Plantation LLC Member Dispute Attorney

When the people you went into business with in Plantation stop agreeing on money, control, or direction, the company can stall long before anyone files a lawsuit. The Andrew M. Schwartz Legal Team represents LLC members, managers, and minority owners in business and real estate disputes throughout Broward County, Palm Beach County, and the rest of South Florida, and we handle each Plantation LLC member dispute attorney engagement with the specifics of the operating agreement and the company’s finances front and center.

Member disputes tend to follow a few recurring patterns: a manager who stops sharing financial information, a member who is paid out of the company in ways the others never approved, two equal owners who cannot break a tie on a major decision, or a majority that quietly freezes out the minority. Each pattern calls for a different remedy, and the right one depends on what the operating agreement says, what Florida’s LLC statute provides when the agreement is silent, and how quickly assets could be moved or spent.

Plantation sits in Broward County, so a dispute here is usually filed in the Seventeenth Judicial Circuit, which sits in and for Broward County. That court has a complex business division for certain business disputes, a detail that can shape how a large or contentious case is handled from the day it is filed.

Grounds for Judicial Dissolution of a Florida LLC

When members cannot coexist and the agreement offers no workable exit, Florida’s LLC statute allows a circuit court to dissolve the company in a proceeding brought by a manager or member. The statute lists specific grounds, and a petition has to fit one of them:

First, all or substantially all of the company’s activities are being conducted unlawfully. Second, it is not reasonably practicable to carry on the company’s activities in line with its articles of organization and operating agreement. Third, the people controlling the company have acted, are acting, or are reasonably expected to act illegally or fraudulently. Fourth, company assets are being misappropriated or wasted in a way that causes injury. Fifth, the managers or members are deadlocked, cannot break the deadlock, and the company is suffering or threatened with irreparable injury.

Dissolution is not the only outcome. Once a petition shows sufficient merit, the court may appoint a receiver or custodian, or order that the petitioning member’s interest be purchased, and the court must hold a hearing with notice before it appoints a receiver or custodian. For many clients, a court-ordered or negotiated buyout is the practical goal, because it lets one side keep an operating business and the other leave with fair value. One caution matters for deadlocked companies: if the operating agreement contains a deadlock sale provision and someone initiates it before the court finds that deadlock grounds exist, that contractual mechanism can take the place of a dissolution order or a statutory buyout. Reading the agreement before filing anything is not a formality.

Why Choose the Andrew M. Schwartz Legal Team for an LLC Member Dispute

The Andrew M. Schwartz Legal Team is a business and real estate litigation firm serving Plantation and the rest of Broward County, along with West Palm Beach, Boca Raton, Fort Lauderdale, and Palm Beach County.

Andrew M. Schwartz, the firm’s founder, has spent 37 years in litigation. He was admitted to The Florida Bar in 1989, earned his undergraduate degree from Emory University in 1986 and his law degree from the University of Miami in 1989, and has built his practice around complex contract disputes, business divorces, and ownership conflicts. 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 federal experience matters in South Florida, where the Southern District of Florida holds court in Fort Lauderdale and West Palm Beach and some ownership disputes end up there.

The firm practices as a true legal team, meaning everyone working on a matter knows the file and can answer when a client calls. There is a strict 24 hour return call policy when the attorneys are in court. Our attorneys are experienced in mediation and arbitration as well as courtroom litigation, and we look for the resolution that fits the client’s goals and budget rather than prolonging a case for its own sake. For proof of trial work, in 2024 a Broward County Circuit Court judge issued a 32-page final judgment after a five-day bench trial awarding our client specific performance of a commercial real estate contract. That is a contract case, but it reflects the same skill LLC disputes demand: building a record around the exact language of an agreement and the parties’ history under it.

