Fort Lauderdale Partnership Dispute Attorney

The Andrew M. Schwartz Legal Team represents business owners, LLC members, shareholders, and co-investors in Fort Lauderdale and across Broward County whose relationships with their partners have broken down, and it also handles these matters for clients in West Palm Beach and throughout Palm Beach County. A Fort Lauderdale partnership dispute attorney is usually called when the problem has moved past a disagreement: money is unaccounted for, one owner has locked another out of decisions, or the company cannot function because two equal owners will not budge.

Partnership disputes are easy to confuse with ordinary contract fights, and the difference matters. A partner is not simply a counterparty. Owners of a company owe one another duties of loyalty and care, and that changes what can be claimed, what the court can order, and how fast the case needs to move. A dispute can also involve a statute that lets a judge dissolve the company, order a buyout, or appoint a custodian to run it, remedies that have no equivalent in a plain breach of contract suit.

Most of these cases begin quietly. A member stops getting distributions, a manager refuses to share books, or a co-owner starts a competing venture using company relationships. By the time a lawyer is called, the real question is usually not who was right, but how this ends: a buyout, a sale, a wind-down, or a trial. The sooner that question is framed correctly, the more options remain.

Why Choose the Andrew M. Schwartz Legal Team for a Partnership Dispute

The Andrew M. Schwartz Legal Team is a business and real estate litigation firm serving Broward County, Palm Beach County, and South Florida, along with clients from New York, New Jersey, and Connecticut who hold business or property interests here. Founder Andrew M. Schwartz was admitted to The Florida Bar in 1989 and has spent 37 years in litigation, with his career built around complex 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.

Senior Counsel Sundeep Nath, a Northwestern-trained litigator, works alongside him and brings years of experience in business and real estate cases in both state and federal courts. That matters in South Florida, where a partnership dispute can land in a Broward or Palm Beach circuit court or, when the parties and claims support it, the Southern District of Florida. The firm practices as a true legal team, meaning everyone working on a matter knows the file and can answer when a client calls, and it keeps a strict 24 hour return call policy when the lawyers are in court.

Results in contested real estate and contract cases are part of the record. After a 5-day bench trial, the Broward County Circuit Court issued a 32-page final judgment in May 2024 awarding the firm’s client specific performance of a commercial real estate contract. Cases like that turn on the exact wording of an agreement and the history of the parties’ dealings, which is the same kind of close reading that operating agreement and shareholder agreement disputes require.

The firm also tends to recommend the path that fits the client’s goals and budget. Mediation and arbitration are part of the toolkit alongside courtroom litigation, and the aim is a resolution that serves the client rather than a longer case for its own sake. Many matters reach the firm by referral from other attorneys, including out of state lawyers whose clients have Florida disputes, and the firm handles local court appearances so out of state clients do not have to travel for every hearing.

Types of Partnership and Co-Owner Disputes We Handle

• Deadlocked Management: Two 50 percent owners, or a board split evenly, cannot approve a budget, a hire, or a sale. Florida’s LLC statute treats an unbreakable deadlock that threatens or causes irreparable injury as a ground for judicial dissolution, though a deadlock sale provision in the operating agreement, if properly initiated first, can take priority.
• Buyouts and Valuation Fights: One owner wants out, or the others want one owner gone, and the number is the entire dispute. For corporations, Florida lets the company or other shareholders elect to buy a petitioning shareholder’s shares at fair value, with a 60-day window to agree on price and terms before the court steps in.
• Breach of Operating or Shareholder Agreements: Unauthorized transfers, ignored consent requirements, missed capital calls, and violations of noncompete or buy-sell terms. These claims often rest on a written instrument, which carries a five-year limitations period under Florida law.
• Breach of Fiduciary Duty: A managing partner steers opportunities to a side company, pays himself beyond what the agreement allows, or hides information from minority owners. Remedies can include an accounting, damages, and removal from control.
• Missing or Diverted Funds: Unpaid distributions, commingled accounts, and managers who cannot explain where company money went. Florida’s LLC statute lists misappropriation or waste of assets that injures the company as a ground for dissolution, and the court can appoint a receiver or custodian after a hearing.
• Minority Owner Freeze-Outs: Majority owners cut off salary, distributions, or access to books and then offer a lowball buyout. These cases often combine fiduciary duty, accounting, and dissolution claims.
• Family Business Disputes: Siblings who inherited a company together, parents and children who disagree about its future, or spouses and in-laws who share ownership. The firm handles these with discretion while protecting the client’s financial position.
• Jointly Owned Real Estate: Former partners and co-investors who own property together can ask a court for partition, either by dividing the land or ordering a sale and splitting the proceeds. Title disputes and quiet title actions often follow a partnership breakup.

