West Palm Beach LLC Member Dispute Attorney

Most LLC fights in Palm Beach County end up in the same place: the Fifteenth Judicial Circuit, which sits in and for the county and handles the disputes that matter most to co-owners, such as judicial dissolution, buyouts, accountings, and emergency injunctions over company money. Whether a member is locked out of the books, a manager is paying himself from company accounts, or two 50 percent owners cannot agree on anything, the dispute usually turns on the operating agreement and on Chapter 605 of the Florida Statutes. The Andrew M. Schwartz Legal Team handles business and real estate litigation for owners in West Palm Beach, Boca Raton, and Fort Lauderdale, and for owners throughout Palm Beach County and Broward County.

If you are searching for a West Palm Beach LLC member dispute attorney, you are probably in one of a few situations. You may be a minority member who has been frozen out of decisions or distributions. You may be a manager accused of self-dealing. You may be half of a deadlocked company that cannot sell, cannot operate, and cannot split. Each of these situations has a different path under Florida law, and the right first move depends on what your operating agreement says and what evidence you can put in front of a judge.

The agreement is the starting point because Florida’s LLC statute largely defers to what the members wrote. A well-drafted operating agreement may contain a buyout formula, a deadlock sale mechanism, an expulsion clause, or an arbitration requirement. A poorly drafted or nonexistent one leaves the members with the statutory defaults and, ultimately, a judge deciding how the relationship ends.

When a Florida Court Can Dissolve an LLC at a Member’s Request

Judicial dissolution is the remedy most people have heard of, but it is not available just because the owners dislike each other. Under Section 605.0702, a member or manager can ask the circuit court to dissolve the company on specific grounds: the company’s activities are being conducted unlawfully; it is not reasonably practicable to carry on the business in line with the articles and operating agreement; those in control have acted, are acting, or are reasonably expected to act illegally or fraudulently; company assets are being misappropriated or wasted in a way that causes injury; or the managers or members are deadlocked, cannot break the deadlock, and the company faces irreparable injury.

Notice how much factual proof each ground requires. A deadlock claim needs evidence of the stalemate itself and of real harm to the company, not simply frustration. A misappropriation claim needs financial records. That is why the early work in these cases is often forensic: pulling bank statements, tracing transfers, and building a record before filing.

Dissolution is also not the only outcome. In a dissolution proceeding the court can, on a showing of sufficient merit, appoint a receiver or custodian under Section 605.0704, or order the company or other members to buy out the petitioning member under Section 605.0706. Before appointing a receiver or custodian, the court must hold a hearing after notice to the parties and any interested person it designates. Many cases settle through a negotiated buyout once the other side sees that the court has these tools available.

One more wrinkle matters for planning. If the operating agreement contains a deadlock sale provision, and that provision is initiated before the court finds that the deadlock ground exists, the contractual mechanism applies in place of a dissolution order or a court-ordered buyout, provided it is carried through. Reading the agreement closely before filing can therefore change the entire strategy.

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

The Andrew M. Schwartz Legal Team is a business and real estate litigation firm serving owners, investors, and families across Palm Beach County, Broward County, and South Florida, along with clients from New York, New Jersey, and Connecticut who hold business or real estate interests here. Founder Andrew M. He earned his undergraduate degree at Emory University in 1986 and his law degree at 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, which can start in circuit court and sometimes involve federal claims or parties from other states. The firm practices as a true legal team, so everyone working on your matter knows the file, and it keeps a strict 24 hour return call policy when attorneys are in court.

On the results side, the firm obtained a 32-page final judgment after a five-day bench trial in Broward County Circuit Court awarding its client specific performance of a commercial real estate contract. That outcome reflects the kind of document-heavy, record-driven trial work LLC disputes demand. The firm is also experienced in mediation and arbitration, and it looks for the resolution that fits the client’s goals and budget rather than prolonging a case for its own sake.

