Boca Raton Business Litigation Attorneys > Palm Beach Gardens General Counsel

Palm Beach Gardens General Counsel

The Andrew M. Schwartz Legal Team works with business owners, investors, and family-run companies in Palm Beach Gardens and across Palm Beach County, handling business and real estate litigation, transactions, and the ongoing legal work that keeps a company out of court in the first place. For companies that want a lawyer available on a regular basis, our firm acts as Palm Beach Gardens general counsel, serving as the outside legal department for owners who do not need or cannot justify a full-time in-house attorney.

What separates a general counsel relationship from hiring a lawyer after something goes wrong is timing. Most of the disputes that end up in the Fifteenth Judicial Circuit started as a handshake deal, an operating agreement nobody revisited, or a lease signed without anyone reading the default provisions. A lawyer who already knows your company, your co-owners, and your contracts can catch those problems while they are still inexpensive to fix. And because our attorneys also try these cases, the advice you get on a contract draft comes from people who know how that language will be read by a judge when the relationship has soured.

Palm Beach Gardens has a business community built around professional services, medical practices, construction and development, hospitality, and a growing number of family-owned companies and investment holdings. Many of those businesses have two or three owners, an operating agreement written years ago, and real estate held in a separate entity. That combination is where general counsel work pays for itself, and where a lack of it tends to cost the most.

What an Outside General Counsel Actually Does for a Palm Beach Gardens Business

Through our general counsel program, the firm takes on the legal questions that arise in the ordinary course of running a company. That means reviewing and negotiating vendor, customer, and employment-related contracts before you sign them, answering compliance and operational questions as they come up, and helping owners structure decisions so they do not create liability later. The firm can also serve as the company’s registered agent, which means legal notices and service of process reach a lawyer who understands what they are rather than sitting in a drawer.

The practical value is access. A business owner with a question about a termination clause, a landlord’s demand letter, or a co-owner’s request to take a distribution can call someone who already has the file. Our attorneys work as a team on each matter, so the person who answers has context, and we maintain a strict 24 hour return call policy when we are in court or otherwise unavailable.

General counsel work is also where the firm’s litigation background changes the quality of the advice. We draft and review agreements with the understanding that these cases often turn on the precise wording of the contract and the history of how the parties dealt with each other. A buy-sell provision, a deadlock mechanism, or a notice requirement that looks routine on the page can decide who controls a company when the owners stop agreeing. We write and negotiate those provisions with that outcome in mind.

Why Choose the Andrew M. Schwartz Legal Team as Your Outside General Counsel

The Andrew M. Founder Andrew M. Schwartz was admitted to The Florida Bar in 1989 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. Senior Counsel Sundeep Nath, a Northwestern-trained litigator, brings years of experience in business and real estate cases in both state and federal courts. We serve clients in Palm Beach Gardens, West Palm Beach, Boca Raton, Fort Lauderdale, and throughout Palm Beach County and Broward County.

Having a litigator as general counsel matters because the work you do before a dispute shapes the dispute if one comes. In November 2024 the firm announced a result after a five-day bench trial in Broward County Circuit Court, where the court issued a 32-page final judgment awarding our client specific performance of a commercial real estate contract. That outcome depended on the exact terms of the agreement and the parties’ conduct, which is the same attention to detail we bring to drafting in the first place.

The firm practices as a true legal team, so everyone working on your matter knows the file. Our attorneys are experienced in mediation and arbitration as well as courtroom litigation, and we look for the resolution that serves the client’s goals and budget rather than prolonging a case for its own sake. Andrew Schwartz’s view, which shapes how we advise general counsel clients, is that most people want a lawyer who acts as the situation requires and uses finesse when finesse will do. A significant part of our practice also comes from referrals by other attorneys, which reflects how we communicate and how we treat the client relationship.

