Palm Beach County Partnership Dispute Attorney

The goal in most partnership disputes is not to win an argument; it is to end up with a business that still runs, a fair price for your stake, or a clean separation from a co-owner who has stopped acting like a partner. The Andrew M. Schwartz Legal Team handles business divorce, partnership disputes, LLC member disputes, and shareholder conflicts for owners and investors throughout Palm Beach County and neighboring Broward County, and we work toward whichever of those outcomes fits your situation. A Palm Beach County partnership dispute attorney has to read your operating agreement, partnership agreement, or shareholder agreement closely, because what that document says about buyouts, deadlocks, and withdrawal usually determines your leverage before anyone files anything.

These disputes rarely arrive as a single event. They build from a missed distribution, a partner who stops sharing the books, a capital call one owner cannot or will not meet, or two owners who split on whether to sell. Palm Beach County’s mix of closely held operating companies, real estate investment entities, professional practices, and family-run businesses produces all of these, often with an owner who lives out of state and relies on a local partner for day-to-day control.

How the Dissolution and Buyout Statutes Shape Your Options

Florida’s statutes give a frustrated owner more than a choice between staying put and walking away. For limited liability companies, a circuit court may dissolve the company on petition of a manager or member on several grounds: the company’s affairs are being conducted unlawfully, it is no longer reasonably practicable to carry on in line with the articles and operating agreement, those in control 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. Those are the grounds a court actually evaluates, so a petition has to be built around facts that fit one of them.

Dissolution is not the only remedy a court can reach for. Once a petition shows sufficient merit, the court may appoint a receiver or custodian, or order that the petitioning member’s interest be purchased. A receiver or custodian cannot be appointed without a hearing, with notice to the parties and to any interested person the court designates. There is also a wrinkle that catches people off guard: if your operating agreement contains a deadlock sale provision and someone starts it before the court finds that deadlock grounds exist, that contractual mechanism can displace a judicial dissolution order or a court-ordered buyout, provided it is then actually carried through.

For corporations, a circuit court can dissolve the company or order another remedy on a shareholder’s petition on specified grounds, including that the business has been abandoned and the corporation has failed within a reasonable time to wind up and distribute its assets. The corporate statute also builds in a buyout off-ramp. In a shareholder-initiated dissolution case, the corporation, or if it does not act, one or more of the other shareholders, may elect to buy the petitioner’s shares at fair value. Within 30 days after such a proceeding begins, the corporation must notify the other shareholders that they can avoid dissolution by making that election. If the parties 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 set it aside or modify it, which is why the timing and wording of that election deserve careful attention.

While a dissolution case is pending, the court can issue injunctions, appoint a receiver or custodian, take other steps to preserve corporate assets, and keep the business running until a full hearing. Filing for judicial dissolution on certain grounds does not cut off a shareholder’s separate right to start a deadlock sale under a compliant shareholder agreement. Those interlocking pieces are why the first strategic question is usually which statute and which contract provision is going to control.

Why Choose the Andrew M. Schwartz Legal Team for a Palm Beach County Partnership Dispute

The Andrew M. Schwartz Legal Team represents business owners, investors, and families in South Florida’s business and real estate disputes, with a practice centered on business divorce, partnership and member disputes, complex contract litigation, partition actions, and real estate litigation. 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 then. He holds an undergraduate degree from Emory University and a law degree from the University of Miami. Senior Counsel Sundeep Nath, a Northwestern-trained litigator, brings years of business and real estate experience in state and federal courts.

The firm practices as a true legal team, meaning everyone working on your matter knows the file and can respond when you call. A strict 24 hour return call policy applies when we are in court or otherwise unavailable. Our attorneys are experienced in mediation and arbitration as well as courtroom litigation, and the approach is to match tactics to the client’s goals and budget rather than stretching a case out. Many clients start out wanting the most combative lawyer available; in our experience what they usually need is someone who acts as the situation demands and uses finesse when finesse will work.

Trial experience matters in partnership cases because so many of them turn on the exact wording of an agreement and the history between the owners. In May 2024, after a five-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. That result reflects the kind of detailed, document-driven preparation we bring to disputes between co-owners. We also serve as outside general counsel and registered agent for business clients, and a meaningful part of our practice comes from referrals by other attorneys, including out of state lawyers whose clients have Florida disputes.

