North Palm Beach Business Transactions Attorney

The goal in any business transaction is a deal that closes on the terms you negotiated and still holds up two years later when someone reads the fine print for the first time. The Andrew M. Schwartz Legal Team helps owners, investors, and families get there, handling business transactions and litigation for clients in North Palm Beach, Palm Beach County, and across South Florida. If you are looking for a North Palm Beach business transactions attorney, you are probably buying, selling, partnering, leasing, or restructuring something that matters to you.

Most disputes that reach a courtroom began as a clause nobody questioned at the signing table. A vague buyout formula, a missing deadlock provision, a purchase agreement that never said who bears the risk if a closing slips: these are the seeds of later litigation. Our firm sees both ends of that story, drafting and negotiating deals and then litigating them when they break, and that perspective shapes how we write and review an agreement before anyone signs.

Business owners in North Palm Beach and the neighboring Palm Beach County communities often have a mix of interests: an operating company, investment property, a minority stake in someone else’s venture, and a family member or friend involved in all of it. Each of those relationships deserves paper that says what you actually agreed to.

Why Choose the Andrew M. Schwartz Legal Team for Business Transactions

The Andrew M. We serve clients in North Palm Beach, West Palm Beach, Fort Lauderdale, and throughout Palm Beach County and Broward County, along with clients from New York, New Jersey, and Connecticut who hold business or real estate interests here. The firm’s work includes business transactions and litigation, real estate transactions and litigation, outside general counsel services, partnership disputes and corporate dissolution, and injunctions.

Andrew M. Schwartz, the firm’s founder, 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 been built around complex contract disputes, business divorces, and conflicts among partners, LLC members, and shareholders. That matters for transactional work because a lawyer who has spent decades watching agreements fail knows which words cause the failures. Sundeep Nath, Senior Counsel, is a Northwestern-trained litigator with years of experience in business and real estate cases in state and federal courts.

The firm practices as a true legal team, so everyone working on your matter knows the file. We keep a strict 24 hour return call policy when we are in court or otherwise unavailable, and we are experienced in mediation and arbitration as well as courtroom litigation. Our approach is to find the resolution that serves your goals and budget, not to stretch a matter out for its own sake.

The results reflect that litigation experience. After a five-day bench trial in Broward County, the firm obtained a 32-page final judgment awarding our client specific performance of a commercial real estate contract. Winning that kind of judgment depends on the contract being enforceable as written, which is exactly what careful drafting is meant to achieve.

Transactions Our North Palm Beach Business Clients Bring Us

• Purchase and Sale of a Business: Asset versus equity deals, representations and warranties, closing conditions, and what happens to liabilities nobody disclosed. Many of our disputes arise from purchase agreements where the risk allocation was left unclear.
• Operating Agreements and Shareholder Agreements: Management authority, capital contributions, distributions, transfer restrictions, and buyout formulas. A good operating agreement anticipates the day the owners stop agreeing.
• Commercial Real Estate Contracts: Purchase and sale agreements, financing contingencies, inspection periods, and closing deadlines. Failed closings are a recurring source of litigation, including claims for specific performance.
• Commercial Leases: Rent escalations, personal guaranties, maintenance responsibilities, assignment and subletting, and default remedies for retail, office, and industrial space.
• Loan and Financing Documents: Promissory notes, guaranties, security agreements, and the default and acceleration terms that decide who bears the loss when a deal sours.
• Construction and Vendor Contracts: Scope, change orders, payment schedules, and delay provisions in agreements between owners, contractors, and suppliers.
• Family Business Arrangements: Transfers of ownership among siblings, parents, and children, along with buy-sell terms that separate the family relationship from the financial one.
• Outside General Counsel Support: Ongoing contract review, compliance questions, and registered agent service for companies that want a lawyer available before problems start.

Getting a Deal Papered Correctly: Practical Steps and Timing

Start with the term sheet or letter of intent, not the final agreement. Many owners treat early documents as informal, then discover that a signed letter of intent contains binding provisions on exclusivity, confidentiality, or deposits. Have a lawyer read it before you sign, even if the document says it is non-binding. Gather the existing paper that touches the deal: formation documents, prior operating agreements, leases, loan documents, and any correspondence in which terms were discussed. How the parties have actually dealt with one another is often as important as the written words.

Pay attention to deadlines, because Florida’s limitation periods are shorter than many people assume. A claim founded on a written contract generally must be filed within five years, while a claim on an oral or implied contract has four. An action to rescind a contract has four years, and a fraud claim runs four years from discovery, with an outer limit of twelve. A claim for specific performance carries only one year, which matters a great deal in a failed real estate closing where the buyer wants the property rather than damages. Professional malpractice claims, including those against advisors who handled a transaction, have a two-year period running from when the claim is or should have been discovered. If a deal has gone wrong, do not wait to see whether it resolves itself.

Money claims in these cases are heard by the circuit court for Palm Beach County, known as the Fifteenth Judicial Circuit, when the amount is above the county court limit, and by the county court for smaller claims. That limit is adjusted periodically, so confirm the current threshold before filing. Federal court enters the picture when parties are from different states and the dispute is large enough; the U.S. District Court for the Southern District of Florida sits in West Palm Beach and Fort Lauderdale. If your counterparty is in Broward County, the Seventeenth Judicial Circuit handles the case and has a complex business division for larger commercial matters.

Common mistakes are consistent. Owners sign standard forms without reading the default and dispute-resolution clauses. They accept a handshake adjustment to price or timing and never document it. They let a payment or performance deadline pass without written notice, then find the other side argues waiver. And they keep operating under an outdated agreement after ownership has changed. Put modifications in writing, send notices the way the contract requires, and keep a clean file.