Issues a General Counsel Relationship Is Built to Handle

Operating Agreements and Shareholder Agreements: Many Palm Beach Gardens companies run on an operating agreement drafted at formation and never updated. A general counsel reviews buyout terms, transfer restrictions, management authority, and deadlock procedures so they match how the business actually operates today.
Commercial Leases: Retail, office, and medical space leases carry default, notice, and personal guaranty provisions that matter enormously if business slows. Reviewing them before signing is far cheaper than defending a landlord’s suit afterward.
Vendor, Customer, and Construction Contracts: Payment terms, indemnity, termination rights, and dispute resolution clauses determine your leverage. Florida’s limitations period for a claim on a written contract is five years, while an oral or implied contract claim has four, so how an agreement is documented affects how long you have to enforce it.
Co-Owner Disagreements: When partners differ about compensation, capital contributions, or direction, early legal guidance can produce a negotiated adjustment or buyout before the relationship reaches the point of a judicial dissolution petition.
Family Business Governance: Siblings, parents and children, and in-laws who share ownership need clear rules on control, compensation, and succession. Putting them in writing while everyone is still cooperative protects both the company and the family.
Real Estate Held Through Entities: Investment property owned by an LLC with several members raises questions about authority to sell, how title is held, and what happens if one owner wants out. Those questions can end in partition or quiet title litigation if they are not addressed early.
Demand Letters and Pre-Suit Disputes: A well-timed response to a demand, or a firm demand of your own, resolves many disputes without a filing. Our litigators know what a court would require, which makes both responses and demands more credible.
Registered Agent and Compliance Questions: Receiving legal notices at the right place and responding on time is basic protection. Our general counsel program covers registered agent service along with operational compliance questions.

Setting Up Legal Support Before a Problem Forces the Issue

The best time to engage general counsel is before a dispute, but many owners come to us with a problem already developing. If that describes your situation, start by gathering the documents that define the business: the operating agreement or shareholder agreement, articles of organization or incorporation, any buy-sell agreement, recent financial statements, significant contracts, leases, and correspondence with your co-owners about the issue. A lawyer reviewing those materials can usually tell quickly whether you have a drafting problem, a conduct problem, or both.

Pay attention to deadlines, because they run from the events that gave rise to a claim and not from when you decide to act. A claim on a written instrument generally must be brought within five years, an oral or implied contract claim within four, and a fraud claim within four years of discovery, subject to an outer limit of twelve years. A suit for specific performance of a contract carries a one-year period, which surprises many people. Those are different clocks for different claims, and the same set of facts can trigger several of them.

If money or property is moving, speak to counsel promptly. When a partner or manager is diverting funds or transferring assets, a court can issue temporary or emergency injunctive relief to preserve them while the case proceeds, and an accounting or breach of fiduciary duty claim may follow. Avoid the common mistakes: do not confront the co-owner with accusations in writing before talking to a lawyer, do not take company funds yourself to even the score, and do not sign anything the other side sends without review.

Cases from Palm Beach Gardens are filed in the Fifteenth Judicial Circuit in and for Palm Beach County. Circuit civil courts hear the larger disputes, while county court handles claims within its lower dollar ceiling, and the North County Courthouse in Palm Beach Gardens is among the Clerk’s locations serving the county, though the main courthouse is in West Palm Beach. If a business has dealings in Broward County, that county sits in the Seventeenth Judicial Circuit, which maintains a complex business division for larger commercial disputes. Federal cases involving Palm Beach or Broward Counties go to the Southern District of Florida, which holds court in West Palm Beach and Fort Lauderdale. A general counsel relationship means you already have a lawyer who knows which forum applies when a problem arises.

When Co-Owners Part Ways: What Florida Law Allows

Because general counsel work so often involves multi-owner businesses, it helps to understand the legal exits that exist when owners cannot continue together. Florida’s LLC statute allows a member or manager to seek judicial dissolution on specific grounds, including that the company’s activities cannot reasonably be carried on in line with the articles and operating agreement, that controlling members have acted or are expected to act illegally or fraudulently, that assets are being misappropriated or wasted, or that managers or members are deadlocked and irreparable injury to the company is threatened or occurring. In those proceedings the court may appoint a receiver or custodian after a hearing, or order a purchase of the petitioning member’s interest.

For corporations, a shareholder can seek dissolution on grounds including that the business has been abandoned and not wound up within a reasonable time. Florida also gives the corporation, or other shareholders, a chance to avoid dissolution by electing to purchase the petitioning shareholder’s shares at fair value. If the parties agree on value and terms within 60 days after the first election is filed, the court enters an order directing the purchase on those terms. The corporation must notify the other shareholders of this right within 30 days after the proceeding begins. During the case, a court can issue injunctions, appoint a custodian, and take other steps to preserve corporate assets.

