South Florida LLC Member Dispute Attorney

Most LLC members who call a lawyer want one of three things: to get bought out at a fair price, to push out a co-member who is hurting the company, or to stop the company from being drained while they figure out what comes next. The Andrew M. Schwartz Legal Team handles each of those outcomes for members, managers, and minority owners, and works as a South Florida LLC member dispute attorney for clients across Palm Beach County, Broward County, and beyond, including owners who live in New York, New Jersey, and Connecticut but hold a stake in a South Florida company.

An LLC dispute is different from an ordinary contract fight because the people on both sides still own the same asset. Florida’s LLC statute gives a court real tools, such as ordering a buyout, appointing a custodian or receiver, or dissolving the company, but each tool requires proof of specific grounds. Which route fits you depends on what your operating agreement says, what the other member has done, and whether the company is still worth saving.

Deciding Between a Buyout, a Dissolution Case, and Staying In

The first decision in most member disputes is not whether to sue. It is what you want the company to look like when this is over. If you want to keep the business and remove the other owner, you are looking at a buyout or expulsion mechanism. If you want out with your investment intact, you are looking at a negotiated sale of your interest or a court-ordered purchase. If the company has become a shell for one member’s benefit, dissolution may be the cleanest answer.

Florida’s LLC statute lets a member ask a circuit court to dissolve the company on defined grounds. Those include conduct that makes it not reasonably practicable to carry on the business under the articles and operating agreement, illegal or fraudulent conduct by those in control, misappropriation or waste of company assets that injures the company, and a management deadlock that cannot be broken while irreparable injury to the company is threatened or occurring. Notice that most of these turn on facts you can document. A general feeling that the relationship has soured is not enough.

Dissolution is not always the outcome a petitioner ends up with. Once a dissolution case is filed, the court can, if the petition has sufficient merit, appoint a receiver or custodian to hold the company steady, or order the company or other members to purchase the petitioning member’s interest. That purchase option is often what a client actually wants, and it gives the other side a reason to negotiate. A court must hold a hearing, with notice to the parties and to an interested person the court designates, before it appoints a receiver or custodian.

Your operating agreement can change this picture. Some agreements contain a deadlock sale provision, sometimes called a shotgun or buy-sell clause. If that provision is triggered before the court finds that deadlock grounds exist, it applies in place of a judicial dissolution order or a court-ordered purchase, provided it is then carried through. Whether to trigger it, and when, is a strategic call that should be made with counsel, because starting a buy-sell process can lock you into either buying or selling at a price you set or accept.

Why Choose the Andrew M. Schwartz Legal Team for Member Disputes

The Andrew M. Schwartz Legal Team is a business and real estate litigation firm representing business owners, investors, and families in Palm Beach County, Broward County, and throughout South Florida, including Boca Raton, West Palm Beach, and Fort Lauderdale. Founder Andrew M. Schwartz was admitted to The Florida Bar in 1989 and has spent 37 years in litigation, with his career built around 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.

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. That matters in LLC disputes because they sometimes cross into federal court, and because the firm works as a true legal team: everyone on a matter knows the file, so when you call, the person who answers can actually discuss your case. The firm keeps a strict 24 hour return call policy when attorneys are in court or otherwise unavailable.

On the results side, in a matter decided after a 5-day bench trial, the Broward County Circuit Court entered a 32-page final judgment awarding the firm’s client specific performance of a commercial real estate contract. That kind of outcome reflects the firm’s focus on reading the actual agreement and the parties’ history closely, which is also what member disputes demand. The attorneys are experienced in mediation and arbitration as well as courtroom litigation, and they look for the resolution that fits the client’s goals and budget rather than prolonging a case for its own sake. Many clients arrive through referrals from other lawyers, including out of state counsel whose clients have Florida business disputes.

