Palm Beach County Business Divorce Attorney

A business divorce ends one of three ways: you buy out your co-owner, your co-owner buys you out, or the company is sold or dissolved and the money is split. The real work is getting to one of those endings on fair terms, without letting the company bleed value while the fight drags on. The Andrew M. Schwartz Legal Team handles business divorce for partners, LLC members, shareholders, and minority owners in Palm Beach County, and works with clients throughout Broward County and the rest of South Florida.

If you are searching for a Palm Beach County business divorce attorney, you are probably past the point of a simple disagreement. Perhaps the owners are deadlocked and nothing can be approved. Perhaps one partner is draining accounts, shutting you out of the books, or freezing you out of decisions. Perhaps there is a family or friendship attached to the company, which makes every conversation harder than it should be.

The right path depends on what your operating agreement or shareholder agreement says, what Florida’s business entity statutes allow, and how much leverage each side holds. Some owners want out with fair value in hand. Others want to keep the company and remove the person causing the problem. Both goals are workable, but they call for different strategies from the first week.

What Florida Law Gives a Frustrated LLC Member or Shareholder

Most business divorces in Palm Beach County involve either a limited liability company or a closely held corporation, and the two are governed by different statutes with different remedies.

For an LLC, Florida’s Revised LLC Act lets a manager or member ask a circuit court to dissolve the company on specific grounds. These include situations where the company’s activities are being conducted unlawfully, where it is no longer reasonably practicable to carry on the business in line with the articles and operating agreement, where those in control have acted or are expected to act illegally or fraudulently, where company assets are being misappropriated or wasted to the company’s injury, and where managers or members are deadlocked and irreparable injury to the company is threatened or occurring. Once a petition has enough merit, the court can appoint a receiver or custodian after a hearing, or order that the petitioning member’s interest be purchased.

One wrinkle matters a great deal in practice: if your operating agreement contains a deadlock sale mechanism, such as a buy-sell or shotgun clause, and someone triggers it before the court finds that deadlock grounds exist, that contractual process can take the place of judicial dissolution. Whoever moves first on that clause can shape the entire outcome, so reading the agreement closely, and quickly, is often the first job.

For a corporation, the shareholder remedies sit in a separate chapter. A circuit court can dissolve a corporation or grant a lesser remedy, including where a shareholder shows the business has been abandoned and not wound up within a reasonable time. Within 30 days after a shareholder files a dissolution proceeding on the oppression-type grounds, the corporation has to notify the other shareholders that they can avoid dissolution by electing to buy out the petitioner at fair value. If the sides agree on fair value and terms within 60 days after the first election is filed, the court enters an order directing the purchase on those terms. An election to purchase is irrevocable unless the court finds it equitable to modify or set it aside. During the case, the court can issue injunctions, appoint a receiver or custodian, and take steps to preserve assets and keep the business running until a full hearing.

The point of knowing all this is leverage. A dissolution petition is not only a path to ending the company; it is also the mechanism that forces a buyout conversation at a court-supervised fair value.

Why Choose the Andrew M. Schwartz Legal Team for a Palm Beach County Business Divorce

The Andrew M. Andrew M. Schwartz, Founder, was admitted to The Florida Bar in 1989, has practiced litigation in Florida since then, 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.

Sundeep Nath, Senior Counsel, is a Northwestern-trained litigator with years of experience in business and real estate cases in both state and federal courts. That matters when a partnership fight crosses into federal territory or when a dispute has moving parts in more than one forum.

The firm works as a true legal team, so everyone handling your matter knows the file and can answer when you call. There is a strict 24 hour return call policy when the attorneys are in court or otherwise unavailable. The firm is experienced in mediation and arbitration as well as courtroom litigation, and it looks for the resolution that fits a client’s goals and budget rather than stretching a case out for its own sake. Andrew’s own view, shared with clients, is that most people say they want a hyper-aggressive lawyer but really want one who acts as the situation requires and uses finesse when finesse will do.

On the courtroom side, in a recent matter the firm’s client obtained a 32-page final judgment from the Broward County Circuit Court granting specific performance of a commercial real estate contract after a 5-day bench trial. Business divorces often turn on exactly this kind of work: long trials, detailed findings, and contracts read line by line.

Much of the practice also comes from referrals by other lawyers, including out of state counsel whose clients own businesses or property here. The firm also handles local court appearances for clients outside Florida, including those from New York, New Jersey, and Connecticut, so they do not have to travel for every hearing.