Situations That Typically Lead to a Partnership Dispute

• Deadlocked Management: Two equal owners, or two blocs of members, cannot agree on a sale, a major expense, or who runs operations, and the company stalls. Florida’s LLC dissolution statute treats an unbreakable deadlock that threatens irreparable injury as a ground for court action.
• Buyouts and Valuation Fights: One owner wants out, or the others want to push someone out, and the disagreement is over what the interest is worth. The operating agreement’s valuation formula, if any, and the statutory fair value standard for corporate buyouts both come into play.
• Missing or Diverted Funds: Unpaid distributions, commingled accounts, personal expenses run through the company, or a manager who cannot account for money. Remedies can include an accounting, breach of fiduciary duty claims, and recovery of the funds.
• Breach of Fiduciary Duty: A partner, manager, or controlling shareholder competes with the company, self-deals, or usurps an opportunity that belonged to the business.
• Minority Owner Freeze-Outs: Majority owners cut a minority member out of information, decisions, and distributions. Records demands and dissolution or buyout remedies are common tools here.
• Family Business Conflicts: Siblings who inherited an interest together, parents and children with different plans, or in-laws who share ownership. These cases call for discretion alongside firm protection of the client’s financial position.
• Shared Real Estate Held Through a Partnership: When co-owners of a property or investment entity cannot agree, the dispute can overlap with a partition action or a title claim.
• Breach of the Operating, Partnership, or Shareholder Agreement: Missed capital contributions, ignored transfer restrictions, or violations of buy-sell and non-compete terms.

What to Do Now if Your Business Relationship Is Breaking Down

Start by collecting the governing documents: the operating agreement, partnership agreement or shareholder agreement, any amendments, the articles or certificate, and any buy-sell agreement. Add the financial record, meaning tax returns, bank and credit card statements, general ledgers, and capital contribution records. If you are a member or shareholder with access rights, request records in writing so there is a dated paper trail. Do not remove or alter company data you are not entitled to take, and do not cut off a co-owner’s access in a way the agreement does not allow; both moves hand the other side an argument.

Deadlines matter more than most owners expect. Florida gives five years to sue on a written contract, which covers most operating and shareholder agreements, and four years for contract claims not founded on a written instrument. Fraud claims run four years from discovery, subject to an outer limit of 12 years. A specific performance action has a one-year period. Because those clocks run from different events, the date a partner first breached an obligation or concealed something can decide what claims remain.

If money is actively leaving the company, talk to counsel before the next transfer clears. Courts can issue temporary and emergency injunctions to freeze assets or stop a transaction while the case proceeds, but those motions depend on prompt, well-documented facts. Palm Beach County cases are filed in the Fifteenth Judicial Circuit, whose circuit court sits in West Palm Beach, with other courthouses serving Palm Beach Gardens, Delray Beach, Royal Palm Beach, and Belle Glade. Claims above the county court threshold, and equitable remedies like dissolution and injunctions, belong in circuit court. Broward County cases fall under the Seventeenth Judicial Circuit, which has a complex business division that handles matters such as dissolution of certain business entities and large business litigation. Federal court in West Palm Beach or Fort Lauderdale may be available where federal jurisdiction exists.

A common mistake is acting out of anger before the options are mapped: firing a partner without checking the agreement’s removal provisions, withholding distributions to force a negotiation, or signing a quick buyout that leaves liabilities unresolved. Another is waiting until the company’s cash is gone. Many disputes can be settled through negotiation, mediation, or arbitration, and a lawyer who has tried these cases can negotiate from a more credible position.

Partition and Title Issues That Travel With Partnership Disputes

When a business relationship ends, shared real estate often remains. Florida’s partition statutes allow a co-owner to ask the court to divide property or, if division would prejudice the owners, to order a sale at public auction with the proceeds split in proportion to ownership. These actions are heard in equity. The court appoints three commissioners, chosen by the court unless the parties agree, to evaluate whether the land can be divided fairly. A complaint must describe the land, identify the owners and where they live, and state each owner’s share.

If the property came down through family, a separate framework may apply. Florida’s heirs property provisions govern partition of property held as tenants in common where title came from a relative and further conditions are met, such as relatives holding twenty percent or more of the interests. Partition in kind under those rules requires the court to be satisfied that the commissioners considered the statutory factors and found that dividing the land would prejudice the cotenants as a group.

