North Palm Beach LLC Member Dispute Attorney

The Andrew M. Schwartz Legal Team represents LLC members, partners, shareholders, and investors in North Palm Beach and across Palm Beach County and Broward County when the people they own a company with stop agreeing on how it should be run. If you need a North Palm Beach LLC member dispute attorney, you are probably already past the point of a quiet conversation over coffee: distributions have stopped, a co-member is making decisions without you, or the books no longer add up.

LLC disputes feel different from ordinary lawsuits because the people on the other side usually sit next to you on the ownership chart. You may be locked in a company with someone you can neither outvote nor remove. The operating agreement, the paper you signed when everyone was getting along, now decides most of what happens next, and Florida’s LLC statute fills in the gaps where that agreement says nothing.

Our work in these cases centers on one practical question: what outcome actually gets you out of the problem, whether that is a buyout, a negotiated separation, a court order, or a dissolution? The right answer depends on what the agreement says, how the money has moved, and how much of the company’s value is still intact.

What Counts as an LLC Member Dispute

People often call these cases “partnership disputes,” but an LLC runs on an operating agreement and Florida’s Revised LLC Act, and that changes both the claims and the remedies. A dispute between members can look like a contract fight, a fiduciary fight, a fight over money, or all three at once. The categories below are the ones that come up most often for owners with businesses in North Palm Beach, Juno Beach, Palm Beach Gardens, and the surrounding area.

Common LLC Member Disputes We Handle

• Deadlocked Management: Two members with equal votes and opposite views can freeze a company: no hires, no contracts signed, no decision on selling. Florida law lists management deadlock that threatens irreparable injury to the company as a ground for judicial dissolution, and some operating agreements contain their own deadlock sale mechanism that can take priority over a court order if it is started in time.
• Breach of the Operating Agreement: Members sue over unauthorized transfers of membership interests, ignored voting requirements, competing businesses run on the side, and violated capital call or distribution terms. These cases usually turn on the exact wording of the agreement and how the members actually behaved over the years.
• Breach of Fiduciary Duty: A manager or controlling member who self-deals, steers opportunities to a side company, or pays himself or herself without authority may owe the other members damages. These claims often accompany a request for an accounting.
• Missing or Diverted Company Funds: Unpaid distributions, personal expenses run through the company, commingled accounts, and managers who cannot explain where money went. Florida’s dissolution statute specifically recognizes misappropriation or waste of assets that causes injury as a ground for relief.
• Minority Member Oppression and Freeze-Outs: Majority members sometimes cut a minority owner out of information, meetings, and distributions while keeping that owner on the hook for the company’s obligations. Remedies range from compelled disclosure to court-ordered buyout.
• Valuation and Buyout Disputes: Even when everyone agrees someone should leave, the price is often contested. Agreements may set a formula, require an appraisal, or say nothing at all, and each path leads to a different fight.
• Family and Friend-Owned Companies: Siblings who inherited an interest, parents and children who disagree about the company’s future, and old friends who never wrote down who does what. These disputes carry personal weight that we handle with discretion while still protecting your financial position.
• Real Estate Held Through an LLC: When the company’s main asset is property, a member dispute can turn into a title, partition, or sale fight, and the real estate and business claims have to be handled together.

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

The Andrew M. Schwartz Legal Team is a business and real estate litigation firm serving North Palm Beach, West Palm Beach, Fort Lauderdale, and the rest of Palm Beach County and Broward County. 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 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.

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. That matters in LLC disputes because they sometimes move between forums, and because a dispute with out-of-state members can raise federal jurisdiction questions that a purely local practice may not see often.

The firm works as a true legal team, meaning everyone on your matter knows the file and can answer when you call. We keep a strict 24 hour return call policy, and we schedule conference calls at times that work for everyone involved. Andrew’s view, and ours, is that clients usually say they want the most aggressive lawyer available but are better served by one who acts as the situation requires and uses finesse when finesse will do. Legal fees should not outrun common sense, so we look for the resolution that fits your goals and budget, including mediation and arbitration, and we litigate in court when that is what the situation demands.

