Hallandale Beach Business Transactions Attorney
Hallandale Beach owners, investors, and landlords sign contracts that carry real weight: a purchase of a restaurant on Hallandale Beach Boulevard, an operating agreement for a condo-adjacent investment, a lease for retail space near the racetrack and casino district. The Andrew M. Schwartz Legal Team advises and represents businesses and individuals in Hallandale Beach business transactions attorney matters, from drafting and negotiating agreements to litigating them when a deal goes wrong, for clients in Broward County, Palm Beach County, and across South Florida.
A transaction lawyer and a litigator look at the same document differently. The transactional lawyer asks what the paper needs to say today. The litigator knows what a judge will do with the words in three years when the relationship has soured. Our firm does both, and that is the point. Language that seems harmless at signing, such as a vague buyout formula, a missing deadlock clause, or an unclear capital contribution, is exactly what ends up in dispute later.
Why Choose the Andrew M. Schwartz Legal Team for Business Transactions
The Andrew M. Attorney Andrew M. Schwartz has spent 37 years in litigation, admitted to The Florida Bar in 1989, with a career built around 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. Senior Counsel Sundeep Nath, a Northwestern-trained litigator, brings years of experience in business and real estate cases in state and federal courts.
That litigation background shapes how we handle deals. We have seen how purchase agreements, operating agreements, shareholder agreements, commercial leases, loan documents, and construction contracts fail, so we draft and review them with the failure points in mind. The firm practices as a true legal team, meaning everyone working on your matter knows the file. We keep a strict 24 hour return call policy, and clients get answers rather than a runaround.
Results in court back that up. After a 5-day bench trial in Broward County Circuit Court, the firm’s client received a 32-page final judgment granting specific performance of a commercial real estate contract. Winning a judgment that forces a seller to close is the kind of outcome that depends on a contract built correctly in the first place.
We also serve as outside general counsel for businesses that want regular legal access without an in-house lawyer, including acting as the company’s registered agent. Many clients come to us through referrals from other attorneys, including out of state lawyers whose clients have Florida deals, and we keep referring counsel informed throughout.
Types of Business Transactions We Handle for Hallandale Beach Clients
- Business Purchases and Sales: Buying or selling a company turns on the purchase agreement: price adjustments, representations about the books, indemnification, and what happens if the seller overstated revenue. We negotiate and review these terms before closing, and litigate them when a deal collapses.
- Operating Agreements and Shareholder Agreements: These documents decide who controls the company, how profits are split, and how an owner exits. Buyout formulas, valuation methods, and deadlock provisions are where partnerships most often break down later.
- Commercial Leases: Retail, office, and restaurant leases in Hallandale Beach carry personal guarantees, escalation clauses, and default provisions that deserve scrutiny before signing, whether you are the landlord or the tenant.
- Commercial Real Estate Contracts: Purchase and sale contracts, failed closings, and disputes over whether a buyer or seller can be compelled to perform. Our firm has obtained specific performance of a commercial contract after trial.
- Loan Documents and Financing Arrangements: Promissory notes, guaranties, and investor loans between owners often cause disputes when repayment terms were informal or never written down.
- Construction and Vendor Contracts: Scope, payment milestones, and change-order language decide who bears the cost when a project runs over.
- Investor and Co-Owner Arrangements: Group investments in property or a business need clear exit rights, particularly for out of state investors who are not on site day to day.
- General Counsel Support: Ongoing contract review, compliance questions, and operational advice that keep small disagreements from becoming lawsuits.
What to Do Before You Sign, and What to Do When a Deal Goes Wrong
Before signing, get the whole agreement in front of a lawyer, including exhibits, schedules, and any document it incorporates by reference. Ask who controls decisions, how an owner leaves, how the company is valued if someone buys out another, and what happens if the owners deadlock. If an operating agreement or shareholder agreement is silent on these points, Florida’s default rules fill the gap, and those defaults rarely match what the parties assumed.
If a deal has already gone wrong, gather the signed agreement, every amendment, emails and texts between the parties, financial statements, bank records, and any notice of default. Do not sign a new document, amend an old one, or make a partial payment without advice. Do not move company funds or lock a partner out of accounts on your own; actions like that can create claims against you.
Deadlines matter more than most people expect. In Florida, an action founded on a written contract generally must be brought within five years, while a claim on an oral or implied contract has four years. Fraud claims run four years from discovery, with an outer limit of 12 years. A suit seeking specific performance carries a one-year period, which is much shorter, so a buyer or seller who wants a court to force a closing cannot wait. Professional malpractice claims, such as against a lawyer or accountant who handled the deal, have a two-year period running from discovery.
Where the case is filed depends on the amount and the subject. Hallandale Beach sits in Broward County, so disputes are generally heard by the Circuit Court of the Seventeenth Judicial Circuit in and for Broward County, with regional courthouses in Hollywood, Deerfield Beach, Plantation, and the Central Judicial Complex in Fort Lauderdale. Claims above $50,000 belong in circuit court; claims between $8,000.01 and $50,000 go to county court; and small claims cover amounts up to $8,000. The Seventeenth Circuit also operates a complex business division that handles dissolution of certain business entities and large business and construction litigation. Federal court in Fort Lauderdale is an option when the dispute meets federal jurisdictional requirements. If the contract also touches Palm Beach County property or parties, the Fifteenth Judicial Circuit sits in West Palm Beach.