Kinds of LLC Member Conflicts We Handle

• Deadlocked Management: Two 50 percent members who cannot agree on a lease renewal, a sale, or a capital call can freeze a company. Florida’s dissolution statute recognizes deadlock that cannot be broken and threatens irreparable injury, and your operating agreement may already provide a tie-breaking or buy-sell mechanism.
• Breach of the Operating Agreement: Disputes over distributions, voting rights, transfer restrictions, non-compete terms, and required consents often come down to precise wording and how the members actually behaved. A written operating agreement carries a five-year limitations period for contract claims, while oral or implied arrangements carry four.
• Breach of Fiduciary Duty by a Manager or Controlling Member: Self-dealing, undisclosed side deals, and steering company opportunities to a related business are common. These claims frequently travel with a demand for an accounting.
• Missing or Diverted Funds: Unpaid distributions, commingled accounts, and a manager who cannot explain where the money went. Misappropriation or waste of assets that injures the company is itself a recognized ground for judicial dissolution.
• Minority Member Squeeze-Outs: Majority members who cut off information, stop distributions, dilute ownership, or reduce a member’s role to force a cheap exit. Remedies can include a court-ordered purchase of the minority interest.
• Valuation and Buyout Disputes: Even when everyone agrees someone should leave, the price is the fight. Discount arguments, the treatment of goodwill, and the date of valuation all move the number significantly.
• Family and Friend-Owned LLCs: Siblings who inherited a company, parents and children with different plans, or founders who were friends first. These cases need discretion alongside firm financial protection.
• Emergency Asset Protection: When funds or property are about to be moved, spent, or encumbered, the firm pursues temporary and permanent injunctions and early emergency relief while the case is pending.

What to Do in the First Weeks of a Member Dispute

Start by getting your documents in order before you confront anyone. Pull the articles of organization, the operating agreement and every amendment, tax returns, K-1s, bank statements you are entitled to see, capital contribution records, and any emails or texts about money, authority, or the future of the company. If you are a member, you generally have information rights, and a refusal to produce records is itself useful evidence. Do not take documents you have no right to access, and do not delete anything.

Next, read the agreement for what it says about exit. Look for buyout formulas, expulsion or dissociation clauses, deadlock provisions, required notice and cure periods, and any mandatory mediation or arbitration clause. That last one decides whether you end up in a courtroom or in a private proceeding. If the agreement is silent or poorly drafted, Florida’s LLC statute fills the gaps, which is when the court-ordered remedies discussed above come into play.

Watch the clock. A written-contract claim in Florida must generally be brought within five years, an oral or implied contract claim within four, and a fraud claim within four years of discovery, subject to an outer cap of twelve years. A claim for specific performance has a one-year period, which surprises people. These deadlines can interact with when your claim actually accrued, so do not assume you have time. And if money is moving out of the company right now, that is a reason to talk to counsel immediately rather than wait for a perfect paper trail, because injunctive relief depends on acting while the assets still exist.

On venue, LLC disputes above the county court’s dollar limit are filed in circuit court. In Palm Beach County that is the Fifteenth Judicial Circuit, which sits in and for Palm Beach County, with civil matters handled at the main courthouse in West Palm Beach. In Broward County it is the Seventeenth Judicial Circuit, which sits in and for Broward County, with civil matters at the Central Courthouse in Fort Lauderdale. The Seventeenth Circuit also has a complex business division that handles, among other things, dissolution of certain business entities and large business litigation; a case can be filed directly into it only as provided by that circuit’s administrative order, using the required form at filing. Where federal jurisdiction exists, the U.S. District Court for the Southern District of Florida covers both counties and holds court in Fort Lauderdale and West Palm Beach. We handle the local appearances for out of state clients so they are not traveling for every hearing.

The most common mistakes we see: a member keeps operating as if nothing happened and quietly lets a claim go stale; a member takes self-help measures such as changing bank access or locking the other owner out, which can create counterclaims; or a client signs a “temporary” amendment or standstill without understanding that it may waive rights. Before you act, find out where you stand.

How Court-Ordered Purchases and Receiverships Play Out

Clients often assume litigation ends in either a win or a loss. In LLC cases the middle ground is where many disputes resolve. A pending dissolution petition creates pressure on a controlling member, who may prefer to buy you out at a negotiated price rather than risk a custodian running the company or the business being wound up. The same logic runs in the other direction if you are the controlling member facing a petition, which is why we also advise managers and majority owners.

The corporate statutes work on a similar principle and are worth knowing if your company is a corporation rather than an LLC. A shareholder petitioning for dissolution can be met with an election to purchase the shares at fair value, and 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 modify or set it aside. Courts in these proceedings can also issue injunctions and preserve assets while the case is pending.

If your dispute involves real estate held through the LLC or co-owned outside it, other tools may apply. A partition action under Chapter 64 lets co-owners ask the court to divide property or order its sale, and a quiet title action under Chapter 65 clears competing claims to ownership. Members who are also co-owners of the property the company operates on often end up needing both kinds of relief.

