Miramar Business Transactions Attorney

The Andrew M. Schwartz Legal Team works with Miramar business owners, investors, and families who are buying, selling, partnering, financing, or leasing, and who want the paperwork right before money changes hands. As a Miramar business transactions attorney team serving Broward County and neighboring Palm Beach County, we draft, review, and negotiate the agreements that decide who owns what, who controls what, and what happens when the relationship goes sideways.

Most disputes we litigate trace back to a transaction that closed in a hurry. An operating agreement that never addressed deadlock. A purchase agreement with a vague indemnity clause. A handshake deal between co-owners that nobody wrote down. Miramar sits in the middle of one of South Florida’s busiest commercial corridors, with distribution space, medical offices, retail centers, and small family companies all changing hands regularly, and the owners behind them often have no one reviewing the deal who also knows how these documents get fought over in court.

That litigation perspective is what we bring to the front end. A lawyer who has spent decades watching agreements get tested in front of a judge writes them differently.

Why Choose the Andrew M. Schwartz Legal Team for Business Deals in Miramar

The Andrew M. Founder Andrew M. Schwartz has spent 37 years in litigation and has practiced in Florida since being admitted to The Florida Bar in 1989. He earned his undergraduate degree from Emory University in 1986 and his law degree from the University of Miami in 1989. His career has centered on complex contract disputes, business divorces, and conflicts among partners, LLC members, and shareholders. We serve clients in Miramar, Fort Lauderdale, and throughout Broward County and Palm Beach County, along with clients from New York, New Jersey, and Connecticut who hold business or real estate interests in South Florida.

Andrew 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. We practice as a true legal team, so everyone working on your deal knows the file and can answer when you call. We keep a strict 24 hour return call policy when we are in court or otherwise unavailable.

Results in the courtroom inform our deal work. After a 5-day bench trial, a Broward County circuit judge issued a 32-page final judgment awarding our client specific performance of a commercial real estate contract. A win like that turns on the exact wording of the agreement and the history of the parties’ dealings, which is the same level of detail we put into drafting a contract before anyone signs it.

Clients often assume they want the most aggressive lawyer available. In practice, most want someone who acts as the situation requires, uses finesse when finesse will do, and keeps legal costs in proportion to what is at stake. That is how we approach transactions as well as disputes.

Transactions Our Miramar Business Clients Bring Us

• Purchase and Sale of a Business: Asset purchases versus equity purchases, representations and warranties, indemnification, holdbacks, and closing conditions. The purchase agreement is where most post-closing fights are won or lost.
• Operating Agreements and Shareholder Agreements: Management authority, capital contributions, distributions, transfer restrictions, buy-sell triggers, and deadlock procedures. These documents are the first thing a court reads when owners fall out.
• Commercial Leases: Tenants and landlords of retail, office, and warehouse space negotiate rent escalations, personal guarantees, build-out obligations, and default remedies that can outlast the business itself.
• Commercial Real Estate Contracts: Purchase and sale agreements, contingencies, deposits, and closing deadlines for investment and business property, including what happens when a seller or buyer refuses to close.
• Loan Documents and Guarantees: Promissory notes, security agreements, and personal guarantees that put an owner’s personal assets behind a company obligation.
• Partnership and Co-Ownership Arrangements: Family members, friends, and investors going into business together, including written terms for compensation, control, and exit before relationships are tested.
• Construction and Vendor Contracts: Scope, payment milestones, change orders, and dispute provisions in agreements with contractors, suppliers, and service providers.
• Outside General Counsel Services: Ongoing contract review, compliance questions, and operational advice, with the firm serving as the company’s registered agent, so deals get reviewed before they are signed.

Before You Sign: Practical Steps and Deadlines for Miramar Deals

The most useful thing you can do is bring a lawyer in while the deal is still a draft. Once a contract is signed, the document controls, and the arguments about what everyone meant are expensive. Send us the term sheet, letter of intent, or draft agreement, plus any emails or texts in which the terms were discussed. Courts look at the written agreement first and the parties’ course of dealing second, so what was said around the signing can matter later.

Read the dispute provisions as carefully as the price. Look for which state’s law governs, where a case must be filed, whether disagreements go to mediation or arbitration first, and who pays attorney fees if there is a fight. Also confirm that every person who will have authority over the company has signed in the right capacity. Signing individually when you meant to sign for the company, or the reverse, is one of the more common and costly mistakes we see.

Know the clocks that run if a deal goes wrong. Florida gives five years to sue on a contract founded on a written instrument, and four years for oral or implied contracts. A fraud claim runs four years from discovery, with an outer limit of 12 years. A suit to rescind a contract has four years. Specific performance claims, where you ask a court to force the other side to complete the deal, carry a one-year period, which surprises many buyers who wait while negotiating. Professional malpractice claims, including against advisors who handled your transaction, have a two-year period that begins when you discovered or should have discovered the problem.

If a dispute does reach court, Broward County cases are heard in the Seventeenth Judicial Circuit, and Palm Beach County cases in the Fifteenth. Larger business cases in Broward may be heard in the circuit’s complex business division, which handles matters such as business entity dissolution and large business and construction litigation. Federal court in Fort Lauderdale or West Palm Beach, part of the Southern District of Florida, is available when federal jurisdiction exists. Smaller claims go to county court, which handles amounts up to a limit set by statute and adjusted periodically, with small claims below that. We can tell you early which forum fits your deal.

Finally, do not move money or sign closing documents while a dispute is brewing. If a partner is diverting funds or about to transfer an asset, courts can issue temporary and permanent injunctions, and we pursue emergency relief when assets are at risk while a case is pending.

