Pembroke Pines Partnership Dispute Attorney

A co-owner has stopped answering questions about the books, or a partner has started running the company as if you were not part of it, and the daily work of the business is now tangled up with a fight nobody planned for. The Andrew M. Schwartz Legal Team represents business owners, LLC members, shareholders, and minority owners in partnership disputes, and we serve clients in Pembroke Pines and across Broward County and Palm Beach County. If you are looking for a Pembroke Pines partnership dispute attorney, the first thing to know is that the path you pick early, whether a negotiated exit, a court-ordered buyout, or dissolution, shapes everything that follows.

Partnership disputes rarely start with a lawsuit. They start with a stalled decision, a distribution that never arrives, a capital contribution one side says was a loan, or a partner who quietly moves clients to a new entity. Pembroke Pines sits in the southwestern part of Broward County, and disputes from here are filed in the Seventeenth Judicial Circuit, which sits in and for Broward County. That court has a complex business division that handles, among other things, dissolution of certain business entities and large business litigation.

The right move depends on what you actually want. Some owners want out with a fair price. Others want the partner out, or want the company preserved while the dispute plays out. Those goals call for different tools, and the sections below explain how they work.

Choosing Between a Buyout, a Wind-Down, and Judicial Dissolution

The central decision in most partnership disputes is whether the business continues, and who owns it if it does. Florida gives owners several routes, and the entity type matters.

For LLCs, Florida’s Revised LLC Act lets a manager or member ask the circuit court to dissolve the company on specific grounds: the company’s activities are being conducted unlawfully; it is not reasonably practicable to carry on the business in line with the articles and operating agreement; those in control have acted, are acting, or are reasonably expected to act illegally or fraudulently; company assets are being misappropriated or wasted in a way that causes injury; or the managers or members are deadlocked, cannot break the deadlock, and irreparable injury to the company is threatened or occurring. Once a dissolution case is filed and shows sufficient merit, the court can appoint a receiver or custodian, or order the purchase of the petitioning member’s interest. Before a receiver or custodian is appointed, the court must hold a hearing after notice to the parties and to any interested person it designates.

One wrinkle matters a great deal: if your operating agreement contains a deadlock sale provision (sometimes called a buy-sell or shotgun clause) and it is initiated before the court finds that deadlock grounds exist, that contractual mechanism governs instead of judicial dissolution or a court-ordered purchase, as long as it is then carried through. Reading your operating agreement before filing anything can change your entire strategy.

For corporations, a shareholder can seek judicial dissolution on statutory grounds, including a corporation that has abandoned its business and failed within a reasonable time to liquidate, distribute assets, and dissolve. Corporate law also contains a built-in off-ramp. In a shareholder’s dissolution proceeding, the corporation, or if it does not act, one or more other shareholders, may elect to buy all of the petitioner’s shares at fair value. 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, so it is not a move to make casually. The corporation must also notify the other shareholders, within 30 days of the proceeding starting, that they may avoid dissolution by electing to buy the petitioner’s shares. While the case is pending, the court can issue injunctions, appoint a receiver or custodian, and take other steps to preserve corporate assets. Filing for dissolution on certain grounds does not take away a shareholder’s right to start a deadlock sale provision found in a compliant shareholder agreement.

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

The Andrew M. Schwartz Legal Team is a business litigation and real estate litigation firm serving Pembroke Pines, Fort Lauderdale, Boca Raton, West Palm Beach, and the rest of Broward County and Palm Beach County. The firm represents business owners, investors, and families in some of South Florida’s most difficult business disputes, with a practice built around business divorce, partnership and member disputes, complex contract litigation, partition actions, and real estate litigation. Clients from New York, New Jersey, and Connecticut who have business or real estate interests here also rely on the firm, and we handle the local court appearances so they do not have to travel for every hearing.

Andrew M. Schwartz, the firm’s founder, was admitted to The Florida Bar in 1989 and has spent 37 years in litigation. He earned his undergraduate degree from Emory University in 1986 and his law degree from the University of Miami in 1989. His career has centered on contract disputes and conflicts among partners, LLC members, and shareholders, which is exactly the terrain of a partnership dispute. Sundeep Nath, Senior Counsel, is a Northwestern-trained litigator with years of experience in business and real estate cases in state and federal courts. That matters when a Broward dispute involves claims or parties that put the case in federal court rather than state court.