Business Divorce Situations We Handle in Palm Beach County

• Deadlocked Management: Two 50 percent owners, or an even-numbered board, cannot approve a budget, a hire, a sale, or a lease renewal, and the company stalls. Remedies range from a contractual buy-sell clause to a court petition for dissolution, a custodian, or a purchase order.
• Buyouts and Valuation Fights: The sides agree someone should leave but not on what the interest is worth. Disputes center on discounts, goodwill, add-backs to earnings, and who controls the financial data used to value the company.
• Breach of Operating or Shareholder Agreements: A partner ignores a consent requirement, issues new interests, changes compensation unilaterally, or skips a required distribution. These cases turn on the exact language of the governing document.
• Breach of Fiduciary Duty by a Manager or Majority Owner: Self-dealing, side businesses that compete with the company, sweetheart deals with related entities, or excluding a minority owner from information they are entitled to see.
• Missing or Diverted Company Funds: Unexplained withdrawals, commingled accounts, unpaid distributions, and disputed capital contributions. We pursue accountings and recovery, and seek emergency relief where assets are at risk of being moved.
• Judicial Dissolution and Court-Supervised Wind-Down: When the business cannot continue, we pursue or defend dissolution, and work on a structured wind-down and fair distribution of proceeds.
• Family and Friend-Owned Businesses: Siblings who inherited a company, parents and children with different plans, spouses and in-laws sharing ownership. These matters need discretion alongside firm protection of your financial position.
• Co-Owned Real Estate Tied to the Business: Properties held by former partners often trigger partition or title disputes alongside the entity dispute, and we handle both sides of that overlap.

First Moves When the Partnership Starts to Break Down

Start with the documents. Gather the operating agreement or shareholder agreement and every amendment, the articles of organization or incorporation, any buy-sell agreement, capital contribution records, tax returns, bank statements, and the company’s financial reports. If you have legitimate access to the books today, preserve copies now; access sometimes disappears quickly once a relationship sours. Do not take anything you are not entitled to, and do not delete anything. Your lawyer can tell you what you may lawfully retrieve.

Next, resist the urge to act unilaterally. Locking a partner out of accounts, changing passwords, or stripping someone’s authority can create claims against you that did not exist before. Equally, do not sign anything a co-owner sends you, such as a buyout term sheet or an amendment to the operating agreement, without having it reviewed.

Deadlines matter, and they differ by claim. A claim founded on a written agreement generally has a five-year limitations period in Florida, while an oral or implied contract claim has four years. Fraud claims run four years from discovery, with an outer limit of 12 years. A suit seeking specific performance of a contract has just one year. A professional malpractice claim against, say, an accountant or lawyer connected to the company has a two-year period running from when it was or should have been discovered. Because a single business divorce can include several of these theories, the clock for your shortest claim controls your timing.

If the dispute is in Palm Beach County, the case is typically filed in the Fifteenth Judicial Circuit, whose Circuit Civil Court sits at the main courthouse in West Palm Beach. Claims above the county court’s limit belong in circuit court, and business dissolution and fiduciary disputes ordinarily land there. If your co-owner or the company’s operations are in Broward County, the Seventeenth Judicial Circuit in Fort Lauderdale is the forum, and that court has a complex business division that handles, among other matters, the dissolution of certain business entities. Federal court in the Southern District of Florida, which sits in West Palm Beach and Fort Lauderdale among other cities, comes into play where there is a federal claim or genuine diversity between the parties. Choosing the right court is part of strategy, not an afterthought.

Finally, ask early whether emergency relief is warranted. If a partner is moving money, transferring assets, or about to sell something that cannot be unwound, waiting for a final judgment is not an option. Courts can issue temporary and permanent injunctions and, after a hearing, appoint a receiver or custodian to preserve what is left.

Resolving a Business Divorce Without Burning Down the Company

Litigation is the leverage, but it is rarely the finish line. Many business divorces settle through negotiated buyouts, sale of the company to a third party, structured wind-downs, mediation, or arbitration where the agreement calls for it. The firm’s approach is to prepare every case as though it will be tried, because that preparation drives settlement terms, and then to pursue the cheapest route that actually achieves the client’s goal.

Valuation is where deals live or die. Expect questions about whether a minority discount applies, how to treat owner compensation, whether the company has been run in a way that depresses its apparent earnings, and who gets to choose the appraiser. Your attorney’s job is to challenge numbers that serve the other side and to make sure the terms of any buyout, including payment timing, security, releases, and non-compete obligations, are written so they can be enforced.

When the business is held together with real estate, the divorce frequently has a property component. Former partners who co-own a building or parcel can ask a Florida court for partition, either dividing the land or, where division is impractical, ordering a sale with proceeds shared in proportion to ownership. That process involves court-appointed commissioners, and if the property qualifies as heirs property, a separate statutory framework applies. Title disputes and quiet title actions can clear competing claims. Handling the entity dispute and the property dispute together avoids contradictory outcomes.

Palm Beach County Business Divorce FAQs

What exactly is a business divorce?

