Riviera Beach Business Transactions Attorney

A deal that looks settled on a handshake can come apart months later over a single sentence in a purchase agreement, and the cost of a poorly drafted contract usually arrives after the closing, not before it. The Andrew M. Schwartz Legal Team represents business owners, investors, and families in business and real estate matters in Riviera Beach, Palm Beach County, and throughout South Florida, handling both the transactional work that shapes a deal and the litigation that follows when one goes wrong.

Anyone searching for a Riviera Beach business transactions attorney is usually in one of a few positions: about to sign something significant, in the middle of negotiating terms, or holding a signed agreement that is not being honored. The right lawyer for each of those moments is not necessarily a pure deal-drafter. A transaction lawyer who has also tried contract cases understands which clauses survive a dispute and which ones collapse when a judge reads them, and that perspective changes how an agreement is written in the first place.

Riviera Beach sits in a working part of Palm Beach County, with a deepwater port, marine and industrial operations, commercial corridors, waterfront property, and a steady flow of small and mid-sized businesses. Deals here range from the sale of a family company to commercial lease negotiations, partner buy-ins, and real estate purchases where the contract terms determine who bears the risk if something unexpected surfaces.

Why Choose the Andrew M. Schwartz Legal Team for Business Transactions Work

The Andrew M. Andrew M. Schwartz, the firm’s founder, has spent 37 years in litigation and was admitted to The Florida Bar in 1989. He earned his undergraduate degree at Emory University in 1986 and his law degree at the University of Miami in 1989. His career has been built around complex contract disputes, business divorces, and conflicts among partners, LLC members, and shareholders. For a client signing a purchase agreement or operating agreement, that history is the point: he has seen how these documents are read when the relationship has soured.

Senior Counsel Sundeep Nath, a Northwestern-trained litigator, brings years of experience in business and real estate cases in both state and federal courts. The firm works as a true legal team, so everyone on a matter knows the file, and a client who calls gets an answer from someone who understands the transaction. The firm keeps a strict 24 hour return call policy when attorneys are in court, and schedules conference calls at times that work for everyone involved.

The firm also has trial results that bear directly on transactional work. After a five-day bench trial in Broward County Circuit Court, the court issued a 32-page final judgment awarding the firm’s client specific performance of a commercial real estate contract. That outcome reflects what careful drafting and thorough preparation can do: a contract that was clear enough, and a record developed carefully enough, that a court ordered the deal to be completed.

Many business clients also use the firm as outside general counsel. Through that program the firm serves as the company’s registered agent and handles the contract, compliance, and operational questions that arise in day to day business. Having a litigator review agreements before they are signed often keeps a disagreement from becoming a lawsuit. Andrew Schwartz’s approach is practical: clients often think they want the most aggressive lawyer available, but most want someone who acts as the situation requires, uses finesse when finesse will do, and keeps legal fees proportionate to what is at stake.

Business Transactions We Handle for Riviera Beach Owners and Investors

• Purchase and Sale of a Business: Asset sales and equity sales allocate liability very differently, and the representations, warranties, indemnities, and purchase price adjustments in the agreement decide who pays when an undisclosed problem surfaces after closing.
• Operating Agreements and Shareholder Agreements: These documents control buyouts, transfer restrictions, management authority, and what happens when owners deadlock. Written well, they can supply a deadlock sale mechanism that avoids a court fight.
• Partner Buy-Ins and Buyouts: Valuation methods, payment terms, security for deferred payments, and non-compete provisions are the points that most often turn into disputes later, so they deserve precision at the front end.
• Commercial Leases: Personal guarantees, default and cure provisions, assignment and subletting rights, and responsibility for repairs matter to tenants and landlords alike, especially for the marine, industrial, and retail properties common around Riviera Beach.
• Commercial Real Estate Purchase Contracts: Inspection and financing contingencies, closing deadlines, deposit terms, and default remedies determine whether a buyer or seller can walk away or compel performance.
• Loan Documents and Financing Arrangements: Promissory notes, guarantees, and security terms between business owners, investors, and lenders need to be consistent with each other, or a default creates competing arguments about what was promised.
• Construction and Vendor Contracts: Payment schedules, change orders, completion standards, and dispute resolution clauses shape how a project problem is resolved, whether through negotiation, mediation, arbitration, or court.
• Family and Friend-Owned Ventures: Businesses started by relatives or close friends often skip formal agreements. Putting ownership, compensation, and exit terms in writing early protects both the company and the relationship.