Recent trial work reflects that range. After a 5-day bench trial, the Broward County Circuit Court issued a 32-page final judgment awarding our client specific performance of a commercial real estate contract. Cases like that are won on the contract language and the record, which is the same preparation we bring to a dispute over an operating agreement.

Many of our clients live in New York, New Jersey, or Connecticut and own part of a South Florida company or property. We handle the local court appearances so you do not have to travel for every hearing, and a significant part of our practice comes from referrals by other attorneys whose clients need Florida business litigation counsel.

What To Do Now If Your Co-Member Is Working Against You

Start by getting the documents in one place: the articles of organization, the operating agreement and every amendment, any buyout or deadlock provisions, capital contribution records, tax returns, bank statements, and the emails and texts that show how decisions were actually made. If you are a member, you generally have information rights, and a refusal to produce company records is itself useful evidence. Do not take originals from the company’s premises or log into accounts you are not authorized to use; that can hand the other side a counterclaim.

Next, read your operating agreement for three things before you do anything else: how decisions are made, what it says about exits and deadlocks, and whether it requires mediation or arbitration before suing. Some agreements have a deadlock sale provision, and under Florida’s LLC statute such a provision, if it is started before a court finds deadlock grounds, applies in place of a judicial dissolution order or a court-ordered purchase of the petitioner’s interest. Starting the wrong process first can cost you leverage.

Watch the clocks. A claim on a written agreement generally must be filed within five years, while a claim on an oral or implied agreement has four years. Fraud claims run four years from discovery, subject to an outer limit of 12 years. Those periods start when the claim accrues, not when you finally decide to act, and an owner who waits through years of unpaid distributions can lose claims that were strong at the start.

If money is leaving the company, speed matters more than anything. Courts can issue temporary injunctions and, in an LLC dissolution case, appoint a receiver or custodian once the case has sufficient merit, after notice and a hearing. That relief is designed to stop assets from being moved or spent while the case is pending. Avoid confronting the other member in writing in ways that tip them off before counsel has had a chance to evaluate whether emergency relief is the right first move.

Where the case is filed depends on the claims and the parties. LLC disputes in Palm Beach County are heard in the Fifteenth Judicial Circuit, which sits in and for Palm Beach County, and the circuit courthouse for most civil matters is in West Palm Beach, with a North County courthouse in Palm Beach Gardens for certain filings. If the company or the other members are in Broward County, the Seventeenth Judicial Circuit applies, and that circuit has a complex business division that handles large business litigation and the dissolution of certain business entities. Federal court in West Palm Beach or Fort Lauderdale is a possibility when the parties are from different states and the amount in controversy meets the federal requirements. Claims over a modest amount can land in county court, but most member disputes involve a company’s value and are heard in circuit court.

Dissolution, Buyouts, and Other Ways an LLC Dispute Ends

Florida law gives a member several routes out, and they are not interchangeable. In a proceeding brought by a member or manager, a circuit court may dissolve an LLC on grounds that include: the company’s activities are being conducted unlawfully, it is not reasonably practicable to carry on the business under the articles and operating agreement, controlling members have acted or are expected to act illegally or fraudulently, assets are being misappropriated or wasted to the company’s injury, or the managers or members are deadlocked and irreparable injury to the company is threatened or occurring.

Dissolution is the blunt tool. Courts have other options when a petition has enough merit, including appointing a receiver or custodian to run or preserve the business, or ordering a purchase of the petitioning member’s interest. For a corporation rather than an LLC, the corresponding statute works similarly: a shareholder’s petition for dissolution can be answered by an election to buy out the petitioner at fair value, and if the sides agree on value and terms within 60 days of the first election being filed, the court enters an order directing the purchase on those terms. Understanding whether your company is an LLC or a corporation matters, because the buyout mechanics and the grounds for relief differ.

Most of these disputes never reach a judgment. A credible filing, emergency relief that freezes the money, or a well-supported accounting claim often pushes the other side toward a negotiated buyout, a structured wind-down, or a sale of the business with the proceeds divided. The goal is to build the case far enough that the other side sees what a trial would expose, while keeping in mind what the company is worth if the fight goes on too long.

