West Palm Beach Business Transactions Attorney

A business deal that closes cleanly is one where every promise made at the table shows up in the paperwork, and where the paperwork still holds up when the relationship between the parties gets strained. The Andrew M. Schwartz Legal Team helps owners, investors, and families in West Palm Beach and throughout Palm Beach County and Broward County get to that point, and when a deal goes sideways, the firm litigates it. If you are searching for a West Palm Beach business transactions attorney, you are likely buying a company, selling one, bringing in a partner, or signing a lease or loan that your business will live with for years.

What separates a good transaction from a future lawsuit is usually a handful of drafting decisions made early: how a buyout is priced, what happens if two owners deadlock, who can sign for the company, what a seller has to disclose, and what remedy exists if someone walks away.

The firm serves clients in West Palm Beach and across the rest of Palm Beach County, extending to Fort Lauderdale and Broward County, as well as out of state owners from New York, New Jersey, and Connecticut who hold business or real estate interests in South Florida.

Drafting Business Transactions With the Dispute in Mind

Most lawyers who document a business deal think about closing. A litigator thinks about what a judge will do with the document three years later. That perspective changes how agreements get written, and it is the reason a transactional practice grounded in courtroom experience tends to produce sturdier contracts.

Consider the written agreement itself. In Florida, a lawsuit on a contract founded on a written instrument carries a five-year limitations period, while a claim on an oral or implied agreement has four years. An action to rescind a contract also has four years, and a fraud claim runs four years from discovery, subject to an outer cap of 12 years. A suit seeking specific performance is different: it carries a one-year period. That last deadline matters a great deal in real estate and business purchase deals, where the remedy a buyer wants is the deal itself rather than money. Knowing which clock applies to which claim is part of drafting well, and part of reacting quickly when a counterparty stops performing.

The wording of an agreement also controls what kind of case you will have. Courts in disputes over purchase agreements, operating agreements, shareholder agreements, commercial leases, loan documents, and construction contracts look first to the text and then to how the parties actually behaved. An agreement that is silent or vague on valuation method, transfer restrictions, or management authority invites exactly the argument that ends up in litigation.

Why Choose the Andrew M. Schwartz Legal Team for Business Transactions in West Palm Beach

The Andrew M. Founder Andrew M. Schwartz has spent 37 years in litigation, was admitted to The Florida Bar in 1989, and has practiced in Florida since that year. He holds an undergraduate degree from Emory University (1986) and a law degree from the University of Miami (1989). His career has centered on complex contract disputes, business divorces, and conflicts between partners, LLC members, and shareholders.

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. 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, and conference calls are scheduled at times that work for everyone involved.

That litigation background is the point for a transactional client. The firm has seen what fails in agreements and knows how to build against it. In a recent matter, after a 5-day bench trial, the Broward County Circuit Court issued a 32-page final judgment awarding the firm’s client specific performance of a commercial real estate contract. A result like that depends on a contract that was enforceable as written and a team prepared to prove it.

The firm also offers an outside general counsel program for companies that want regular legal access without an in-house lawyer. Through it, the firm can serve as the company’s registered agent and help with contract, compliance, and operational questions as they come up. Having a litigator involved before a disagreement starts often keeps it from becoming a lawsuit. Attorneys at the firm are experienced in mediation and arbitration as well as courtroom litigation, and the goal is the resolution that fits the client’s objectives and budget, not a longer case for its own sake.

