Palm Beach Business Transactions Attorney

If you own a company in Palm Beach County, or you are about to buy into one, sell one, or sign a deal that will bind you for years, the paper you sign this month will decide how things go if the relationship sours later. The Andrew M. Schwartz Legal Team is a business and real estate litigation firm that handles business transactions and the disputes that grow out of them for owners, investors, and families across Palm Beach County, Broward County, and the rest of South Florida. If you are looking for a Palm Beach business transactions attorney, the useful question is usually not only “can you draft this?” but “what happens when it goes wrong?”

That second question is where a litigator’s view of a transaction pays off. Purchase agreements, operating agreements, shareholder agreements, commercial leases, loan documents, and construction contracts tend to be tested years after signing, in a courtroom or a mediation, by people who no longer agree on what they meant. Disputes in those cases often turn on the exact wording of the agreement and on how the parties actually dealt with each other. A transaction lawyer who has spent decades on the other end of those fights writes and negotiates differently.

What a Business Transactions Lawyer Does for Palm Beach Owners and Investors

Business transactions cover a wide range of work: buying or selling a company, bringing in a partner, forming an LLC and writing its operating agreement, negotiating a commercial lease, documenting a loan between owners, or structuring a real estate purchase through an entity. The common thread is that you are creating rights and obligations that will outlast the handshake.

A good deal is clear about the things partners rarely discuss at the start: who has authority to bind the company, how profits and distributions are split, what happens if one owner stops contributing, how a departing owner gets valued and paid, and how a deadlock gets broken. Florida’s LLC statute lets a court dissolve a company when owners are deadlocked and irreparable injury is threatened, when assets are being misappropriated or wasted, or when it is not reasonably practicable to carry on the business under the operating agreement. Those are the rescue provisions of last resort, and they are expensive. A well-drafted agreement that provides its own exit route, such as a buy-sell mechanism or a deadlock sale provision, can spare you that fight. Notably, if an operating agreement has a deadlock sale provision that is properly started before the court finds deadlock grounds, that provision generally takes the place of a judicial dissolution order.

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

The Andrew M. Schwartz Legal Team serves business owners, investors, and families throughout Palm Beach County and Broward County, as well as clients in New York, New Jersey, and Connecticut who hold business or real estate interests in South Florida. Andrew M. Schwartz, the firm’s founder, has spent 37 years in litigation. He was admitted to The Florida Bar in 1989, earned his undergraduate degree at Emory University in 1986 and his law degree at the University of Miami in 1989, and has built his practice around complex contract disputes, business divorces, and conflicts among partners, LLC members, and shareholders. 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 and can answer when you call. There is a strict 24 hour return call policy if the attorneys are in court. Clients also tend to find that the firm looks for the resolution that fits their goals and budget rather than stretching a case out for its own sake, and that its attorneys are comfortable in mediation and arbitration as well as in the courtroom.

The firm’s trial record is relevant to anyone signing a transaction document. After a five-day bench trial in Broward County, the Circuit Court issued a 32-page final judgment awarding the firm’s client specific performance of a commercial real estate contract. A judgment like that is the end result of a well-papered deal and careful trial preparation. The firm also offers outside general counsel services, serving as a company’s registered agent and helping with contract, compliance, and operational questions, which is often the cheapest way to keep a disagreement from becoming a lawsuit.