Common Member Dispute Situations in Plantation and Broward County

• Deadlocked Management: Two 50/50 members, or an even split of voting power, cannot approve a lease renewal, a sale, a loan, or a budget. The statute treats an unbreakable deadlock that threatens irreparable injury as a ground for judicial dissolution, subject to any deadlock sale clause in the operating agreement.
• Minority Member Freeze-Outs: The majority stops distributions, removes a member from management, or denies access to books and records while continuing to pay itself through salaries or related-party contracts. Remedies can include an accounting, breach of fiduciary duty claims, and a court-ordered buyout.
• Diverted or Missing Company Funds: A manager or member moves money to personal accounts, commingles funds, or cannot explain where capital went. Misappropriation or waste of assets is itself a dissolution ground, and urgent cases may call for an injunction to stop assets from being moved while the case proceeds.
• Breach of the Operating Agreement: Members ignore capital call terms, transfer restrictions, non-compete or buy-sell provisions, or voting thresholds. A written-instrument contract claim carries a five-year limitations period in Florida, so older breaches are not automatically lost, but delay still invites defenses.
• Valuation and Buyout Fights: Members agree someone should leave but not on price. Disputes arise over discounts, goodwill, the valuation date, and whether the agreement’s formula governs.
• Family and Friend-Owned LLCs: Siblings who inherited an interest, spouses, in-laws, or old friends who started a company without a detailed agreement. These cases need discretion alongside a firm grip on the client’s financial position.
• LLCs Holding Real Estate: When the company’s main asset is property, a member dispute often becomes a real estate case involving title questions, partition, or competing claims, areas where our firm’s real estate litigation practice applies directly.

What to Do Right Now if Your LLC Is Falling Apart

Start by collecting the documents that define your position: the articles of organization, the operating agreement and every amendment, tax returns, bank and credit card statements, capital contribution records, and any emails or texts in which members discussed money or control. If you are a member with legitimate access rights, preserve what you can lawfully obtain, and do not remove or alter records. Overreaching can hand the other side an argument against you.

Next, read the agreement for the clauses that will drive the case: buy-sell or buyout terms, deadlock sale mechanics, dispute resolution provisions such as mandatory mediation or arbitration, and any provision on expulsion or dissociation. Whether your dispute belongs in court or in arbitration can be decided entirely by one paragraph you have not read in years. If you suspect money is leaving the company, tell a lawyer early. Emergency injunctive relief is only useful if sought before the funds are gone, and the court’s willingness to act quickly depends on evidence, not suspicion.

Watch the calendar. A claim founded on a written agreement has five years under Florida law, a claim on an oral or implied agreement has four, and a fraud claim generally runs four years from discovery within an outer limit of twelve years. A claim for specific performance is shorter, at one year. Negligence-based claims were cut to two years in 2023. Because different theories carry different clocks, a dispute that mixes contract, fraud, and fiduciary claims should be evaluated claim by claim.

On the procedural side, a Plantation-based dispute is typically filed in the Seventeenth Judicial Circuit in Broward County. The Broward Circuit has a complex business division, and a case may be filed directly into it through the process in the circuit’s administrative order, with the Clerk randomly assigning the filing to a division. The West Regional Courthouse is in Plantation, though circuit civil matters are generally handled through the Central Courthouse in Fort Lauderdale. Disputes with at least one claim in the county court range are limited to those under the county court’s jurisdictional ceiling; larger business disputes go to circuit court. If the company’s affairs reach into Palm Beach County, the Fifteenth Judicial Circuit, sitting in West Palm Beach, may also be involved. Finally, avoid the common mistakes: do not lock another member out of company accounts or premises without legal advice, do not sign a buyout term sheet you have not had reviewed, and do not assume the other side’s lawyer represents the company’s interests as well as theirs.

Corporations and Shareholder Disputes Under the Same Roof

Not every co-owned business is an LLC, and the remedies differ. For corporations, Florida law lets a circuit court dissolve a corporation or order another remedy in a shareholder’s proceeding on listed grounds, including that the corporation has abandoned its business and failed within a reasonable time to liquidate and dissolve. When a shareholder petitions on the deadlock or oppression-style grounds, the corporation or the remaining shareholders can elect to purchase the petitioner’s shares at fair value, and 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. An election to purchase is irrevocable unless the court finds it equitable to set it aside or modify it. The corporation must also notify the other shareholders within 30 days of the proceeding’s start that they may avoid dissolution by electing to buy.

The point for owners is practical: whether the entity is an LLC or a corporation changes the buyout mechanics, the notice obligations, and the leverage each side holds. During any such proceeding the court can issue injunctions, appoint a receiver or custodian, and take steps to preserve assets while the business keeps operating until a full hearing. A shareholder agreement that complies with the statute may also contain its own deadlock sale right, and filing for dissolution does not by itself waive the right to invoke it.

Plantation LLC Member Dispute Questions Answered

Can I force a member out of my Florida LLC?

