West Palm Beach Partnership Dispute Attorney

When a co-owner stops answering questions about where the money went, or the two of you can no longer agree on whether to sell, hire, borrow, or shut the doors, the company often stalls while the disagreement grows. The Andrew M. Schwartz Legal Team handles business litigation and real estate litigation for owners and investors in West Palm Beach and across Palm Beach County and Broward County, and a West Palm Beach partnership dispute attorney at the firm can tell you quickly whether your problem is a contract fight, a fiduciary fight, or a fight over how to end the relationship.

Partnership disputes rarely have a single cause. They usually surface as a cluster: one owner is paid and the other is not, a capital contribution is disputed, a manager makes decisions the operating agreement never authorized, or two equal owners deadlock and nothing can be approved. Florida gives the owners of different entity types different tools to resolve these problems, and the entity you hold your interest in, whether an LLC, a corporation, or a general partnership, shapes everything that follows, from who can sue to what a court can order.

West Palm Beach is also where many of these cases are heard. Circuit court cases arising in Palm Beach County are filed in the Fifteenth Judicial Circuit, whose main civil courthouse is in downtown West Palm Beach, and disputes involving federal questions or parties from different states can end up in the Southern District of Florida, which also holds court in West Palm Beach. Knowing which forum fits your dispute is part of the first conversation, not an afterthought.

What Counts as a Partnership Dispute Under Florida Law

In everyday speech, “partnership dispute” covers any breakdown among co-owners of a business, not only disputes in a formal general partnership. Many of the clients who call us hold membership interests in an LLC or shares in a closely held corporation, and their disagreements are governed by the entity statutes, the operating or shareholder agreement, and the common law of fiduciary duty. The first task is to read the governing documents and the history of how the owners have actually dealt with one another, because courts look at both.

The remedies differ by entity. For an LLC, a circuit court can order dissolution on a petition from a member or manager when the owners are deadlocked and the company is suffering or threatened with irreparable injury, when it is no longer reasonably practicable to carry on the business under the operating agreement, when controlling members are acting illegally or fraudulently, or when company assets are being misappropriated or wasted. In those cases the court is not limited to an all-or-nothing choice. It can appoint a receiver or custodian after a hearing with notice to the parties, or it can order that the petitioner’s interest be purchased. If your operating agreement contains a deadlock sale mechanism that was triggered before the court found deadlock grounds, that contractual mechanism generally controls instead of a dissolution order.

For a corporation, a shareholder can seek judicial dissolution on statutory grounds, including abandonment of the business without a timely liquidation. Once such a proceeding starts, the corporation must notify the other shareholders within 30 days that they may avoid dissolution by electing to buy out the petitioner 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 the election is irrevocable unless the court finds it equitable to set it aside or modify it. During the case the court can also issue injunctions, appoint a receiver or custodian, and take other steps to preserve corporate assets. A shareholder who files for dissolution on certain grounds does not lose the right to use a compliant deadlock sale provision in a shareholder agreement.

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

The Andrew M. Schwartz Legal Team is a business and real estate litigation firm that represents business owners, investors, and families in the most difficult disputes in Palm Beach County, Broward County, and throughout South Florida, along with clients from New York, New Jersey, and Connecticut who hold business or real estate interests here. Andrew M. Schwartz, the firm’s founder, was admitted to The Florida Bar in 1989 and has spent 37 years in litigation, with a 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. 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.

The firm practices as a true legal team, which means everyone working on a matter knows the file and can answer when you call. There is a strict 24 hour return call policy when attorneys are in court, and conference calls are scheduled at times that work for everyone involved. That matters in partnership cases, where facts change quickly and a decision about an emergency motion cannot wait for one lawyer to be free.

Proof of trial work matters in a field where the paper says one thing and the parties’ conduct says another. After a 5-day bench trial in Broward County Circuit Court, the court issued a 32-page final judgment in May 2024 awarding the firm’s client specific performance of a commercial real estate contract. That result reflects the kind of detailed, document-driven preparation partnership cases require, where outcomes often turn on the precise wording of an agreement and the history of the parties’ dealings. The firm is also experienced in mediation and arbitration, and we look for the resolution that serves your goals and your budget rather than extending a case for its own sake.

