Palm Beach LLC Member Dispute Attorney

An LLC member dispute in Palm Beach County usually lands in the Fifteenth Judicial Circuit, which sits in and for the county and handles the circuit civil cases where company-level fights are decided. The Andrew M. Schwartz Legal Team handles business and real estate litigation for owners across Palm Beach County and Broward County, and a Palm Beach LLC member dispute attorney from the firm can tell you early which of your options actually fit the facts of your company.

Most member disputes do not start with a lawsuit. They start with a manager who stops sharing financial statements, a distribution that never arrives, or a vote that ends 50-50 and stays that way for months. The decisions you make in that window matter more than anything you file later: whether you demand records, whether you keep contributing capital, whether you keep signing documents, and whether you try to buy out the other side or force an exit. Each of those choices can strengthen or weaken your position in court.

Florida’s LLC statute gives members real tools, but they are tied to specific grounds and to what your operating agreement says. The agreement often controls first, and the statute fills the gaps. Reading both together is where most of the work begins.

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

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 County, Broward County, Boca Raton, West Palm Beach, and Fort Lauderdale. Andrew M. Schwartz, the firm’s founder, has spent 37 years in litigation and has practiced in Florida courts since his admission to The Florida Bar in 1989. His career has centered on 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.

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 matters when a member dispute has a federal angle or when the other side files in a different forum.

The firm practices as a true legal team, so everyone working on your matter knows the file and can answer when you call. There is a strict 24 hour return call policy when the attorneys are in court. Mr. Schwartz’s view, which he shares with clients, is that most people want a lawyer who acts as the situation requires and uses finesse when finesse will do, and who keeps fees in proportion to what is at stake. The firm is experienced in mediation and arbitration as well as courtroom litigation.

On the trial side, after a five-day bench trial, a Broward County circuit judge issued a 32-page final judgment awarding the firm’s client specific performance of a commercial real estate contract. Dispute work that turns on the exact wording of agreements and the history between the parties is the kind of work the firm does every day. Many clients also come to the firm through referrals from other attorneys, including out of state lawyers whose clients own Florida businesses or property.

Types of Member Disputes We Handle in Palm Beach County

• Deadlock Between Equal Owners: Two 50% members who cannot agree on a major decision can freeze a company. Florida allows a member to seek judicial dissolution when managers or members are deadlocked, cannot break the deadlock, and irreparable injury to the company is threatened or occurring. Some operating agreements contain a buy-sell or shotgun clause that must be used first.
• Minority Member Oppression: A majority holder who shuts a minority member out of management, withholds information, or pays himself while declining distributions can face claims for breach of fiduciary duty and breach of the operating agreement.
• Missing or Diverted Company Funds: Unpaid distributions, commingled accounts, personal expenses run through the company, and managers who cannot account for money support claims for an accounting and recovery of funds. Misappropriation or waste of assets that injures the company is itself a statutory ground for dissolution.
• Buyouts and Valuation Fights: When one member wants out, the dispute often comes down to price. Disagreements over valuation method, discounts, and what the company is really worth drive many of these cases, and a court-ordered buyout of a petitioning member’s interest is one remedy Florida law permits in a dissolution case.
• Breach of the Operating Agreement: Violations of capital call provisions, transfer restrictions, non-compete terms, or voting requirements. These cases turn on the exact wording and on how the members actually behaved over time.
• Expulsion and Dissociation: Many agreements let members vote out a partner for defined misconduct. Whether the process was followed correctly, and whether the expulsion was in good faith, is frequently litigated.
• Family and Friend-Owned Companies: Siblings, spouses, in-laws, and longtime friends who co-own an LLC often have a thin operating agreement or none at all. These disputes need discretion alongside firm protection of financial interests.
• Disputes Tied to Real Estate Holdings: Many Palm Beach LLCs exist to hold property. When members fall out, the fight may include partition or title issues alongside the company claims.