What to Do and Where to Go When a Partnership Is Failing

The first practical step is to secure the paper. Gather the operating agreement, shareholder agreement, or partnership agreement along with every amendment, the articles of organization or incorporation, capital contribution records, tax returns, bank statements, and any emails or texts in which the owners discussed money, control, or exit. Agreements often contain buyout formulas, notice requirements, mandatory mediation or arbitration clauses, and deadlock sale mechanisms that decide which road is available. A clause requiring arbitration, for example, can send the dispute out of court entirely, while a deadlock sale clause initiated before a court finds deadlock can displace a dissolution order.

Second, watch the clock. A claim founded on a written instrument has five years under Florida law; an oral or implied agreement has four; and a fraud claim runs four years from discovery, subject to a 12-year outer limit. A suit seeking specific performance carries a one-year period, which surprises many people. Fiduciary and negligence theories can be shorter. Because the right label for a claim determines its deadline, do not assume you have years simply because the relationship soured slowly.

Third, do not self-help in ways that hand the other side an argument. Locking a partner out of accounts, moving company funds, or deleting records can convert a dispute you were winning into one where you are defending your own conduct. If you suspect money is being moved, that is the situation where emergency relief matters: a court can issue injunctions and take steps to preserve company assets while the case is pending, and in a corporate dissolution proceeding it can appoint a receiver or custodian and keep the business running until a full hearing.

On the court side, Broward County sits in the Seventeenth Judicial Circuit, and Fort Lauderdale cases are typically filed in the circuit civil division at the Central Judicial Complex. The Seventeenth Circuit also operates complex business divisions that handle dissolution of certain business entities and large business litigation, and a case can be filed directly into one only by following the circuit’s administrative order and filing the required form with the Clerk at filing. Amounts in controversy above the county court ceiling belong in circuit court, which is where most serious partnership disputes land. Palm Beach County matters go to the Fifteenth Judicial Circuit, with the main courthouse in West Palm Beach. When the parties and claims support federal jurisdiction, the Southern District of Florida sits in both Fort Lauderdale and West Palm Beach.

Finally, think about the end state before the first filing. A partner who wants a clean exit needs different pleadings than one who wants to keep the company and push the other owner out. Deciding early whether the goal is a negotiated buyout, a sale of the business, a structured wind-down, or court-ordered dissolution shapes which claims to bring and which injunctions to request.

How Florida Courts Resolve LLC and Corporate Partner Conflicts

Florida gives courts specific tools for owner conflicts, and which tool applies depends on the entity. For limited liability companies, a manager or member can petition for dissolution on several grounds: the company’s affairs are being conducted unlawfully; it is not reasonably practicable to carry on the business consistent with the articles and operating agreement; those in control have acted or are expected to act illegally or fraudulently; assets are being misappropriated or wasted; or the owners are deadlocked, cannot break the deadlock, and irreparable injury is threatened or occurring. On a showing of sufficient merit, the court may appoint a receiver or custodian or order the purchase of the petitioning member’s interest, and it must hold a hearing after notifying the parties before naming a receiver or custodian.

For corporations, a shareholder can seek judicial dissolution or another remedy, including where the corporation has abandoned its business and failed within a reasonable time to liquidate and dissolve. The statute gives the company and the other shareholders a way to avoid dissolution by electing to buy the petitioner’s shares at fair value. Within 30 days of the start of that kind of proceeding, the corporation must notify the other shareholders of that right, and once made, an election to purchase is irrevocable unless the court finds it equitable to set it aside or modify it. A shareholder’s right to use a compliant deadlock sale provision in a shareholder agreement is not lost by filing the dissolution action.

The practical lesson is that the written agreement and the statute work together. A well-drafted agreement can streamline an exit; a poorly drafted or missing one leaves the parties to the statute and to a judge’s view of fair value. The firm’s general counsel program exists partly for that reason: having a litigator review governance documents before a dispute begins often keeps a disagreement from becoming a lawsuit.

Partnership Dispute Questions We Hear in Fort Lauderdale

What counts as a partnership dispute?

Any conflict among co-owners of a business, whether they are general partners, LLC members, or shareholders. Common examples include disagreements over control, profits, valuation, a partner’s side dealings, missing money, and whether the company should continue.

Can I force a partner out of my Florida LLC?