The Kinds of Partnership Conflicts We Handle

• Deadlocked Management: Two equal owners, or two blocs of owners, cannot reach the vote needed to approve a budget, a hire, a loan, or a sale. Florida’s LLC and corporate statutes treat prolonged deadlock that threatens irreparable harm as a recognized ground for court intervention, and many operating and shareholder agreements add their own deadlock sale provisions.
• Buyouts and Valuation Fights: One owner wants out, or wants the other owner out, and the two sides disagree about what the interest is worth. Fair value, discounts, the treatment of debt, and the valuation date are common points of contention, and a statutory buyout election can move the case toward a negotiated price or a court-determined one.
• Breach of Operating and Shareholder Agreements: An owner ignores a transfer restriction, bypasses a required consent, competes with the company, or violates a distribution waterfall. These cases are contract cases first, and they are won or lost on the agreement’s language.
• Breach of Fiduciary Duty: A manager, controlling member, or majority shareholder uses the company for personal benefit, usurps an opportunity, or squeezes out a minority owner. The claim is separate from the contract and can support remedies beyond damages.
• Missing Funds and Unaccounted Money: Distributions stop, company accounts are commingled, capital contributions are disputed, or a partner cannot explain where money went. We pursue accountings, recovery of diverted funds, and, where assets are at risk of being moved, emergency injunctive relief.
• Judicial Dissolution and Winding Up: When the business cannot continue, a court can dissolve the entity and supervise how assets are liquidated and debts paid, or a structured wind-down can be negotiated without a trial.
• Family and Friend-Owned Businesses: Siblings who inherited a company, parents and children with different plans, or spouses and in-laws sharing ownership bring emotional weight to a dispute about control and compensation. We handle these with discretion while keeping the financial analysis clear-eyed.
• Co-Owned Real Estate Held Through a Business Relationship: When former partners own property together and cannot agree on its future, a partition action, a title dispute, or a quiet title action may be the practical way to separate.

What to Do in the First Weeks of a Partnership Dispute

Start by gathering the documents that define the relationship: the operating agreement, shareholder agreement, or partnership agreement, any amendments, the articles filed with the state, tax returns and K-1s, bank and credit card statements, the general ledger, loan documents, and the emails and texts that show how decisions were actually made. If you are a member or shareholder with a statutory right to inspect company records, that right can be a fast way to learn what has happened, and a lawyer can help you frame the request so it is difficult to deflect. Avoid taking company property or locking a co-owner out of accounts on your own; self-help of that kind frequently becomes the other side’s best exhibit.

Pay attention to deadlines, because they depend on the kind of claim. A claim based on a written instrument such as an operating agreement generally must be filed within five years. A claim on an oral or implied agreement has four years, a claim to rescind a contract has four years, and fraud has four years from discovery, subject to an outer limit of 12 years. A specific performance action carries a one-year period. Professional malpractice claims, which can come up when an accountant or lawyer for the business is part of the story, run two years from when the claim was or should have been discovered. If more than one theory applies, the shortest clock is the one that sets your timetable, so do not wait for a conflict to feel final before speaking to counsel.

If assets are being moved, a bank account drained, or a company about to be sold out from under you, ask about emergency relief right away. A temporary injunction can freeze the status quo while the merits are decided, and in a dissolution proceeding the court can appoint a receiver or custodian after notice and a hearing. Where the case belongs depends on the numbers and the issues. Disputes above the county court ceiling are heard in circuit court, and in Palm Beach County the Fifteenth Judicial Circuit handles them from the main civil courthouse in West Palm Beach, where cases are sorted into one of three tracks under the circuit’s differentiated case management order. Where the company, the property, or the other owners are in Broward County, the Seventeenth Judicial Circuit has a complex business division that handles dissolutions of certain business entities and large business litigation, and a case can be directly filed there only through the procedure the circuit’s administrative order sets out. A federal court filing in the Southern District of Florida is possible when federal jurisdiction exists, and that court sits in West Palm Beach and Fort Lauderdale.

Finally, think about how you want this to end before you decide how to fight. Some owners want to keep the company and buy out the other side, some want a clean exit at a fair number, and some want a sale of the whole business. A lawyer who has tried these cases can map each goal to a realistic path, whether negotiation, mediation, arbitration under the agreement, or a courtroom battle.

Partition and Title Problems When Partners Also Own Property

Many business relationships involve real estate: a building the company occupies, an investment property held in the partners’ names, or land inherited by siblings who also run a business together. When co-owners can no longer agree, Florida’s partition statute lets an owner ask a circuit court sitting in equity to divide the property or, if it cannot fairly be divided, to order it sold and the proceeds distributed according to each owner’s share. The complaint must describe the land, identify the owners and where they live, and state what each holds. If the court orders partition, it appoints three commissioners to evaluate whether division is possible, and if they report that division would prejudice the owners, the court can order a public sale. A sale on credit can be allowed for good cause, but at least a third of the price must be paid at the outset unless all parties agree otherwise.

There is a special track for inherited property. If the land is held by cotenants who acquired title through relatives and certain other conditions are met, such as relatives holding at least twenty percent of the interests, Florida’s Uniform Partition of Heirs Property Act applies, and partition in kind is favored unless the commissioners find that it would prejudice the cotenants as a group. Separate from partition, a quiet title action asks the court to cancel a conveyance or remove a cloud on title when someone who is not the rightful owner holds or asserts a competing claim, and the plaintiff generally has to trace title back at least seven years. These cases can be filed in any county where part of the land sits.

Questions Owners Ask About Partnership Disputes in West Palm Beach

Do I need to go to court to resolve a dispute with a business partner?

Not necessarily. Many partnership disputes are resolved through negotiation, mediation, or arbitration, especially when the operating agreement requires it. Court becomes the path when the other side will not engage, when emergency relief is needed, or when the only way to get a fair separation is a judicial order.