Questions About LLC Member Disputes in North Palm Beach

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

It depends first on your operating agreement. Many agreements have buyout, expulsion, or dissociation provisions that set the process. Where the agreement is silent, Florida’s LLC statute provides court remedies when members are deadlocked, assets are being misappropriated, or the company cannot practicably carry on its business, but those remedies require proof, not just a falling-out.

What is the difference between a business divorce and an LLC dissolution?

A business divorce is the broader idea of separating co-owners. Dissolution is one way to do it, and often the last resort. A negotiated buyout or a court-ordered purchase of one member’s interest can end the relationship while the company keeps operating.

My operating agreement has a deadlock provision. Does it control?

Often yes, if it is properly initiated. Florida’s statute says a deadlock sale provision in the operating agreement that is started before the court finds deadlock grounds applies instead of a dissolution order or a statutory purchase order. The timing of who starts it can matter a great deal.

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

You may have claims for breach of fiduciary duty, an accounting, conversion, and recovery of the funds. Because money can disappear quickly, a court can be asked for injunctive relief and, in a dissolution case, for a receiver or custodian after a hearing with notice to the parties.

How long do I have to sue over a breach of the operating agreement?

A claim founded on a written instrument generally has a five-year limit. Claims on oral or implied agreements have four years, and fraud claims run four years from discovery with a 12-year outer cap. These periods run from when the claim arose, so delay can cost you rights.

Does every member dispute end up in court?

No. Many resolve through negotiation, mediation, or arbitration, and some operating agreements require one of those steps first. Our attorneys have experience in all of them and in courtroom litigation, and we pursue the path most likely to meet your goals efficiently.

Can I be a minority member and still win a dispute against the majority?

Yes. Minority status limits your control, not your rights. You may be entitled to company records, to an accounting, to damages for breach of fiduciary duty, and in serious cases to a court-ordered buyout. What you can prove is more important than the size of your percentage.

I live in New York or New Jersey. Can you handle my North Palm Beach LLC dispute?

Yes. We regularly represent clients from New York, New Jersey, and Connecticut who own interests in South Florida companies. We handle the Florida court appearances and keep you informed, so you can protect your interests without traveling for each hearing.

What if the LLC owns real estate and my co-member wants to sell?

The answer depends on who holds title, the operating agreement, and whether the property is an LLC asset or co-owned outside the company. If the owners hold the property directly, a partition action can ask the court to divide it or order a sale and split the proceeds. Because business and real estate claims overlap here, they should be evaluated together.

Will a lawsuit shut down my business while it is pending?

Usually not. Most disputes proceed while the company keeps operating. A court may appoint a receiver or custodian in a dissolution case, but only after notice and a hearing and when the case has enough merit, and the aim is typically to preserve the business rather than end it.

Is it worth hiring a lawyer before the dispute becomes a lawsuit?

Often it is the best time. A lawyer can review your operating agreement, tell you whether a deadlock or buyout clause helps or hurts you, and recommend steps that keep your options open, before positions harden.

Serving LLC Owners Throughout North Palm Beach and South Florida

From North Palm Beach and neighboring Juno Beach, Lake Park, and Palm Beach Gardens, our team represents LLC members whose companies and investments sit along the northern Palm Beach County coast. We also serve owners in West Palm Beach, Riviera Beach, Jupiter, Wellington, Royal Palm Beach, Boynton Beach, Delray Beach, and Boca Raton, along with the rest of Palm Beach County.

Across the county line in Broward County, we represent members in Fort Lauderdale, Deerfield Beach, Pompano Beach, Coral Springs, Plantation, Hollywood, and the communities between them. Many of our clients live in New York, New Jersey, or Connecticut and hold a stake in a South Florida business or property; we handle the local proceedings so they can stay informed without constant travel. Whether your dispute involves a small family company or a multi-member investment vehicle, we work throughout Palm Beach County, Broward County, and South Florida.

Talk to a North Palm Beach LLC Member Dispute Lawyer

If a co-member is shutting you out, diverting money, or blocking every decision, the sooner someone reads your operating agreement against the facts, the more options you will have. A North Palm Beach LLC member dispute lawyer at the Andrew M. Schwartz Legal Team can tell you where you stand, what a buyout or dissolution might realistically look like, and whether emergency relief is warranted. Call to schedule a consultation and bring your operating agreement and whatever records you have.