Palm Beach Gardens Partnership Dispute Attorney

Most partnership fights that reach a Palm Beach County courtroom are heard in the Fifteenth Judicial Circuit, which sits in and for the county, and there is even a North County courthouse in Palm Beach Gardens itself. Where a case is filed matters less than what is in the paper trail: the operating agreement, the capital account records, the bank statements and the emails that show who agreed to what. The Andrew M. Schwartz Legal Team handles business and real estate litigation for owners in Palm Beach Gardens and across Palm Beach County and Broward County, and a Palm Beach Gardens partnership dispute attorney is often brought in the moment a co-owner stops answering questions about the money.

Disputes between owners tend to follow a pattern. One partner controls the books and another stops seeing them. Distributions slow down for one side but not the other. A manager starts steering opportunities to a separate company. Two 50 percent owners cannot agree on whether to sell, and neither can act without the other. Each of these problems has a different legal route, and choosing the wrong one early can cost a client leverage.

The sections below explain the claims available to LLC members, shareholders and partners, how courts handle deadlock and dissolution, what you should do in the first days of a dispute, and what deadlines apply to your claims.

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

The Andrew M. Schwartz Legal Team represents business owners, investors and families in South Florida’s difficult business and real estate disputes, serving clients in Palm Beach Gardens, West Palm Beach, Boca Raton, Fort Lauderdale and throughout Palm Beach County and Broward County. 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 between 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. That range matters in partnership work, because a dispute can start in state circuit court and later raise issues that belong in federal court. The firm practices as a true legal team, so everyone working on your matter knows the file. When you call, someone answers, and the firm keeps a strict 24 hour return call policy when attorneys are in court.

The firm also has trial results to point to. After a 5-day bench trial in Broward County, the Circuit Court issued a 32-page final judgment awarding the firm’s client specific performance of a commercial real estate contract. Cases that end in a written judgment that detailed reflect the preparation the firm puts into contract-heavy disputes, where the outcome often turns on exact wording and the history between the parties.

Mr. Schwartz’s own view is that clients often arrive wanting the most aggressive lawyer available, when what they need is a lawyer who acts as the situation requires and uses finesse when finesse will do. The firm is experienced in mediation and arbitration as well as courtroom litigation, and it looks for the resolution that fits the client’s goals and budget rather than stretching a case out for its own sake. A meaningful share of the firm’s work also comes from referrals by other attorneys, and the firm regularly represents clients from New York, New Jersey and Connecticut who own a piece of a South Florida business or property.

Types of Partnership and Owner Disputes We Handle

• Deadlocked Management: Two equal owners, or a board split down the middle, cannot approve a sale, a hire, a loan or a distribution. Florida’s LLC statute treats an unbreakable deadlock that threatens irreparable injury to the company as a ground for judicial dissolution.
• Breach of Fiduciary Duty: A manager, controlling member or majority shareholder uses the company for personal gain, competes with it, or hides material information from the other owners.
• Missing or Diverted Funds: Unpaid distributions, commingled accounts, personal expenses run through the company and partners who cannot account for where the money went. Remedies include an accounting and recovery of the funds.
• Buyouts and Valuation Fights: One owner wants out, or wants the other out, and the two sides are far apart on price. Operating agreements, shareholder agreements and Florida’s statutory buyout procedures all shape how value is determined.
• Breach of an Operating or Shareholder Agreement: Missed capital calls, ignored transfer restrictions, improper expulsion of a member, or violations of voting and approval requirements.
• Minority Owner Oppression: A minority member or shareholder is frozen out of decisions, denied records, or squeezed through dilution or withheld distributions.
• Family Business Disputes: Siblings who inherited a company together, parents and children with different plans, or spouses and in-laws sharing ownership, where control, pay and succession are in conflict.
• Co-Owned Real Estate Between Partners: Former business partners who hold property together and cannot agree on keeping, selling or dividing it, which may lead to a partition action or a title dispute.

