Royal Palm Beach Partnership Dispute Attorney

The hardest part of a falling-out between business owners is rarely the argument itself. It is the paralysis that follows: bank accounts nobody can touch without the other signature, vendors waiting on decisions that two owners will not make together, and an operating agreement that either says too little or says something neither side remembers agreeing to. The Andrew M. Schwartz Legal Team handles these conflicts for partners, LLC members, shareholders, and minority owners, and we represent clients in Royal Palm Beach, throughout Palm Beach County, and across Broward County. If you need a Royal Palm Beach partnership dispute attorney, the first thing worth knowing is that most of these cases turn on a document and a deadline.

The document is your operating agreement, partnership agreement, or shareholder agreement. It may contain buyout formulas, deadlock sale provisions, restrictions on transferring interests, or rules for removing a manager, and it often controls how a dispute can be resolved before a court is even involved. The deadline is the limitations period that starts running when a breach occurs. Both deserve attention before anyone sends an angry email or moves money.

What Courts Can Actually Do When Owners Cannot Agree

Florida gives owners real remedies, but they depend on what kind of entity you own. For limited liability companies, the dissolution statute lets a member or manager ask a circuit court to dissolve the company on specific grounds. Those include conduct of the company’s affairs unlawfully, a situation where it is no longer reasonably practicable to operate under the articles and operating agreement, illegal or fraudulent conduct by those in control, misappropriation or waste of company assets that causes injury, and a management or ownership deadlock that cannot be broken while irreparable injury to the company is threatened or occurring.

Dissolution is not the only outcome. In a dissolution case the court may, on a showing of sufficient merit, appoint a receiver or custodian to run or protect the company, or order that the petitioning member’s interest be purchased. Before a receiver or custodian is appointed, the court must hold a hearing after notice to the parties and any interested person it designates. If the operating agreement has its own deadlock sale mechanism and one side starts it before the court finds that deadlock grounds exist, that contractual mechanism can take the place of a dissolution order or a court-ordered purchase.

Corporations follow a parallel track under a different chapter. A shareholder can petition a circuit court for dissolution or another remedy on the statutory grounds, including abandonment of the business without a reasonable effort to wind it up. Once a shareholder files on certain grounds, the corporation must notify the other shareholders within 30 days that they can avoid dissolution by electing to buy the petitioner’s shares at fair value. 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 on those terms. An election to purchase is irrevocable unless the court finds it equitable to set it aside or modify it. Filing for dissolution on those grounds does not take away a shareholder’s right to use a compliant deadlock sale provision in the shareholder agreement.

While a corporate dissolution case is pending, the court can issue injunctions, appoint a receiver or custodian, take other steps to preserve assets, and keep the business operating until a full hearing. For an owner who suspects the other side is moving money or inventory, that interim authority is often more important than the final result.

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

The Andrew M. Schwartz Legal Team is a business and real estate litigation firm serving Royal Palm Beach and the rest of Palm Beach County and Broward County, with clients from New York, New Jersey, and Connecticut who hold business or property interests in South Florida. Andrew M. Schwartz, Founder, was admitted to The Florida Bar in 1989 and has spent 37 years in litigation, with a career built around complex contract disputes, business divorces, and conflicts between 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.

Andrew is joined by Sundeep Nath, Senior Counsel, a Northwestern-trained litigator with years of experience handling business and real estate cases in state and federal courts. The firm works as a true legal team, so everyone assigned to a matter knows the file and can answer when a client calls. We keep a strict 24 hour return call policy when we are in court or otherwise unavailable, and we schedule conference calls at times that suit everyone involved. We are experienced in mediation and arbitration as well as courtroom litigation, and we look for the outcome that fits a client’s goals and budget rather than stretching a case for its own sake.

Contract enforcement is the center of this practice, and it shows in results. In a recent matter, after a five-day bench trial in Broward County, the circuit court issued a 32-page final judgment awarding our client specific performance of a commercial real estate contract. Disputes between owners are often decided on the same kind of close reading of agreements and the parties’ course of dealing, and we prepare them that way. Many of our matters also arrive as referrals from other attorneys, including out of state counsel whose clients have disputes here.