Drafting for Disputes: Clauses That Decide Outcomes

Because we litigate, we tend to draft with a judge in mind. A few provisions repay careful attention in almost every business transaction.

Deadlock and exit provisions come first. Florida’s LLC statute allows a court to dissolve a company when managers or members are deadlocked, cannot break the deadlock, and irreparable injury to the company is threatened or occurring. Courts can also dissolve when assets are being misappropriated or wasted, or when it is not reasonably practicable to carry on the business under the operating agreement. The statute also recognizes that an agreement may contain its own deadlock sale mechanism, and if that mechanism is initiated before the court finds deadlock, it can displace judicial dissolution. A well-built buy-sell clause is therefore often faster and cheaper than a lawsuit. For corporations, shareholders have similar court remedies, and the corporation or other shareholders may elect to buy out a petitioning shareholder at fair value, with the court entering an order if the parties agree on price and terms within 60 days of the first election.

Valuation language is next. Phrases like “fair market value” or “book value” produce very different numbers, and agreements that do not say who appoints the appraiser or what discounts apply invite a second lawsuit over the first one’s remedy.

Real estate contracts need clear closing conditions, defined default remedies, and a position on whether specific performance is available. Where co-owners hold property together and later disagree, Florida’s partition statute allows a court to divide the property or order it sold, and a clear co-ownership agreement can head off that fight. We also draft and defend dispute-resolution clauses, including mediation and arbitration, so that the forum matches the size of the deal.

Questions North Palm Beach Business Owners Ask About Transactions

What does a business transactions attorney actually do?

We structure, negotiate, draft, and review the agreements that govern a business: purchases and sales, operating and shareholder agreements, leases, financing documents, and vendor contracts. We also advise on risk allocation so the deal you sign reflects what you intended.

Do I need a lawyer to buy or sell a small business?

You do not have to use one, but the cost of a poorly drafted purchase agreement usually exceeds the cost of review. Disclosure, indemnity, and closing-condition language is where small deals most often go wrong, and those problems tend to surface after the money has moved.

How long do I have to sue over a breached contract in Florida?

For a written contract the period is five years, and for an oral or implied contract it is four. Fraud claims run four years from discovery, subject to a twelve-year outer limit. These periods run from when the claim accrues, so confirm your dates with counsel promptly.

What if I want the property or business I contracted to buy, not just money?

You may be able to seek specific performance, a court order requiring the seller to complete the deal. The limitation period for that remedy is one year, so it is among the most time-sensitive claims in this area. Our firm obtained such a judgment after a bench trial in a commercial real estate case.

Can a lawyer help me get out of a contract I signed?

Sometimes. Depending on the facts, there may be grounds to rescind, such as fraud or misrepresentation, or to negotiate a release. An action to rescind has a four-year limitation period. An attorney will need to read the contract and learn how the deal developed.

What should an operating agreement include to prevent a partner dispute?

At minimum: who manages and with what authority, how capital is contributed and returned, how distributions are made, what restrictions apply to transferring interests, and a buyout or deadlock mechanism with a clear valuation method. The more precisely those are written, the less room there is for a fight.

My co-owner and I are deadlocked. Does the company have to dissolve?

Not necessarily. Your operating agreement may include a deadlock sale provision, and the other owners may have the right to buy you out. A court can dissolve an LLC when deadlock threatens irreparable injury, and it can also appoint a receiver or order a buyout of the petitioning member’s interest, but those are remedies of last resort. Many of these disputes resolve through negotiation or mediation.

How are business transaction disputes usually resolved?

Most settle through negotiation, mediation, or arbitration if the contract requires it. Those that do not are filed in circuit court, where cases above the county court limit are heard. Larger commercial cases in Broward County may be assigned to a complex business division. We evaluate cost against the value of the claim before recommending a path.

I live in New York or New Jersey but own a business or property near North Palm Beach. Can you represent me?

Yes. We regularly represent clients from New York, New Jersey, and Connecticut with South Florida interests. We handle local court appearances and proceedings and keep you informed so you do not have to travel for every hearing.

Do you work with other attorneys on transactions or disputes?

Yes. A meaningful part of our practice comes from referrals by other lawyers, including out-of-state counsel whose clients have Florida matters. We keep referring counsel informed and respect their relationship with the client.

Does having general counsel before a dispute actually help?

Often, yes. Through our outside general counsel program, we act as the company’s registered agent and help with contract, compliance, and operational questions. Having a litigator review agreements before they are signed frequently keeps a disagreement from becoming a lawsuit.

Serving Business Transaction Clients Around North Palm Beach and Palm Beach County

Our work begins in North Palm Beach and extends through the northern Palm Beach County communities of Juno Beach, Palm Beach Gardens, Jupiter, Lake Park, Riviera Beach, and Singer Island. We also represent business owners in West Palm Beach, Palm Beach, Wellington, Royal Palm Beach, Lake Worth Beach, Greenacres, Boynton Beach, Delray Beach, and Boca Raton.

Further south, we serve clients in Broward County, including Deerfield Beach, Pompano Beach, Coral Springs, Fort Lauderdale, Plantation, and Hollywood. Because many of our clients live in the tri-state area, we also work with owners from New York, New Jersey, and Connecticut whose businesses, investments, or co-owned property are in South Florida. Whether a deal is being structured or has already gone wrong, we handle the work from the first draft through the courtroom when necessary.

Speak With a North Palm Beach Business Transactions Lawyer

If you are about to sign a significant agreement, or you are holding one that is not working, call the Andrew M. Schwartz Legal Team to talk through it. A North Palm Beach business transactions lawyer who also litigates can tell you what a clause will mean in a courtroom before you commit to it. Contact our team today to schedule a consultation.