Palm Beach County LLC Member Dispute Attorney

An LLC member dispute in Palm Beach County is decided first by what the operating agreement says and only second by what Florida’s LLC statute provides, and the gap between the two is where most of these cases are won or lost. The Andrew M. Schwartz Legal Team handles business litigation and real estate litigation for owners, investors, and families across Palm Beach County, Broward County, and the rest of South Florida, and a Palm Beach County LLC member dispute attorney from our team starts by reading the agreement line by line before recommending any course of action.

Member disputes take several forms: a manager who stops reporting financials, a co-member who pays himself out of company accounts, a deadlock between two 50 percent owners that freezes every decision, or a minority member who finds herself locked out of the business she helped build. Each of these has a different set of remedies, a different timeline, and a different level of urgency. Some can be negotiated into a buyout. Some require a court to step in with a receiver or custodian. A few call for an emergency injunction before anything else happens.

The first questions we ask are practical ones. What does the operating agreement say about buyouts, deadlocks, and removal? Is money moving out of the company? Is the member who is frustrating you also the person who controls the bank accounts and the records? The answers determine whether this is a negotiation, a lawsuit, or both at once.

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

The Andrew M. Andrew M. Schwartz, the firm’s founder, has spent 37 years in litigation, and his career has been built around complex contract disputes, business divorces, and conflicts between partners, LLC members, and shareholders. 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. 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 federal experience matters in South Florida, where the Southern District of Florida sits in West Palm Beach and Fort Lauderdale and some member disputes end up there.

The firm practices as a true team, which means everyone working on your matter knows the file. When you call, someone who can answer your question picks up, and if we are in court, the firm’s strict 24 hour return call policy applies. Clients in LLC disputes tend to want two things at once: a lawyer who will act decisively when money is at risk, and one who will not run up fees fighting a fight that a well-structured buyout could end. Andrew Schwartz’s view, which he states plainly, is that clients often think they want the most aggressive lawyer available but really want one who does what the situation calls for and uses finesse when finesse will do.

The firm is experienced in mediation and arbitration as well as courtroom litigation, which is useful because many operating agreements send disputes to one or the other. Our trial work includes a recent five-day bench trial in Broward County Circuit Court that ended in a 32-page final judgment awarding our client specific performance of a commercial real estate contract. A substantial share of our caseload comes from referrals by other attorneys, including out of state lawyers whose clients have members, co-owners, or property in Florida, and we also represent clients from New York, New Jersey, and Connecticut and handle the local court appearances so they do not have to travel for every hearing.

Common Types of LLC Member Disputes We Handle in Palm Beach County

• Deadlocked Management: Two equal members, or two factions, cannot agree on a decision and the company stalls. Florida’s LLC statute treats an unbreakable deadlock that threatens irreparable injury to the company as a ground for judicial dissolution, but many operating agreements contain their own deadlock sale or buy-sell provisions that take priority if they are triggered before the court makes its finding.
• Missing or Diverted Company Funds: A manager or member cannot account for company money, distributions stop, or personal expenses run through the business. We pursue claims for an accounting, breach of fiduciary duty, and recovery of funds, and we seek emergency relief when assets are being moved.
• Minority Member Freeze-Outs: A controlling member cuts a minority owner out of information, distributions, or decisions. Florida law gives members statutory rights to company records, and misappropriation or waste of assets that injures the company is a recognized ground for dissolution.
• Buyout and Valuation Fights: Members agree someone should leave but not on what the interest is worth. These cases turn on the valuation method in the agreement, the company’s financials, and sometimes competing expert opinions.
• Breach of the Operating Agreement: A member competes with the company, transfers an interest in violation of transfer restrictions, ignores voting requirements, or otherwise departs from what the members signed.
• Family and Friend-Owned LLCs: Siblings who inherited a company together, parents and children who disagree about its future, and spouses or in-laws who share ownership. These cases require discretion alongside firm protection of the client’s financial position.
• LLCs That Own Real Estate: When the company’s main asset is a building or parcel in Palm Beach County, a member dispute becomes a real estate dispute too, bringing in partition, title, and lease issues.
• Judicial Dissolution: When the business cannot continue in a workable way, a member may ask the circuit court to dissolve the LLC, and the court can appoint a receiver or custodian or order a purchase of the petitioner’s interest.

