South Florida Business Divorce Attorney

Co-owners across South Florida who have reached the point of asking whether they can still run a company together are really asking a narrower question: how does this separation happen, and on whose terms? The Andrew M. Schwartz Legal Team handles business litigation and real estate disputes for owners, investors, and families in Boca Raton, West Palm Beach, Fort Lauderdale, and throughout Palm Beach County and Broward County, and a South Florida business divorce attorney is often the first call an owner makes when a partnership stops working.

A business divorce is not a single lawsuit with a single name. It can be a negotiated buyout, a sale of the whole company, a structured wind-down, or a court-ordered dissolution. Which of those is available depends on three things: the entity type (LLC, corporation, or partnership), what the governing documents say about exit, and what the other owner has actually been doing. The sections below separate these issues, because most of the early mistakes in these disputes come from treating them as one.

Why Owners Choose the Andrew M. Schwartz Legal Team for Business Divorce Matters

The Andrew M. Schwartz Legal Team represents business owners, investors, and families in some of South Florida’s most contested business and real estate disputes, serving clients across Palm Beach County and Broward County. Andrew M. Schwartz, the firm’s founder, has spent 37 years in litigation and was admitted to The Florida Bar in 1989. His practice has centered on complex contract disputes, business divorces, and conflicts among 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.

Senior Counsel Sundeep Nath, a Northwestern-trained litigator, brings years of experience in business and real estate cases in both state and federal courts. That matters in this practice area because ownership disputes frequently involve a real estate component, a contract component, and an emergency component all at once. The firm works as a true legal team: everyone assigned to a matter knows the file, so a client who calls is not starting over with someone unfamiliar with the dispute. The firm keeps a strict 24 hour return call policy when attorneys are in court.

The firm’s trial work is relevant to owners weighing whether to litigate. After a 5-day bench trial in Broward County Circuit Court, the firm obtained a 32-page final judgment awarding its client specific performance of a commercial real estate contract. The firm is also experienced in mediation and arbitration, and it looks for the resolution that fits the client’s goals and budget rather than prolonging a case for its own sake. Many clients live in New York, New Jersey, or Connecticut and own South Florida businesses or property with partners who are here; the firm handles the local court appearances so those clients do not have to travel for every hearing. A significant share of the firm’s work also comes from referrals by other attorneys, including out of state counsel whose clients have disputes in Florida.

Situations That Lead to a Business Divorce in South Florida

• Deadlocked Management: Two 50/50 owners who cannot agree on a major decision can freeze a company’s operations. For an LLC, deadlock combined with threatened or ongoing irreparable injury is one of the statutory grounds for judicial dissolution, and some operating agreements contain their own deadlock sale mechanism that can take the place of a court order if it is started in time.
• Misappropriated or Wasted Company Assets: A partner who diverts funds, commingles accounts, or cannot account for money creates both a dissolution ground and independent claims for an accounting, breach of fiduciary duty, and recovery of funds.
• Minority Owner Freeze-Outs: Majority owners sometimes cut a minority member out of distributions, information, or decision-making. Remedies depend on the entity type and agreement, and can include a court-supervised buyout of the minority interest.
• Buyout and Valuation Disputes: Owners often agree that someone must leave but cannot agree on price. In a corporate dissolution case, the corporation or other shareholders can elect to buy the petitioner’s shares at fair value, which shifts the fight from whether to separate to what the interest is worth.
• Breach of Operating or Shareholder Agreements: Missed capital contributions, unauthorized transfers, competing ventures, and ignored approval requirements are common triggers, and these cases usually turn on the exact wording of the document.
• Family Business Breakups: Siblings who inherited a company, parents and children with different visions, and in-laws holding shares all bring emotional weight to the same control and compensation questions, and these cases call for discretion alongside firm financial protection.
• Co-Owned Real Estate Held Through the Business: When former partners also share title to property, the business divorce can include a partition action, a title dispute, or a quiet title claim running alongside the entity dispute.

What Distinguishes a Business Divorce From Other Partner Disputes

Owners often confuse a business divorce with a simple breach of contract claim, and the difference changes strategy. A contract claim asks a court to award money for a breach. A business divorce asks a court, or a negotiation, to change who owns the company or to end the company altogether. That is a structural remedy, and it comes from entity law rather than from contract law alone.

For a Florida LLC, a member or manager can ask a circuit court to dissolve the company on specific statutory grounds: the company’s affairs are being conducted unlawfully; it is not reasonably practicable to operate in line with the articles and operating agreement; controlling members or managers are acting, or are reasonably expected to act, illegally or fraudulently; company assets are being misappropriated or wasted; or the owners are deadlocked and irreparable injury is threatened or occurring. Once a dissolution case has enough merit to proceed, the court can appoint a receiver or custodian after a hearing on notice to the parties, or it can order a buyout of the petitioning member’s interest instead of dissolving the company.

