South Florida Business Transactions Attorney

A business deal that closes cleanly is one where every term the parties care about is written down, every party’s authority is confirmed, and nobody is left arguing years later about what they thought they agreed to. The Andrew M. Schwartz Legal Team handles business transactions and the disputes that grow out of them for owners, investors, and families across Palm Beach County and Broward County, and the firm has seen how often a lawsuit traces back to a sentence nobody questioned at the closing table. If you are looking for a South Florida business transactions attorney, you are likely buying, selling, partnering, or restructuring something that matters, and the documents you sign will govern the relationship long after the handshake.

What separates a transactional lawyer who also litigates from one who only drafts is a working knowledge of how agreements fail. Purchase agreements, operating agreements, shareholder agreements, commercial leases, loan documents, and construction contracts all look reasonable on the day they are signed. They are tested later, usually when money is missing, a partner stops cooperating, or a buyer walks away from a closing. Our firm works on both sides of that line, serving clients in Boca Raton, West Palm Beach, Fort Lauderdale, and throughout South Florida.

Where a Transaction Lawyer Earns the Fee: Drafting for the Day the Deal Goes Wrong

Most people hire a business transactions attorney to make a deal happen. The better reason to hire one is to decide, before anyone is angry, what happens when the deal stops working. That means deciding who controls the company when two equal owners disagree, how a departing owner is bought out and at what price, what counts as a breach and how it can be cured, and which court or arbitrator resolves a dispute.

Florida’s LLC statute illustrates why this matters. A court may dissolve an LLC when managers or members are deadlocked and cannot break the deadlock while irreparable injury to the company is threatened or occurring, when it is not reasonably practicable to carry on the business in line with the operating agreement, or when assets are being misappropriated or wasted. But the statute also gives weight to the parties’ own planning. If an operating agreement contains a deadlock sale provision and one owner starts it before the court finds the deadlock grounds exist, that contractual mechanism applies in place of a judicial dissolution order or a court-ordered purchase of the petitioner’s interest. A well-drafted buy-sell clause can therefore replace months of litigation with a defined process. A missing or vague one leaves the owners to a courtroom.

Corporations follow a similar logic. Where a shareholder petitions for judicial dissolution on certain grounds, the corporation or the other shareholders can elect to buy the petitioner’s shares at fair value, and if the parties agree on value and terms within 60 days of the first election, the court simply enters an order directing that purchase. The corporation must also notify the remaining shareholders within 30 days of the proceeding’s commencement that they may avoid dissolution by buying out the petitioner. An election to purchase is irrevocable unless the court finds it equitable to modify it. Anyone signing a shareholder agreement should understand these backstops and decide deliberately whether to rely on them or write something better.

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

The Andrew M. Schwartz Legal Team is a business and real estate litigation and transactions firm serving owners, investors, and families throughout Palm Beach County, Broward County, and the rest of South Florida, along with clients from New York, New Jersey, and Connecticut who hold business or real estate interests here. Andrew M. Schwartz, the firm’s founder, has spent 37 years in litigation and has practiced in Florida since being 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.

That litigation background shapes how the firm handles transactions. Andrew’s career has centered on complex contract disputes, business divorces, and conflicts among partners, LLC members, and shareholders, so the team knows which clauses get fought over and which gaps become lawsuits. He is joined by Sundeep Nath, Senior Counsel, 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 a client calls. There is a strict 24 hour return call policy when the attorneys are in court or otherwise unavailable, and scheduled conference calls are arranged at times that work for everyone involved.

The firm’s results include a recent matter in which, 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. For a transactions client, that outcome carries a practical lesson: a well-papered contract can be enforced according to its terms, and the team that drafts the agreement can also be the team that stands behind it in court. The firm is experienced in mediation and arbitration as well as courtroom litigation, and aims for the resolution that serves the client’s goals and budget rather than prolonging a case for its own sake. Through its outside general counsel program, the firm also serves as a company’s registered agent and handles the contract, compliance, and operational questions that arise in the ordinary course of business.