What to Do Before You Sign, and What to Do If a Deal Is Already Failing

If you have not yet signed, the most valuable step is to have the agreement reviewed before the deadline pressure peaks. Ask for the complete document, including exhibits, schedules, and any side letters, because the operative terms are often outside the main body. Gather the financial records, entity documents, existing leases, and any prior correspondence about the deal. A business transactions attorney can then identify what is missing, what is one-sided, and which provisions deserve negotiation rather than acceptance.

If a deal is already failing, preserve everything. Keep emails, texts, drafts, term sheets, bank records, and notes of conversations, and do not delete messages with the other side even if they are unhelpful. Read the contract for notice and cure provisions before sending any angry message, because declaring a default the wrong way, or missing a required written notice, can weaken your own position. Check whether the agreement requires mediation or arbitration before a lawsuit, and whether it addresses attorney fees.

Deadlines matter, and they differ by the type of claim. Florida allows five years to sue on a contract founded on a written instrument, and four years for a contract claim that is oral or implied. A claim to rescind a contract has four years. Fraud carries four years from discovery, with an outer limit of 12 years. A suit for specific performance, the remedy that forces a party to complete a deal, has a one-year period, which catches many people off guard when they assume the longer written-contract period applies. Professional malpractice claims, such as a claim against an advisor who mishandled a transaction, run two years from when the claim was or should have been discovered. Waiting to see whether the other side comes around can quietly consume the time you have.

On court selection, Riviera Beach is in Palm Beach County, which sits within the Fifteenth Judicial Circuit. County court hears claims up to $50,000, and circuit court hears larger disputes, with small claims limited to $8,000 or less. Most significant business contract disputes belong in circuit court, which sits at the main courthouse in West Palm Beach. Federal court in the Southern District of Florida, which holds court in West Palm Beach, may be available in cases with diverse parties or federal questions. When the counterparty is in Broward County, the Seventeenth Judicial Circuit has a complex business division that handles large commercial disputes, and a case can be filed directly into it under that circuit’s administrative procedures.

Where a Transaction Becomes a Dispute: Deadlocks, Dissolution, and Real Estate Claims

Transactional work is easier to value when you understand where deals typically break. The most common failure points are not exotic: an ownership disagreement the agreement did not anticipate, a payment term that was ambiguous, or a closing that never happened. Each has a legal path, and knowing the path in advance shapes how the original document should be written.

For LLCs, Florida’s statute allows a member or manager to ask a court for dissolution on specific grounds, including that it is no longer reasonably practicable to carry on the company’s activities under its operating agreement, that assets are being misappropriated or wasted, or that managers or members are deadlocked and irreparable injury to the company is threatened. A court can appoint a receiver or custodian after a hearing, or order a purchase of the petitioner’s interest. Importantly, if the operating agreement contains a deadlock sale provision that has been initiated before the court finds deadlock grounds, that contractual mechanism governs instead of judicial dissolution. This is a clear example of why the drafting stage matters: a well-built buy-sell clause can replace a contested court proceeding.

Corporations follow a parallel structure. Shareholders can seek judicial dissolution on statutory grounds, and the corporation or other shareholders can elect to buy out the petitioning shareholder at fair value. If the parties agree on value and terms within 60 days of the first election, the court enters an order on those terms. The corporation must notify the other shareholders within 30 days of a dissolution proceeding that they can avoid dissolution by electing to purchase. A purchase election is irrevocable unless a court finds it equitable to set it aside. In these proceedings courts may also issue injunctions and appoint a receiver to preserve assets while the case is pending.

Real estate transactions create their own category of dispute. Where co-owners cannot agree on a shared property, Florida’s partition statute allows the court to divide the property or, when division would prejudice the owners, order a sale at public auction with proceeds divided according to ownership interests. Where the property came to cotenants through family, the Uniform Partition of Heirs Property Act can change how the court proceeds. Competing claims of ownership are resolved through a quiet title action, which requires the plaintiff to trace title back at least seven years unless the court orders otherwise. These are the disputes that clear title and clean transaction documents are designed to prevent.

Common Questions About Business Transactions in Riviera Beach

What does a business transactions attorney actually do?