Dissolution, Receivers, and Buyouts Under Florida’s LLC Act

Judicial dissolution is the remedy people mention first, but it is rarely the one they want at the end. Under Florida’s LLC statute, a member or manager can ask the circuit court to dissolve the company on specific grounds: activities conducted unlawfully; it is not reasonably practicable to carry on the business in line with the articles and operating agreement; controlling members or managers have acted, are acting, or are reasonably expected to act illegally or fraudulently; assets are being misappropriated or wasted to the company’s injury; or the members are deadlocked and irreparable injury is threatened or happening.

Filing on those grounds opens other doors. On a showing of sufficient merit, the court can appoint a receiver or custodian to run or protect the company, but only after a hearing with notice to the parties and any interested person the court designates. The court can also order a purchase of the petitioning member’s interest. For a member who wants out at a fair price rather than a liquidation, that buyout path is often the real objective, and dissolution is the leverage that gets there.

One wrinkle deserves attention. If your operating agreement has a deadlock sale provision and it is initiated before the court finds that deadlock grounds exist, that contractual process takes priority over a dissolution order or a statutory buyout, as long as it is then carried through. Whether you start the contractual process or file first can change the outcome, which is why we read the agreement before anything is filed.

Not every Palm Beach business is an LLC. If your company is a corporation, shareholders have a parallel path. A shareholder can petition for dissolution on statutory grounds, and the corporation or the other shareholders can elect to buy the petitioner out at fair value. If the parties agree on value and terms within 60 days of the first election, the court enters an order directing the purchase on those terms. Courts in these cases may also issue injunctions and preserve company assets while the case proceeds.

What to Do Now If You Are in a Dispute With a Co-Member

Start by getting every governing document in one place: the articles of organization, the operating agreement and every amendment, capital contribution records, tax returns, bank statements, and any emails or texts in which members discussed money, voting, or ownership. If you are a member, you generally have a right to company records, so a written request for books and financials often comes before any lawsuit. Keep copies somewhere the other members cannot delete them.

Be careful about what you do in the meantime. Do not move company money to protect it, do not sign new agreements or amendments under pressure, and do not stop performing obligations the operating agreement places on you without advice. Self-help is how a strong claim becomes a counterclaim. If funds are actively disappearing, tell us immediately, because a court can order injunctive relief to stop assets from being moved or spent while the case is pending.

Pay attention to deadlines. A claim founded on a written instrument, such as an operating agreement, generally has a five-year limitations period in Florida. A contract claim that is not based on a written instrument has four years. A fraud claim runs four years from discovery, subject to an outer limit of 12 years. Those clocks can start earlier than people expect, so do not wait for a dispute to feel serious enough to act.

On where the case will be heard: LLC dissolution, receivership, and larger damages claims belong in circuit court. In Palm Beach County that is the Fifteenth Judicial Circuit, whose circuit civil division sits at the main courthouse in West Palm Beach, with other courthouses serving the north, south, and western parts of the county. If the other member is in Broward, a case may be filed in the Seventeenth Judicial Circuit, which has a complex business division for matters such as dissolution of certain business entities and large business litigation. Some disputes can also reach the U.S. District Court for the Southern District of Florida, which holds court in West Palm Beach and Fort Lauderdale. Choosing the right forum is part of strategy, and operating agreements sometimes dictate it through venue or arbitration clauses.

Finally, think about what you actually want. Some clients want to stay in and take control. Others want a clean exit at a fair number. Others want money returned. The answer shapes whether we send a demand letter, propose mediation, seek emergency relief, or file for dissolution.

Common Questions About LLC Member Disputes in Palm Beach

Can I force another member out of my Florida LLC?

It depends on the operating agreement and on what the other member did. Many agreements contain expulsion, buyout, or dissociation provisions with specific procedures. Where the agreement is silent, Florida law offers remedies for serious misconduct or when the company can no longer function, but a court generally will not simply remove a member because the relationship soured.