When a Transaction Turns Into a Partnership Dispute

Many of the transactions we structure involve co-owners, and the exit terms deserve as much attention as the entry terms. Florida’s LLC statute allows a member or manager to ask a circuit court for dissolution on specific grounds: where conducting the company’s affairs in line with its governing documents is no longer reasonably practicable, where controlling members act or are expected to act illegally or fraudulently, where assets are being misappropriated or wasted, or where managers or members are deadlocked and the company faces irreparable injury. In those proceedings a court can appoint a receiver or custodian after a hearing, or order a purchase of the petitioning member’s interest.

Corporations have a parallel framework. A shareholder can seek judicial dissolution on statutory grounds, and the corporation or other shareholders may elect to buy out the petitioner at fair value, which often resolves the case without dissolving the company. If the parties agree on value and terms within 60 days of the first election, the court enters an order directing the purchase. A well-drafted shareholder or operating agreement can supply its own deadlock sale mechanism, and that contractual process may take the place of a court-ordered remedy when it is initiated in time.

The practical lesson is to put a buy-sell or deadlock provision into the agreement when everyone is still getting along. It is far cheaper to negotiate a formula than to litigate valuation. When the relationship has already broken down, our business divorce work covers buyouts, valuation disputes, breaches of operating agreements, and breach of fiduciary duty claims.

Questions Miramar Owners Ask About Business Transactions

Do I really need a lawyer for a deal that is already agreed in principle?

Yes, and the agreement in principle is exactly the moment to involve one. A handshake or letter of intent often leaves out the terms that matter most: what happens on default, how disputes are resolved, who bears undisclosed liabilities. Fixing those points in the draft costs far less than litigating them later.

What is the difference between an asset purchase and a stock or membership interest purchase?

In an asset purchase, the buyer selects the assets and liabilities it takes on. In an equity purchase, the buyer acquires the entity with its history, contracts, and obligations. The choice affects liability exposure, tax treatment, and which third-party consents you need, so it should be decided with counsel before price is finalized.

Can an oral agreement be enforced in Florida?

Some can. Oral and implied contracts have a four-year limitations period, shorter than the five years for written contracts. They are harder to prove, however, and certain agreements must be in writing to be enforceable. Relying on a verbal deal for anything significant is risky.

How long do I have to sue if the other side breached our written contract?

Five years for a claim founded on a written instrument. Different claims carry different periods, including four years for fraud measured from discovery and one year for specific performance, so the label on your claim matters. Do not wait to find out which applies.

What happens if a seller refuses to close on a commercial property?

A buyer may be able to seek specific performance, which asks the court to compel the sale. That claim has a one-year limitations period, so act promptly. We obtained a final judgment of specific performance on a commercial real estate contract after a 5-day bench trial in Broward County.

My business partner and I disagree and neither will budge. What are the options?

Start with the operating or shareholder agreement for a buy-sell or deadlock provision. If there is none, options include a negotiated buyout, a structured wind-down, mediation, or a court proceeding for judicial dissolution where the statutory grounds are met. Which path fits depends on the documents and the conduct involved.

Should a personal guarantee in a lease or loan worry me?

It should get close attention. A personal guarantee can make you individually liable for the company’s obligation, putting personal assets at risk if the business fails. Negotiating a cap, a burn-off period, or a limited guarantee is often possible before signing and nearly impossible afterward.

Does a Miramar business dispute have to be filed in Broward County?

Not always. The contract may name a forum or require arbitration, and some disputes involve real property or parties elsewhere. Where you file depends on those clauses, where the defendants are, and where the events occurred. We sort that out early so the case starts in the right court.

I live in New York, New Jersey, or Connecticut. Can you handle my Miramar deal remotely?

Yes. We regularly represent out of state owners with South Florida business or real estate interests. We handle local court appearances, schedule calls at times that work for you, and keep you informed so you do not need to travel for every step.

Can you work with my existing lawyer or accountant on the transaction?

Yes. A significant part of our practice comes from referrals by other attorneys, and we communicate with referring counsel throughout and respect their relationship with the client. We are also glad to coordinate with your accountant and other advisors.

Will every dispute over a deal end up in court?

No. Many are resolved through negotiation, mediation, or arbitration, and our attorneys are experienced in all three as well as courtroom litigation. We pursue the resolution that fits your goals and budget rather than prolonging a case for its own sake.

Serving Business Transactions Clients Across Miramar and South Florida

We represent business owners and investors in Miramar and the neighboring Broward County communities of Pembroke Pines, Hollywood, Hallandale Beach, Pembroke Park, West Park, Cooper City, Davie, Weston, Plantation, Sunrise, and Fort Lauderdale. Our reach continues north through Coral Springs, Parkland, Deerfield Beach, and Pompano Beach, and into Palm Beach County, including Boca Raton, Delray Beach, Boynton Beach, and West Palm Beach.

Whether your company operates out of a commercial center in Miramar, holds investment property elsewhere in Broward, or has a partner in Palm Beach County, we handle the transaction work and any resulting litigation in the state and federal courts that serve those counties. Clients from New York, New Jersey, and Connecticut with business or real estate interests in South Florida rely on us for the same coverage.

Speak With a Miramar Business Transactions Lawyer Before You Sign

If you are weighing an acquisition, a partnership, a lease, or a financing and want a Miramar business transactions lawyer who reads agreements the way a litigator does, call the Andrew M. Schwartz Legal Team to schedule a consultation. We will review what you have, tell you where the risk sits, and help you close the deal on terms you can live with. Reach out today and we will return your call within 24 hours.