Palm Beach County Business Transactions Attorney

A handshake deal on a buyout, a purchase agreement drafted from a template, or an operating agreement nobody has read since the day it was signed can each decide who controls a company years later. The Andrew M. Schwartz Legal Team handles business transactions and litigation, real estate transactions and litigation, partnership disputes, injunctions, and outside general counsel work for owners, investors, and families across Palm Beach County and Broward County.

A Palm Beach County business transactions attorney earns their keep long before anything goes wrong. The contract you sign at closing is the document a judge will read if the relationship fails, and Florida courts generally enforce what the paper says rather than what the parties later remember agreeing to. Loose wording about valuation formulas, capital contributions, management authority, or what happens when two owners deadlock is where most expensive disputes begin. Drafting those provisions carefully, and reviewing the other side’s draft with a litigator’s eye, is the work that keeps a deal from becoming a lawsuit.

That litigator’s perspective is what separates transactional counsel who simply paper a deal from counsel who has seen how deals break. Our practice sits on both sides of that line. We negotiate and document transactions, and we try the cases that arise when the documents are ambiguous or one party stops performing. For Palm Beach County clients buying a company, bringing in a partner, selling a commercial property, or restructuring ownership, that dual experience shapes every clause we recommend.

What Counts as a Business Transaction in Palm Beach County

The phrase covers a wide range of work, and the right preparation depends on which kind of deal you are in. Some transactions are one-time events with a closing date. Others create an ongoing relationship that will be governed by the document for a decade. Palm Beach County’s economy produces both in volume: professional practices, hospitality and service companies, construction and development entities, family-held investment vehicles, and out-of-state owners who hold South Florida assets through LLCs.

Each of these deals carries its own risk profile. A purchase of a going concern turns on what the buyer is actually acquiring and what liabilities follow the company. A co-ownership arrangement turns on exit rights. A commercial lease turns on who pays for what when the building or the business changes. Reading the transaction for its failure points, not just its terms, is the first thing we do.

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

The Andrew M. Schwartz Legal Team represents business owners, investors, and families in South Florida’s business and real estate matters, serving Boca Raton, West Palm Beach, Fort Lauderdale, and the rest of Palm Beach and Broward Counties. Andrew M. Schwartz, the firm’s founder, has spent 37 years in litigation, was admitted to The Florida Bar in 1989, and has practiced litigation in Florida since that year. 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, which means he knows how transactions read when they are put in front of a judge.

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 a matter knows the file, and a strict 24 hour return call policy applies when an attorney is in court. Many clients also come to us through referrals from other lawyers, including out of state attorneys whose clients hold interests in Florida, and we communicate with referring counsel throughout.

Results at trial inform how we draft. In a recent matter, after a 5-day bench trial in Broward County Circuit Court, the court issued a 32-page final judgment awarding our client specific performance of a commercial real estate contract. A court ordering a seller to actually close is a remedy that depends on how clearly the contract was written and how well the record was built. We bring that perspective to every purchase agreement and commercial contract we draft or review. The firm’s approach is also practical about cost: Andrew’s philosophy is that clients want a lawyer who acts as the situation requires, uses finesse when finesse will do, and finds a cost-effective path rather than fees that outweigh good sense.

Transaction Types We Handle for Palm Beach County Businesses

• Purchase and Sale Agreements: Buying or selling a business or commercial property involves representations, closing conditions, price adjustments, and remedies for breach. Ambiguity in any of these is the usual source of a failed closing, and specific performance claims have a short limitations window under Florida law.
• Operating Agreements and Shareholder Agreements: These documents govern management authority, distributions, transfer restrictions, buyouts, and what happens when owners deadlock. Florida’s LLC statute allows an operating agreement to include a deadlock sale provision, and a provision that is properly initiated can displace judicial dissolution.
• Partner and Member Buy-Ins and Buyouts: Admitting a new owner or paying one out requires a valuation method, payment terms, and protections for the company if installment payments stop. Disagreement over valuation is among the most common business divorce issues.
• Commercial Leases: Lease terms for retail, office, and industrial space determine rent escalation, repair obligations, assignment rights, and personal guaranties that can follow an owner personally.
• Loan Documents and Guaranties: Financing arrangements, security interests, and personal guaranties often outlast the business relationship they were created for, and their wording controls what a lender or partner can collect.
• Construction and Development Contracts: Contractor agreements, change-order provisions, and payment terms are frequent subjects of litigation in a county with steady building and renovation activity.
• Family and Closely Held Business Arrangements: Siblings, parents and children, and in-laws who share ownership need agreements that address compensation, control, and succession in writing, because family trust is a poor substitute for a clear document.
• Outside General Counsel Engagements: Through our general counsel program, the firm serves as registered agent and handles the contract, compliance, and operational questions that arise in running a company.

