Wellington LLC Member Dispute Attorney

The Andrew M. Schwartz Legal Team represents business owners, investors, and families in Wellington and across Palm Beach County who are caught in disagreements with the people they own companies with. Our firm handles business divorces, partnership and member disputes, contract litigation, missing-money cases, and the injunction work that sometimes has to happen before a case is fully briefed. If you need a Wellington LLC member dispute attorney, the question is usually less “can I sue?” and more “what does my operating agreement say, what does Florida’s LLC statute add to it, and which remedy actually gets me out of this situation?”

Wellington is full of closely held companies: equestrian operations, wellness and medical practices, property-holding LLCs, contractors, and small service businesses owned by two or three people who started as friends or relatives. When those members stop agreeing, the company often stalls. Bank accounts need two signatures, distributions stop, someone locks someone else out of the books, and a lease or loan comes due while nobody can make a decision.

Disputes like these are won or lost on documents and timing. The operating agreement, the capital contribution records, the bank statements, and the dates on which you learned about a problem all shape what you can ask a court to do. We start there.

Where LLC Member Fights Actually Come From

Member disputes tend to cluster around a handful of recurring breakdowns, and the right response differs for each. Florida’s Revised LLC Act, chapter 605, supplies default rules that fill gaps where the operating agreement is silent, and it gives members specific tools when the relationship has failed.

A deadlock is the simplest to describe and the hardest to live with. Two 50 percent members disagree, neither can outvote the other, and the company cannot act. Under Florida law, deadlock is a recognized ground for judicial dissolution, but only where the members cannot break it and irreparable injury to the company is threatened or happening. A bare disagreement is not enough. Many operating agreements also contain their own deadlock sale mechanism, such as a buy-sell or shotgun clause. Florida’s statute says that if one of those provisions is initiated before the court finds deadlock grounds exist, the contract provision governs in place of a dissolution order. That timing detail can change the entire strategy of a case.

Misconduct by the people running the company is the other major category. A member or manager who diverts funds, pays personal expenses from company accounts, or runs the business in a way that harms the others may expose themselves to claims for breach of fiduciary duty and an accounting. The statute separately lists misappropriation or waste of company assets, causing injury, as a ground for dissolution.

Why Choose the Andrew M. Schwartz Legal Team for an LLC Dispute

The Andrew M. Schwartz Legal Team is a business and real estate litigation firm serving Wellington, Boca Raton, West Palm Beach, Fort Lauderdale, and the rest of Palm Beach County and Broward County.

Andrew M. He earned his undergraduate degree from Emory University and his law degree from the University of Miami. Sundeep Nath, Senior Counsel, is a Northwestern-trained litigator with years of experience handling business and real estate cases in both state and federal courts. That federal experience matters in South Florida, where diversity of ownership, with members living in New York, New Jersey, or elsewhere, can bring a dispute into federal court.

The firm practices as a true legal team, so everyone working on a matter knows the file and can answer when you call. There is a strict 24 hour return call policy when we are in court. We are experienced in mediation and arbitration as well as trial work, and we look for the resolution that fits the client’s goals and budget rather than stretching a case out for its own sake.

For proof of how that plays out in a courtroom: after a 5-day bench trial in the Broward County Circuit Court, the firm obtained a 32-page final judgment awarding its client specific performance of a commercial real estate contract. Contract-driven disputes with high stakes are the firm’s core work, and LLC member cases are frequently exactly that.

