South Florida General Counsel

A business owner with a lease to review on Tuesday, an employee dispute on Wednesday, and a partner who wants out on Friday does not need a lawsuit; they need someone who already knows the company. The Andrew M. Schwartz Legal Team provides South Florida general counsel services to businesses in Palm Beach County and Broward County, backed by a litigation practice that handles business disputes, real estate matters, and partnership breakups.

Outside general counsel is not a retainer for its own sake. It is an ongoing relationship in which a lawyer learns your ownership structure, your agreements, and your habits, so that when a question arises, the answer comes from someone who has read your paperwork before. Companies that have this in place tend to find problems while they are still small.

What separates this from hiring a lawyer once a crisis hits is the order of operations. A litigator who also serves as your general counsel reads every contract and every operating agreement with one question in mind: how would this read to a judge? That perspective is hard to buy after the dispute has started.

What an Outside General Counsel Relationship Actually Replaces

Many South Florida companies are too small for a full-time in-house lawyer and too active to call an attorney only when something breaks. Outside general counsel fills the gap. You get a single point of contact for the contract, compliance, and operational questions that come up in the ordinary course of business, without carrying a salaried position.

It is also different from a one-off engagement. A single-matter lawyer solves the problem in front of them and leaves. A general counsel relationship means the lawyer who reviewed your vendor agreement in the spring already understands the dispute when the vendor sues in the fall.

Why Choose the Andrew M. Schwartz Legal Team as Your General Counsel

The Andrew M. Founder Andrew M. Schwartz has spent 37 years in litigation and has practiced in Florida since his admission to The Florida Bar in 1989. His career 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 business and real estate experience in both state and federal courts.

The firm serves clients across Palm Beach County and Broward County, including Boca Raton, West Palm Beach, and Fort Lauderdale, along with New York, New Jersey, and Connecticut clients who own businesses or real estate in South Florida. Those out-of-state clients rely on the firm to handle local court appearances so they are not traveling for every hearing.

The firm practices as a true legal team, meaning everyone working on a matter knows the file. That matters in a general counsel setting, where continuity is the whole point. Calls are answered, and the firm keeps a strict 24 hour return call policy when attorneys are in court. Its attorneys are experienced in mediation and arbitration as well as courtroom litigation, and they look for the resolution that fits a client’s goals and budget rather than stretching a case out.

The litigation record is part of the value. After a 5-day bench trial, a Broward County circuit judge issued a 32-page final judgment in May 2024 awarding the firm’s client specific performance of a commercial real estate contract. A lawyer who tries cases like that drafts and advises differently from one who never sees the inside of a courtroom. The firm’s general counsel program also includes serving as the company’s registered agent.

What South Florida Businesses Bring to Their General Counsel

• Contract Review and Drafting: Purchase agreements, vendor and customer contracts, commercial leases, loan documents, and construction contracts. Disputes over these documents often turn on exact wording, so the time to catch a problem is before signing.
• Operating and Shareholder Agreements: The documents that decide what happens when owners disagree. Buyout terms, valuation methods, and deadlock provisions written now determine whether a later split is orderly or litigated.
• Commercial Lease Questions: Landlords and tenants both need to know what a notice must say and how long the other side has to respond. Florida’s nonresidential and residential rules differ, and a defective notice can cost weeks.
• Real Estate Transactions: Commercial and residential purchases, sales, and closings, along with problems that arise when a deal falls apart or title is unclear.
• Co-Owner and Family Business Governance: Siblings, parents and children, spouses, and long-time friends who share ownership often need written rules for control and compensation before tension builds.
• Compliance and Registered Agent Needs: Routine corporate housekeeping, and the firm can serve as the company’s registered agent so legal notices reach a lawyer promptly.
• Early Dispute Triage: A demand letter, a threatened claim, or a partner who stops answering emails. Handled early, many of these end in a negotiated fix.
• Missing Money and Partner Conduct: Questions about distributions, company funds, and whether a manager can account for what was spent.

Calling Counsel Before the Problem Hardens

The practical rule for a business owner is to call when the question first appears, not when the deadline is close. Limitations periods in Florida vary by claim. A lawsuit on a written contract generally has five years, while an oral or implied contract has four. A claim to rescind a contract has four years, and a fraud claim runs four years from discovery, subject to an outer cap of 12 years. A suit for specific performance has just one year, which surprises many commercial real estate buyers. Negligence claims were cut to two years for causes of action accruing after March 24, 2023, and professional malpractice claims also carry a two-year period measured from discovery.

Gather the documents first: the signed agreement, any amendments, the operating or shareholder agreement, emails that show how the parties actually dealt with each other, and bank or accounting records if money is involved. Write down dates while they are fresh. Do not move or spend disputed funds, and do not sign a new agreement under pressure without having it read.

If the matter ends up in court, the forum depends on the amount and the claim. County courts hear actions at law up to the statutory ceiling, and circuit courts hear larger claims and equitable matters like injunctions, partitions, and dissolutions. Palm Beach County disputes go to the Fifteenth Judicial Circuit, which sits in and for Palm Beach County, with its main courthouse in West Palm Beach. Broward County disputes go to the Seventeenth Judicial Circuit, which includes a complex business division that handles dissolution of certain entities and large business and construction litigation. Federal cases in this region are heard by the U.S. District Court for the Southern District of Florida, which holds court in Fort Lauderdale and West Palm Beach, among other places.