Transactions and Agreements Where the Terms Matter Most

• Purchase and Sale of a Business: Asset or equity deals live or die on the representations, the price adjustment mechanics, and what survives closing. Disputes after closing usually trace back to a disclosure that was incomplete or a covenant that was loosely drafted.
• LLC Operating Agreements: Florida’s LLC statute lets a court dissolve a company where members are deadlocked and irreparable injury is threatened, where assets are being misappropriated or wasted, or where it is not reasonably practicable to carry on activities under the agreement. A well-drafted operating agreement can supply a better answer, such as a buy-sell or deadlock sale provision, before anyone needs a judge.
• Shareholder Agreements: For corporations, Florida law gives a petitioning shareholder remedies including judicial dissolution, and lets the corporation or other shareholders elect to buy the petitioner out at fair value. A shareholder agreement that fixes the valuation method and buyout terms in advance avoids a fight over what “fair” means.
• Commercial Leases: Landlord and tenant terms on rent, default, renewal, and personal guaranties are negotiated once and enforced for years. Commercial lease language, not the residential statute, usually governs the dispute.
• Loan and Financing Documents: Promissory notes, guaranties, and security terms allocate risk among borrowers, lenders, and personal guarantors, and the default and acceleration provisions are where most conflicts begin.
• Real Estate Purchase Contracts: Contingencies, closing deadlines, and remedy clauses decide whether a failed closing leads to a refund, damages, or an order compelling the sale.
• Co-Ownership and Investment Structures: When several people buy property together, the arrangement should say how an owner exits. Without one, an unhappy co-owner can ask a court for partition, which can end in a sale.
• Family Business Succession and Transfers: Bringing in children, siblings, or in-laws as owners raises control and compensation questions that are far easier to settle in a signed agreement than at the kitchen table.

What to Do Before You Sign, and What to Do When a Deal Starts to Unravel

Before signing anything, get the full document set in front of an attorney, including the exhibits, schedules, and any side letters. Disputes often turn on a clause in an attachment that nobody read carefully. Ask the lawyer to look specifically at three things: how the price or buyout value is determined, what happens on a deadlock or default, and who bears the cost of a breach. If the other side has verbally promised something, insist that it appear in the writing. An oral promise is harder to prove, and a claim on it has a shorter limitations period than one on a written instrument.

If a deal is already in trouble, preserve the paper. Gather the executed agreement, drafts, emails and texts with the other party, bank records, and any financial statements exchanged. Do not delete anything, and do not move or spend disputed funds on your own. If you believe a partner or manager is diverting company money, say so to counsel early, because courts can grant emergency relief, including temporary injunctions, to stop assets from being moved while the case proceeds.

Watch the deadlines. A claim to force completion of a contract has only a one-year period, so waiting to see whether the other side comes around can quietly forfeit the remedy you actually want. Fraud claims run from discovery, but the outer cap still applies.

On the court side, disputes of this kind in Palm Beach County are filed in the Fifteenth Judicial Circuit, whose circuit and county civil divisions sit at the main courthouse in West Palm Beach. County court hears claims up to a statutory ceiling that is adjusted periodically, and circuit court handles larger disputes along with equitable matters such as injunctions and dissolution. Cases tied to Broward County proceed in the Seventeenth Judicial Circuit, which maintains a complex business division for matters like dissolution of certain business entities and large business and construction litigation. Federal cases in this region go to the U.S. District Court for the Southern District of Florida, which holds court in West Palm Beach and Fort Lauderdale. The firm handles local court appearances for clients who live elsewhere, so an owner in New York or New Jersey does not have to travel for each hearing.

The most common mistake is signing a form agreement to keep a deal moving and planning to sort out details later. Later is when the relationship is worst. The second is treating a mediation or negotiated buyout as a sign of weakness, when it is often the cheapest and fastest route to getting a business back to work.

Business Divorce, Dissolution, and Exit Terms Built Into a Deal

Many business transactions are really entry points into a long co-ownership, and the exit terms deserve as much attention as the entry price. Florida law gives a path out when owners cannot agree, but the statutory route is slower and less predictable than a negotiated one.

In an LLC, a court may order dissolution on the grounds described above, and it may appoint a receiver or custodian or order a purchase of the petitioning member’s interest, after a hearing with notice to the parties. If the operating agreement contains a deadlock sale provision that is initiated before the court finds deadlock, that provision applies in place of a dissolution order. In a corporation, a shareholder can seek dissolution on specified grounds, including where the business has been abandoned. Once such a proceeding starts, the corporation must notify the other shareholders within 30 days 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 of the first election, the court enters an order directing the purchase on those terms, and an election to buy is irrevocable unless the court finds it equitable to modify it. During the case, the court can issue injunctions and appoint a receiver or custodian to preserve assets.

The lesson for anyone papering a transaction is simple: decide in advance who can buy whom out, at what price formula, and on what timeline. A buy-sell clause negotiated while everyone is friendly is worth more than any remedy available after they stop speaking.