The firm practices as a true legal team, so 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 handle mediation and arbitration as well as courtroom litigation, and we look for the resolution that fits your goals and budget rather than stretching a case out for its own sake. On the litigation side, the firm recently obtained a 32-page final judgment after a 5-day bench trial in Broward County Circuit Court, awarding our client specific performance of a commercial real estate contract. Disputes that turn on the exact language of an agreement and the history between the parties are the work we do.

Common Partnership Dispute Situations We Handle

• Deadlocked Management: Two 50-percent owners disagree on a major decision and neither can act. Florida’s LLC statute treats an unbreakable deadlock that threatens irreparable injury as a ground for judicial dissolution, and many operating agreements contain their own deadlock mechanism that must be followed first.
• Buyout and Valuation Disputes: Owners agree someone should leave but not on what the interest is worth. Fair value fights often turn on how the business is appraised, what discounts apply, and what the governing agreement says about price.
• Breach of Operating or Shareholder Agreements: A partner ignores consent requirements, issues new interests, changes compensation, or violates transfer restrictions. These cases usually turn on the precise wording of the agreement.
• Breach of Fiduciary Duty: A manager or controlling owner self-deals, diverts opportunities, or favors one side. Claims can include an accounting and recovery of what was taken.
• Missing or Diverted Company Funds: Unpaid distributions, commingled accounts, disputed capital contributions, or a partner who cannot account for company money. Emergency relief can be sought to stop assets from being moved or spent while the case is pending.
• Minority Owner Freeze-Outs: A majority owner cuts a minority owner out of information, decisions, and distributions. Remedies can include dissolution, a court-ordered purchase, or a negotiated exit.
• Family and Friend-Owned Businesses: Siblings, parents and children, spouses, or longtime friends who share ownership and disagree about control, pay, or the future. These cases call for discretion alongside firm protection of financial interests.
• Co-Owned Real Estate Held Through the Partnership: When partners also share property, a partition action in Florida circuit court can divide the land or order it sold and the proceeds split, and title disputes can be resolved through a quiet title action.

What to Do Right Now If a Partner Has Become the Problem

Start by getting your documents in one place. That means the operating agreement or shareholder agreement and every amendment, the articles of organization or incorporation, tax returns, bank statements, capital contribution records, and any emails or texts where decisions, loans, or promises were discussed. Your agreement may already say how disputes are resolved, whether through mediation first, arbitration, a particular venue, or a deadlock sale procedure. Those clauses can control what you can do and in what order, so find them before you take any step.

Next, pay attention to timing. Claims on a written agreement generally carry a five-year limitations period in Florida, while claims on oral or implied agreements carry four years. A fraud claim runs four years from discovery, subject to an outer limit of 12 years. A lawsuit seeking specific performance carries a one-year period. Waiting while the relationship deteriorates can cost you claims, and it can also cost you evidence, since partners with something to hide often tidy up records once they sense a fight coming.

If money is leaving the company, tell us immediately. Courts can issue injunctions and appoint receivers or custodians where assets are being misappropriated or wasted, but those remedies depend on prompt action and a clear factual showing. Avoid the common mistakes: do not lock your partner out of company accounts or the premises on your own, do not delete or alter records, do not sign a buyout or release drafted by the other side without review, and do not keep funding the business out of pocket without documenting what is a loan and what is capital.

In Broward County, partnership disputes over amounts above the county court threshold are filed in the circuit court, and complex business matters, including dissolution of certain business entities, can be directed to the Seventeenth Circuit’s complex business division through the filing process the court has set out. Palm Beach County cases are heard in the Fifteenth Circuit. Federal court, the Southern District of Florida, sits in Fort Lauderdale and West Palm Beach for cases that belong there. Many disputes, though, are resolved before trial through negotiation, mediation, or arbitration, and we pursue whichever path is most likely to reach your goal efficiently.

Partnership Disputes Frequently Asked in Pembroke Pines

What is a partnership dispute?

It is a conflict among co-owners of a business, whether they are general partners, LLC members, or shareholders, over control, money, ownership, or the future of the company. Disputes range from disagreements over distributions to complete deadlock to allegations of self-dealing.