Can I force a partner out of my LLC?

It depends on your operating agreement and the partner’s conduct. Many agreements contain buyout, expulsion, or dissociation provisions. Without them, Florida’s LLC statute provides court remedies in cases of serious misconduct, misappropriation of assets, or a company that cannot function, though the usual remedy is a buyout or dissolution rather than a simple removal.

What is a business divorce?

A business divorce is the separation of co-owners of a company, whether partners, LLC members, or shareholders. It can end in a negotiated buyout, a sale of the business, a structured wind-down, or court-ordered dissolution when the owners cannot agree.

What if my partner is taking money from the business?

You may have claims for breach of fiduciary duty, an accounting, conversion, and recovery of the funds. If assets are at risk of being moved or spent, a court can issue injunctive relief while the case is pending, and in a dissolution case it can appoint a receiver or custodian.

How long do I have to file a lawsuit over a written partnership agreement?

Five years is the general period for a claim founded on a written instrument. Oral or implied agreements, rescission claims, and fraud claims have four-year periods, with fraud running from discovery and capped at 12 years. Specific performance is one year, so a claim that includes that remedy needs prompt attention.

What happens if my operating agreement has a deadlock sale clause?

If the clause is triggered before a court finds that deadlock grounds exist, the contractual process generally applies in place of a judicial dissolution order or a statutory buyout of the petitioning member. Whether a given clause was properly triggered is often the first thing contested.

Can I still sue if my partner and I never signed anything?

Yes, though the claims look different. An oral agreement or a course of dealing can support contract claims with a four-year limitation period, and fiduciary duty and accounting claims do not depend on a written contract. The challenge is proof, which is why early documentation of conversations, payments, and conduct matters.

What if my business partner is also a family member?

The legal analysis is the same, but the strategy changes. Family disputes often turn on unwritten expectations about control and compensation, and the goal is usually a resolution that preserves both the business value and what can be preserved of the relationship. We handle these matters with discretion while protecting your financial position.

Will the case be heard in Palm Beach County or somewhere else?

That turns on where the company is based, where the defendants reside, where the property sits, and what the agreement says about venue. Circuit court cases arising here are heard in the Fifteenth Judicial Circuit. If the business or property is in Broward County, the Seventeenth Judicial Circuit and its complex business division may be the right forum, and a federal filing is possible only where federal jurisdiction exists.

I live in New York, New Jersey, or Connecticut. Can you handle my Florida partnership dispute?

Yes. We regularly represent clients from the tri-state area whose partners or co-owned property are in South Florida. We handle the local court appearances and proceedings and keep you informed so you do not have to travel for every hearing.

Does the firm work with other lawyers on these cases?

Yes. A significant part of our practice comes from referrals by other attorneys, including out of state lawyers whose clients have disputes in Florida and Florida lawyers who do not handle business litigation. We communicate with referring counsel throughout the matter and respect the referring attorney’s relationship with the client.

Is it worth hiring a lawyer for a small partnership disagreement?

Often, yes, and early. A short review of the agreement and the facts can reveal whether the problem is solvable by a letter or a negotiation, whether a limitations clock is running, and what leverage you have. Our approach favors cost-effective solutions that make sense relative to what is at stake.

Serving Partnership Dispute Clients Across West Palm Beach and Palm Beach County

Our work for owners in West Palm Beach extends from the downtown business district and the Clematis Street corridor through the neighborhoods of Flamingo Park, El Cid, and Northwood, and out to the commercial areas along Okeechobee Boulevard and Military Trail. We also represent business owners and investors in Palm Beach, Lake Worth Beach, Lantana, Boynton Beach, and Delray Beach, as well as in Wellington, Royal Palm Beach, Greenacres, and Jupiter, and in Palm Beach Gardens, North Palm Beach, Riviera Beach, and Boca Raton. Clients in Belle Glade and the western communities of Palm Beach County are served as well.

Because partnership disputes often involve a company in one county and a co-owner or property in another, we also serve clients throughout Broward County, including Fort Lauderdale, Deerfield Beach, Pompano Beach, Coral Springs, Hollywood, and Plantation. And because so many South Florida businesses and investment properties are held by owners who live elsewhere, we represent clients from New York, New Jersey, and Connecticut with business or real estate interests in Palm Beach and Broward Counties, handling the Florida proceedings so they can protect their stake from a distance.

Speak With a West Palm Beach Partnership Dispute Lawyer Before the Dispute Hardens

The choices you make in the first weeks of a falling-out often shape the outcome: what you document, what you demand, what you agree to in writing, and whether you act before assets move. If you are in conflict with a partner, LLC member, shareholder, or co-owner, a West Palm Beach partnership dispute lawyer at the Andrew M. Schwartz Legal Team can review your agreement, explain the options Florida law gives you, and tell you honestly whether the right path is negotiation, mediation, or the courtroom. Call us to schedule a consultation and tell us where things stand.