What to Do in the First Days of an Owner Dispute

Start by securing information you are already entitled to see. Pull your operating agreement, shareholder agreement or partnership agreement, along with any amendments, and gather tax returns, financial statements, bank records, capital contribution records and the emails or texts that show how decisions were actually made. Do this before tensions rise further, because access to company systems can disappear quickly once a relationship breaks down.

Read your agreement for the clauses that control the next move. Many agreements contain buyout formulas, deadlock sale mechanisms, mandatory mediation or arbitration provisions, and notice requirements. Florida law recognizes a deadlock sale provision in an LLC operating agreement that is initiated before a court finds grounds for dissolution, and a similar rule exists for corporations whose shareholder agreements comply with the statute. Starting a lawsuit without checking these clauses can waive a right or trigger a fight over where the case belongs.

Be careful about self-help. Moving money, changing locks, cutting off a partner’s email or taking client files may feel protective, but those steps often become the other side’s best evidence of misconduct. If you suspect assets are being moved or spent, speak with a lawyer about emergency relief rather than acting on your own. Courts can issue temporary injunctions, and in dissolution proceedings they can appoint a receiver or custodian after notice and a hearing.

Where you file depends on the entity, the defendants and the amount at stake. Palm Beach County cases are heard in the Fifteenth Judicial Circuit, which has a North County courthouse in Palm Beach Gardens along with the main courthouse in West Palm Beach. A dispute over $50,000 or less may be heard in county court, while larger claims and equitable matters such as dissolution and injunctions belong in circuit court. If the other owners or the company are in Broward County, the Seventeenth Judicial Circuit may be the proper forum, and it has a complex business division for matters such as dissolutions of certain business entities and large business litigation. Federal court in the Southern District of Florida, which sits in West Palm Beach and Fort Lauderdale among other places, can come into play when the parties are from different states and the legal requirements for federal jurisdiction are met.

Finally, watch the clock. A claim on a written agreement generally must be filed within five years, while an oral or implied contract claim has four. Fraud claims run four years from discovery with an outer limit of 12 years. A claim seeking specific performance of a contract has a one-year period, and a professional malpractice claim, such as one against an accountant, has two years from when it was or should have been discovered. Because these periods differ by claim, a partnership dispute that includes several theories may have several different deadlines running at once.

How Florida Courts Handle Dissolution, Buyouts and Receivers

For LLCs, Florida allows a manager or member to ask a circuit court for judicial dissolution on specific grounds: the company’s affairs are being conducted unlawfully; it is not reasonably practicable to carry on the business in line with the articles and operating agreement; controlling managers or members have acted or are expected to act illegally or fraudulently; assets are being misappropriated or wasted, causing injury; or the owners are deadlocked, cannot break the deadlock, and irreparable injury to the company is threatened or occurring. Once a petition shows sufficient merit, the court can appoint a receiver or custodian, or order a purchase of the petitioner’s interest rather than dissolving the company.

Corporations follow a parallel path. A shareholder can ask a circuit court to dissolve the company or order another remedy on statutory grounds, including when the corporation has abandoned its business and failed to liquidate within a reasonable time. Within 30 days after a shareholder files a petition on certain grounds, the corporation must notify the other shareholders that they can avoid dissolution by electing to purchase the petitioner’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. An election to purchase is irrevocable unless the court finds it equitable to set it aside or modify it. During the case, the court may issue injunctions, appoint a receiver or custodian and take other steps to preserve assets.

This statutory structure shapes strategy. A dissolution filing can be a path to a buyout rather than the end of the business, and the threat of a court-supervised wind-down often pushes parties toward a negotiated separation. A Palm Beach Gardens business partnership lawyer will weigh whether your goal is to keep the company, exit with fair value, or stop ongoing harm, and then choose between negotiation, mediation, arbitration or litigation accordingly.

Real estate adds another layer. When former partners co-own property, Florida’s partition statute lets an owner ask the court to divide the property or, when division would prejudice the owners, order it sold at public auction with proceeds shared by interest. The court appoints three commissioners to evaluate whether partition in kind is workable. Where the property was inherited from relatives, a separate heirs property act applies and changes how a sale can be forced. Title disputes and competing ownership claims can be brought as quiet title actions, in any county where part of the land lies.