Real estate co-ownership works the same way. When co-owners cannot agree, Florida’s partition statutes let a court divide the property or, if division would prejudice the owners, order it sold at auction with proceeds split in proportion to ownership. Family-held property may fall under special protections for heirs property. Quiet title actions are a separate tool for clearing competing ownership claims, and a plaintiff generally must trace title back at least seven years. Both are far more manageable when the original deal documents address them.

Questions West Palm Beach Business Owners Ask About Transactions

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

The purchase agreement allocates risk, sets the price mechanics, and defines what the seller must disclose. Errors in those terms are expensive to fix after closing, so legal review before signing is usually worth the cost, even for a modest deal.

How long do I have to sue if the other side breaches a written contract?

Florida allows five years for a claim founded on a written instrument. A claim based on an oral or implied agreement has four years. Do not rely on the full period, since evidence and leverage fade well before the deadline.

What if I want the deal completed rather than money damages?

An action for specific performance carries a one-year limitations period in Florida, which is much shorter than an ordinary contract claim. If your goal is to compel a sale or transfer, act promptly.

Can a court dissolve my LLC if my partner and I cannot agree?

It can, on specific statutory grounds, including a management deadlock that threatens irreparable injury, misappropriation or waste of assets, or a situation where operating under the agreement is not reasonably practicable. Courts may also order a buyout or appoint a receiver instead.

What is a deadlock sale provision and why would I want one?

It is a mechanism in an operating or shareholder agreement that lets owners force a sale or buyout when they are stuck. If one is validly initiated before a court finds deadlock, it takes priority over a judicial dissolution order, which gives the owners control of the outcome.

My partner may be moving company money. Can I stop it quickly?

Possibly. A court can grant emergency or temporary injunctive relief to prevent assets from being moved or spent while the case is pending, and you may have claims for an accounting, breach of fiduciary duty, and recovery of the funds.

Does every transaction dispute end up in court?

No. Many are resolved through negotiation, mediation, or arbitration. The firm’s attorneys are experienced in each, and the right path depends on your goals, the strength of the documents, and what litigation would cost.

I live in New York, New Jersey, or Connecticut but own a stake in a South Florida company. Can you handle it?

Yes. The firm regularly represents out of state owners with South Florida business or real estate interests, handles the local court appearances, and keeps clients informed so they do not need to travel for every hearing.

Which courts hear business disputes from West Palm Beach?

Smaller claims go to county court, which hears matters up to a periodically adjusted ceiling, and larger disputes go to the Fifteenth Judicial Circuit’s circuit civil division. Federal cases with proper jurisdiction can be filed in the Southern District of Florida, which holds court in West Palm Beach.

Can I retain the firm as general counsel before any dispute exists?

Yes. The outside general counsel program covers contract, compliance, and operational questions, and the firm can act as the company’s registered agent. Early legal involvement often prevents disagreements from becoming lawsuits.

Do you work with other attorneys on transactions or disputes?

Yes. A significant part of the firm’s practice comes from referrals by other lawyers, including out of state counsel whose clients have Florida matters. The firm communicates with referring counsel throughout and respects the referring attorney’s relationship with the client.

Serving Business Transactions Clients From West Palm Beach Across South Florida

The firm’s business transactions work starts in West Palm Beach and reaches across Palm Beach County, including Palm Beach Gardens, Jupiter, Royal Palm Beach, Wellington, Lake Worth Beach, Boynton Beach, Delray Beach, Boca Raton, Riviera Beach, North Palm Beach, Palm Beach, Greenacres, Lantana, Belle Glade, and the communities that surround them. To the south, clients come from Broward County, including Fort Lauderdale, Pompano Beach, Deerfield Beach, Coral Springs, Plantation, Hollywood, and neighboring cities.

Many clients are business owners with operations on the Palm Beach County commercial corridors, investors holding property in more than one county, and families whose companies span generations.

Talk With a West Palm Beach Business Transactions Lawyer Before You Sign

If you are structuring a purchase, drafting an operating agreement, bringing in an investor, or watching a deal start to fall apart, a conversation with a West Palm Beach business transactions lawyer at the Andrew M. Schwartz Legal Team can clarify where you stand and what the documents actually say. Call the firm to schedule a consultation and talk through your transaction with a team that litigates these agreements for a living.