It depends on the operating agreement and the conduct involved. Many agreements contain expulsion, dissociation, or buyout provisions. Where the agreement is silent or the process fails, Florida law gives remedies in cases of serious misconduct or when the company cannot function, but a court does not remove a member simply because the relationship soured.

What does it take to dissolve an LLC through the court?

A manager or member must show one of the statutory grounds, such as unlawful conduct of the company’s affairs, impracticability of operating under the agreement, illegal or fraudulent conduct by those in control, misappropriation or waste of assets, or a deadlock causing irreparable injury. Dissolution is not automatic once a ground is shown; the court can order other relief, including a buyout.

My co-member is taking money out of the company. What are my options?

Typical claims include breach of fiduciary duty, an accounting, conversion, and recovery of the funds. If assets are at risk of being moved, the court can be asked for temporary injunctive relief. Gathering bank records and company financials early makes that request far stronger.

What if my operating agreement requires arbitration?

Then the dispute may need to proceed in arbitration rather than court, though urgent relief sometimes remains available from a court depending on the clause. We review the exact language, because arbitration provisions vary widely in scope and procedure.

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

A claim founded on a written instrument generally has five years in Florida. Oral or implied contract claims have four years, and other theories such as fraud or negligence have their own periods, so each claim should be measured separately.

What is a deadlock sale provision, and does it override a lawsuit?

It is a contract mechanism, often a buy-sell or shoot-out clause, that lets one member trigger a sale or buyout when owners cannot agree. If it is initiated before the court finds deadlock grounds, it can apply instead of judicial dissolution or a statutory buyout, which is why timing and drafting matter.

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

Yes, on a showing of sufficient merit the court may appoint a receiver or custodian, after notice and a hearing. This is a significant step and is usually reserved for situations where the company or its assets are at real risk.

Does a member dispute always mean the business has to close?

No. Many disputes end in a negotiated buyout, a restructured governance arrangement, or a sale of the business. Mediation is common, and the court can order a purchase of a member’s interest rather than a liquidation.

I live in New York, New Jersey, or Connecticut but own part of a Broward County LLC. Can you handle it?

Yes. We regularly represent out of state owners with South Florida business or real estate interests, handle the local court appearances, and keep clients informed so they do not have to travel for every hearing.

Will a federal court ever hear an LLC member dispute from Plantation?

Sometimes. Cases that meet federal jurisdiction requirements, such as complete diversity between the parties and sufficient money at stake, can be heard in the Southern District of Florida, which covers Broward and Palm Beach Counties and holds court in Fort Lauderdale and West Palm Beach. Most member disputes remain in state court.

Is it worth hiring a lawyer if the amount at stake is modest?

That depends on the amount and the cost of fighting over it. Smaller claims may belong in county court, and a candid early assessment of cost against likely recovery can point toward negotiation or mediation. Our approach is to match the strategy to the client’s goals and budget.

Do you work with other attorneys on referred matters?

Yes. A significant part of our practice comes from referrals by other lawyers, including out of state counsel whose clients have Florida disputes. We communicate with referring attorneys throughout and respect their client relationships.

Serving LLC Members Across Plantation and Broward County

Our representation of LLC members reaches from Plantation and neighboring Sunrise, Davie, and Lauderhill through Fort Lauderdale, Wilton Manors, and Oakland Park. We also work with owners in Pembroke Pines, Miramar, Hollywood, Hallandale Beach, and Cooper City, and north through Coral Springs, Parkland, Margate, Coconut Creek, Pompano Beach, Deerfield Beach, and Tamarac. Across the county line, we serve clients in Boca Raton, Delray Beach, Boynton Beach, West Palm Beach, and elsewhere in Palm Beach County, and clients from New York, New Jersey, and Connecticut who hold business or real estate interests in South Florida. Whether the company operates a restaurant, a medical practice, a construction firm, or a real estate holding entity, the same questions of control, money, and exit apply.

Speak With a Plantation LLC Member Dispute Lawyer Before the Dispute Hardens

If you are in conflict with a co-member over money, control, or the future of the company, the Andrew M. Schwartz Legal Team can review your operating agreement, assess your claims and deadlines, and tell you plainly whether a buyout, a negotiated separation, or litigation fits your situation. Call to schedule a consultation with our team and discuss your Plantation LLC member dispute attorney options before positions harden and assets move.