Fort Lauderdale LLC Member Dispute Attorney

When you co-own a company in Fort Lauderdale and the relationship with another member has stopped working, the decision in front of you is rarely “fight or walk away.” It is usually about which tool fits: a negotiated buyout, a court-ordered remedy, an emergency order to freeze assets, or a structured exit. The Andrew M. Schwartz Legal Team handles business and real estate litigation for owners, investors, and families in Broward County and Palm Beach County, and an LLC member dispute attorney in Fort Lauderdale is often the first call when a company’s operating agreement no longer produces answers.

These disputes tend to share a pattern. One member controls the bank accounts and cannot explain where distributions went. Two 50 percent owners vote against each other on every decision until the business stalls. A minority member discovers the manager has been paying himself or his relatives out of company funds. In each case, Florida’s Revised Limited Liability Company Act and the operating agreement itself determine what you can ask a court to do, and what the other side can do in response. The sooner the right remedy is identified, the more of the company’s value there is left to protect.

What Florida’s LLC Act Lets a Member Ask a Court to Do

The most powerful statutory tool is judicial dissolution under section 605.0702. A member or manager can petition the circuit court on several grounds: that the company’s activities are being conducted unlawfully; that it is not reasonably practicable to carry on the business in line with the articles of organization and operating agreement; that those in control have acted, are acting, or are reasonably expected to act illegally or fraudulently; that company assets are being misappropriated or wasted in a way that injures the company; or that the managers or members are deadlocked, cannot break the deadlock, and irreparable injury to the company is threatened or already happening.

Dissolution is not always the goal, and it is often not the outcome. Once a petition is on file, the court can, on a showing of sufficient merit, appoint a receiver or custodian to take control of the company’s affairs, or order that the petitioning member’s interest be purchased. Before a receiver or custodian is appointed, the court must hold a hearing after notice to the parties and any interested person it designates. That hearing is where the quality of the paper trail matters most: bank records, capital account histories, emails showing who approved what.

Operating agreements can change the path. If the agreement contains a deadlock sale mechanism, such as a buy-sell clause that lets one member name a price and the other choose to buy or sell, and that mechanism is initiated before the court finds the deadlock ground established, the contractual process applies in place of a dissolution order or a court-directed purchase under section 605.0706. Whether a clause was drafted well enough to be enforced, and whether it was properly triggered, is frequently the first fight in the case.

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

The Andrew M. Schwartz Legal Team represents business owners, investors, and families in South Florida’s most difficult business and real estate disputes, serving clients in Fort Lauderdale and throughout Broward County, as well as Boca Raton, West Palm Beach, and the rest of Palm Beach County. The firm’s work centers on business divorce, partnership and member disputes, complex contract litigation, partition actions, and injunctions, and it also represents clients from New York, New Jersey, and Connecticut who hold business or real estate interests in South Florida. Many matters come to the firm as referrals from other attorneys, including out of state lawyers whose clients have disputes here and Florida lawyers who do not handle business litigation.

Founder Andrew M. Schwartz was admitted to The Florida Bar in 1989 and has spent 37 years in litigation, with a career built around contract disputes, business divorces, and conflicts among partners, LLC members, and shareholders. He earned his undergraduate degree at Emory University in 1986 and his law degree at the University of Miami in 1989. He 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. That matters in Broward, where an LLC dispute can end up in the state circuit court or, depending on the claims and the parties, the federal court in Fort Lauderdale.

The firm practices as a true legal team: everyone working on a matter knows the file, and there is a strict 24 hour return call policy when the attorneys are in court. A recent result illustrates the kind of work involved. After a 5-day bench trial in Broward County Circuit Court, the court issued a 32-page final judgment awarding the firm’s client specific performance of a commercial real estate contract. The firm is also experienced in mediation and arbitration, and Mr. Schwartz’s stated view is that clients usually want a lawyer who uses finesse when finesse will do and who keeps fees in proportion to what is at stake. For out of state members, the firm handles the local court appearances so they do not have to travel for every hearing.

