Palm Beach Gardens Business Divorce Attorney

A Palm Beach Gardens business divorce attorney is often hired by someone who still owns half of a company they can no longer walk into. The separation between co-owners is rarely a single event; it is a stretch of months in which money is unaccounted for, decisions are blocked, and each side holds a different reading of the same operating agreement. The Andrew M. Schwartz Legal Team handles partnership disputes, LLC member disputes, shareholder conflicts, and corporate dissolution for owners and investors in Palm Beach Gardens and across Palm Beach County and Broward County.

What makes these cases different from ordinary commercial lawsuits is that the company itself is both the prize and the casualty. Florida law gives owners several distinct exits: a negotiated buyout, a court-supervised purchase of one side’s interest, a judicial dissolution, or a sale triggered by a deadlock clause the owners wrote years ago. Which exit is realistic depends on the entity type, what the governing documents say, and what the other owner has been doing with company money and authority.

How Florida Courts Dissolve Deadlocked or Abused Companies

For limited liability companies, Chapter 605 sets out when a circuit court will dissolve the company at the request of a manager or member. The grounds are specific: the company’s activities are being conducted unlawfully; it is no longer reasonably practicable to operate in line with the articles and operating agreement; those in control have acted or are expected to act illegally or fraudulently; company assets are being misappropriated or wasted to the company’s injury; or the managers or members are deadlocked, cannot break the deadlock, and the company faces irreparable injury. A petitioner has to fit the facts into one of these categories, which is why the early work is often building a record rather than filing a complaint.

Once a dissolution proceeding is underway, the court is not limited to the all-or-nothing choice of dissolving or leaving things alone. On a showing of sufficient merit, it can appoint a receiver or custodian after a hearing with notice to the parties, or order a purchase of the petitioning member’s interest. One wrinkle matters a great deal: if the operating agreement contains a deadlock sale provision and someone starts that process before the court finds that deadlock grounds exist, the contractual mechanism governs instead of a judicial dissolution order or a court-ordered purchase, so long as it is actually carried through. Owners who sign operating agreements without reading the buy-sell language often discover this only when it is used against them.

Corporations follow a parallel track under Chapter 607. A shareholder can petition for judicial dissolution on statutory grounds, and the statute builds in an off-ramp. Within 30 days after a dissolution proceeding is commenced, the corporation must notify the other shareholders that they can avoid dissolution by electing to buy the petitioner’s shares at fair value. If the corporation does not elect, one or more shareholders can. When the parties agree on fair value and terms within 60 days of the first election, 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. During the case, the court can issue injunctions, appoint a receiver or custodian, and take other steps to preserve corporate assets. Filing for dissolution on certain grounds, or electing to purchase, does not cut off a shareholder’s right to start a deadlock sale under a qualifying shareholder agreement.

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

The Andrew M. Schwartz Legal Team represents business owners, investors, and families in South Florida’s most difficult business and real estate disputes, serving Palm Beach Gardens, West Palm Beach, Boca Raton, Fort Lauderdale, and the surrounding counties. Andrew M. Schwartz, Founder, has spent 37 years in litigation and has practiced in Florida since being admitted to The Florida Bar in 1989. He earned his undergraduate degree at Emory University in 1986 and his law degree at the University of Miami in 1989. His career has centered on complex contract disputes, business divorces, and conflicts between 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, meaning everyone working on a matter knows the file, and clients are covered by a strict 24 hour return call policy when attorneys are in court. The attorneys are experienced in mediation and arbitration as well as courtroom litigation, and they look for the resolution that fits the client’s goals and budget rather than prolonging a case for its own sake.

The firm’s trial record includes a recent Broward County Circuit Court final judgment, issued after a 5-day bench trial, awarding the firm’s client specific performance of a commercial real estate contract in a detailed 32-page ruling. That outcome reflects the kind of document-driven, record-heavy work business divorces demand, where the result turns on exact contract wording and the history between the parties. A significant part of the firm’s practice also comes from referrals by other attorneys, and the firm regularly handles local court appearances for owners who live outside Florida.