Many agreements include a contractual deadlock sale provision, and under the statute such a provision, if initiated before the court finds deadlock grounds, generally controls in place of a judicial dissolution order. This is a clear example of why drafting matters. Whether your agreement contains a workable buy-sell or deadlock mechanism may determine whether a separation takes months of litigation or a structured, negotiated process.

Common Questions About Working with Outside General Counsel

What is outside general counsel?

Outside general counsel is a law firm that serves as a company’s ongoing legal advisor without being an employee. You get regular access to a lawyer who knows your business, usually at a cost well below hiring an in-house attorney.

Is general counsel only for large companies?

No. Small and mid-sized businesses often benefit most, because they face real legal questions but cannot justify a salaried lawyer. Closely held companies with two or three owners are among the best candidates.

What does your general counsel program include?

The firm helps with contract, compliance, and operational questions that arise in running a business, and can serve as the company’s registered agent. Because we are litigators, we also advise with an eye toward how a dispute would play out if one developed.

How can general counsel prevent a lawsuit?

By catching problems early: unclear agreements, missed notice requirements, and disagreements among owners that can be resolved by negotiation or an amendment. A lawyer who knows the file can step in before positions harden.

Can you help if my business already has a dispute with a partner?

Yes. Business divorce, partnership and member disputes, and shareholder conflicts are central to our practice. We work toward a negotiated buyout or structured wind-down where possible and litigate when necessary.

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

Five years for an action founded on a written instrument. Oral or implied contract claims have four years, and the 2023 change that cut the negligence period to two years did not alter the five-year written-contract period.

Why does a specific performance claim have such a short deadline?

Florida sets a one-year period for specific performance actions, which is much shorter than the general contract period. If you want a court to compel a counterparty to complete a deal, such as a real estate closing, waiting can cost you that remedy even when a damages claim remains available.

My operating agreement is silent on a deadlock. What happens?

If owners are deadlocked and the company faces irreparable injury, Florida law allows a petition for judicial dissolution, and the court may appoint a receiver or custodian or order a buyout of the petitioning member. A well-drafted deadlock provision usually gives you a faster and more predictable route.

Should my general counsel also be a litigator?

It helps. Contract language is tested in court, and a lawyer who has tried those cases understands which wording holds up and which invites a fight. Our attorneys handle both the drafting and the courtroom work.

Do I need a Florida lawyer if my other owners are in another state?

If the business, property, or dispute is in Florida, yes. We regularly represent clients from New York, New Jersey, and Connecticut with interests in South Florida, handling local court appearances so they do not have to travel for every hearing.

Is it worth hiring general counsel for a small business with one major contract?

Often it is, because a single large contract can define the company’s risk. Having it reviewed and negotiated up front costs far less than defending a breach claim later, and an ongoing relationship means the next question is easier to answer.

Do all business disputes end up in court?

No. Many resolve through negotiation, mediation, or arbitration, and our attorneys have extensive experience with all three. We pursue the path most likely to meet your goals efficiently.

Serving Palm Beach Gardens and Surrounding Business Communities

Our general counsel and business litigation work centers on Palm Beach Gardens and reaches throughout Palm Beach County. From the PGA Boulevard corridor and the neighborhoods around Palm Beach Gardens into Juno Beach, Jupiter, and Tequesta to the north, we represent business owners and investors whose companies are based across the northern part of the county. We also serve clients in North Palm Beach, Palm Beach Shores, Riviera Beach, Lake Park, and Singer Island, along with West Palm Beach, Royal Palm Beach, Wellington, and Lake Worth Beach.

Farther south in Palm Beach County, we work with companies and property owners in Boynton Beach, Delray Beach, Boca Raton, and Highland Beach, and with clients in Greenacres, Palm Springs, and Loxahatchee. Our reach extends into Broward County, including Fort Lauderdale, Pompano Beach, Deerfield Beach, Coral Springs, and Plantation, where many of our clients also hold business or real estate interests. We also serve clients from New York, New Jersey, and Connecticut who own businesses or property in South Florida and need a local lawyer to manage matters here.