Lantana LLC Member Dispute Attorney

Most LLC member disputes end the same way: the members get a buyout they can live with, a clean separation, or a court order that unsticks a frozen company. The Andrew M. Schwartz Legal Team helps owners reach that point. As a Lantana LLC member dispute attorney team, we represent LLC members, managers, and minority owners in Lantana and across Palm Beach County and Broward County who are locked in conflict with the people they went into business with.

An LLC dispute is not the same thing as a general contract fight, and it is not quite a partnership dispute either. The rights of an LLC member come from two places at once: the company’s operating agreement and Florida’s Revised LLC Act in Chapter 605. When the agreement is silent, vague, or was never signed at all, the statute fills the gap, and the statute has its own specific grounds for judicial dissolution, buyouts, and court-appointed custodians. Knowing which rulebook controls a given problem is where most of the early work happens.

Why Choose the Andrew M. Schwartz Legal Team for an LLC Member Dispute

The Andrew M. We serve Lantana, Boca Raton, West Palm Beach, Fort Lauderdale, and communities throughout Palm Beach County and Broward County, and we also represent clients from New York, New Jersey, and Connecticut whose co-members or property are here. Our practice centers on business divorce, member and partnership disputes, complex contract litigation, partition actions, and injunctions.

Andrew M. He earned his undergraduate degree at Emory University in 1986 and his law degree at the University of Miami in 1989. His career has been built around contract disputes, business divorces, and conflicts between partners, LLC members, and shareholders, which is exactly the terrain of a member dispute. Sundeep Nath, Senior Counsel, is a Northwestern-trained litigator with years of experience in business and real estate cases in both state and federal courts.

We practice as a true legal team, meaning everyone working on your matter knows the file and can answer when you call. We keep a strict 24 hour return call policy when we are in court. Our attorneys are experienced in mediation and arbitration as well as courtroom litigation, and we look for the resolution that fits a client’s goals and budget rather than stretching a case out for its own sake.

Our results include a recent five-day bench trial in Broward County Circuit Court that ended in a 32-page final judgment awarding our client specific performance of a commercial real estate contract. Disputes among LLC members frequently involve real property, so that kind of courtroom experience with contract and real estate claims carries over directly.

Common Disputes Between LLC Members

• Deadlocked Management: Two 50/50 members, or a board of managers split evenly, cannot approve a budget, a sale, or a new hire. Florida law treats an unbreakable deadlock that threatens irreparable injury to the company as a ground for judicial dissolution.
• Buyout and Valuation Fights: One member wants out, or wants the other out, and the two sides are far apart on what the interest is worth. Valuation methods, discounts, and the date of valuation are often the real battleground.
• Misappropriated or Wasted Company Assets: A member or manager diverts funds, pays personal expenses through the company, or runs the business into the ground. Misappropriation or waste that causes injury is its own statutory ground for dissolution, and it supports claims for an accounting and recovery of funds.
• Breach of the Operating Agreement: Capital call defaults, ignored voting provisions, unauthorized transfers of membership interests, violated non-compete or non-solicit terms, and distributions that do not follow the agreement.
• Breach of Fiduciary Duty: A managing member who self-deals, usurps a company opportunity, or hides information from the other members.
• Minority Member Oppression: A controlling member freezes out a smaller owner by withholding distributions, shutting off access to books and records, or paying out inflated compensation to themselves.
• Family and Friend-Owned LLCs: Siblings, spouses, and in-laws who co-own an LLC, often with a thin or nonexistent operating agreement, and a relationship that adds weight to every financial decision.
• LLCs That Hold Real Estate: Rental properties, development parcels, and investment property held in an LLC raise title, partition, and lease questions alongside the member conflict itself.

What to Do Right Now When Your Co-Member Relationship Breaks Down

Start by locating the paper. Gather the articles of organization, the operating agreement and every amendment, any buy-sell or deadlock provision, capital contribution records, tax returns, bank statements, and the company’s financial statements. Many operating agreements contain mandatory mediation or arbitration clauses, notice-and-cure requirements, or buyout formulas that determine what you can do and in what order. Missing a pre-suit step can cost you leverage.

Next, watch the clock. Florida sets a five-year limitations period for actions founded on a written instrument, which covers most operating agreement claims. Claims not based on a written contract carry four years, and fraud claims run four years from discovery, subject to an outer cap of 12 years. A specific performance action has just one year. These periods are different enough that waiting to see how things shake out can quietly forfeit a claim.

Preserve evidence without crossing a line. Save emails and texts, and export accounting data you are entitled to see as a member. Do not take company property, lock out your co-member, or move money out of company accounts on your own; those moves can create counterclaims and hand the other side a narrative. If you believe assets are being diverted right now, tell your attorney immediately, because Florida courts can issue emergency injunctive relief to freeze the problem while the case proceeds. In a judicial dissolution case, the court can also appoint a receiver or custodian after a hearing with notice to the parties.

On the court side, a member dispute involving more than the county court’s limit is filed in circuit court. For Lantana, that is the Fifteenth Judicial Circuit in and for Palm Beach County, with civil matters heard at the main courthouse in West Palm Beach. Federal court in the Southern District of Florida, which sits in West Palm Beach and Fort Lauderdale among other places, becomes relevant when the parties are from different states and the amount at stake is large enough. Where the case should be filed is a decision worth making deliberately, not by default.