Situations That Lead Co-Owners to Seek a Business Divorce

• Deadlocked Management: Two 50/50 owners, or a board split evenly, cannot approve a budget, a sale, a hire, or a lease renewal. Florida’s LLC and corporate statutes treat deadlock combined with threatened irreparable injury as a ground for judicial dissolution.
• Buyout and Valuation Disputes: One owner wants out, or wants the other out, and the two sides cannot agree on what the interest is worth. Corporate buyout elections are made at fair value, and the fight is usually over the valuation method and discounts.
• Breach of Operating or Shareholder Agreements: An owner ignores a consent requirement, a non-compete, a transfer restriction, or a capital call provision. These cases turn on the precise text of the agreement.
• Breach of Fiduciary Duty: A manager or controlling owner self-deals, diverts opportunities, or favors a related company at the expense of the other owners, including minority members who have no vote to stop it.
• Missing or Diverted Company Funds: Unpaid distributions, commingled accounts, disputed capital contributions, or a partner who cannot account for money. Remedies include an accounting, recovery of funds, and emergency relief to freeze assets.
• Minority Owner Squeeze-Outs: A majority owner cuts off distributions, removes the minority from management, or pays inflated salaries to drain profits, leaving the minority holder with an interest that returns nothing.
• Family and Friend-Run Businesses: Siblings who inherited a company, parents and children with different plans, or spouses and in-laws sharing ownership, where control and compensation questions are tangled up with family relationships.
• Co-Owned Real Estate Tied to the Business: Property held jointly by former partners can be divided or sold through a partition action, which may run alongside the business dispute.

What to Do First When a Partnership Is Coming Apart

Start with the documents. Gather the articles of organization or incorporation, the operating agreement or shareholder agreement, any buy-sell or deadlock sale provisions, amendments, and the company’s tax returns and financial statements. Pull bank statements, capital contribution records, and the emails or texts in which the other owner made commitments or admitted to taking money. Do this before the relationship turns openly hostile, because access to accounting systems and shared drives tends to disappear once lawyers are mentioned.

Next, read the governing agreement for the exit mechanisms it already contains. A deadlock sale clause, a mandatory mediation or arbitration requirement, or a notice-and-cure provision can change the path entirely, and as noted above, a contractual deadlock sale started at the right moment can displace a court-ordered remedy. Do not trigger any of these provisions, and do not sign a standstill or resignation document, before an attorney has read them.

Watch the clock. Florida sets different limitations periods depending on the claim: five years for an action founded on a written instrument such as an operating agreement, four years for contract claims not based on a written instrument and for rescission, and four years from discovery for fraud, subject to an outer limit of 12 years. A claim for specific performance has a one-year period, and a professional malpractice claim against, for example, an accountant or lawyer who advised the company has a two-year period running from discovery. Claims accruing after March 24, 2023 are also subject to the revised negligence period of two years. Sorting out which clock applies to which claim is early work, not an afterthought.

Where the dispute needs a court, circuit civil cases in Palm Beach County are heard in the Fifteenth Judicial Circuit, which sits in and for Palm Beach County; the county’s circuit civil court operates from the main courthouse in West Palm Beach, and a branch courthouse in Palm Beach Gardens serves the north county. Disputes across the county line are heard in the Seventeenth Judicial Circuit in and for Broward County, which has a complex business division that handles matters including dissolution of certain business entities and large business litigation. Federal cases fall to the Southern District of Florida, which holds court in West Palm Beach and Fort Lauderdale. If money is actively leaving the company, raise it immediately: a court can issue injunctions, appoint a custodian or receiver, and take steps to preserve assets while the case is pending.

The most common mistakes are self-help ones: locking a partner out of the premises, changing passwords on shared accounts, moving company funds into a personal account “for safekeeping,” or negotiating informally without any written terms. Each can hand the other side a counterclaim and weaken a petition for dissolution or an accounting.

Partition and Title Problems That Come With Co-Owned Property

Many business divorces involve real estate held by the same people: an office condo, a warehouse, or an investment property held as tenants in common. Florida’s Chapter 64 handles partition in chancery. The complaint must describe the land, name the owners and their residences, and state each owner’s share. If the court orders partition, it appoints three commissioners, chosen by the parties if they agree, to determine whether the land can be divided fairly. When the commissioners report that division would prejudice the owners, the court may order a sale at public auction with proceeds split in proportion to ownership. A sale on credit is possible for good cause, but at least one-third of the price must be paid down unless everyone consents otherwise.