Questions Owners Ask About Partnership Disputes

What counts as a partnership dispute versus a business divorce?

The terms overlap. A partnership dispute is any serious conflict among co-owners. A business divorce is the separation of those owners, whether through a buyout, a sale of the company, a wind-down or court-ordered dissolution.

Can a court force the sale or dissolution of my LLC?

A circuit court can dissolve an LLC on grounds such as unbreakable deadlock with irreparable injury, misappropriation of assets, or unlawful conduct by controlling owners. A court can also order a buyout of the petitioning member instead.

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

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

Does my operating agreement control how the dispute is resolved?

Often it controls a great deal. It may require mediation or arbitration, set a buyout formula, or include a deadlock sale provision. A Florida court generally gives effect to a properly initiated deadlock sale clause rather than ordering dissolution.

How long do I have to file a claim against a partner?

It depends on the claim. Written contract claims have five years, oral or implied contract claims four, and fraud four years from discovery with a 12-year cap. Specific performance claims have one year, and professional malpractice claims two. An attorney should map each claim to its deadline early.

Do I have to go to court to resolve a dispute with my co-owners?

No. Many disputes resolve through negotiation, mediation or arbitration, and some agreements require those routes first. Litigation becomes necessary when a partner will not negotiate, when assets are at risk, or when no contractual path exists.

Which court would hear my case, state or federal?

Most partnership disputes between Florida owners are heard in state circuit court. Palm Beach County is in the Fifteenth Judicial Circuit and Broward County in the Seventeenth. Federal court may apply when owners are from different states and the federal jurisdictional requirements are satisfied.

What if my partner and I are family?

The same legal rights apply, but the approach changes. Family disputes call for discretion and often benefit from mediation, while still requiring protection of your financial position, especially around control, pay and succession.

Can I recover money if I was a minority owner who was frozen out?

Possibly. Claims can include breach of fiduciary duty, breach of the governing agreement, an accounting, and in some cases a court-ordered buyout of your interest at fair value. The remedy depends on the entity type and the facts.

I live in New York or New Jersey but my partner is in Palm Beach County. Can you help?

Yes. The firm regularly represents clients from New York, New Jersey and Connecticut with business or real estate interests in South Florida, handling local court appearances and keeping clients informed so they do not need to travel for every hearing.

Is it worth hiring a lawyer before the dispute becomes a lawsuit?

Often yes. Early advice on your agreement, your records and your options can preserve claims, avoid mistakes like self-help, and sometimes lead to a negotiated resolution before litigation costs build. The firm’s general counsel program is aimed at the same goal for ongoing business clients.

Serving Partnership Dispute Clients Across Palm Beach and Broward Counties

The Andrew M. Schwartz Legal Team represents owners in Palm Beach Gardens and neighboring communities across northern Palm Beach County, including Juno Beach, Jupiter, Tequesta, North Palm Beach, Lake Park, Riviera Beach and Palm Beach Shores. Clients also come to us from West Palm Beach, Royal Palm Beach, Wellington, Lake Worth Beach, Boynton Beach, Delray Beach, Highland Beach and Boca Raton, along with the western communities of Belle Glade and Loxahatchee.

In Broward County, the firm serves business owners and investors in Fort Lauderdale, Deerfield Beach, Pompano Beach, Coral Springs, Plantation, Hollywood and the surrounding area. Whether your company operates from a professional office near PGA Boulevard, a retail center in Jupiter, or a commercial property in Broward, the firm handles the dispute and the court appearances, including for owners who live out of state.

Talk With a Palm Beach Gardens Business Partnership Attorney

When co-owners stop agreeing, the longer the dispute runs without a plan, the more it tends to cost in money, time and the value of the company itself. A Palm Beach Gardens business partnership attorney can review your agreement, your records and your options, and tell you whether the path forward is negotiation, a buyout, mediation, arbitration or a filing in court.

Call the Andrew M. Schwartz Legal Team to schedule a consultation about your partnership dispute. The team will review what is at stake and explain the options available to you.