Common Disputes Between Owners We Handle

• Deadlocked Management: Two 50 percent owners, or a board split evenly, cannot approve a budget, a sale, or a hire. Depending on the entity, remedies range from a contractual deadlock sale to a court-ordered buyout, custodian, or dissolution.
• Buyouts and Valuation Fights: One owner wants out, or one wants the other out, and the sides disagree on what the interest is worth. Valuation turns on the agreement’s formula, the financial records, and whether minority discounts apply.
• Breach of Operating, Partnership, or Shareholder Agreements: Ignored voting requirements, unauthorized transfers of interests, competing ventures, and changes made without a required consent are frequent triggers.
• Breach of Fiduciary Duty: A managing owner who self-deals, steers opportunities to a personal entity, or pays himself or herself outside the agreed terms owes duties to the company and co-owners.
• Missing Funds and Diverted Distributions: Unpaid distributions, commingled accounts, disputed capital contributions, and managers who cannot account for company money can support claims for an accounting and recovery of funds.
• Minority Owner Squeeze-Outs: Majority owners may cut off information, stop distributions while paying themselves salaries, or dilute a smaller owner’s stake.
• Family and Friend-Owned Businesses: Siblings who inherited a company, parents and children with different plans, and spouses or in-laws with shared ownership often have little in writing, and the disputes carry personal weight.
• Co-Owned Real Estate Held Through the Business: When partners also hold property together, a partition action or title claim may run alongside the business case.

What to Do and Where Cases Are Heard When a Partner Relationship Breaks Down

Start by collecting the documents that define the relationship: the articles or certificate, the operating, partnership, or shareholder agreement and every amendment, capital contribution records, tax returns, bank and merchant statements, and any emails or texts in which the owners discussed money, authority, or ownership percentages. Read the agreement for dispute resolution terms, because many require mediation or arbitration first, and for notice and cure provisions that set their own clocks. Do not delete anything, do not lock a partner out of systems or accounts without advice, and do not move company funds to protect them, since that can create claims against you.

Watch the limitations periods. A claim founded on a written instrument carries a five-year period, while a contract claim not founded on a written instrument, such as an oral partnership arrangement, carries four years. A fraud claim runs four years from discovery, subject to a 12-year outer limit. A specific performance action has a one-year period. Because those periods differ depending on how a claim is framed, a dispute that mixes written and oral terms needs early review rather than a wait-and-see approach.

Where a case is filed depends on the amount at stake, the remedy sought, and where the parties and company are. Civil claims above the county court ceiling belong in circuit court, and most owner disputes seeking dissolution, injunctions, or an accounting are heard there. For Royal Palm Beach businesses, that means the Fifteenth Judicial Circuit, which sits in and for Palm Beach County, with the main courthouse in West Palm Beach. When the company or the dispute is centered in Broward County, the Seventeenth Judicial Circuit applies, and it has a complex business division that handles dissolution of certain business entities and large business litigation. Some cases involve federal claims or parties from different states, and the Southern District of Florida holds court in West Palm Beach and Fort Lauderdale.

When money may be leaving the company, speed matters more than anything else on this list. A court can enter early injunctive relief to freeze transfers or preserve assets while the case proceeds, and we pursue that relief when the facts support it. We also tell clients candidly when the better path is a negotiated buyout, mediation, or a structured wind-down.

Partition and Title Problems That Come With Co-Owned Property

Many partnerships hold real estate, and many partnership disputes end up involving it. Under Florida’s partition statutes, all partition actions are brought in chancery, and the complaint must describe the land, name the owners and where they live, and state each owner’s share. If the court orders partition, it appoints three commissioners, chosen by the court unless the parties agree. When the commissioners report that dividing the land would prejudice the owners, the court may order a sale at public auction and divide the proceeds in proportion to ownership. The court can allow a sale on credit for good cause, but at least one-third of the purchase money must be paid down unless all parties consent otherwise.

A separate set of rules applies to heirs property, meaning land held as tenants in common where there is no binding agreement among the cotenants about partition, at least one cotenant acquired title from a relative, and further conditions are met, such as relatives holding 20 percent or more of the interests. Those cases must be partitioned under the Uniform Partition of Heirs Property Act, and partition in kind is not ordered unless the court is satisfied that the commissioners considered the statutory factors and found that dividing the land would prejudice the cotenants as a group. If competing claims cloud ownership, a quiet title action can cancel a conveyance or other evidence of title held by someone who is not the rightful owner, and the plaintiff must generally trace title back at least seven years.