Inherited property gets different treatment. Under the Uniform Partition of Heirs Property Act, which applies to partition actions filed on or after July 1, 2020, property held in tenancy in common with relatives (for example, where 20 percent or more of the interests are held by cotenants who are relatives) can be classified as heirs property, and the court must then partition under that part of the statute unless all cotenants agree otherwise. Partition in kind is not ordered unless commissioners have weighed the statutory factors and found that dividing the property would prejudice the owners as a group. When competing ownership claims cloud title, a quiet title action under Chapter 65 lets a court determine ownership, and a plaintiff generally must trace title back at least seven years before filing unless the court orders otherwise.

Palm Beach Gardens Business Divorce: Frequently Asked Questions

What 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 conduct involved. Many agreements contain buyout, expulsion, or dissociation provisions, and Florida law provides court remedies when a member’s conduct or a deadlock makes it impracticable to continue. An attorney needs to read the agreement before you take any step.

What can I do if a partner is taking money from the company?

You may have claims for breach of fiduciary duty, an accounting, conversion, and recovery of the funds. Misappropriation or waste of assets that injures the company is also a statutory ground for LLC dissolution, and a court can grant injunctive relief or appoint a custodian to stop assets from being moved while the case proceeds.

Will my case have to go to trial?

Not necessarily. Many business divorces resolve through negotiation, mediation, or arbitration, and the corporate statute itself encourages agreed buyouts by giving the parties 60 days after an election to purchase to agree on fair value and terms.

How is a minority owner protected in a closely held company?

A minority owner can bring claims for breach of fiduciary duty and for breach of the agreements, seek an accounting, and in some situations petition for dissolution or force a buyout of their shares at fair value. Being outvoted does not mean being without remedies.

What does a deadlock sale provision do?

It is a contractual exit, often a buy-sell mechanism, written into an operating or shareholder agreement. For LLCs, if the provision is initiated before the court finds deadlock grounds, it can take the place of a judicial dissolution or court-ordered purchase, provided it is actually carried out.

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

An action founded on a written instrument has a five-year period in Florida. Oral or implied contract claims have four years, and fraud claims run four years from discovery with a 12-year outer limit. Other claims, such as specific performance, have much shorter periods, so each claim needs its own analysis.

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

Yes. In an LLC dissolution proceeding, on a showing of sufficient merit, the court may appoint a receiver or custodian after notifying the parties and holding a hearing. In a corporate proceeding, the court may appoint a receiver or custodian and even carry on the business until a full hearing.

Does filing for dissolution stop my partner from using a buy-sell clause?

Not necessarily. In corporate cases, filing a dissolution action on certain grounds, or electing to purchase, does not take away a shareholder’s right to start an available deadlock sale under a compliant shareholder agreement. The timing and drafting of both sides’ moves matters.

I live in New York or New Jersey but own part of a South Florida company. 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, handles the local court appearances, and keeps them informed so they do not have to travel for every hearing.

Do you work with other attorneys on referred matters?

Yes. A significant part of the firm’s practice comes from referrals by other lawyers, including out-of-state attorneys whose clients have Florida disputes. The firm communicates with referring counsel throughout and respects the referring attorney’s relationship with the client.

What if the partner who is the problem is also a family member?

The legal analysis is the same, but the handling is different. These cases call for discretion and a realistic view of what each side can live with, while still protecting the client’s financial interests at every step.

Serving Business Divorce Clients Across Palm Beach Gardens and South Florida

It also serves owners in West Palm Beach, Royal Palm Beach, Wellington, Lake Worth Beach, Lantana, Boynton Beach, Delray Beach, and Boca Raton, handling matters in the Fifteenth Judicial Circuit and in federal court in West Palm Beach.

The same work extends south into Broward County, including Fort Lauderdale, Deerfield Beach, Pompano Beach, Coral Springs, Parkland, Plantation, and Hollywood, where cases may be heard in the Seventeenth Judicial Circuit. The firm also represents clients from New York, New Jersey, and Connecticut whose partners, companies, or co-owned real estate are located in South Florida.

Talk to a Palm Beach Gardens Business Divorce Lawyer

When co-owners can no longer agree on money, control, or the future of a company or property, the choices made in the first weeks often shape the whole case. A Palm Beach Gardens business divorce lawyer at the Andrew M. Schwartz Legal Team can review your governing documents, identify which Florida remedies actually fit your facts, and tell you candidly whether the better path is a buyout, a negotiated separation, or litigation. Call to schedule a consultation and bring your operating or shareholder agreement with you.