Royal Palm Beach Business Transactions Attorney
A deal that looked settled on a handshake can unravel fast once the money, the closing date, or the fine print starts to move. Whether you are buying into a company, selling one, leasing space along Southern Boulevard, or locking in terms with a partner, the paper you sign is what a judge will read later. The Andrew M. Schwartz Legal Team is a business and real estate litigation firm serving Royal Palm Beach, the rest of Palm Beach County, and Broward County, and we handle the full range of business transactions and the disputes that grow out of them.
Looking for a Royal Palm Beach business transactions attorney usually means one of two things: you are about to sign something and want it right, or you signed something and the other side is not performing. Both situations call for a lawyer who has seen how these agreements hold up when they are tested in court, because that perspective changes how a contract gets drafted and negotiated in the first place.
Most of the problems we are asked to fix were visible in the original paperwork. A purchase agreement with no clear remedy for a missed closing. An operating agreement that says nothing about what happens when two members cannot agree. A loan document with a default clause no one read closely. Catching those gaps before signing costs far less than litigating them afterward.
Why Choose the Andrew M. Schwartz Legal Team for Business Transactions
The Andrew M. Schwartz Legal Team represents business owners, investors, and families in South Florida’s business and real estate matters, serving clients in Royal Palm Beach, West Palm Beach, Boca Raton, Fort Lauderdale, and throughout Palm Beach County and Broward County. Founder Andrew M. Schwartz has spent 37 years in litigation and was admitted to The Florida Bar in 1989. He earned his undergraduate degree from Emory University in 1986 and his law degree from 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.
Andrew is joined by Senior Counsel Sundeep Nath, a Northwestern-trained litigator with years of experience in business and real estate cases in state and federal courts. The firm practices as a true legal team, meaning everyone working on a matter knows the file and can answer when you call. There is a strict 24 hour return call policy when we are in court or otherwise unavailable, and staff will set up scheduled conference calls at times that work for everyone involved.
That litigation background matters on the transactional side. A lawyer who has tried contract cases knows which clauses get fought over and which wording survives scrutiny. The firm’s results reflect that: after a 5-day bench trial, a Broward County Circuit Court judge issued a 32-page final judgment awarding our client specific performance of a commercial real estate contract. We also offer an outside general counsel program, under which the firm serves as your registered agent and helps with the contract, compliance, and operational questions that arise in running a company. Our attorneys are experienced in mediation and arbitration as well as courtroom litigation, and we aim for the resolution that fits your goals and budget.
Transactions and Agreements We Handle for Royal Palm Beach Businesses
- Purchase and Sale of a Business: Buying or selling a company turns on the purchase agreement, including price adjustments, representations about the books, and what happens if the closing slips. Disputes here often become contract litigation over whether a party performed.
- Operating Agreements and Shareholder Agreements: These documents decide who controls the company, how profits are split, and how an owner exits. Buyout formulas and deadlock provisions drafted at the start can spare owners a fight later.
- Commercial Leases: Retail, office, and flex space leases carry obligations on rent escalations, build-out, personal guarantees, and default remedies. Tenants and landlords both benefit from having the terms reviewed before signing.
- Commercial Real Estate Purchase Contracts: Contingencies, deposit terms, and closing deadlines drive these deals, and failed closings frequently end in suits to enforce or escape the contract.
- Loan and Financing Documents: Promissory notes, guarantees, and security agreements spell out default triggers and remedies. Owners who personally guarantee company debt should understand that exposure before signing.
- Construction Contracts: Scope, change orders, payment schedules, and completion dates are common flashpoints between owners and contractors.
- Partnership and Co-Ownership Arrangements: Family businesses and friends-in-business deals often start informally. Putting the arrangement in writing protects relationships as much as finances.
- Outside General Counsel Support: Ongoing review of vendor contracts, compliance questions, and day-to-day business decisions, with the firm acting as registered agent.
What to Do Before You Sign, and What to Do If a Deal Goes Wrong
If you are still at the negotiating stage, get the draft in front of a lawyer before you sign, not after. Ask for the full document, including exhibits and schedules, and read the sections on default, remedies, and dispute resolution first, because those control what happens if things fall apart. Pay attention to whether the contract requires arbitration or mediation, whether it chooses a particular venue, and whether it shifts attorney fees to the losing side. Keep every email and text exchanged during negotiation. When a contract is ambiguous, the history of the parties’ dealings often decides what it means.
If the deal has already soured, the first move is to stop and gather documents: the signed agreement, amendments, correspondence, payment records, and anything showing what each side did or failed to do. Do not make new promises or informal side agreements in the heat of the dispute, since those can muddy the record. If money appears to be leaving the company or property is about to be transferred, say so to your lawyer immediately, because courts can order emergency injunctive relief to freeze assets while a case proceeds, and delay can make that relief harder to get.
Deadlines are the other thing to watch. Florida gives five years to sue on a contract founded on a written instrument, and four years for oral or implied contract claims. A suit to rescind a contract also has a four-year limit, and a fraud claim generally has four years from discovery, subject to an outer cap of 12 years. A claim for specific performance, where you ask a court to force the other side to complete the deal, has only a one-year period. That shorter window catches people off guard on failed real estate closings, so do not assume you have years to decide.