What counts as a deadlock?

Deadlock means the managers or members cannot agree and cannot break the stalemate. For judicial dissolution, the deadlock must also threaten or cause irreparable injury to the company. A disagreement that the company can survive does not usually qualify.

Do I need an operating agreement to sue?

No. Florida’s LLC statute supplies default rules when the agreement is missing or silent, and fiduciary duty and accounting claims do not depend on a detailed written agreement. Still, the absence of one makes proving who owns what and who agreed to what harder, so records and communications become more important.

What can I do if a member is taking company money?

Claims may include breach of fiduciary duty, an accounting, conversion, and recovery of the funds. In urgent cases a court can issue injunctive relief to stop assets from being moved or spent while the case is pending. Misappropriation that injures the company can also support dissolution.

Will a court appoint a receiver for my company?

Possibly. In a dissolution proceeding, a court can appoint a receiver or custodian on a showing of sufficient merit, after a hearing with notice to the parties. Courts treat it as a significant step because it displaces the people running the business.

Does every member dispute end up in court?

No. Many resolve through negotiation, mediation, or arbitration, and some operating agreements require those steps first. Our attorneys are experienced in both alternative dispute resolution and trial, and we pursue the path most likely to meet your goals efficiently.

My co-member lives in another state. Does that change anything?

It can affect where the case is filed and how the other side is served, but it does not prevent a Florida case if the company, its property, or its operations are here. We regularly work with clients and co-owners across state lines, and we handle the local court appearances so out of state clients need not travel for every hearing.

How long does a member dispute take in Palm Beach County?

There is no honest single answer. A negotiated buyout can wrap up in weeks or months. A contested case that goes through discovery and a bench or jury trial takes considerably longer. The Fifteenth Circuit assigns civil cases to different management tracks, which affects pacing, and emergency injunction requests move much faster than the rest of the case.

Can I sue just for the money I am owed, without dissolving the company?

Yes. A member can sue for unpaid distributions, breach of the operating agreement, or breach of fiduciary duty while the company continues to operate. Dissolution is only one remedy, and often the least attractive one if the business has real value.

What if the other member says I breached the operating agreement first?

That is common, and it is why these cases need careful early review. Prior breach can be raised as a defense or counterclaim. We look at the timeline, the exact contract language, and how the members actually behaved to assess who is in the stronger position before committing to a course of action.

Should I hire a lawyer for a small LLC dispute?

Often an early consultation is worth it even when the amounts are modest, because the choices you make first, such as what you sign, what you withdraw, and what you demand, can limit your options later. Disputes below a certain dollar level may belong in county court, but the right forum depends on the claims asked for, not just the amount.

Serving LLC Member Dispute Clients Across Palm Beach County and Beyond

We represent LLC members and business owners throughout Palm Beach County, including West Palm Beach, Palm Beach, Palm Beach Gardens, Jupiter, Juno Beach, North Palm Beach, Riviera Beach, Lake Worth Beach, Lantana, Boynton Beach, Delray Beach, Boca Raton, Royal Palm Beach, Wellington, and Belle Glade. The firm also serves clients in neighboring Broward County, including Fort Lauderdale, Deerfield Beach, Pompano Beach, Coral Springs, Plantation, and Hollywood.

Many of our clients own South Florida companies or real estate while living in New York, New Jersey, or Connecticut. Whether your co-members are down the road in Boca Raton or across the state line, we handle the proceedings here and keep you informed at each stage.

Talk to a Palm Beach LLC Dispute Attorney Before the Situation Hardens

If you are locked in a standoff with a co-member, watching money leave the company, or being pushed out of a business you helped build, the Andrew M. Schwartz Legal Team can review your operating agreement, explain the options Florida law gives you, and recommend a path that fits your goals and budget. Call to speak with a Palm Beach LLC dispute attorney about your situation and your next move.