How Florida Law Handles Judicial Dissolution and Buyouts of LLC Members

Florida’s LLC statute gives a member or manager the right to ask a circuit court to dissolve the company on specific grounds: the company’s activities are being conducted unlawfully; it is not reasonably practicable to carry on the business in line with the articles and operating agreement; controlling members or managers have acted or are expected to act illegally or fraudulently; assets are being misappropriated or wasted, causing injury; or the managers or members are deadlocked, cannot break the deadlock, and irreparable injury to the company is threatened or occurring.

Dissolution is not the only outcome the court can order. Once a petitioner shows sufficient merit, the judge may appoint a receiver or custodian to run or protect the company, or may order the company or other members to purchase the petitioner’s interest. For many members the real goal is not liquidation but a fair exit, and the statute gives courts tools to deliver one.

The operating agreement can change the picture. If it contains a deadlock sale provision, such as a shotgun buy-sell, and a member initiates it before the court finds deadlock grounds, that provision generally governs in place of a dissolution order or court-ordered purchase, as long as it is carried through. That is one reason the operating agreement has to be read closely before a lawsuit is filed, not after.

The corporate statute works differently, which matters when people confuse LLCs with corporations. Shareholders in a Florida corporation have a distinct buyout mechanism at fair value, with a 60-day window for the parties to agree on price and terms after the first election to purchase is filed. We handle both entity types, and we make sure the right framework is applied to your company.

When the LLC Owns Real Estate

Many Palm Beach County LLCs exist to hold a single property, and a breakdown among members can turn into a title or partition question. If property is held directly by co-owners rather than through the entity, Florida’s partition statute lets an owner ask the court to divide the property or, when division is impractical, order it sold with proceeds shared by ownership interest. Quiet title actions are available to clear competing claims. The firm handles both alongside the member dispute, so the entity issues and the property issues are not litigated in separate silos.

Lantana LLC Member Dispute Questions Answered

What counts as an LLC member dispute?

It is any conflict among the owners of a limited liability company that affects management, money, or ownership. Typical examples include deadlock, disagreements over distributions, accusations of self-dealing, and fights over whether and how one member can exit.

Can I force a co-member out of my Florida LLC?

It depends on the operating agreement and the conduct involved. Many agreements contain expulsion, dissociation, or buyout provisions, and Florida law provides court remedies when a member has engaged in serious misconduct or the company can no longer function. An attorney needs to read your agreement before you take any step.

What if we never signed an operating agreement?

Florida’s LLC statute supplies default rules for management, voting, distributions, and withdrawal. Those defaults may not match what you and your co-members assumed, which is a common source of disputes, but they give courts a framework for deciding the case.

How long do I have to file a lawsuit against a co-member?

Claims founded on a written instrument, like an operating agreement, generally carry a five-year limitations period. Oral or implied contract claims have four years, fraud runs four years from discovery with an outer limit of 12 years, and specific performance has one year. The right deadline depends on the claim, so identify it early.

Can a court order my co-member to buy me out?

In a judicial dissolution proceeding, a court that finds sufficient merit may order a purchase of the petitioning member’s interest instead of dissolving the company. Whether that is available and at what price depends on the facts and on any buyout terms in your operating agreement.

What can I do if a member is taking money from the company?

You may have claims for breach of fiduciary duty, an accounting, conversion, and recovery of the funds. If assets are actively being moved or spent, a court can issue emergency injunctive relief to stop it while the case is pending.

Will the dispute shut down the business?

Not necessarily. Many disputes are resolved while the company keeps operating. When the business cannot function, a court can appoint a custodian or receiver after a hearing with notice to the parties, which can stabilize operations without ending the company.

Does an arbitration clause in the operating agreement mean I cannot go to court?

Often it means the merits of the dispute must go to arbitration, though emergency relief and certain threshold questions may still be addressed in court. We review the clause carefully and plan around it, and our attorneys have experience in mediation and arbitration as well as litigation.

I live in New York or New Jersey and my co-member is in South Florida. Can you handle this?

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

Is it worth hiring a lawyer for a smaller LLC with only two or three members?

Small companies often have the least paperwork and the most personal friction, which makes disputes harder to settle on informal terms. An early review of your rights can frequently lead to a negotiated buyout or separation that costs far less than a contested case.

Do I need to go to trial?

Most disputes do not end in a full trial. Negotiation, mediation, and structured buyouts resolve many of them, but we prepare every case as though it could be tried, because that preparation is what gives a settlement real value.

Serving Lantana and Palm Beach County Member Dispute Clients

We represent LLC members in Lantana and neighboring communities along the coast and inland, including Lake Worth Beach, Hypoluxo, Manalapan, Boynton Beach, Greenacres, Atlantis, Palm Springs, and Haverhill. Farther north, our reach covers West Palm Beach, Palm Beach Gardens, Jupiter, Wellington, Royal Palm Beach, and Riviera Beach, and to the south it includes Delray Beach, Boca Raton, and Highland Beach.

Across the county line, we serve members whose companies or co-owners are in Broward County, from Deerfield Beach, Pompano Beach, and Coral Springs to Fort Lauderdale, Plantation, and Hollywood. Whether the dispute centers on a restaurant, a medical practice, a development project, or a property-holding entity, we handle the case in the court where it belongs, including for clients who live out of state and own an interest in a South Florida company.

Talk With a Lantana LLC Member Dispute Attorney

When a co-member has stopped acting like a partner, the decisions you make in the first few weeks shape everything that follows. The Andrew M. Schwartz Legal Team will review your operating agreement, explain where you stand under Florida law, and lay out realistic paths, whether that is a negotiated buyout, mediation, or litigation. If you are looking for a Lantana LLC member dispute attorney who will answer your calls and give you a straight assessment, contact us to schedule a consultation.