Where ownership itself is contested, a quiet title action asks the court to determine who holds title and to remove a cloud created by a competing claim. A plaintiff generally must trace title back at least seven years before filing unless the court orders otherwise, and the action can be brought in any county where part of the land lies. Our firm handles both partition and quiet title matters alongside the underlying business dispute.

Answers to Common Questions About Partnership Disputes in Palm Beach County

What counts as a partnership dispute?

It is any conflict among co-owners of a business over control, money, duties, or the future of the company. That includes general partners, LLC members, and shareholders in closely held corporations.

Can I force a partner out of an LLC?

It depends on your operating agreement and the partner’s conduct. Many agreements contain buyout, expulsion, or dissociation provisions, and Florida’s statute allows court remedies when members engage in serious misconduct or the company can no longer function. An attorney can review the agreement to see which routes are open.

What can I do if my partner is taking company money?

You may have claims for an accounting, breach of fiduciary duty, conversion, and recovery of the funds. Where assets are at risk of being moved or spent, a court can issue injunctive relief while the case is pending.

How long do I have to sue a business partner?

For a claim based on a written agreement, Florida allows five years. Claims not based on a written instrument get four years, and fraud claims run four years from discovery with a 12-year outer limit. Which period applies depends on the claim, so identify each one early.

What is a business divorce?

It is the separation of co-owners of a company. It can end through a negotiated buyout, a sale of the business, a structured wind-down, or a court-ordered dissolution when the owners cannot agree.

Does every partnership dispute go to court?

No. Many resolve through negotiation, mediation, or arbitration, and some agreements require one of those steps first. Litigation is the fallback when the other side will not deal fairly or when emergency relief is needed.

What happens if our agreement has a deadlock sale provision?

If one owner starts the contractual deadlock sale before a court finds that deadlock grounds exist, that provision can take the place of a judicial dissolution or court-ordered buyout, as long as it is then completed. Reading the exact trigger and timing language is critical before filing anything.

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

Yes. After a showing of sufficient merit in a dissolution case, the court may appoint a receiver or custodian, but only after a hearing with notice to the parties and any interested person the court designates.

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

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

Is a corporate shareholder buyout different from an LLC buyout?

The mechanics differ. In a shareholder-initiated corporate dissolution case, the corporation or other shareholders can elect to buy the petitioner’s shares at fair value, with a 60-day window to agree on terms before the court acts. LLC cases rely on the operating agreement and the court’s authority to order a purchase of a petitioning member’s interest.

Will a partnership dispute also affect jointly owned property?

It can. Former partners often co-own real estate, and a partition action or title claim may be needed alongside the business case. Handling both together avoids inconsistent positions.

Do you work with other attorneys on referred cases?

Yes. A significant part of our work comes from referrals by other lawyers, and we keep referring counsel informed throughout the matter while respecting their relationship with the client.

Representing Partnership Dispute Clients Across Palm Beach County and South Florida

Our work for Palm Beach County owners reaches from Boca Raton, Delray Beach, and Boynton Beach through Lake Worth, Lantana, and Greenacres, and north into West Palm Beach, Palm Beach, Royal Palm Beach, Wellington, and Jupiter. We also serve owners in Palm Beach Gardens, North Palm Beach, Riviera Beach, and the western communities including Belle Glade. Because many of these disputes involve entities with members in several places, we regularly coordinate with clients who live elsewhere.

The firm’s reach continues into neighboring Broward County, including Fort Lauderdale, Deerfield Beach, Pompano Beach, Coral Springs, Plantation, and Hollywood, and throughout South Florida. We also represent clients in New York, New Jersey, and Connecticut with business or real estate interests in the region.

Talk With a Palm Beach County Partnership Dispute Lawyer

If a co-owner has stopped dealing straight with you, or you are weighing a buyout, dissolution, or emergency relief, a conversation early on can narrow the options and protect time-sensitive claims. The Andrew M. Schwartz Legal Team brings decades of South Florida business litigation experience to each case. Call to schedule a consultation with a Palm Beach County partnership dispute lawyer who will review your agreement, explain where you stand, and recommend a path that fits your goals and budget.