Transactions and Disputes Our Palm Beach Business Attorneys Handle

• Operating and Shareholder Agreements: The document that governs management authority, distributions, transfer restrictions, and exit rights. Most partner fights are decided by what this agreement says, or fails to say, about buyouts, expulsion, and deadlock.
• Purchase and Sale of a Business: Asset and equity deals involve representations, indemnities, price adjustments, and post-closing obligations that become the core of a breach claim if the numbers or the facts turn out differently than promised.
• Commercial and Residential Real Estate Contracts: Purchase and sale agreements, failed closings, and landlord and tenant disputes. Palm Beach County’s mix of investment property, family-held parcels, and entity-owned buildings makes careful contract wording critical.
• Commercial Leases and Loan Documents: Personal guarantees, default provisions, and cure periods in these documents often decide who bears the loss when a tenant or borrower falls behind.
• Business Divorce and Buyouts: Valuation disputes, deadlocked management, breaches of fiduciary duty, and judicial dissolution. Where possible, the goal is a negotiated buyout or a structured wind-down.
• Family and Friend-Owned Businesses: Siblings who inherited a company, parents and children with different plans, and spouses or in-laws who share ownership face questions about control and compensation that call for discretion.
• Missing Funds and Accounting Claims: Unpaid distributions, commingled accounts, diverted company money, and disputed capital contributions, sometimes requiring emergency injunctive relief to freeze assets.
• Partition and Title Issues: Co-owned property between former partners, heirs, or investors, plus quiet title actions to clear competing ownership claims.

What to Do Before You Sign, and What to Do When a Deal Is Already Going Wrong

If you have not signed yet, the most valuable thing you can do is get the agreement in front of a lawyer while terms are still negotiable. Bring everything: the term sheet, emails where promises were made, drafts, financial statements, and any prior agreements between the parties. Florida courts look closely at the written instrument, and what was said over lunch will be hard to prove later. Ask the questions that feel awkward now: how is the business valued if someone leaves, who can sign checks, what happens on death or divorce of an owner, and who pays if the company is sued.

If the deal is already in trouble, start preserving evidence right away. Save emails, texts, bank statements, books and records, and anything showing who contributed what. Do not delete messages and do not confront a partner by threatening claims in writing before you know your position. Read the agreement for notice and cure provisions, arbitration or mediation clauses, and any forum or fee-shifting language, because missing a contractual step can cost you leverage.

Watch the clock. Florida generally allows five years to sue on a written contract, four years for oral or implied contracts, and four years to seek rescission. Fraud claims run four years from discovery, with an outer limit of twelve years. A suit seeking specific performance, which is how a buyer enforces a deal for real property or a unique asset, has only a one-year period, and waiting can be fatal. Negligence claims now carry a two-year period, and professional malpractice claims also run two years from when the claim was or should have been discovered. Do not assume you have years when you might have one.

On the court side, disputes over amounts above the county court ceiling are filed in the circuit court. Palm Beach County cases belong to the Fifteenth Judicial Circuit, which sits in West Palm Beach, with branch courthouses in places such as Delray Beach and Palm Beach Gardens. Broward County cases belong to the Seventeenth Judicial Circuit, which has a dedicated complex business division for dissolutions of certain business entities and large business and construction disputes. Federal cases can go to the Southern District of Florida, which holds court in West Palm Beach and Fort Lauderdale. Because the firm handles local appearances, clients who live out of state do not need to travel for every hearing.

When a Transaction Ends Up in Court: Injunctions, Dissolution, and Buyouts

Some disputes cannot wait for a final judgment. If a partner is moving company funds or a counterparty is about to transfer property, a court can enter temporary or permanent injunctive relief to preserve the status quo. In a corporate dissolution case, a Florida court may issue injunctions, appoint a receiver or custodian, and take other steps to preserve assets while the case is pending. Before appointing a receiver or custodian for an LLC, the court must hold a hearing after notice to the parties.

Dissolution is not always the end of the road. When a shareholder petitions to dissolve a corporation on certain grounds, the corporation, or if it does not act, one or more shareholders, may elect to buy the petitioner’s shares at fair value. The company must notify the other shareholders within 30 days of the filing that they can avoid dissolution this way. If the parties agree on price and terms within 60 days after the first election, the court enters an order directing the purchase, and an election is irrevocable unless the court finds it equitable to set it aside. LLC members have comparable court-ordered buyout options. For many owners the realistic goal is a fair exit and a functioning company, not a shutdown, and transactions counsel should plan for that outcome from day one.

Common Questions About Palm Beach Business Transactions

What is the difference between a business transactions attorney and a business litigation attorney?