A common mistake is waiting for the other side to act first. When a partner starts moving assets or locking you out, a court can issue temporary or emergency injunctive relief, but only if someone asks. Another is treating an operating agreement as boilerplate. Many agreements already contain buyout, expulsion, or deadlock-sale provisions, and those provisions can change the outcome of a dispute before it is filed.

When the Relationship Between Owners Breaks Down

General counsel work often reveals trouble among owners before they admit it. Florida law gives specific grounds for a court to dissolve an LLC at the request of a manager or member: unlawful conduct of the company’s affairs, a situation where carrying on the business under the operating agreement is not reasonably practicable, illegal or fraudulent conduct by those in control, misappropriation or waste of assets that causes injury, or a management deadlock that cannot be broken and threatens irreparable harm. If the operating agreement contains a deadlock sale provision that is started before the court finds deadlock grounds, that provision can take the place of a dissolution order.

For corporations, a shareholder petition for dissolution can trigger a buyout election. The corporation, or one or more shareholders, may elect to purchase 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 enters an order on those terms. During these proceedings a court can issue injunctions and appoint a receiver or custodian to preserve company assets.

Real estate adds its own tools. Partition actions are brought in chancery under Chapter 64. If a property cannot fairly be divided, a court can order a public sale and split the proceeds in proportion to ownership. Inherited family property may fall under Florida’s heirs property statute, which adds protections before a forced sale. Quiet title actions clear competing ownership claims and may be filed in any county where part of the land sits. The goal of ongoing counsel is to spot these issues while a negotiated solution is still possible.

General Counsel and Litigation Questions, Answered

What does outside general counsel mean for a small business?

It means a law firm acts as your company’s regular legal advisor without being an employee. You call with contract, compliance, and operational questions as they arise, and the firm already knows your business when something larger comes up.

How is a general counsel relationship different from hiring a lawyer for one problem?

A single-matter engagement ends when the problem does. A general counsel relationship continues, so the lawyer builds familiarity with your agreements and ownership. That background speeds up responses and often prevents disputes.

Can the firm act as our registered agent?

Yes. As part of its general counsel program, the firm serves as the company’s registered agent, which helps ensure that legal papers reach a lawyer who understands the business.

Does having a litigator as general counsel change how contracts get drafted?

It does. Provisions are written with an eye toward how a court would read them if the relationship fails. Payment terms, notice requirements, buyout mechanics, and dispute resolution clauses get particular attention.

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

For a contract founded on a written instrument, five years. For an oral or implied contract, four years. These periods are separate from shorter deadlines that apply to other claims, so the characterization of the claim matters.

Is there a shorter deadline for commercial real estate disputes?

An action seeking specific performance has a one-year period. A buyer who wants to force a seller to close should not assume the longer contract deadlines apply to that remedy.

Can I force a partner out of our LLC?

It depends on your operating agreement and the conduct involved. Many agreements include buyout, expulsion, or dissociation provisions, and Florida law provides court remedies for misappropriation, deadlock, or an LLC that can no longer function. An attorney should read your agreement first.

What if my business partner is moving company money?

You may have claims for an accounting, breach of fiduciary duty, and recovery of the funds. When the risk is immediate, a court can be asked for injunctive relief to stop assets from being moved or spent while the case is pending.

My business is in Palm Beach County but I live in New Jersey. Can the firm still help?

Yes. The firm regularly represents clients from New York, New Jersey, and Connecticut with South Florida businesses or real estate. It handles the local court appearances and keeps you informed at each stage.

Do disputes have to end up in court?

No. Many are resolved through negotiation, mediation, or arbitration. The firm’s attorneys are experienced in all three and in courtroom litigation, and they pursue the route most likely to meet your goals at a sensible cost.

Do other attorneys refer matters to the firm?

They do. A significant part of the practice comes from referrals by out-of-state lawyers whose clients have Florida disputes and Florida lawyers who do not handle business litigation. The firm communicates with referring counsel throughout.

When should a company call counsel about a landlord-tenant notice?

Immediately. Florida’s residential statute sets short windows, such as a three-day demand for unpaid rent excluding weekends and court-observed holidays, and seven days to cure or vacate for certain other noncompliance. A flawed notice or a mishandled partial payment can undermine a case, so have it reviewed before acting.

Serving Palm Beach and Broward County Businesses with General Counsel

In Palm Beach County, the firm advises companies and property owners from Boca Raton and Delray Beach north through Boynton Beach, Lake Worth Beach, West Palm Beach, and Palm Beach Gardens, and west to Royal Palm Beach, Wellington, and Belle Glade. In Broward County, the practice reaches Deerfield Beach, Pompano Beach, Fort Lauderdale, Coral Springs, Plantation, Davie, Hollywood, and the surrounding communities.

Many of these clients are operating companies, investors, and families who share ownership of a business or a piece of real estate. Others are New York, New Jersey, and Connecticut owners whose partners or properties are here. Whether the question is a lease, an operating agreement, or a dispute that has already begun, the firm works with clients throughout South Florida.

Talk With a South Florida General Counsel Attorney Before the Dispute Starts

If your company needs a lawyer who knows its agreements and can also try the case when talks fail, the Andrew M. Schwartz Legal Team is ready to discuss a general counsel relationship. Our South Florida general counsel attorneys can review where your business stands and what needs attention first. Call to schedule a consultation.