Questions Owners Ask About Partnership Disputes

What counts as a partnership dispute?

It is any disagreement among co-owners that affects how the business is run or who owns what. That includes deadlocks, buyout and valuation disputes, breaches of an owner agreement, claims of self-dealing, and accusations of missing money. It applies to general partnerships, LLCs, and closely held corporations alike.

Can I force a business partner out in Florida?

It depends on the operating or shareholder agreement and the conduct involved. Many agreements include buyout, expulsion, or dissociation terms. Where they do not, Florida law offers remedies for serious misconduct or when the company cannot function, but those remedies have specific grounds that must be proven.

What if my partner is taking money from the company?

You may have claims for breach of fiduciary duty, an accounting, conversion, and recovery of funds. In urgent cases, a court can issue injunctive relief to stop assets from being moved or spent while the case is pending.

Do I have to go to court to end a partnership?

No. Many disputes resolve through negotiation, mediation, or arbitration, and some agreements require those steps first. Court dissolution is a fallback when owners cannot agree and the business cannot continue.

How long do I have to file a lawsuit against a partner?

For claims founded on a written agreement, the period is five years. Oral or implied agreements have four years. Fraud claims run four years from discovery, with a 12-year cap. Specific performance claims have a one-year period. Which period applies depends on how the claim is pleaded, so do not assume the longest one applies to you.

My partner and I have no written agreement. Can I still sue?

Yes. A partnership can be formed by conduct, and oral agreements are enforceable in many circumstances, though they are harder to prove. Emails, bank records, tax filings, and how the owners presented themselves to third parties become the evidence, and the shorter four-year period for non-written contract claims applies.

Can a court order my partner to buy me out?

In a dissolution proceeding, a court can order the purchase of a petitioning LLC member’s interest, and corporations and other shareholders can elect to buy a petitioning shareholder’s shares at fair value to avoid dissolution. The price is either agreed within the statutory window or set by the court.

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

It is a clause in an operating or shareholder agreement that sets up a process, often a buy-sell or auction between the owners, for breaking a deadlock. If it is initiated before a court finds that deadlock grounds exist for an LLC, it can apply in place of a judicial dissolution or court-ordered purchase.

I live in New York or New Jersey. Can you handle my Royal Palm Beach business dispute?

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.

Can you take a case referred by my current attorney?

Yes. A significant part of our practice comes from other lawyers, including out of state attorneys and Florida attorneys who do not handle business litigation. We keep referring counsel updated and respect the existing client relationship.

Is it worth hiring a lawyer before the dispute becomes a lawsuit?

Often, yes. Early review of your agreement can reveal a contractual buyout path, a notice requirement you must follow, or a deadline already running. Through our outside general counsel program, we also work with businesses before disputes arise.

Serving Partnership Dispute Clients From Royal Palm Beach Across South Florida

We represent business owners in Royal Palm Beach and in the neighboring western Palm Beach County communities of Wellington, Loxahatchee, Loxahatchee Groves, Acreage, and Greenacres. From there our work extends to West Palm Beach, Palm Springs, Lake Worth Beach, Lantana, Boynton Beach, Delray Beach, Boca Raton, and Jupiter, as well as Palm Beach Gardens, Riviera Beach, and North Palm Beach. Throughout Palm Beach County, we handle owner disputes, buyouts, and dissolutions for companies of many sizes.

Our reach also covers Broward County, including Fort Lauderdale, Deerfield Beach, Pompano Beach, Coral Springs, Plantation, Hollywood, and Davie. We take on matters for local owners and for clients living in New York, New Jersey, and Connecticut whose partners, co-owners, or real estate are in South Florida.

Talk With a Royal Palm Beach Partnership Dispute Lawyer

If a co-owner has stopped cooperating, stopped accounting for money, or stopped honoring your agreement, the options you have today may narrow as time passes. Our Royal Palm Beach partnership dispute lawyer team can review your agreement, explain whether negotiation, a buyout, mediation, or court action fits your situation, and move quickly if assets are at risk. Call the Andrew M. Schwartz Legal Team to discuss your case.