Many disputes never reach trial. Mediation and arbitration are often faster and cheaper, and our attorneys handle both as well as courtroom litigation. When an asset is at risk of being moved or spent, we can seek temporary or emergency injunctive relief while the case proceeds.
When a Transaction Becomes a Business Divorce
Sometimes the contract problem is really an ownership problem. Co-owners who can no longer work together have specific remedies under Florida law. For an LLC, a court may order dissolution when owners are deadlocked and irreparable injury to the company is threatened, when assets are being misappropriated or wasted, when controlling members are acting illegally or fraudulently, or when it is no longer reasonably practicable to operate under the operating agreement. A court may also appoint a receiver or custodian after a hearing, or order a buyout of a petitioning member’s interest. If your operating agreement already contains a deadlock sale provision that was properly triggered before the court finds deadlock, that provision generally controls.
For corporations, shareholders can seek judicial dissolution on statutory grounds, and the corporation or other shareholders can elect to buy out the petitioning shareholder at fair value. If the parties agree on value within 60 days after the first election, the court enters an order on those terms, and the election is irrevocable unless the court finds it equitable to modify it. The corporation must also notify the other shareholders within 30 days that they may avoid dissolution by buying the petitioner’s shares. These procedures reward owners who understand them early.
Money disputes follow the same pattern. Unpaid distributions, diverted funds, commingled accounts, and partners who cannot account for company money support claims for an accounting, breach of fiduciary duty, and recovery of funds. When the dispute involves jointly owned real estate, we also handle partition actions and quiet title claims.
Questions About Business Transactions in Hallandale Beach
What does a business transactions attorney actually do?
A business transactions attorney drafts, reviews, and negotiates the agreements that create, transfer, or finance a business: purchase agreements, operating and shareholder agreements, leases, loan documents, and vendor contracts. The goal is a document that does what the parties intend and holds up if challenged.
Do I need a lawyer to buy or sell a small business?
You are not legally required to have one, but price, warranties about the company’s finances, and indemnification terms are negotiated in the contract, and mistakes are expensive to fix after closing. Even a modest deal benefits from legal review.
Should my LLC have an operating agreement even if I own it with one other person?
Yes. Without a written agreement, state default rules govern control, profit splits, and exits, and they may not reflect your understanding. A well-drafted agreement should address contributions, decision-making, buyouts, and deadlock.
How long do I have to sue for breach of a written contract in Florida?
Five years for a claim founded on a written instrument. Oral or implied contract claims have four years. Recent changes to Florida’s negligence deadline did not alter the five-year written-contract period.
What is specific performance, and is the deadline different?
Specific performance is a court order requiring a party to carry out a contract, commonly used when a seller refuses to close on real property. The limitations period for that action is one year, so it should be evaluated quickly.
Which court would hear my business contract dispute?
Disputes above $50,000 go to circuit court, mid-range claims to county court, and amounts up to $8,000 to small claims. For Hallandale Beach clients, that is typically the Broward County courts, with a complex business division available for qualifying matters, and federal court when jurisdiction exists.
My business partner is taking money from the company. What can I do?
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 while the case is pending.
Can a contract dispute be resolved without a lawsuit?
Often, yes. Negotiation, mediation, and arbitration resolve many disputes, and some contracts require arbitration or mediation before suit. We pursue the path most likely to meet your goals efficiently.
Can I enforce a deadlock sale clause instead of going to court?
If your operating or shareholder agreement has a deadlock sale provision and it is initiated and carried out properly, it can apply in place of a judicial dissolution order or court-ordered buyout. The timing of when it is triggered matters, so review the agreement before filing anything.
I live in New York or New Jersey but own a business interest here. Can you handle it?
Yes. We regularly represent clients from New York, New Jersey, and Connecticut with business or real estate interests in South Florida, handling local court appearances and keeping you informed so you do not have to travel for every hearing.
Does my lawyer’s or accountant’s mistake on a deal give me a claim?
Possibly. Professional malpractice claims have a two-year period that runs from when the claim was or should have been discovered with due diligence, so waiting can forfeit the claim.
Serving Business Transactions Clients Across Broward and Palm Beach Counties
From Hallandale Beach, our work extends along the Broward County coast and inland. We represent business owners and investors in Hallandale Beach itself, neighboring Aventura and Sunny Isles Beach in Miami-Dade, and throughout Hollywood, Dania Beach, Fort Lauderdale, Pembroke Pines, Miramar, Plantation, Davie, Sunrise, Pompano Beach, and Deerfield Beach in Broward County. To the north, we serve clients in Boca Raton, Delray Beach, Boynton Beach, and West Palm Beach in Palm Beach County, along with business owners elsewhere in Palm Beach County and South Florida. We also serve clients from New York, New Jersey, and Connecticut whose companies, partners, or property are here. Whether the deal involves a storefront, a commercial building, or a shared investment, we handle the contract work and the courtroom work in the counties where these disputes are decided.
Speak With a Hallandale Beach Business Transactions Lawyer
If you are about to sign a significant agreement, or a deal you already signed is falling apart, the Andrew M. Schwartz Legal Team can review the document, explain where you stand, and move quickly where deadlines or assets are at stake. Call to schedule a consultation with a Hallandale Beach business transactions lawyer and get answers before the next decision is made for you.