Lighthouse Point LLC Member Dispute Attorney

Lighthouse Point sits in Broward County, which means a dispute among LLC members here is heard in the Seventeenth Judicial Circuit, and when the fight is over dissolving a company or running a large business case, Broward’s complex business division is a real possibility. The Andrew M. Schwartz Legal Team is a business and real estate litigation firm that handles disputes among co-owners for clients in Broward County, Palm Beach County, and across South Florida, and it brings that experience to every Lighthouse Point LLC member dispute attorney engagement.

Most LLC fights start the same way: a company that once ran on handshakes and goodwill now has two or three owners who disagree about money, control, or whether the business should continue at all. One member stops contributing but expects distributions. Another quietly moves company funds into an account no one else can see. A manager refuses to hold a meeting, and the members are locked in a vote that neither side can win. In a coastal community like Lighthouse Point, where many LLCs hold waterfront or investment real estate, a single property is often what the members are really fighting over.

What the operating agreement says matters more than almost anything else, and what it leaves out matters nearly as much. Florida’s LLC statute supplies the default rules where the agreement is silent, and it gives courts real tools when members cannot resolve things themselves: appointing a receiver or custodian, ordering one side to buy out the other, or dissolving the company. Knowing which of those tools fits your situation, and which deadlines apply, is where a dispute is won or lost.

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

The Andrew M. Founder Andrew M. Schwartz was admitted to The Florida Bar in 1989 and has spent 37 years in litigation, with a career built around complex contract disputes, business divorces, and conflicts between 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, adds years of experience handling business and real estate cases in both state and federal courts.

The firm practices as a true legal team, so everyone working on a matter knows the file and can answer when you call. There is a strict 24 hour return call policy when the lawyers are in court, and conference calls can be scheduled at times that work for every member involved. That matters in a member dispute, where the facts are often tangled across years of emails, bank statements, and informal understandings.

The firm’s trial work is concrete. In 2024, after a five-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. That is the kind of record-intensive, document-driven litigation that LLC disputes frequently become. The firm is also experienced in mediation and arbitration, and it looks for the resolution that fits the client’s goals and budget rather than stretching a case out for its own sake. Many clients are out-of-state owners with a stake in a South Florida company, and the firm handles the local court appearances so they do not have to travel for every hearing. A meaningful share of the practice also comes from referrals by other attorneys.

Common Disputes Among LLC Members

• Deadlocked Management: Two equal members, or two factions, cannot agree on a vote and the company stalls. Florida allows judicial dissolution when members or managers are deadlocked, cannot break the deadlock, and irreparable injury to the company is threatened or occurring.
• Breach of the Operating Agreement: A member ignores capital call requirements, competes with the company, transfers an interest in violation of transfer restrictions, or takes actions that required a unanimous vote. These claims turn on the exact wording of the agreement.
• Breach of Fiduciary Duty: A manager or controlling member self-deals, usurps a company opportunity, or favors an affiliated business. Minority members often discover this only after reviewing the books.
• Missing or Diverted Funds: Unpaid distributions, commingled accounts, personal expenses run through the company, or a manager who cannot explain where the money went. Remedies include an accounting, recovery of funds, and emergency injunctive relief.
• Minority Member Oppression: Majority owners freeze out a minority member by cutting off distributions, withholding information, or removing the member from decisions. Florida law lets a member petition for dissolution or a court-ordered purchase of the member’s interest in the right circumstances.
• Buyout and Valuation Fights: Members agree someone should leave but cannot agree on price, discounts, or payment terms. Valuation is frequently the most expensive part of the dispute.
• Family and Friend-Owned Companies: Siblings who inherited a company, spouses or in-laws with shared ownership, and friends who started a venture together face the same legal questions with far more emotion attached.
• LLC-Owned Real Estate: When the company’s main asset is a property, the fight over control can turn into partition, title, or lease issues that sit alongside the member dispute.