Common LLC Member Dispute Situations We Handle

• Deadlocked Management: Equal members who cannot agree on a budget, a hire, a sale, or a lease renewal can freeze a Wellington business. Florida recognizes deadlock with threatened or actual irreparable injury as a basis for judicial dissolution, and the operating agreement may offer a contractual exit that comes first.
• Buyouts and Valuation Fights: One member wants out, or the others want one member gone, and the number cannot be agreed upon. Cases turn on what the operating agreement says about valuation, discounts, and payment terms, and what a court may order under the statute’s buyout provisions.
• Diverted or Missing Company Funds: Unpaid distributions, personal spending run through company accounts, commingled money, and managers who cannot explain where cash went all support claims for an accounting and breach of fiduciary duty.
• Minority Member Oppression: A controlling member who freezes out a minority owner, withholds financial records, or pays themselves while denying distributions creates claims that can include judicial dissolution where assets are being misappropriated or wasted.
• Breach of the Operating Agreement: Violating transfer restrictions, capital call terms, non-compete clauses, or approval requirements gives rise to contract claims, which Florida generally allows five years to bring when founded on a written instrument.
• Family and Friend-Owned LLCs: Siblings, spouses, in-laws, and longtime friends who co-own a business face the same legal questions as strangers, plus relationship pressure that calls for discretion.
• Property-Holding LLCs: When the LLC’s main asset is real estate, a member dispute can turn into a title, partition, or sale question, and the real estate side of the firm’s practice becomes part of the case.

What to Do When Your LLC Relationship Breaks Down

Start by getting the documents in one place: the articles of organization, the operating agreement and every amendment, tax returns, bank and credit card statements, capital contribution records, and the emails or texts in which the problem first surfaced. If you are a member, Florida law generally gives you access to certain company records, and a refusal to produce them is itself useful information. Do not delete anything, and do not start moving money or changing account access on your own. Self-help in a member dispute frequently becomes the other side’s best exhibit.

Read the dispute resolution language before anything else. Many operating agreements require mediation or arbitration before a lawsuit, pick a venue, or shift attorney’s fees to the loser. Those clauses can determine whether your case is heard in a courtroom or before an arbitrator. If the agreement has a buy-sell or deadlock sale provision, understand how and when it is triggered, because who pulls that trigger first can matter.

Watch the clocks. A claim founded on a written agreement generally carries a five-year limitations period in Florida, while a claim not founded on a written instrument gets four. Fraud claims run four years from discovery, capped at twelve. A request for specific performance has a one-year period. These deadlines run from when the claim accrues, so waiting to “see if it blows over” can cost you rights.

If money is actively disappearing, say so early. Courts can issue temporary and permanent injunctions, and in dissolution proceedings can appoint a receiver or custodian, but only after a hearing with notice to the parties. Emergency relief is a request supported by evidence, so the documents you gathered matter.

Cases involving Wellington LLCs are filed in the Circuit Court of the Fifteenth Judicial Circuit, which sits in and for Palm Beach County, because claims of this kind generally exceed the county court’s limit. Where a company or its members have Broward County ties, the Seventeenth Judicial Circuit may be the venue, and its complex business division handles dissolution of certain business entities and large business litigation. Federal court in the Southern District of Florida, which sits in West Palm Beach and Fort Lauderdale among other places, becomes an option when the parties are diverse and federal jurisdiction requirements are met.

Remedies a Court Can Order Between LLC Members

Judicial dissolution is the best-known remedy but often not the best outcome. Under Florida’s LLC statute, a member or manager may seek dissolution on specified grounds: unlawful conduct of the company’s affairs, impracticability of carrying on in conformity with the articles and operating agreement, illegal or fraudulent conduct by those in control, misappropriation or waste of assets causing injury, or deadlock with irreparable injury. Dissolution can destroy value, so it is frequently a lever rather than a destination.

That is why the statute’s other tools matter. On a showing of sufficient merit, the court may appoint a receiver or custodian, or order the purchase of the petitioning member’s interest. A buyout lets the business continue and the departing member be paid, which often serves both sides better than a liquidation. Where the dispute is also about a corporation rather than an LLC, Florida’s corporate statute has parallel mechanisms: shareholders can elect to purchase a petitioner’s shares at fair value, with a 60-day window for the parties to agree on price and terms before the court steps in.