Types of Business Transactions We Handle

• Purchase and Sale of a Business: Asset purchases and equity purchases allocate liabilities very differently, and the representations, warranties, indemnities, and closing conditions in the agreement determine who pays when an undisclosed problem surfaces after closing.
• Operating Agreements and Shareholder Agreements: Governance terms, capital contributions, distribution rules, transfer restrictions, buyout formulas, and deadlock provisions all belong here, and they decide whether a future disagreement is resolved by contract or by a judge applying Florida’s LLC and corporate statutes.
• Partnership Formation and Restructuring: Bringing in an investor, admitting a new member, or separating a founder requires documents that address valuation, voting control, and fiduciary duties before the relationship changes.
• Commercial Real Estate Contracts and Leases: Purchase and sale contracts, commercial leases, and financing documents for property in Palm Beach and Broward Counties, including the closing deadlines and default provisions that lead to failed-closing disputes.
• Loan and Financing Documents: Promissory notes, guaranties, security agreements, and loan modifications, where the wording on default, acceleration, and personal liability often determines who bears the loss.
• Construction and Vendor Contracts: Scope, payment schedules, change orders, and dispute resolution clauses for projects and ongoing supply relationships, which are frequent sources of litigation when costs or timelines slip.
• Family Business Succession and Ownership Transfers: Transfers among siblings, parents and children, or in-laws carry control and compensation questions that deserve clear written terms, handled with the discretion family relationships require.
• Outside General Counsel Support: Ongoing contract review, compliance guidance, and registered agent service for companies that want a litigator’s perspective before a dispute begins.

Steps to Take Before You Sign or After a Deal Starts to Unravel

If you have not yet signed, the most valuable move is to get the draft in front of an attorney while terms are still negotiable. Ask for the operating agreement, the disclosure schedules, the lease, or the loan documents in editable form, and flag every provision on buyouts, default, personal guaranties, and dispute resolution. Gather the financial statements, tax returns, and organizational documents that support what the other side has told you. Confirm who actually has authority to sign for the counterparty and what entity will be bound. Oral side promises are the single most common source of later disagreement, so anything that matters should be written into the agreement itself.

If a deal has already gone wrong, preserve everything: the signed agreement and every amendment, emails and texts, bank records, invoices, and anything showing how the parties actually behaved. Do not confront a partner who may be moving money before you have spoken to counsel, because where company assets are being diverted, a court can issue an injunction to stop funds from being moved or spent while the case is pending, and speed matters in getting that relief. Do not accept partial performance or sign a new document under pressure without understanding what rights you are giving up.

Deadlines drive these cases. A suit on a written contract generally must be filed within five years, while a claim on an oral or implied contract has four. An action to rescind a contract also has four, and fraud claims run four years from discovery subject to an outer cap of twelve. A claim for specific performance has a one-year period, which surprises many buyers and sellers who assume they have years to decide whether to compel a closing. Professional malpractice claims, including those against advisers, carry a two-year period running from discovery. These periods run from different events and can be easy to miscalculate, so having counsel review the timeline early is prudent.

Where a case is filed depends on the amount in dispute and the subject matter. Disputes above the county court ceiling belong in circuit court, which in Palm Beach County is the Fifteenth Judicial Circuit sitting in West Palm Beach and in Broward County is the Seventeenth Judicial Circuit sitting in Fort Lauderdale. The Seventeenth Circuit also operates complex business divisions that handle matters such as dissolution of certain business entities and large business and construction litigation, with direct filing allowed only as its administrative order provides. Disputes with qualifying federal grounds may proceed in the United States District Court for the Southern District of Florida, which holds court in Fort Lauderdale and West Palm Beach. Smaller claims may belong in county court, and the boundaries between courts are set by statute, so confirm the proper forum before filing.

When the Transaction Involves Real Property: Partition, Title, and Co-Owner Conflicts

Many business transactions end with real estate in the names of several owners, and when those owners part ways, Florida’s partition statute becomes the mechanism. All partition actions proceed in chancery. The complaint must describe the land, identify 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. If the commissioners conclude the property cannot be divided without prejudice to the owners, the court may order it sold at public auction and the proceeds divided in proportion to ownership. The court may allow a sale on credit for good cause, but at least one-third of the purchase money must be paid at the outset unless everyone consents otherwise.

Property that passed through a family follows different rules. Florida adopted the Uniform Partition of Heirs Property Act for actions filed on or after July 1, 2020. If property qualifies as heirs property, it generally must be partitioned under that law unless all cotenants agree otherwise in a record. Qualification depends on features such as a tenancy in common with no binding partition agreement, a cotenant who acquired title from a relative, and a further condition such as relatives holding twenty percent or more of the interests. The Act also limits partition in kind unless the commissioners considered the statutory factors and found that dividing the land would prejudice the cotenants as a group. These protections can change the outcome substantially, which is why identifying the property’s origin early matters.