What to Do When an LLC Dispute Starts Heating Up

Start by gathering the documents that define the relationship: the articles of organization, the operating agreement and every amendment, any buy-sell or deadlock provisions, capital contribution records, tax returns, bank and credit card statements, and the emails or texts in which members made promises or admissions. If you are a member, you generally have rights to review company records, and requesting them in writing creates a useful paper trail. Do not delete anything, and do not take company files in a way that could be characterized as improper; that tends to hand the other side a counterclaim.

Read the operating agreement for three things before doing anything else: how decisions are made, what happens when members deadlock, and how and where disputes must be resolved. Many agreements require mediation or arbitration before a lawsuit, and some contain a deadlock sale provision. Under Florida’s LLC statute, a deadlock sale provision that is properly initiated before the court finds deadlock grounds can take the place of a judicial dissolution order, so timing and sequence can change your options entirely.

Deadlines depend on the claim. A claim founded on a written instrument, such as an operating agreement, generally carries a five-year limitations period in Florida, while a contract claim not founded on a written instrument has four years. Fraud claims run four years from discovery, subject to an outer limit of 12 years, and an action to rescind a contract has four years. An action for specific performance has a shorter one-year period. Because a single dispute can involve several of these claims at once, waiting to see if things cool down can quietly cost you a cause of action.

If money is actively disappearing, the question is not just whether you have a claim but whether you can stop the bleeding. Courts can issue temporary injunctions and, after notice and a hearing, appoint a receiver or custodian when a dissolution case has sufficient merit. Those requests need evidence, not suspicion, so bank records and a clear timeline carry a lot of weight.

For a Lighthouse Point company, an LLC case is typically filed in the Seventeenth Judicial Circuit in and for Broward County, and the Southern District of Florida sits in Fort Lauderdale when a federal question or diversity jurisdiction is present. Claims above the county court limit belong in circuit court, which is where most serious member disputes end up. In Broward, certain business dissolution and large business cases can be directed to the circuit’s complex business division, and the filing process for that division is governed by an administrative order. Whether that route makes sense depends on the size and nature of the case.

The most common mistakes are signing a buyout or settlement without a valuation, keeping quiet for years while a partner mismanages the company, and treating a handshake side deal as if it were binding. Another is going to war when a negotiated exit would serve you better. Mr. Schwartz’s own view is that clients often think they want a hyper-aggressive lawyer when what they actually want is one who acts as the situation requires and uses finesse where finesse will do.

Judicial Dissolution, Buyouts, and Receivers Under Florida Law

When members cannot coexist, Florida’s LLC statute gives a manager or member several grounds to ask a circuit court to dissolve the company. These include conducting the company’s affairs unlawfully, it not being reasonably practicable to carry on the business under the articles and operating agreement, controlling members or managers acting or being reasonably expected to act illegally or fraudulently, misappropriation or waste of company assets that causes injury, and a true deadlock that threatens or causes irreparable injury. Each ground requires proof, and which one you plead shapes the evidence you need to assemble.

Dissolution is not always the goal, and it is not always the result. In a dissolution proceeding, the court can instead order that a petitioning member’s interest be purchased, or appoint a receiver or custodian to preserve the business while the case proceeds. That flexibility is often what makes a negotiated outcome possible, because the other members know that litigation could end with them buying you out or losing control to a court-appointed custodian.

If the company is a corporation rather than an LLC, a parallel framework applies. A shareholder petition for judicial dissolution can trigger a right for the corporation or other shareholders to elect to purchase the petitioner’s shares at fair value, and if the parties agree on value and terms within 60 days of the first election, the court enters an order on those terms. The corporation must notify the other shareholders within 30 days of the proceeding’s start that they may avoid dissolution by electing to purchase. Many Lighthouse Point owners hold interests in both LLCs and corporations, so identifying the entity type early avoids pursuing the wrong remedy.

Frequently Asked Questions About LLC Member Disputes

What counts as an LLC member dispute?

It is any conflict among the owners of a limited liability company over control, money, duties, or the future of the business. Common examples include deadlocked decisions, a member taking company funds, disputes over distributions, and disagreements about whether to sell or dissolve.

Can a court dissolve my LLC in Florida?