Types of LLC Member Disputes We Handle

• Deadlocked Management: Two equal members, or two blocs of members, cannot agree on a sale, a major expense, or who runs day-to-day operations. Statutory deadlock grounds and any contractual deadlock sale clause both come into play.
• Freeze-Outs of Minority Members: A majority member cuts a minority owner out of decisions, information, or distributions while continuing to draw compensation. Remedies can include an accounting, fiduciary duty claims, and a court-ordered buyout.
• Misappropriation and Missing Funds: Diverted company money, personal expenses run through company accounts, commingled funds, or managers who cannot account for cash. We pursue accountings and recovery, and seek emergency relief when assets are at risk of being moved.
• Breach of the Operating Agreement: Violations of capital call terms, transfer restrictions, non-compete provisions, voting thresholds, or distribution waterfalls. These cases often turn on exact contract wording and the parties’ course of dealing.
• Breach of Fiduciary Duty: Managers or controlling members who favor their own interests, usurp company opportunities, or transact with the company on unfair terms.
• Buyout and Valuation Fights: Disagreements over what a departing member’s interest is worth, which valuation method applies, and whether discounts should be taken.
• Expulsion and Dissociation: Efforts to remove a member for misconduct, or a member’s attempt to exit, governed first by the operating agreement and then by Florida’s statutory remedies.
• Family and Friend-Owned Companies: Siblings, parents and children, spouses, and longtime friends who co-own an LLC and now disagree about control, pay, or succession.

What to Do When a Dispute Among LLC Members Escalates

Start by gathering the documents that define the relationship: the articles of organization, the operating agreement and every amendment, capital contribution records, tax returns and K-1s, bank and credit card statements, financial statements, and meaningful emails or texts among the members. If you are a member, you generally have information rights, and a refusal to produce company records can itself become a claim. Preserve everything and do not delete messages, even ones you think are unhelpful.

Second, stop doing anything that could look like self-help. Moving money out of company accounts to “protect” it, changing locks, or cutting off the other side’s system access can hand your opponent a counterclaim. If you believe assets are being drained, the correct tool is a motion for a temporary injunction or other emergency relief, which a court can grant while the case is pending.

Third, watch the deadlines. A claim founded on a written instrument, such as an operating agreement, has a five-year limitations period. A contract claim not based on a written instrument has four years. Fraud claims run four years from discovery, subject to a 12-year outer limit. An action for specific performance has just one year. Which clock applies depends on how the claim is framed, so do not assume you have the longest one.

Fourth, know where the case will be heard. Disputes over this much money are filed in circuit court, which hears claims above the county court ceiling. In Palm Beach County, that is the Fifteenth Judicial Circuit, and circuit civil matters are heard at the main courthouse in West Palm Beach. If the company or the other parties are across the county line, a Broward County case belongs in the Seventeenth Judicial Circuit, which maintains a complex business division for dissolution of certain business entities and large business litigation. Federal court in West Palm Beach or Fort Lauderdale is a possibility when there is a federal claim or diversity of citizenship among the parties, which can occur when members live in different states.

Finally, consider whether the operating agreement requires mediation or arbitration before suit. Filing in court when the agreement mandates arbitration can cost time and money. We review the agreement first, then decide whether to negotiate, mediate, arbitrate, or file.

How These Cases Typically Resolve

Few LLC member disputes end with a judge dissolving the company and liquidating its assets. More often, the pressure created by a filed complaint, an injunction motion, or a custodian request pushes the parties toward a buyout, a sale of the business to a third party, or a structured separation in which one member takes certain assets or accounts. The value of litigation experience is that it lets you negotiate from a realistic read of what a court would do.

Valuation is frequently the real fight. Members may disagree about whether to value the company as a going concern, on its assets, or on projected earnings, and whether minority or marketability discounts apply. An operating agreement with a valuation formula can narrow this considerably; without one, expect competing expert opinions.

When real estate sits inside the LLC, or when members also co-own property outside it, the dispute can spill into partition or title claims. Our practice covers partition actions and quiet title matters, so related property issues can be handled in the same engagement rather than handed to a second firm.