Where the case is filed depends on the amount at stake. Claims above the county court ceiling belong in circuit court, which for Royal Palm Beach and the rest of Palm Beach County means the Fifteenth Judicial Circuit. The Palm Beach County Clerk operates a Royal Palm Beach branch, and circuit civil cases are administered through the main courthouse in West Palm Beach. Broward County matters go to the Seventeenth Judicial Circuit, which maintains complex business divisions for large commercial disputes, business entity dissolutions, and major construction litigation. Federal court in the Southern District of Florida sits in West Palm Beach and Fort Lauderdale for cases that belong there.
When a Transaction Ends in a Partner Dispute or Dissolution
Many transactions are really the start of a long relationship between co-owners, and when that relationship breaks, the original agreement determines the exit. Under Florida’s LLC statute, a member or manager can ask a circuit court to dissolve the company on specific grounds: activities being conducted unlawfully, it no longer being reasonably practicable to operate under the operating agreement, controlling owners acting or expected to act illegally or fraudulently, misappropriation or waste of assets causing injury, or a management deadlock that cannot be broken and threatens irreparable injury. The court may also appoint a receiver or custodian after a hearing, or order a buyout of the petitioning member’s interest.
If your operating agreement includes a deadlock sale provision and it is initiated before the court finds deadlock grounds, that provision generally controls instead of a dissolution order. That is a good example of why the drafting stage matters so much. For corporations, a shareholder petitioning for dissolution can be met with an election by the company or other shareholders to buy out the petitioner at fair value. If the sides agree on value and terms within 60 days of the first election, the court enters an order directing the purchase. Our work on business divorce, buyouts, valuation disputes, and judicial dissolution grows directly from these transactional foundations.
Frequently Asked Questions About Business Transactions in Royal Palm Beach
When should I hire a business transactions attorney?
Before you sign. A lawyer reviewing a draft agreement can spot unfavorable terms, missing protections, and unclear remedies while they are still negotiable. After signing, your options narrow to enforcing or fighting over what the document already says.
What kinds of business deals does your firm handle?
We handle business purchases and sales, operating and shareholder agreements, commercial leases, real estate purchase contracts, loan documents, construction contracts, and partnership arrangements, along with the litigation that can follow when any of them goes wrong.
Do I need a written contract for my business deal?
Written agreements are far easier to enforce and prove. Florida does recognize oral and implied contracts, but those claims carry a shorter four-year limitations period and depend heavily on testimony about what was said. A written agreement removes much of that uncertainty.
How long do I have to sue for breach of a written contract in Florida?
Five years for a claim founded on a written instrument. Oral and implied contract claims have four years. Recent changes to Florida’s negligence deadline did not alter the written contract period.
What is specific performance, and is there a special deadline?
Specific performance is a court order requiring a party to carry out the contract rather than pay damages, common in real estate deals where the property is unique. The limitations period for that type of action is one year, so waiting can forfeit the remedy.
Can the firm help if my business partner is the problem?
Yes. Business divorce is a core part of our practice, including deadlocked management, buyouts, valuation disputes, breach of fiduciary duty, and judicial dissolution. We try to keep the business running where that is possible and negotiate a fair separation where it is not.
What if my operating agreement says nothing about a buyout?
Then the statute fills in the gaps. A court can, on proper grounds, order dissolution, appoint a custodian or receiver, or order a purchase of a petitioning member’s interest. Those outcomes are less predictable than a negotiated buyout formula, which is why we recommend addressing exit terms up front.
Does every business dispute end up in court?
No. Many resolve through negotiation, mediation, or arbitration, and some agreements require those steps. Our attorneys are experienced in alternative dispute resolution as well as trial, and we pursue whichever path best serves your goals and budget.
My deal fell apart because the other side missed the closing. What are my options?
Depending on the contract, you may be able to sue for damages, seek specific performance, or in some cases terminate and recover a deposit. Which remedy fits depends on the contract’s default and remedy provisions, so have the agreement reviewed promptly given the short specific performance deadline.
Can you act as my company’s outside general counsel?
Yes. Our general counsel program gives businesses regular access to legal advice without the cost of an in-house attorney, and the firm can serve as your registered agent. Having a litigator review contracts before a dispute starts often keeps disagreements from becoming lawsuits.
I own a business in Royal Palm Beach but live in another state. Can you still help?
Yes. We regularly represent clients from New York, New Jersey, and Connecticut with business or real estate interests in South Florida. We handle the local court appearances and keep you informed so you do not have to travel for every hearing.
Serving Business Transaction Clients Across Royal Palm Beach and South Florida
Our work for Royal Palm Beach clients extends across the western communities of Palm Beach County, including Wellington, Loxahatchee Groves, Acreage, Loxahatchee, and Lake Worth. We also serve owners and investors in West Palm Beach, Palm Beach Gardens, Jupiter, Boynton Beach, Delray Beach, and Boca Raton, along with Greenacres, Lantana, and Riviera Beach. Moving south into Broward County, the team represents clients in Fort Lauderdale, Deerfield Beach, Pompano Beach, Coral Springs, Plantation, and Hollywood. Whether your business sits along a Palm Beach County commercial corridor or your partner is across the county line, the firm handles the contract work and, when needed, the litigation. Clients from New York, New Jersey, and Connecticut who hold South Florida business or real estate interests also rely on us for their local representation.
Talk With a Royal Palm Beach Business Transactions Lawyer
If you are weighing a deal, already bound by one that is not working, or watching a partnership come apart, the Andrew M. Schwartz Legal Team can review the documents and tell you where you stand. As a Royal Palm Beach business transactions lawyer team with decades of litigation behind it, we draft and negotiate with an eye toward how the agreement will be read in court. Call us to schedule a consultation and talk through what you are facing.
