree. Buyout formulas, transfer restrictions, and deadlock provisions are far easier to negotiate before a conflict than during one.
• Commercial Leases: Fort Lauderdale’s marine, hospitality, retail, and office tenants and landlords negotiate personal guaranties, rent escalations, assignment rights, and default remedies that can outlast the business itself.
• Commercial Real Estate Contracts: Purchase and sale contracts for commercial property turn on closing deadlines, inspection and financing contingencies, and default remedies. Disputes over failed closings are a regular part of the firm’s real estate practice.
• Loan Documents and Financing Arrangements: Promissory notes, guaranties, security agreements, and partner loans to the company need to say clearly whether money was a loan or a capital contribution, a distinction that drives many money disputes later.
• Construction and Services Contracts: Payment schedules, change orders, scope definitions, and termination rights determine who bears the cost when a project runs over or stops.
• Family and Closely Held Business Arrangements: When siblings, spouses, or longtime friends co-own a company, written terms on control, compensation, and succession protect both the business and the relationship.
• Outside General Counsel Services: Through the firm’s general counsel program, we serve as a company’s registered agent and handle ongoing contract, compliance, and operational questions, which often prevents a disagreement from becoming a lawsuit.

Documenting a Deal So It Survives a Dispute

The most common transaction problem we see is not bad faith; it is ambiguity. Two owners agree on a buyout “at fair value” without saying who selects the appraiser, what discounts apply, or when payment is due. A purchase agreement promises “customary” representations without defining them. Courts enforce what the document says, and when it says too little, the outcome depends on testimony about what everyone remembers, which is the least predictable evidence in any case.

Good drafting anticipates the exit. For LLCs, that means an operating agreement that addresses deadlock directly. Florida’s LLC statute lists grounds on which a member or manager can seek judicial dissolution, including conduct of the company’s affairs unlawfully, the impracticability of operating under the agreement, illegal or fraudulent conduct by those in control, misappropriation or waste of assets, and a management deadlock that cannot be broken and threatens irreparable injury. A court asked to dissolve an LLC may also appoint a receiver or custodian or order a purchase of the petitioner’s interest instead. Importantly, if the operating agreement contains a deadlock sale mechanism that is started before the court finds deadlock grounds, that contractual mechanism can take the place of a dissolution order. A well-drafted buy-sell clause can therefore decide the outcome of a fight before it reaches a judge.

For corporations, Florida law gives shareholders a similar path. A shareholder may petition the circuit court for dissolution on specified 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. These statutory backstops exist, but they are a poor substitute for terms the owners negotiated themselves.

What to Do When a Deal Is Going Wrong

If a transaction is unraveling, start by collecting the full paper trail: the signed agreement and every amendment, the emails and texts that show how the parties actually dealt with each other, financial statements, bank records for any disputed payments, and the company’s governing documents. Do not rely on a draft or on memory for what was signed. Then read the agreement for notice and cure provisions, dispute resolution clauses, and any mediation or arbitration requirement, because missing a contractual step can cost you leverage.

Deadlines under Florida law are firm, and they differ by claim type. A suit on a written contract generally must be filed within five years, while a claim on an oral or implied contract has four years, and an action to rescind a contract also has four years. Fraud claims run four years from discovery, subject to an outer limit of 12 years. An action for specific performance carries a one-year period, which is much shorter than most people expect and makes prompt action essential when the remedy you want is forcing a counterparty to close. These periods are separate from any shorter deadlines your own contract may impose.

Where money may be leaving the company, speed matters more than anything else. Courts can issue temporary injunctive relief and appoint a custodian or receiver to protect assets while a dispute is pending, and we move for emergency relief when funds are being diverted, spent, or transferred.

Choosing the forum is the next decision. In Broward County, civil cases are heard in the Seventeenth Judicial Circuit, whose Central Judicial Complex is in Fort Lauderdale, with regional courthouses in Deerfield Beach, Hollywood, and Plantation. Disputes above the county court ceiling go to circuit court. The Seventeenth Circuit also maintains complex business divisions, which handle matters such as business entity dissolution, large business litigation, and construction cases. A case can be filed directly into those divisions only by following the circuit’s administrative order and completing the required form at filing. Palm Beach County disputes proceed in the Fifteenth Judicial Circuit, whose main courthouse is in West Palm Beach. Where federal jurisdiction applies, the Southern District of Florida holds court in Fort Lauderdale and West Palm Beach. We also assess whether mediation or arbitration will get you to a result faster and at lower cost, and we pursue it when it will.