What Judicial Dissolution of an Florida LLC Actually Involves

Many members assume that if the relationship is broken, a court will simply dissolve the company. Florida’s statute is more specific. A member or manager may petition the circuit court for dissolution on enumerated grounds: that all or substantially all of the company’s activities are conducted unlawfully; that it is not reasonably practicable to carry on the business in conformity with the articles and operating agreement; that controlling members or managers have acted, are acting, or are reasonably expected to act illegally or fraudulently; that assets are being misappropriated or wasted, causing injury; or that members or managers are deadlocked, cannot break the deadlock, and irreparable injury to the company is threatened or being suffered. Each ground has to be proven with evidence, and which ground fits your facts shapes how the case is pleaded.

Dissolution is rarely the only outcome and often not the best one. On a showing of sufficient merit, the court may appoint a receiver or custodian to manage or protect the company during the case, after notice to the parties and a hearing. The court may also order that the company or other members purchase the petitioning member’s interest. For a member who wants out and wants fair value, that route can be faster and cheaper than a full wind-down. The operating agreement can change the picture: if it includes a deadlock sale provision that is initiated before the court finds a deadlock ground, that provision governs in place of a dissolution order or court-ordered purchase, as long as it is carried through.

This is why we read the agreement before choosing a strategy. A well-drafted buy-sell clause can resolve in weeks what a dissolution petition would take many months to resolve, and a poorly drafted one can be the source of the fight. If your LLC is a corporation in substance, or you hold shares in a corporation rather than membership interests, a parallel framework applies, including a statutory right for the corporation or other shareholders to elect to buy out a petitioning shareholder at fair value, with a 60 day window to agree on price and terms before the court steps in.

Immediate Steps When an LLC Member Dispute Breaks Out in Palm Beach County

The first thing to do is secure what you are entitled to see. Gather the articles of organization, the operating agreement and every amendment, tax returns, bank statements, capital contribution records, meeting minutes, and the emails and texts in which members discussed the issue. If you are a member, you have a legal basis to request company records, and a written request creates a record of what was asked and when. Do not remove anything you are not entitled to take, and do not delete anything; both can damage your position later.

Second, pin down the deadlines that apply. A claim founded on a written instrument, such as an operating agreement, generally must be filed within five years, while a contract claim not founded on a written instrument has four years. Fraud claims run four years from discovery, subject to an outer limit of 12 years. Specific performance actions carry a one-year period. These clocks run from when the claim accrued, and the facts of your dispute can change which one applies, so waiting to see how things develop is a risky approach.

Third, decide whether the situation is urgent. If money is leaving the company, if records are being destroyed, or if a member is about to transfer a company asset, the question is not whether to sue but how quickly to seek a temporary injunction. Courts treat these motions seriously and expect evidence, so the documents you gathered matter.

Disputes in Palm Beach County are filed in the Circuit Court of the Fifteenth Judicial Circuit, which sits in West Palm Beach at the main courthouse, with branch courthouses in Palm Beach Gardens, Royal Palm Beach, Delray Beach, and Belle Glade. County court generally handles claims up to the statutory limit, while larger disputes, and any case seeking dissolution or injunctive relief, belong in circuit court. If the other member lives or does business in Broward County, the Seventeenth Judicial Circuit in Fort Lauderdale has complex business divisions that handle, among other things, dissolution of certain business entities and large business litigation. Some disputes, particularly those involving parties from different states, can also land in the federal Southern District of Florida.

Finally, avoid the common mistakes: confronting the other member by text in ways that create bad evidence, locking the other side out of company accounts without legal advice, and signing a buyout or release before the valuation has been tested. Call us before taking any of those steps.

Questions About LLC Member Disputes in Palm Beach County

Can I force a member out of my Florida LLC?