Yes, a circuit court can dissolve an LLC on a petition by a manager or member on specific grounds, including unlawful conduct of the company’s affairs, impracticability of operating under the operating agreement, illegal or fraudulent conduct by those in control, misappropriation or waste of assets, or an unbreakable deadlock causing irreparable injury.

Do I have to sue, or can the dispute be resolved another way?

Many disputes resolve through negotiation, mediation, or arbitration. Your operating agreement may require one of those steps first. The firm has experience with both alternative dispute resolution and courtroom litigation and recommends the path most likely to reach your goals efficiently.

How long do I have to bring a claim against another member?

It depends on the claim. A claim founded on a written agreement such as an operating agreement generally has five years, a contract claim not based on a written instrument has four, fraud has four years from discovery up to a 12-year cap, and specific performance has one year. Because several may apply at once, get the dates reviewed early.

What if my operating agreement has a deadlock or buy-sell provision?

Those provisions can control the outcome. Under Florida’s LLC statute, a deadlock sale provision initiated before the court determines that deadlock grounds exist applies in place of a judicial dissolution order, provided it is then carried through. Which party starts the process, and when, can shift the economics significantly.

Can I stop a partner from draining the company’s accounts while the case is pending?

Possibly. A court can enter temporary injunctive relief to stop assets from being moved or spent, and in a dissolution case can appoint a receiver or custodian after a hearing with notice to the parties. These remedies depend on evidence, so bank statements and a clear timeline matter.

What happens if I am a minority member with no say in management?

Minority members are not powerless. Depending on the facts, you may have claims for breach of the operating agreement or fiduciary duty, a right to inspect company records, and the ability to petition for dissolution or a court-ordered purchase of your interest. The operating agreement and the conduct of those in control drive the analysis.

Will the case be heard in Broward County or Palm Beach County?

That depends on where the company is based, where the members and the conduct are located, and what the operating agreement says about venue. For Lighthouse Point companies, Broward County’s Seventeenth Judicial Circuit is the usual home, and a related property in Palm Beach County could bring the Fifteenth Judicial Circuit into the picture.

I live in New York, New Jersey, or Connecticut. Can you handle this from out of state?

Yes. The firm regularly represents owners from the tri-state area with South Florida business interests, handles the local court appearances, and keeps you informed at each stage so you do not need to travel for every hearing.

The LLC owns a house or commercial property. Can the dispute affect the real estate?

It often does. Member disputes can spill into partition actions, title claims, or lease disputes, and the firm handles real estate litigation alongside business litigation, so the related claims can be coordinated in a single strategy.

Is it worth hiring a lawyer if the amount is relatively small?

Often yes, because the cost of a dispute is not only the dollar figure. An early review of the operating agreement can tell you whether you have a viable claim, what a realistic outcome looks like, and whether a negotiated exit makes more sense than litigation.

Serving LLC Owners Across Lighthouse Point and Broward County

The firm represents LLC members and business owners in Lighthouse Point and throughout Broward County, including neighboring Pompano Beach, Deerfield Beach, Hillsboro Beach, Coconut Creek, Coral Springs, Parkland, Margate, Tamarac, Oakland Park, Wilton Manors, and Fort Lauderdale. Clients also come from Plantation, Sunrise, Davie, Weston, Hollywood, and Hallandale Beach.

The firm’s reach continues north into Palm Beach County, where it serves members and investors in Boca Raton, Delray Beach, Boynton Beach, Highland Beach, Lake Worth, Wellington, Palm Beach Gardens, Jupiter, and West Palm Beach. Whether the company operates a waterfront property, a professional practice, a restaurant, or an investment holding entity, the firm handles member disputes in the courts that sit over those communities, and it represents owners from New York, New Jersey, and Connecticut whose partners or co-owners are here in South Florida.

Speak With a Lighthouse Point LLC Dispute Attorney

If you are locked in a dispute with a co-member over control, money, or the future of your company, a conversation with a Lighthouse Point LLC dispute attorney at the Andrew M. Schwartz Legal Team can clarify where you stand and what your options are before positions harden. Call to schedule a consultation and bring your operating agreement and the key financial records so the discussion can be specific from the start.