Common Fact Patterns in Fort Lauderdale LLC Member Disputes

• Deadlocked Management: Two equal members, or two blocs of members, cannot reach a majority on budgets, hiring, sale of the business, or a lease renewal. Section 605.0702 treats an unbreakable deadlock that threatens irreparable injury as a ground for dissolution, but a buy-sell clause in the operating agreement may control first.
• Diverted or Unexplained Company Funds: A manager pays personal expenses from the company account, commingles funds, or cannot account for distributions. Claims commonly include an accounting, breach of fiduciary duty, conversion, and recovery of the money.
• Minority Member Freeze-Outs: A majority owner stops paying distributions, withholds financial records, removes a member from the day-to-day business, or dilutes an interest through a capital call the minority cannot meet.
• Breach of the Operating Agreement: A member competes with the company, transfers an interest in violation of transfer restrictions, ignores required consent provisions, or disregards the agreement’s dispute resolution clause. These cases often turn on the exact wording and the parties’ course of dealing.
• Valuation and Buyout Fights: Members agree someone should leave but disagree on what the interest is worth. Disputes involve discounts, goodwill, real estate held inside the company, and which date the value is measured from.
• Family and Friend-Owned Companies: Siblings who inherited a business, parents and children with different plans, or spouses and in-laws who share ownership. These cases require discretion alongside firm protection of the client’s financial position.
• Real Estate Held in an LLC: Investment property owned through a company, where members disagree about selling, refinancing, or managing it. Related remedies can include partition or quiet title claims when ownership is split outside the company.
• Emergency Asset Protection: Situations where money or property is being moved while the dispute is pending. Temporary and permanent injunctions can stop transfers and preserve the status quo.

What to Do Now If a Co-Member Is Putting Your Investment at Risk

Start by securing information while you still have access to it. Gather the articles of organization, the operating agreement and every amendment, tax returns, K-1s, bank and credit card statements, capital contribution records, and any written communications about money or decisions. If you are a member with a statutory or contractual right to inspect company books, exercise it in writing and keep a record of the request and any refusal. Do not take documents you are not entitled to, and do not log into accounts you have been cut off from; that creates problems of its own.

Read the operating agreement for four things before you do anything else: the dispute resolution clause (mediation, arbitration, or a specified venue), any buy-sell or deadlock sale provision, the removal and transfer provisions, and the fee-shifting language. Those provisions frequently decide whether your case starts in court or in a conference room, and whether winning means recovering your legal fees.

Watch the clock. Florida sets a five-year limit for actions founded on a written instrument, which covers most operating agreement claims, and four years for contract claims that are not based on a written document. A fraud claim runs four years from discovery, with an outside cap of 12 years. A one-year period applies to specific performance actions. Time spent negotiating does not necessarily pause any of these, so calendar the earliest possible date and work backward.

If money or property is actively leaving the company, the question is not whether to file but how fast. Emergency injunctive relief can be sought early in a case to freeze transfers and preserve assets, and it should be supported with specific evidence rather than general suspicion. In Broward County, cases arise in the Seventeenth Judicial Circuit, which maintains a complex business division handling matters such as dissolutions of certain business entities and large business litigation; a case can be filed directly into that division only by following the circuit’s administrative order, and the Clerk then randomly assigns it. Claims above the county court ceiling belong in circuit court, which sits at the Central Judicial Complex in Fort Lauderdale. Federal court enters the picture when the parties are diverse and the claims qualify; the Southern District of Florida holds court in Fort Lauderdale as well as West Palm Beach for Palm Beach County matters.

Finally, avoid the mistakes that weaken otherwise strong cases: accepting a “temporary” loss of access to the books, signing a new agreement or amendment under pressure, venting in emails to the other member, or continuing to sign company obligations without protecting yourself. Before you respond to a demand letter or sign anything, have your documents reviewed by a Fort Lauderdale business litigation attorney who can tell you what you can still enforce and what you may have already given up.

Buyouts, Receivers, and Other Ways These Cases End

Most LLC member disputes do not end with a judge dissolving a company. Many end in a negotiated purchase of one side’s interest, often after mediation, and the leverage for that deal comes from what a court could do. A petition for dissolution or a motion for a receiver puts real pressure on a controlling member who would rather keep the business running than watch a custodian examine the books.

The corporate statute offers a useful comparison for shareholders in a corporation. Under section 607.1436, when a shareholder petitions for judicial dissolution on certain grounds, the corporation or the other shareholders can elect to buy the petitioner’s shares at fair value, and 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 election is irrevocable unless the court finds it equitable to set it aside or modify it. The corporation must also notify shareholders other than the petitioner, within 30 days of the proceeding starting, that they may avoid dissolution by electing to buy. For LLCs, section 605.0706 serves a similar function, and the court can order a purchase of a petitioning member’s interest. Which statute applies depends on how the entity was formed, and the difference matters when a company has changed forms or a client holds interests in both.

Receivers and custodians are used more sparingly. A court appointing one is stepping into the management of a private company, so judges want evidence that ordinary remedies will not work. Where a receiver is appointed, the practical effect is that decisions about cash, contracts, and sometimes the sale of the business move out of the members’ hands. Courts also have authority in corporate dissolution proceedings to issue injunctions and take other steps to preserve assets while the case is pending, and the same protective logic is applied in LLC disputes.

Questions Fort Lauderdale Members Ask About LLC Disputes

Can I force another member out of my Florida LLC?