Questions Members Ask About LLC Disputes in South Florida

Can I force a co-member out of my LLC?

It depends first on the operating agreement. Many agreements include expulsion, dissociation, or buyout provisions with defined triggers. If yours does not, Florida’s LLC statute offers remedies when a member’s conduct meets statutory grounds, and a court may order a buyout rather than dissolution. There is no general right to remove a member simply because the relationship is bad.

What are the grounds to ask a court to dissolve an LLC in Florida?

A member or manager can petition on grounds including unlawful conduct of substantially all the company’s affairs, impracticability of carrying on in line with the articles and operating agreement, illegal or fraudulent conduct by those in control, misappropriation or waste of assets that causes injury, and deadlock that cannot be broken with irreparable injury threatened or occurring.

Does filing for dissolution mean the company will actually be shut down?

Not necessarily. The court can, on a showing of sufficient merit, appoint a receiver or custodian or order a purchase of the petitioner’s interest instead. Many cases settle with a buyout once a petition is on file.

What if my operating agreement has a buy-sell or shotgun clause?

If that deadlock sale provision is initiated before the court finds deadlock grounds, it generally controls in place of a dissolution order or court-ordered purchase, as long as it is then carried out. Triggering it has real consequences for price and control, so get advice before sending a notice.

How long do I have to sue for breach of the operating agreement?

For a claim founded on a written instrument, Florida’s period is five years. For oral or implied contract claims it is four years. Different claims, such as fraud or specific performance, carry different periods, so the deadline depends on how the claims are framed.

My partner is taking money out of the company. Can the court stop it quickly?

Possibly. Courts can grant temporary injunctive relief and early emergency relief to preserve assets, and a receiver or custodian can be appointed after a hearing. You will need evidence of the transfers or the real risk of them, so gather bank records and communications promptly.

Do I have to go to court, or can this be arbitrated or mediated?

Check your operating agreement for an arbitration or mediation clause. Even without one, many member disputes resolve through negotiation or mediation. The firm’s attorneys handle mediation and arbitration as well as litigation.

Can I file in Broward or Palm Beach County if the company is organized elsewhere?

Where you can sue depends on where the defendants reside, where the company operates, where the agreement was performed, and any forum clause in the agreement. A company with South Florida operations or property often belongs in one of the local circuits, and we regularly handle disputes involving out of state owners.

I live in New Jersey and own part of a company in Boca Raton. Do I have to be here for the case?

Not for every step. We handle local court appearances and proceedings and keep you informed throughout, with conference calls scheduled around your availability.

Is it worth hiring a lawyer if my stake in the LLC is small?

Often the question is whether the cost of the case is proportionate to what you can recover or protect. We look for cost-effective resolutions, and an early consultation can tell you whether a negotiated exit, demand letter, or mediation is enough before anyone files a lawsuit.

What if the other member and I are family?

The legal rules are the same, but the strategy changes. Many family disputes are better served by mediation or a structured buyout that preserves relationships where possible, while still protecting your financial position if talks fail.

Serving LLC Members Across Palm Beach and Broward Counties

Our LLC member dispute work begins in Palm Beach County and Broward County and extends across South Florida. In Palm Beach County we represent members in Boca Raton, Delray Beach, Boynton Beach, Lake Worth, West Palm Beach, Palm Beach Gardens, Jupiter, Royal Palm Beach, Wellington, and Belle Glade. In Broward County we serve owners in Fort Lauderdale, Deerfield Beach, Pompano Beach, Coral Springs, Parkland, Plantation, Sunrise, Davie, Hollywood, and Pembroke Pines.

Many of the companies in these communities are family businesses, real estate holding LLCs, professional practices, and investment vehicles, and a good number are owned in part by people who live in New York, New Jersey, or Connecticut. Whether you are a managing member in Boca Raton, a passive investor in Fort Lauderdale, or a minority owner who has been cut out of the books, we can review your agreement and tell you which path fits.

Talk With a South Florida LLC Member Dispute Lawyer Before the Next Move

The decisions made in the first weeks of a member conflict often determine how much leverage you keep. If you need an LLC dispute attorney in South Florida, the Andrew M. Schwartz Legal Team will review your operating agreement, explain whether a buyout, a dissolution case, or a negotiated exit makes the most sense, and tell you plainly what it is likely to take. Call our Boca Raton business litigation team to schedule a consultation.