Can I force a partner out of an LLC in Florida?

It depends on your operating agreement and the partner’s conduct. Many agreements contain buyout, expulsion, or dissociation provisions, and Florida law provides court remedies when a member’s conduct is serious enough or the company can no longer function. We review the agreement first to see which options are open.

How do I get out of a partnership I no longer want to be in?

Common exits include a negotiated buyout, a sale of the business, a structured wind-down, or court-ordered dissolution when the owners cannot agree. If your agreement has a buy-sell or deadlock sale clause, that process may be your best and fastest route.

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

You may have claims for breach of fiduciary duty, an accounting, conversion, and recovery of the funds. Where assets are at risk of being moved or spent, a court can issue injunctive relief and, in dissolution cases, appoint a receiver or custodian after a hearing.

Do I have to go to court to resolve a partnership dispute?

No. Many disputes end in negotiation, mediation, or arbitration, and some agreements require those steps before suit. Court becomes necessary when a partner will not cooperate, assets are at risk, or dissolution is the only workable outcome.

How long do I have to sue my business partner in Florida?

For a claim based on a written agreement the period is five years; for an oral or implied agreement it is four years. Fraud claims run four years from discovery with a 12-year outer limit. Because different claims in the same dispute can have different deadlines, it is wise to evaluate them together and early.

Does filing for dissolution mean the business has to close?

Not necessarily. In a corporate dissolution case, the corporation or the other shareholders can elect to purchase the petitioner’s shares at fair value, which avoids dissolution. For LLCs, the court can order a purchase of the petitioner’s interest or appoint a custodian instead of winding the company up.

What if our agreement has a buy-sell or deadlock sale clause?

That clause can take priority. If a deadlock sale provision in an LLC operating agreement is initiated before the court finds deadlock grounds exist, it applies in place of judicial dissolution, so the timing and manner of invoking it matter a great deal.

My partner and I are family. Does that change anything?

The legal claims are the same, but the approach often differs. Family ownership brings emotional stakes and shared property, and a quieter route like mediation may protect both the business and the relationship. We handle these disputes with discretion while still protecting your financial interests.

How long does a partnership dispute take in Broward County courts?

It varies widely with the complexity of the case, the court’s calendar, and whether the matter settles. Disputes that resolve through negotiation or mediation can finish in a fraction of the time a trial takes, and emergency motions to protect assets are heard much faster than the main case.

I live out of state but own part of a South Florida business. Can you help?

Yes. We regularly represent clients from New York, New Jersey, and Connecticut with interests here. We handle the Florida court appearances and keep you informed at every stage.

Is it worth hiring a lawyer if the dispute is still just a disagreement?

Often, yes. Early review of your agreement and your options can keep a disagreement from becoming a lawsuit, and a well-timed letter or negotiation can preserve claims and leverage that are harder to protect later.

Serving Partnership Dispute Clients Across Pembroke Pines and South Florida

From Pembroke Pines, our team represents business owners in the surrounding Broward County communities of Miramar, Hollywood, Davie, Cooper City, Weston, Southwest Ranches, Pembroke Park, West Park, Hallandale Beach, Dania Beach, Plantation, Sunrise, and Fort Lauderdale. We also serve owners in Coral Springs, Parkland, Coconut Creek, Margate, Tamarac, Lauderhill, Lauderdale Lakes, Oakland Park, Pompano Beach, and Deerfield Beach.

In Palm Beach County, we work with clients in Boca Raton, Delray Beach, Boynton Beach, Lake Worth, Wellington, Royal Palm Beach, Palm Beach Gardens, Jupiter, and West Palm Beach. Whether your partnership is a family-run restaurant group, a professional practice, a real estate investment entity, or a closely held operating company, we bring the same attention to the agreement, the books, and the facts. Clients from the tri-state area with South Florida interests are welcome as well.

Speak With a Pembroke Pines Partnership Dispute Lawyer

If a partner has put your company, your investment, or your property at risk, the sooner your options are laid out, the more of them you will have. The Andrew M. Schwartz Legal Team brings decades of South Florida business litigation experience to each partnership dispute, and we will tell you plainly whether your best course is negotiation, a buyout, or court. Call us to speak with a Pembroke Pines partnership dispute lawyer and schedule a consultation about your situation.