Corporations work differently. A shareholder can ask a circuit court for dissolution or another remedy, including where the corporation has abandoned its business and failed within a reasonable time to wind up and distribute assets. Within 30 days of a dissolution proceeding being commenced on the shareholder-protection grounds, the corporation must notify the other shareholders that they can avoid dissolution by electing to purchase 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, which is why timing and valuation preparation matter before any election is made. While the case is pending, a court can issue injunctions, appoint a receiver or custodian, and take other steps to preserve corporate assets.

Existing agreements add another layer. A shareholder agreement or operating agreement with a compliant deadlock sale provision can control the outcome, and starting such a provision does not necessarily forfeit the right to seek court relief. Reading the documents before filing anything is not a formality; it determines which tools are even available.

What an Owner Should Do Once the Relationship Has Broken Down

The first task is to collect the documents that define the business: the articles or certificate, the operating agreement or shareholder agreement, any buy-sell terms, amendments, and the capital contribution and distribution records. Preserve financial records, bank statements, tax filings, and internal communications, and do it quietly and lawfully. Taking records you are not entitled to access, or deleting anything, creates problems that can overshadow the merits of your claim.

Next, identify the kind of problem you have. If the issue is that the other owner is moving or spending company money, the matter may be urgent enough that a court should be asked for emergency injunctive relief before the dispute is resolved. If the issue is a slow disagreement over direction, there may be room for negotiation or mediation first. Keep operating the business properly in the meantime. Continuing to meet payroll, tax, and regulatory obligations protects the company’s value, which protects both owners.

Deadlines depend on the claim. A legal or equitable action founded on a written instrument, such as an operating agreement or shareholder agreement, has a five-year limitations period in Florida. A contract claim that is not founded on a written instrument has four years. A fraud claim has four years from discovery, subject to a 12-year outer limit. An action seeking specific performance carries a one-year period, which is short enough that it should be evaluated early when a business or property sale contract is involved. These periods run from different starting points, and a dispute often involves several claims at once, so the sensible approach is to have the whole situation reviewed rather than assume one deadline governs.

As for where cases are heard, Palm Beach County disputes belong in the Fifteenth Judicial Circuit, with the main courthouse in West Palm Beach and a south county courthouse in Delray Beach. Broward County disputes belong in the Seventeenth Judicial Circuit, with courthouses in Fort Lauderdale, Deerfield Beach, Hollywood, and Plantation. Broward also has a complex business division that handles matters such as the dissolution of certain business entities and large business litigation, and a case can be directed into that division through a specific filing procedure. Where federal jurisdiction applies, the United States District Court for the Southern District of Florida sits in Fort Lauderdale and West Palm Beach. Choosing the right forum, and in some cases the right division, is part of the strategy rather than an afterthought.

Avoid the common missteps: signing a buyout proposal or term sheet without reviewing what it waives, locking a partner out of systems or bank accounts without legal authority, making accusations in writing that you cannot support, and waiting while funds disappear. Each of those can cost an owner leverage that was otherwise available.

When the Business Divorce Involves Real Property

Many South Florida companies hold their value in real estate, and a business divorce often cannot be finished without resolving who owns the property. Florida partition actions are brought in the circuit court and ask the court either to divide jointly owned land or, when a fair division is not practical, to order a sale and split the proceeds. In a partition case, the court appoints commissioners to evaluate whether the land can be divided without prejudice to the owners. If they report that it cannot and the court agrees, the land can be sold at public auction and the proceeds divided in proportion to each owner’s interest. The court may allow a sale on credit for good cause, with at least one-third of the purchase money paid down unless all parties agree otherwise.

Special rules apply when the co-owners inherited the property from relatives. Florida’s Uniform Partition of Heirs Property Act governs partition actions filed on or after July 1, 2020 where the property qualifies as heirs property, and it changes how courts weigh a sale versus a division in kind. It matters for family businesses where siblings or cousins hold land together.

Separately, a quiet title action asks the court to determine who owns land and to remove a cloud on title, including by canceling a conveyance held by someone who is not the rightful owner. The plaintiff generally must trace title back at least seven years, and the action can be filed in any county where part of the land lies. For an owner trying to separate from a partner’s claim to property, or to clear competing ownership claims left behind after a breakup, quiet title is often the cleanest route.

Business Divorce Questions South Florida Owners Ask

What is a business divorce?