It is the separation of co-owners of a company, whether they are partners, LLC members, or shareholders. It can end in a negotiated buyout, a sale of the business, a structured wind-down, or a court-ordered dissolution when the owners cannot agree.

Can I force a partner out of my Florida LLC?

It depends on your operating agreement and the partner’s conduct. Many agreements contain expulsion, dissociation, or buyout provisions. Florida’s LLC statute also gives courts the power to act where there is serious misconduct, misappropriation, or a company that can no longer function. An attorney needs to read your agreement before telling you which route is realistic.

What if my partner is taking money from the company?

You may have claims for breach of fiduciary duty, an accounting, conversion, and recovery of the funds. If assets are at risk of being moved, a court can be asked for injunctive relief and, in the right case, a receiver or custodian.

Does a business divorce always end in dissolution?

No. Dissolution is the last resort. Florida law is built to encourage buyouts: in a corporate dissolution case, the remaining shareholders can elect to buy out the petitioner at fair value, and in an LLC case the court can order a purchase of the petitioning member’s interest instead of shutting the company down.

What happens if my operating agreement has a buy-sell or shotgun clause?

If the clause is triggered before a court finds that deadlock grounds exist, it can displace judicial dissolution, so timing and drafting detail matter enormously. Anyone who is considering triggering or responding to one should have an attorney review the mechanics first, since the party who names the price often faces the risk of being bought out at that same price.

How long do I have to file a claim against a partner?

It depends on the claim. A written contract claim generally has five years, an oral contract four years, fraud four years from discovery (with a 12-year outer cap), and specific performance one year. Because different claims in the same dispute have different clocks, do not assume you have the longest one.

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

The proper court follows where the parties, the company, and the property are located and what the governing agreement says about venue. Palm Beach County cases go to the Fifteenth Judicial Circuit and Broward County cases to the Seventeenth. Many South Florida disputes touch both counties, so the filing decision is a strategic one.

How long does a business divorce take?

There is no honest one-size answer. A negotiated buyout can wrap up in weeks or months, while a contested dissolution with valuation experts and a trial can take considerably longer. Deadlocks, missing records, and emergency motions all change the timeline, which is part of why early document review matters.

I live in New York or New Jersey but own part of a Palm Beach County business. Can you handle it?

Yes. The firm regularly represents clients from New York, New Jersey, and Connecticut with business or real estate interests in South Florida. We handle the local court appearances and keep you informed so you are not traveling for every hearing.

Is it worth hiring a lawyer if the business is small?

Often, yes, because the cost of a bad exit is not measured only in company size. An unfavorable buyout, a missed deadline, or a poorly drafted release can follow you for years. A short consultation frequently clarifies whether a negotiated route makes sense before any lawsuit is filed.

My co-owner is a family member. Does that change anything?

The law applies the same way, but the handling does not. Family disputes carry emotional weight that ordinary commercial cases do not, so discretion, tone, and a realistic view of what you want the relationship to look like afterward all shape the strategy.

Do you work with other attorneys on these cases?

Yes. A significant part of the firm’s practice comes from referrals by other lawyers, including out of state attorneys and Florida attorneys who do not handle business litigation. We keep referring counsel informed and respect their relationship with the client.

Business Divorce Representation Across Palm Beach County and Neighboring South Florida

The firm represents business owners throughout Palm Beach County, starting from West Palm Beach and the communities around it, including Palm Beach, Lake Worth Beach, Lantana, Boynton Beach, and Delray Beach. Farther south and along the coast, we serve clients in Boca Raton, Highland Beach, and the western communities of Wellington, Royal Palm Beach, and Loxahatchee. To the north, we work with owners in Palm Beach Gardens, Jupiter, Juno Beach, Riviera Beach, North Palm Beach, and Tequesta, and inland toward Belle Glade and Pahokee.

Because many South Florida companies, and the co-owners behind them, straddle county lines, we also serve clients in neighboring Broward County, including Fort Lauderdale and surrounding communities. Whether the business is a restaurant, a medical or professional practice, a construction company, a real estate holding entity, or a family enterprise, the dispute resolution tools are the same: contract enforcement, fiduciary claims, injunctions, buyouts, and dissolution. We also continue to serve clients from New York, New Jersey, and Connecticut whose business partners or co-owners are here.

Talk With a Palm Beach County Business Divorce Lawyer

If your partnership has reached the point where operations are stalled, money is unaccounted for, or a buyout offer feels wrong, the next step is a conversation about your agreement, your options, and the timing. The Andrew M. Schwartz Legal Team can review your situation and explain whether a negotiated exit, a court filing, or emergency relief fits best. Call us to discuss your case with a Palm Beach County business divorce attorney who will give you a plain assessment of where you stand.