It depends first on the operating agreement. Many agreements include expulsion, dissociation, or buyout provisions with specific triggers. Where the agreement is silent or inadequate, Florida law gives a court remedies in cases of serious misconduct or when the company cannot function, but a judge will not simply remove a member because the relationship has soured. An attorney needs to read the agreement and the facts before telling you which route is realistic.

What counts as a deadlock under Florida law?

Under section 605.0702, the managers or members must be deadlocked, unable to break the deadlock, with irreparable injury to the company threatened or occurring. Disagreement alone is not enough; the question is whether the company’s operations are actually being harmed and whether the governing documents offer a way out.

Can I sue if a member is taking company money?

Yes. Depending on the facts, claims can include breach of fiduciary duty, an accounting, conversion, and recovery of the funds. Where assets are being moved, a court can be asked for injunctive relief to stop transfers while the case continues. Misappropriation or waste that injures the company is also a statutory ground for dissolution.

How long do I have to file a claim over a breach of the operating agreement?

For claims founded on a written instrument such as an operating agreement, Florida allows five years. Claims not based on a written document have four years, and fraud claims run four years from discovery subject to a 12-year outside limit. Specific performance has a one-year period. Deadlines can differ by claim, so do not assume the longest period applies.

Does the operating agreement control, or does the statute?

Both matter. The operating agreement governs most internal affairs, but certain statutory rights and court powers cannot simply be written out of existence. A well-drafted deadlock or buy-sell clause that is properly triggered can displace dissolution or a court-ordered purchase, so the sequence of what each side files and when can change the result.

Which court will hear my case if the LLC is based in Fort Lauderdale?

Most disputes with significant money at stake belong in the Seventeenth Judicial Circuit in Broward County. Disputes involving smaller amounts can fall in county civil court, but LLC dissolution and equitable claims generally proceed in circuit court. Federal court is available only where federal jurisdiction exists, such as properly diverse parties.

Can I handle this from New York or New Jersey?

Yes. The firm regularly represents clients from New York, New Jersey, and Connecticut who own interests in South Florida companies and property, handling the Florida appearances and keeping the client informed at each stage, with scheduled conference calls at times that work for everyone.

Will a receiver take over my company if I file for dissolution?

Not automatically. The court may appoint a receiver or custodian only after notice and a hearing, and typically only when the petitioner shows sufficient merit and that the company or its assets need that level of protection. Often the realistic outcomes are a negotiated buyout, a structured wind-down, or a court-ordered purchase.

What if my LLC owns real estate and members disagree about selling it?

The dispute may be resolved through the company’s governance, a buyout, or, where co-ownership exists outside the company structure, a partition action under Florida’s partition statute. In a partition case, a court can divide the property or, when division would prejudice the owners, order a sale and distribute the proceeds according to ownership shares. Title disputes can also be addressed through a quiet title action.

Is it worth hiring a lawyer if I am a minority member with a small stake?

Often yes, because a small percentage can still represent substantial value, and minority members are the ones most exposed to being starved of information and distributions. The answer depends on the size of the stake relative to the cost of the dispute, which is why the firm looks for a resolution that fits both the client’s goals and budget rather than prolonging a case.

Do I have to go to trial?

No. Many disputes resolve through negotiation, mediation, or arbitration, particularly when the operating agreement requires it. The firm is experienced in alternative dispute resolution as well as courtroom litigation, and the stronger your preparation, the better your negotiating position either way.

Serving Fort Lauderdale and Broward County Member Dispute Clients

The firm’s LLC member dispute work in Fort Lauderdale extends across Broward County, from downtown Fort Lauderdale, Las Olas, Victoria Park, Rio Vista, and Coral Ridge to Oakland Park, Wilton Manors, Lauderdale-by-the-Sea, Pompano Beach, Deerfield Beach, Coconut Creek, Margate, Tamarac, Lauderhill, Plantation, Sunrise, Davie, Weston, Cooper City, Pembroke Pines, Miramar, Hollywood, and Hallandale Beach. We also represent members and investors in neighboring Palm Beach County, including Boca Raton, Delray Beach, Boynton Beach, Wellington, West Palm Beach, and Palm Beach Gardens, as well as clients elsewhere in South Florida. Clients from New York, New Jersey, and Connecticut with a stake in a South Florida company can retain the firm to handle the local side of their case.

Speak With a Fort Lauderdale LLC Member Dispute Lawyer

If you are locked in a standoff with a co-owner, watching money disappear, or trying to find a clean way out of a company, the Andrew M. Schwartz Legal Team can review your operating agreement, explain what a Broward County court can and cannot do, and tell you what path makes sense for your goals and your budget. Call to discuss your situation with a Fort Lauderdale LLC member dispute lawyer who will give you a straight assessment of your options before you commit to a course of action.