Title problems are a separate category. A quiet title action lets a person claiming legal or equitable title ask the court to cancel a conveyance or other instrument that clouds title and enter judgment settling who owns the land. The suit may be filed in any county where part of the land lies, and the plaintiff generally must trace title back at least seven years unless the court orders otherwise. These cases often arise from defective deeds, competing claims after a failed business, or attempted conveyances that were never valid. Where a quiet title claim rests on an alleged fraudulent conveyance, the petitioner is entitled to summary procedure and the court is directed to advance the case on its calendar.

Questions Business Owners Ask About Transactions in South Florida

What does a business transactions attorney actually do?

The work includes negotiating and drafting purchase agreements, operating and shareholder agreements, leases, loan documents, and vendor or construction contracts, reviewing the other side’s drafts, and advising on structure and risk. A litigation-minded transactions lawyer also builds in remedies, buyout mechanisms, and dispute resolution terms so the document works when the relationship does not.

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

Small deals often carry the same liabilities as large ones. The agreement decides whether you inherit the seller’s debts, what happens if financial statements prove inaccurate, and what restrictions bind the seller afterward. Having counsel review the purchase agreement before signing is generally far less costly than litigating a gap afterward.

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

In an asset purchase the buyer selects which assets and liabilities to take, while in an equity purchase the buyer acquires the entity with its history, including liabilities that may not have been disclosed. Tax treatment, third-party consents, and lease or license transfers also differ. The right choice depends on the business and should be decided with an attorney.

How long do I have to sue for breach of a written contract in Florida?

Five years for an action founded on a written instrument. Oral or implied contract claims have four years. The recent change that shortened the negligence period to two years did not alter the written-contract period.

Is a verbal agreement with a business partner enforceable?

It can be, but proving the terms is difficult, and the shorter four-year period applies to claims not founded on a written instrument. Certain agreements must be in writing to be enforced at all. Putting the key terms in a signed document is the reliable approach.

What happens if my business partner and I deadlock?

Your operating or shareholder agreement controls first. If it contains a deadlock sale or buyout mechanism, that process may apply. If not, a court can consider dissolution, appoint a receiver or custodian after a hearing, or order a purchase of one owner’s interest, depending on the statute and the facts.

Can a court stop a partner from moving company money while the case is pending?

Yes. Courts can issue temporary and permanent injunctions, including emergency relief, to preserve company assets and property during a dispute. In corporate dissolution proceedings, the court may also appoint a receiver or custodian and take other steps to protect assets until a full hearing.

I live in New York or New Jersey and my partners are in South Florida. Can you handle this?

Yes. The firm regularly represents clients from New York, New Jersey, and Connecticut who hold business or real estate interests in Palm Beach and Broward Counties, handles the local court appearances, and keeps clients informed so they do not need to travel for every proceeding.

Will every business dispute end up in court?

No. Many are resolved through negotiation, mediation, or arbitration, and the firm has experience in each. Whether a dispute stays out of court often depends on how the original agreement was drafted and whether it requires arbitration or mediation first.

Which court would hear a large commercial contract dispute in Broward or Palm Beach County?

Claims above the county court limit go to circuit court. In Broward that is the Seventeenth Judicial Circuit, including its complex business divisions for qualifying matters, and in Palm Beach it is the Fifteenth Judicial Circuit. Some disputes can also be brought in federal court in the Southern District of Florida when jurisdictional requirements are met.

Do you work with other attorneys on referred matters?

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

Serving Business Transactions Clients Across Palm Beach and Broward Counties

The firm represents business owners and investors throughout South Florida, beginning with Boca Raton and extending north through Delray Beach, Boynton Beach, Lake Worth, Wellington, Royal Palm Beach, Palm Beach Gardens, Jupiter, and West Palm Beach in Palm Beach County. Clients in Greenacres, Lantana, Riviera Beach, and the western communities of the county are served as well. To the south, in Broward County, the team works with clients in Deerfield Beach, Pompano Beach, Coconut Creek, Coral Springs, Parkland, Margate, Fort Lauderdale, Plantation, Sunrise, Davie, and Hollywood. Whether the matter involves an acquisition, an operating agreement, a commercial lease, or a co-owned property, the same team handles both counties, and clients from the New York, New Jersey, and Connecticut area with South Florida interests are welcome.

Speak With a South Florida Business Transactions Lawyer

If you are preparing to buy, sell, or restructure a business, or a transaction already in motion is showing signs of trouble, the Andrew M. Schwartz Legal Team can review the documents and tell you where you stand. As a business transactions lawyer serving Boca Raton and the surrounding counties, the firm brings litigation experience to the drafting table so your agreements hold up when tested. Call to schedule a consultation and talk through your deal with an attorney who will explain your options plainly and keep your goals and budget in view.