It depends on the operating agreement and the conduct involved. Many agreements include buyout, expulsion, or dissociation provisions, and Florida law provides court remedies when members are deadlocked, when assets are being misappropriated, or when the company cannot reasonably operate under its governing documents. A lawyer needs to read the agreement before advising which route is open.

What if my partner is taking money from the business?

You may have claims for breach of fiduciary duty, an accounting, conversion, and recovery of the funds. Where assets are at risk of being moved or spent, a court can issue injunctive relief and, in dissolution cases, appoint a receiver or custodian after a hearing.

How long do I have to sue?

For a claim founded on a written agreement, five years. For an oral or implied agreement, four years. Fraud runs four years from discovery with a 12-year cap, and a specific performance action has one year. Because different claims in the same dispute can carry different deadlines, do not wait.

Does every partnership dispute end up in court?

No. Many resolve through negotiation, mediation, or arbitration, and some agreements require one of those steps first. The firm’s attorneys are experienced in alternative dispute resolution as well as trial work and pursue the path most likely to reach the client’s goals efficiently.

What happens if the court orders my company dissolved?

Dissolution does not mean the assets simply vanish. The company winds up its affairs, and the court can supervise the process, appoint a receiver or custodian, and in some cases order a buyout instead. A buyout election, where available, can let the business continue under the remaining owners.

Is a buyout different from a dissolution?

Yes. In a buyout, one side purchases the other’s interest, usually at fair value, and the company continues. In a dissolution, the business is wound down and assets are sold or distributed. Florida’s corporate statute lets the company or other shareholders elect to buy out a petitioning shareholder to avoid dissolution.

My business partner is also my relative. Does that change anything?

The legal claims are the same, but the strategy is not. Family disputes call for discretion, careful communication, and realistic thinking about what outcome the family can live with. If the dispute also involves jointly inherited real estate, partition rules, including special protections for heirs property, may come into play.

We co-own real estate through the business. Can a court force a sale?

Often yes. Under Florida’s partition statute, a court can divide jointly owned land or, where division would prejudice the owners, order it sold at public auction with proceeds shared by interest. If the property qualifies as heirs property, a separate set of procedures applies that favors keeping family land in the family when possible.

I live out of state. Can I handle this from afar?

Yes. The firm regularly represents clients from New York, New Jersey, and Connecticut whose partners or co-owners are in South Florida. The firm handles court appearances and proceedings locally and keeps clients informed, often by scheduled conference calls.

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

Usually, at least for a consultation. Partnership disputes involve fiduciary duties, short deadlines on certain claims, and agreements that may limit or direct your remedies. A review early on can save a client from missing a deadline or waiving a right.

Which court will hear my case?

Disputes above the county court ceiling go to circuit court. In Broward County, that is the Seventeenth Judicial Circuit, which also has complex business divisions; in Palm Beach County, it is the Fifteenth Judicial Circuit. Certain cases with federal jurisdiction can proceed in the Southern District of Florida.

Serving Partnership Dispute Clients Across Fort Lauderdale and Broward County

The firm’s work for Fort Lauderdale owners reaches from downtown and the Las Olas corridor through Victoria Park, Rio Vista, Coral Ridge, Wilton Manors, and Oakland Park, and out to Lauderdale-by-the-Sea, Pompano Beach, and Lighthouse Point. It extends west and south to Plantation, Sunrise, Davie, Cooper City, Weston, Pembroke Pines, Miramar, Hollywood, Hallandale Beach, and Dania Beach, and north to Deerfield Beach, Coconut Creek, Coral Springs, Parkland, and Tamarac. Many of these communities host the closely held companies, professional practices, restaurants, marine businesses, and investment properties that generate owner disputes.

Across the county line, the firm also represents clients in Palm Beach County, including Boca Raton, Delray Beach, Boynton Beach, Lake Worth, West Palm Beach, Palm Beach Gardens, and Jupiter. Clients from New York, New Jersey, and Connecticut with business or real estate interests anywhere in this region work with the firm as well, and attorneys elsewhere refer matters involving Florida co-owners.

Speak With a Fort Lauderdale Partnership Dispute Lawyer

When a partner is draining accounts, shutting you out, or demanding a buyout on terms that make no sense, the choices you make in the first few weeks shape what is possible later. A Fort Lauderdale partnership dispute lawyer at the Andrew M. Schwartz Legal Team can review your agreement, identify which claims and deadlines apply, and lay out realistic paths from negotiation to trial. Call the firm to schedule a consultation and talk through where your dispute stands.