The usual mistakes are waiting too long, continuing to perform under a contract in a way that waives rights, and signing a “clarifying” amendment without understanding what it gives up. A short conversation with a Fort Lauderdale business attorney before you respond to a demand letter or sign anything new is usually worth far more than it costs.

Business Transactions Questions Answered

What does a business transactions attorney actually do?

A transactions attorney negotiates, drafts, and reviews the agreements that create, transfer, or restructure a business: purchase and sale agreements, operating and shareholder agreements, leases, loan documents, and commercial contracts. The goal is to allocate risk clearly and to put the parties’ real deal in writing so it can be enforced.

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

You are not legally required to have one, but small deals often carry the same risks as large ones: undisclosed liabilities, vague price adjustments, and unenforceable promises. Having counsel review or draft the agreement is usually far cheaper than litigating a defective one.

What is the difference between an asset sale and a stock or membership interest sale?

In an asset sale, the buyer picks the assets and liabilities it will take. In an equity sale, the buyer takes ownership of the entity itself, including its history and obligations. The choice affects liability exposure, taxes, contract assignment, and the representations the seller must make.

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

Generally five years for a contract founded on a written instrument. Oral or implied contract claims have four years. Specific performance actions carry a one-year period, so those claims call for much faster action.

Can I get out of a contract if the other side lied during negotiations?

Possibly. Fraud in the inducement can support rescission or damages, and Florida allows four years from discovery for fraud claims, with an outer limit of 12 years. Contract language such as non-reliance clauses and integration clauses can affect the claim, so the agreement itself needs to be reviewed.

What happens if my business partner and I are deadlocked?

First check your operating or shareholder agreement for a deadlock or buy-sell provision. If there is none, Florida law lets a member or manager seek judicial dissolution of an LLC on deadlock grounds, and the court may appoint a receiver or order a buyout instead. Shareholders of a corporation can petition for dissolution, and the other side may elect to buy the petitioner’s shares at fair value.

Can a partner be forced out of an LLC?

It depends on the operating agreement and the conduct at issue. Many agreements include expulsion, dissociation, or buyout terms, and Florida law provides remedies for serious misconduct or when the company can no longer function. An attorney needs to read your agreement before advising on options.

Is a verbal agreement with a business partner enforceable?

Often yes, but proving its terms is difficult, and some categories of agreements must be in writing to be enforced. Oral contract claims also have a shorter limitations period than written ones. Putting the agreement in writing now is almost always the better path.

How long does a commercial contract case take in Broward or Palm Beach County?

It varies widely with the court, the complexity, and whether the case settles. Emergency injunction matters can be heard quickly, while a case that goes through discovery to a bench trial can take well over a year. Mediation or arbitration may shorten that substantially.

I live in New York and my partner is in Fort Lauderdale. Can you handle the case?

Yes. We regularly represent clients from New York, New Jersey, and Connecticut with South Florida business or real estate interests. We handle the local court appearances and keep you informed so you do not need to travel for every hearing.

Does a dispute over a transaction always end up in court?

No. Many are resolved by negotiation, mediation, or arbitration, and some contracts require those steps first. We pursue the path most likely to meet your goals efficiently.

Serving Business Transactions Clients Across Broward and Palm Beach Counties

Our work for Fort Lauderdale clients extends throughout Broward County. We represent owners and investors from downtown Fort Lauderdale and Las Olas through the beach and marine districts, and in Wilton Manors, Oakland Park, Lauderdale-by-the-Sea, and Pompano Beach. We also serve businesses in Deerfield Beach, Coral Springs, Parkland, Coconut Creek, Margate, Tamarac, Plantation, Sunrise, Davie, Weston, Hollywood, Hallandale Beach, and Pembroke Pines.

The firm’s reach continues north into Palm Beach County, including West Palm Beach, Boca Raton, Delray Beach, Boynton Beach, Lake Worth, Wellington, Royal Palm Beach, and Palm Beach Gardens. Whether a transaction involves a Fort Lauderdale marine business, a Boca Raton professional practice, or investment property held by an out-of-state owner, we draft and negotiate with South Florida courts and counterparties in mind, and we litigate in those courts when negotiation fails.

Speak With a Fort Lauderdale Business Transactions Lawyer

Whether you are about to sign a deal or trying to untangle one that has gone wrong, the right time to involve counsel is before the next document is signed. The Andrew M. Schwartz Legal Team works as a Fort Lauderdale business transactions lawyer for owners, investors, and families across Broward and Palm Beach Counties, and we will tell you plainly what the documents say and what your options are. Call us to schedule a consultation and discuss your transaction or dispute.