A business transactions attorney drafts, reviews, and negotiates the agreements that create or change a business relationship, including purchase agreements, operating agreements, leases, and financing documents. The role also includes identifying risk before signing, structuring the deal so liability falls where the parties intend, and advising on what happens if something goes wrong.

Do I need a lawyer to buy or sell a small business?

Not legally, but the cost of an unreviewed purchase agreement can far exceed the cost of review. Small business sales often involve assumed liabilities, undisclosed debts, lease assignments, and non-compete terms that are easy to overlook. A lawyer can also tell you whether an asset sale or an equity sale better fits your goals.

How long do I have to sue if the other party breaches our written contract?

Florida allows five years for an action on a written contract and four years for oral or implied contracts. However, a claim for specific performance has a one-year period, so a buyer trying to force a closing should not assume the longer deadline applies. Because the correct period depends on the claim, confirm the deadline early.

Can the same firm handle both the deal and a later dispute?

Yes, and there is an advantage to it. A firm that litigates contract disputes knows which provisions tend to be contested and can draft with that in mind. Our attorneys handle transactions and the litigation that follows, which means the person advising on terms understands how a court will read them.

What is the difference between an asset sale and a stock or membership interest sale?

In an asset sale, the buyer selects which assets and liabilities to take, which usually limits inherited risk. In an equity sale, the buyer takes the entity along with its history, including debts and claims. The structure affects taxes, contract assignments, and liability, so it should be chosen deliberately with accounting input.

My partner and I never signed an operating agreement. Is that a problem?

It can be. Without a written agreement, default statutory rules fill the gaps, and those rules may not match what you and your partner assumed. Signing a proper agreement now, while relations are good, is far easier than litigating over unwritten understandings later.

What happens if our operating agreement has a deadlock sale clause and we fall out?

Under Florida’s LLC statute, a deadlock sale provision that is initiated before the court determines deadlock grounds exist applies in place of a judicial dissolution order or a court-ordered buyout. That means the process in your agreement, not a judge’s discretion, can control how the owners separate, provided the provision is actually initiated and carried out.

Will a dispute over a business deal have to go to court?

Not necessarily. Many contracts require mediation or arbitration first, and many disputes settle through negotiation. Our attorneys are experienced in mediation and arbitration as well as courtroom litigation, and we look for the resolution that fits your goals and budget rather than prolonging a case.

I live in New York, New Jersey, or Connecticut. Can you handle a Riviera Beach transaction for me?

Yes. We regularly represent clients from the tri-state area who have business or real estate interests in South Florida. We handle the local court appearances and proceedings and keep you informed at each stage, so you do not have to travel for every hearing.

Can another attorney refer me or my client to your firm for a Florida deal?

Yes. A significant part of our practice comes from referrals by other lawyers, including out of state attorneys whose clients have Florida transactions or disputes, and Florida lawyers who do not handle business litigation. We communicate with referring counsel throughout and respect their relationship with the client.

Can a court stop a partner from moving assets while our dispute is pending?

Often, yes. Courts can grant temporary and permanent injunctions to preserve company assets and property while a dispute is resolved, and in dissolution proceedings they can appoint a receiver or custodian after a hearing. Emergency relief depends on the facts, so it is worth raising early.

Serving Riviera Beach Business Clients Across Palm Beach and Broward Counties

Our work for Riviera Beach clients begins at home and extends outward. From the port and industrial areas of Riviera Beach through neighboring Palm Beach Shores, Singer Island, Lake Park, and North Palm Beach, we represent business owners and investors in transactions and disputes across northern Palm Beach County. We also serve clients in West Palm Beach, Palm Beach Gardens, Jupiter, Royal Palm Beach, Wellington, Lake Worth Beach, Boynton Beach, Delray Beach, and Boca Raton, along with the other communities throughout Palm Beach County.

Our reach continues south into Broward County, including Deerfield Beach, Pompano Beach, Fort Lauderdale, Hollywood, Plantation, and the surrounding communities.

Talk With a Riviera Beach Business Transactions Lawyer Before the Deal Is Final

Whether you are preparing to sign an agreement, renegotiating one, or dealing with a deal that has gone sideways, the Andrew M. Schwartz Legal Team can review the documents and tell you plainly where you stand. As a Riviera Beach business transactions lawyer team with decades of contract and real estate litigation behind it, the firm can help you structure the deal, or resolve the dispute, in a way that fits your goals and your budget. Call to schedule a consultation and bring the agreement, the correspondence, and your questions.