It is the separation of co-owners of a company, whether they are partners, LLC members, or shareholders. It can end through a negotiated buyout, a sale of the business, a structured wind-down, or court-ordered dissolution when the owners cannot agree.

Can I force a partner out of my Florida LLC?

That depends on the operating agreement and the conduct involved. Many agreements contain buyout, expulsion, or dissociation provisions, and Florida law provides court remedies when a member has engaged in serious misconduct or the company can no longer function. An attorney needs to read the agreement before any step is taken.

What are the grounds for judicial dissolution of an LLC in Florida?

A member or manager can petition when the company’s affairs are conducted unlawfully, when it is not reasonably practicable to operate under the articles and operating agreement, when controlling members are acting illegally or fraudulently, when assets are being misappropriated or wasted, or when the owners are deadlocked and irreparable injury is threatened or occurring.

Does a court have to dissolve the company, or can it order a buyout instead?

The court has options. In an LLC dissolution proceeding with sufficient merit, it can appoint a receiver or custodian or order a purchase of the petitioning member’s interest. In a corporate case, the corporation or other shareholders can elect to buy the petitioner’s shares at fair value, which can avoid dissolution altogether.

What if my partner is taking money from the company?

You may have claims for an accounting, breach of fiduciary duty, conversion, and recovery of the funds. When assets are at risk of being moved or spent, a court can be asked for emergency injunctive relief to preserve them while the case proceeds.

How long do I have to bring a claim against my business partner?

It varies by claim. A claim founded on a written instrument has five years, an oral or implied contract claim has four, fraud has four years from discovery with a 12-year cap, and specific performance has just one year. Because several claims often overlap, the safest course is to have the facts reviewed promptly.

What happens if my operating agreement has a deadlock or buy-sell provision?

If a deadlock sale provision is started before a court finds that the deadlock grounds exist, that provision can apply in place of a judicial dissolution order or a court-ordered buyout, as long as it is then carried through. For corporations, filing a dissolution action on certain grounds does not by itself remove a shareholder’s right to start a compliant deadlock sale provision.

Can I get a receiver appointed to run the business while we fight?

Possibly. In an LLC dissolution proceeding, a court can appoint a receiver or custodian once the case shows sufficient merit, but only after a hearing on notice to the parties and an interested person the court designates. In a corporate dissolution proceeding, the court can also appoint a receiver or custodian and carry on the business until a full hearing.

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

No. Many business divorces resolve through negotiation, mediation, or arbitration, particularly when both owners want to preserve value. The firm’s attorneys have experience in all three, as well as in the courtroom, and the right path depends on the documents and on how the other owner is behaving.

I live in New York, New Jersey, or Connecticut. Can you handle my South Florida partnership dispute?

Yes. The firm regularly represents clients from those states who own businesses or real estate in South Florida with partners here. The firm handles the local court proceedings and keeps out of state clients informed at each stage, so travel for every hearing is not required.

Do you work with other attorneys on business divorce cases?

Yes. A significant part of the firm’s practice comes from referrals by other lawyers, including out of state attorneys with clients who have Florida disputes and Florida attorneys who do not handle business litigation. The firm communicates with referring counsel throughout the matter.

Serving Business Divorce Clients Across Palm Beach and Broward Counties

The Andrew M. Schwartz Legal Team represents co-owners throughout South Florida, with particular reach in Boca Raton, West Palm Beach, and Fort Lauderdale. In Palm Beach County, that includes owners in Delray Beach, Boynton Beach, Lake Worth, Wellington, Royal Palm Beach, Jupiter, Palm Beach Gardens, Riviera Beach, and Belle Glade. In Broward County, the firm serves businesses and property owners in Deerfield Beach, Pompano Beach, Coral Springs, Parkland, Plantation, Sunrise, Davie, Hollywood, and Pembroke Pines. Disputes in these communities are heard in the Fifteenth Judicial Circuit in Palm Beach County and the Seventeenth Judicial Circuit in Broward County, and the firm appears in both, as well as in federal court where a case belongs there. The firm also represents New York, New Jersey, and Connecticut residents whose South Florida business or real estate partners put them in need of local counsel.

Talk With a South Florida Business Divorce Lawyer Before the Dispute Hardens

The choices an owner makes in the first weeks of a partnership breakdown often decide how much leverage remains. If you are weighing a buyout, a dissolution, or an emergency motion to stop assets from moving, speak with a business divorce lawyer who has spent decades handling exactly these disputes. Contact the Andrew M. Schwartz Legal Team to discuss your situation and learn which path fits your agreement, your company, and your goals.