Questions About LLC Member Disputes in West Palm Beach

Can I sue another member of my LLC in Florida?

Yes. Members can bring claims for breach of the operating agreement, breach of fiduciary duty, an accounting, and other relief, subject to any arbitration or mediation requirement in the agreement. Large disputes belong in circuit court.

What are the grounds for judicially dissolving an LLC?

A member or manager can seek dissolution if the company’s affairs are conducted unlawfully, carrying on the business as the governing documents require is not reasonably practicable, those in control have acted or are expected to act illegally or fraudulently, assets are being misappropriated or wasted to the company’s injury, or the owners are deadlocked and irreparable injury is threatened or occurring.

Can a court order a buyout instead of dissolving the company?

Yes. In a dissolution proceeding the court may order a purchase of the petitioning member’s interest. It may also appoint a receiver or custodian, after holding a hearing on notice to the parties.

What if my operating agreement has a deadlock sale clause?

If that provision is initiated before the court finds that the deadlock ground exists, and it is thereafter carried out, it generally governs in place of a judicial dissolution order or court-ordered buyout. The timing of who triggers what can therefore be decisive.

How long do I have to file a claim over an operating agreement breach?

A claim on a written instrument has a five-year limitations period. Claims not founded on a written instrument have four years, fraud runs four years from discovery with a 12-year cap, and specific performance actions must be brought within one year.

My business partner is moving company money. Can I stop it quickly?

Possibly. A court can issue injunctive relief to prevent assets from being moved or spent while the case is pending. Success depends on documentary proof of the diversion and a showing of harm, so gather bank records before you file.

Can a minority member force a buyout of their interest?

Not automatically. Florida law does not give a minority member a standalone right to demand payment. But if grounds for dissolution exist, the court’s authority to order a buyout under the dissolution statute gives a minority member real leverage, and many operating agreements include their own exit provisions.

Is it worth hiring a lawyer if the company is small?

Often yes, especially if the dispute is about control or missing money, because early steps such as preserving records, sending a proper demand, or seeking emergency relief can change the outcome. Cost-effectiveness matters, and we discuss budget and realistic goals at the outset.

Do I have to go to trial to resolve an LLC dispute?

No. Many disputes settle through negotiation, mediation, or arbitration. Our attorneys are experienced in each and in courtroom litigation, so we can pursue whichever path best serves your goals.

I live out of state but own part of a South Florida LLC. Can you handle the case?

Yes. We regularly represent clients from New York, New Jersey, and Connecticut with South Florida business interests. We handle the local court appearances and keep you informed so you do not need to travel for every hearing.

Do you work with referring attorneys on LLC matters?

Yes. A significant part of our practice comes from other lawyers, including out of state counsel whose clients have Florida disputes. We keep referring counsel updated and respect their relationship with the client.

Serving LLC Members Across West Palm Beach and the Surrounding Region

Our work begins in West Palm Beach, where the Fifteenth Judicial Circuit sits, and extends across Palm Beach County: Palm Beach, Lake Worth Beach, Lantana, Boynton Beach, Delray Beach, Boca Raton, Royal Palm Beach, Wellington, Palm Beach Gardens, Jupiter, Riviera Beach, North Palm Beach, and Greenacres.

Across the county line, we serve owners in Broward County, including Fort Lauderdale, Deerfield Beach, Pompano Beach, Coral Springs, Plantation, Hollywood, and neighboring communities, where the Seventeenth Judicial Circuit hears these cases. Beyond South Florida, we represent clients in New York, New Jersey, and Connecticut whose co-owners or company assets are here.

Speak With a West Palm Beach LLC Dispute Attorney

If you are locked in a conflict with a co-member, the sooner someone reads your operating agreement and reviews the financial picture, the more options you tend to have. The Andrew M. Schwartz Legal Team can evaluate whether your situation calls for negotiation, a buyout, emergency relief, or a filed claim. Call to speak with a West Palm Beach LLC dispute attorney about your company and what a realistic path forward looks like.