Outside the dissolution statute, a member may pursue damages for breach of the operating agreement, an accounting, breach of fiduciary duty, conversion, and recovery of funds. When the dispute reaches real estate the LLC or its members own together, a partition action under chapter 64 can divide or force a sale of the property, with the court appointing three commissioners to evaluate whether division is practical. Which of these tools fits depends on the facts, and the strongest cases often pair a contract or fiduciary claim with a request for interim protection.

Wellington LLC Member Dispute Questions

Can I sue my LLC partner for taking money out of the company?

Often yes. Depending on the facts, claims may include breach of fiduciary duty, an accounting, conversion, and breach of the operating agreement. Whether the claim belongs to you personally or to the company itself is a threshold question, and it affects who recovers the money.

What is a business divorce?

It is the separation of co-owners of a company. It can end in a negotiated buyout, a sale, a structured wind-down, or a court-ordered dissolution when the owners cannot agree.

Can a Florida court force the dissolution of an LLC?

A circuit court can dissolve an LLC in a proceeding brought by a member or manager on specific statutory grounds, including deadlock with irreparable injury, misappropriation or waste of assets, and illegal or fraudulent conduct by those in control. Courts can also order a buyout instead.

What if my operating agreement says nothing about my problem?

Florida’s LLC statute supplies default rules where the agreement is silent, and the statutory remedies for deadlock, misconduct, and impracticability apply regardless. A review of the agreement shows which gaps the statute fills.

Do I have to go to court?

Not always. Many operating agreements require mediation or arbitration first, and many disputes settle through negotiation. We pursue the path most likely to reach your goals efficiently, and we prepare every case as though it may be tried.

How long do I have to file a claim against another member?

For a claim founded on a written instrument such as an operating agreement, Florida generally allows five years. A claim not based on a written instrument has four years, fraud has four years from discovery up to a 12-year cap, and specific performance has one year. Accrual dates can be disputed, so do not wait.

What is a deadlock sale provision, and why does it matter?

It is a contract mechanism, often a buy-sell or shotgun clause, that lets one member force a sale or buyout when the members are stuck. If it is initiated before a court finds deadlock grounds, the statute lets that provision apply instead of a judicial dissolution order, so the order of events can matter.

Can a court appoint someone to run the company during the dispute?

In an LLC dissolution proceeding, a court may appoint a receiver or custodian on a showing of sufficient merit, after a hearing with notice to the parties. It is a significant step, not a routine one, and it requires evidence.

I live in New York or New Jersey but my LLC is in Wellington. Can you still help?

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 I be locked out of company records by the other members?

Members generally have statutory rights to inspect certain company records, and a refusal can be challenged. Being denied books and bank statements is also often a sign that a deeper problem exists, which is why we pair records requests with an accounting claim where warranted.

Will my dispute be heard in state or federal court?

Most LLC member disputes between Florida residents are heard in the state circuit court. Federal court may be available where members are citizens of different states and the federal requirements are met, which is more common when out-of-state investors are involved.

Can another attorney refer my case to your firm?

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

Serving Wellington LLC Clients Across Palm Beach County and Beyond

Our work for Wellington members and owners reaches the surrounding western Palm Beach County communities of Royal Palm Beach, Loxahatchee, Greenacres, and Lake Worth, as well as West Palm Beach, Palm Beach Gardens, Jupiter, Boynton Beach, Delray Beach, and Boca Raton. We also represent clients in Broward County, from Fort Lauderdale and Deerfield Beach to Coral Springs, Plantation, Hollywood, and Pompano Beach.

Many of our clients do not live in Florida full time. Owners in New York, New Jersey, and Connecticut with a stake in a South Florida company or a share of a property here rely on us to handle court appearances and day-to-day case management locally while they stay informed from a distance.

Talk With a Wellington LLC Dispute Attorney

When the people you own a company with stop cooperating, the options narrow as time passes and as money moves. A Wellington LLC dispute attorney at the Andrew M. Schwartz Legal Team can review your operating agreement, evaluate your claims, and explain whether a negotiated exit, a buyout, or a court filing is the realistic route. Call our firm to schedule a consultation, and bring your operating agreement and whatever records you have.