It depends on your operating agreement and what the member has done. Many agreements include expulsion, dissociation, or buyout provisions with specific triggers. If the agreement is silent or inadequate, Florida’s statute provides court remedies in cases of serious misconduct or when the company cannot function. An attorney needs to read the agreement before you take any step.

What is a business divorce?

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

What can I do if a co-member is taking money from the company?

You may have claims for breach of fiduciary duty, an accounting, conversion, and recovery of the funds. When the situation is urgent, a court can issue injunctive relief to stop assets from being moved or spent while the case is pending.

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

For a claim based on a written agreement, the period is generally five years. For an oral or implied agreement, it is four years. Fraud has its own timeline running from discovery. Because the deadline depends on when the claim accrued, get advice early.

What happens if my LLC has no written operating agreement?

Florida’s LLC statute supplies default rules for governance, distributions, and member rights. A dispute under those defaults can be harder to resolve because there is no agreed method for valuation or buyouts, and members often disagree about what was understood. Oral agreements are also subject to a shorter limitations period than written ones.

Can a court appoint someone to run the company during the dispute?

Yes. In a dissolution proceeding, the court may appoint a receiver or custodian once the petitioner shows sufficient merit, after notice to the parties and a hearing. This is a significant intrusion into the company’s affairs, so courts generally want a real showing of risk to the business or its assets.

Does filing for judicial dissolution stop a buyout under my operating agreement?

Not necessarily. If the operating agreement contains a deadlock sale provision that is triggered before the court finds that deadlock grounds exist, that provision generally controls instead of a dissolution order or court-ordered purchase, provided it is carried out. The timing of who triggers what can matter a great deal.

My LLC owns a building in Palm Beach County and the members disagree about selling it. What are my options?

The answer depends on how title is held. If the LLC holds the property, the operating agreement and the dissolution statute control, and a court could order a purchase or dissolution. If members hold the property directly as co-owners, a partition action may be available, in which the court divides the property or orders it sold and divides the proceeds.

Do I have to litigate, or can this be resolved privately?

Many disputes settle through negotiation, mediation, or arbitration, and some operating agreements require mediation or arbitration before suit. Our attorneys are experienced in all of these, and we aim for the resolution that serves your goals and budget rather than extending a case for its own sake.

I live in New York or New Jersey but my LLC operates in Palm Beach County. Can you represent me?

Yes. We regularly represent clients from New York, New Jersey, and Connecticut with business partners or co-owners in South Florida. We handle the Florida court appearances and keep you informed so you do not have to travel for each hearing.

Will my business keep running while the dispute is pending?

Usually, yes. Most disputes do not shut down operations, and where the relationship can be preserved, we try to resolve the dispute in a way that keeps the business open. Where the company’s assets are at risk, courts can issue injunctions or appoint a custodian to keep operations stable.

Serving LLC Members Throughout Palm Beach County and South Florida

Our work for LLC members starts in Palm Beach County, from West Palm Beach and Palm Beach Gardens through Jupiter, Juno Beach, and North Palm Beach, and south into Lake Worth Beach, Boynton Beach, Delray Beach, and Boca Raton.

Many of these disputes cross county lines, and our team also serves clients in Broward County, including Fort Lauderdale, Deerfield Beach, Pompano Beach, Coral Springs, Plantation, and Hollywood. We take on cases throughout South Florida and represent clients from New York, New Jersey, and Connecticut whose business partners or real estate are in the region. Whether the company is a restaurant group, a real estate holding entity, a professional practice, or a family business, we bring the same careful reading of the agreement and the same attention to the financial records.

Talk to a Palm Beach County LLC Member Dispute Lawyer Before the Dispute Hardens

The earlier an LLC dispute is examined, the more options remain open: a negotiated buyout, a mediated settlement, a court-supervised separation, or emergency relief to protect company assets. If you are a member of a Palm Beach County LLC and the relationship with your co-members has broken down, call the Andrew M. Schwartz Legal Team to talk through your operating agreement and the choices in front of you. A conversation with a Palm Beach County LLC member dispute lawyer from our team will give you a clear sense of where you stand and what to do next.