What to Do Before You Sign and After a Deal Goes Wrong

If you are still negotiating, the most valuable step is to get the document reviewed before signature, not after a dispute. Bring the full draft, any term sheet or letter of intent, and the correspondence that preceded it. Prior emails and texts often matter later because courts look at the parties’ history of dealing when wording is unclear, so keep them organized. Ask specifically about exit mechanics, valuation, indemnification, and what remedies each side has if the other fails to perform. Those are the clauses people skip and later regret.

If a deal has already soured, preserve everything. Save the signed agreement and every amendment, the communications around performance, bank and accounting records, and any notices sent or received. Do not delete messages, and do not move company funds or property in response to a dispute, since that can hurt your position. Timing matters: Florida law gives five years to sue on a contract founded on a written instrument and four years for oral or implied contracts, while an action seeking specific performance carries a one-year period. A claim to rescind a contract has four years, and fraud claims run four years from discovery, subject to an outer limit of twelve years. Because those periods differ, identifying the right claim early is worth the call.

Where the dispute is urgent, such as a partner diverting funds, a seller about to transfer a property, or a co-owner locking you out, the right move may be emergency injunctive relief rather than a conventional lawsuit. Our attorneys regularly pursue temporary and permanent injunctions to preserve assets and the status quo while the case proceeds.

On the court side, circuit court is where larger business cases belong. Claims above the county court ceiling go to circuit court, while county court handles mid-range disputes and small claims covers the smallest. In Palm Beach County, business cases are heard in the Fifteenth Judicial Circuit, which sits in and for the county, with the main courthouse in West Palm Beach and branch courthouses serving Palm Beach Gardens, Delray Beach, and other communities. Cases in Broward County go to the Seventeenth Judicial Circuit, whose Complex Business Division is designed for larger business disputes, including dissolution of certain business entities. Federal claims and diversity cases involving out-of-state parties can be heard in the Southern District of Florida, which holds court in West Palm Beach and Fort Lauderdale, among other cities. Not every dispute needs a courtroom; mediation and arbitration are often the faster and cheaper route, and our attorneys are experienced in both.

When a Business Relationship Ends: Dissolution, Buyouts, and Deadlock

Transactional planning and dispute resolution meet at the point where owners part ways. Florida’s LLC statute allows a member or manager to ask the circuit court for judicial dissolution on specific grounds: conduct of the company’s affairs unlawfully, circumstances where it is not reasonably practicable to operate under the articles and operating agreement, illegal or fraudulent conduct by those in control, misappropriation or waste of assets that causes injury, or a management deadlock that cannot be broken and threatens irreparable harm. In those proceedings the court can, on a showing of sufficient merit, appoint a receiver or custodian after notice and a hearing, or order a purchase of the petitioning member’s interest instead of dissolving the company.

Corporations follow a parallel track. A shareholder can seek judicial dissolution or another remedy on statutory grounds, and the corporation or the other shareholders may elect to buy out the petitioner at fair value. If the parties agree on value and terms within 60 days of the first election, the court enters an order directing the purchase on those terms, and the election is irrevocable unless the court finds it equitable to modify it. A shareholder agreement with a compliant deadlock sale provision is preserved alongside these remedies.

The practical lesson for anyone entering a deal is that a well-drafted buy-sell or deadlock provision is almost always faster and cheaper than the statutory route. Writing it now, while the owners still get along, is the single best use of transactional counsel.