Transactions work is about creating and documenting the deal. Litigation is about enforcing or defending it when it fails. Having both perspectives under one roof means the person drafting your agreement knows how courts have treated similar language.

Do I need a written operating agreement for my Florida LLC?

You can form an LLC without one, but you should not run one that way. Without an agreement, default statutory rules govern management, distributions, and exits, and they rarely match what the owners assumed. A written agreement is the best protection against a later fight over control and money.

How long do I have to sue for breach of a written contract in Florida?

Five years for a contract founded on a written instrument, and four years for oral or implied contracts. The changes to Florida’s limitations periods in 2023 shortened the negligence period to two years but did not change the five-year written-contract period.

How fast do I have to move if I want a court to force a sale of real property under a contract?

A specific performance action carries a one-year limitations period in Florida, much shorter than an ordinary contract claim. If the other side is refusing to close, talk to a lawyer promptly.

Can I force a partner out of my LLC?

It depends on your operating agreement and the conduct involved. Many agreements contain buyout, expulsion, or dissociation provisions, and Florida law offers court remedies for serious misconduct or when the company cannot function. A lawyer should read your agreement before you take any step.

What if my partner is taking money from the business?

You may have claims for breach of fiduciary duty, an accounting, conversion, and recovery of the funds. In urgent situations a court can order injunctive relief to stop assets from being moved or spent during the case.

Is it worth hiring a lawyer for a smaller deal?

Often yes, because the cost of fixing a bad agreement later is usually much higher than the cost of reviewing it now. Smaller deals between friends or relatives are the ones most likely to be done on a handshake and fought over later.

Which Florida court would hear my business dispute?

Claims above the county court ceiling are filed in circuit court, and smaller ones in county court. The ceiling is adjusted periodically, so check the current figure with counsel. Palm Beach County cases are in the Fifteenth Judicial Circuit and Broward County cases are in the Seventeenth. Federal court is available only where federal jurisdiction exists.

Does every dispute over a deal go to trial?

No. Many are resolved through negotiation, mediation, or arbitration, and some agreements require one of those steps first. The firm’s attorneys are experienced in alternative dispute resolution and pursue whichever path best serves the client’s goals and budget.

I live in New York, New Jersey, or Connecticut and my partner is in Palm Beach County. Can you help?

Yes. The firm regularly represents clients from the tri-state area with South Florida business or real estate interests, handles the local court appearances, and keeps clients informed so they do not have to travel for every proceeding.

Do you work with other attorneys on referrals?

Yes. A significant part of the practice comes from other lawyers, including out of state attorneys whose clients have Florida disputes. The firm keeps referring counsel informed and respects the existing client relationship.

Business Transactions Counsel Across Palm Beach County and Beyond

The firm represents clients throughout Palm Beach County, starting with West Palm Beach and extending north through Palm Beach Gardens, Jupiter, Juno Beach, North Palm Beach, Riviera Beach, and Lake Park, and west toward Royal Palm Beach, Wellington, Loxahatchee, and Belle Glade. Heading south, it serves Lake Worth Beach, Boynton Beach, Delray Beach, Highland Beach, Boca Raton, and the communities that surround them. The reach also includes neighboring Broward County, including Deerfield Beach, Pompano Beach, Coral Springs, Fort Lauderdale, Plantation, and Hollywood, as well as the wider South Florida region.

Whether the matter is a company formation, a sale of a business, a lease or loan dispute, or a contract that has already broken down, the firm works with owners, investors, and families in each of these communities, and with out of state clients who hold business or real estate interests here.

Talk to a Palm Beach Business Transactions Lawyer Before the Deal Decides for You

Whether you are about to sign or already stuck in a disagreement, a conversation with a Palm Beach business transactions lawyer at the Andrew M. Schwartz Legal Team can show you where your agreement is strong, where it is exposed, and what a realistic path forward looks like. Call the firm to schedule a consultation and bring the documents you have; the team will tell you plainly what matters and what it is likely to cost.