Common Questions About Business Transactions in Palm Beach County

When should I hire a business transactions attorney in Palm Beach County?

Ideally before you sign. Lawyers add the most value when reviewing a draft, negotiating exit terms, and setting up the entity, because those choices are hard to change once money has moved. It is also reasonable to call after a deal has soured, since the document you signed controls the available remedies.

Can an operating agreement really control what happens if partners disagree?

Yes, to a large extent. Florida allows operating agreements to address buyouts, transfer limits, management authority, and deadlock sales. If a deadlock sale provision is properly initiated before a court finds deadlock grounds, it applies instead of judicial dissolution.

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

Five years for a claim founded on a written instrument. Oral or implied contract claims have four years, and specific performance actions have a one-year period, so the type of claim matters.

What is specific performance and when is it available?

It is a court order requiring a party to carry out a contract rather than pay damages. It is most often sought in real estate deals where the property is unique. Our firm obtained a final judgment awarding specific performance of a commercial real estate contract after a bench trial in Broward County.

What court will hear my business dispute?

Larger business claims go to the circuit court, and in Palm Beach County that is the Fifteenth Judicial Circuit. Mid-range disputes are heard in county court, and the smallest claims in small claims court. Federal court in the Southern District of Florida may be available where federal law or diversity of citizenship is involved.

Does a business dispute have to end in a lawsuit?

No. Many are resolved through negotiation, mediation, or arbitration, and our attorneys are experienced in each. We pursue the path most likely to achieve your goals efficiently, and many agreements require alternative dispute resolution before any court filing.

My partner is taking money from the company. What can I do?

You may have claims for an accounting, breach of fiduciary duty, conversion, and recovery of the funds. Where assets are being moved or spent, a court can issue injunctive relief to stop that while the case is pending. Misappropriation or waste of assets that causes injury is also a recognized ground for judicial dissolution of an LLC.

I live in New York, New Jersey, or Connecticut but own a business interest in Palm Beach County. Can you represent me?

Yes. We regularly represent clients from the tri-state area who have business or real estate interests in South Florida, handle the local court appearances, and keep you informed so you do not need to travel for every proceeding.

What does outside general counsel service actually include?

It gives a company regular access to legal advice without an in-house lawyer. Through our program, the firm serves as registered agent and helps with contracts, compliance, and operational questions. Having a litigator involved before a dispute starts often keeps disagreements from becoming lawsuits.

Is it worth paying a lawyer to review a deal I am already comfortable with?

Often yes, especially where the deal involves significant money, a long-term relationship, or a personal guaranty. A review typically costs a small fraction of what a dispute over unclear wording would, and it can surface exit and remedy terms that are missing entirely.

Can you help if another attorney refers me or my client?

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

Serving Business Transactions Clients Throughout Palm Beach County and South Florida

Our work for Palm Beach County clients begins in West Palm Beach, where the main courthouse sits, and extends north through Palm Beach Gardens, Jupiter, Juno Beach, Tequesta, and North Palm Beach. We represent owners and investors in Lake Park, Riviera Beach, Palm Beach, Lake Worth Beach, Wellington, Royal Palm Beach, and Greenacres, and in the western communities of Belle Glade and Loxahatchee. In the southern part of the county we serve clients in Boynton Beach, Delray Beach, Highland Beach, Boca Raton, and Lantana.

Many Palm Beach County business owners also hold assets just across the county line, so the firm serves Broward County as well, including Fort Lauderdale, Deerfield Beach, Pompano Beach, Coral Springs, and neighboring communities. We also work with clients in the New York, New Jersey, and Connecticut area who hold Florida businesses or property and rely on us to handle the local proceedings.

Talk With a Palm Beach County Business Transactions Lawyer

Whether you are about to sign a purchase agreement, restructure ownership, or sort out a deal that has stopped working, a conversation with a Palm Beach County business transactions lawyer at the Andrew M. Schwartz Legal Team can clarify what your documents say and what remedies you have. We answer the phone when you call and return messages within 24 hours when we are in court.

Call to schedule a consultation and bring the agreements, correspondence, and financial records you have. We will tell you plainly where you stand and what the most cost-effective path forward looks like.