West Palm Beach Shareholder Dispute Attorney

The Andrew M. Schwartz Legal Team represents shareholders, LLC members, partners, and family co-owners who find themselves in open conflict with the people they run a company alongside. The firm handles business litigation and real estate litigation for clients in West Palm Beach, throughout Palm Beach County, and across Broward County. If you are a minority shareholder who has been shut out of decisions, a co-owner who suspects money is leaving the company, or a founder whose partner has stopped cooperating, you need a West Palm Beach shareholder dispute attorney who knows both the statutes and the practical mechanics of getting a closely held company unstuck.

Most shareholder fights are not really about one bad meeting. They build over years: salaries that quietly rise for one owner, distributions that stop for another, books that nobody outside the inner circle is allowed to see, or a shareholder agreement that said one thing in the good years and means something very different now. By the time a lawyer is called, the questions are usually concrete. Can I force a buyout? Can the company be dissolved? Can someone stop the other side from moving money while we sort this out?

Florida law gives real answers to those questions, and the answers often turn on which type of entity you own and what your governing documents say. A corporation and an LLC follow different statutes, and an agreement you signed years ago may already contain the exit mechanism you are looking for.

How Florida Courts Resolve Shareholder and Member Deadlock

When owners cannot agree and the company cannot function, Florida gives a circuit court several tools. For corporations, a shareholder can petition for judicial dissolution on statutory grounds, including a corporation that has abandoned its business and failed within a reasonable time to liquidate, distribute its assets, and dissolve. Once a dissolution case is filed, the court is not limited to the all-or-nothing outcome people fear. It can issue injunctions, appoint a receiver or custodian while the case is pending, take steps to preserve company assets, and even keep the business running until a full hearing.

The corporate statute also builds in a way for the company to avoid dissolution. The corporation, or if it declines, one or more of the other shareholders, can elect to buy out the petitioning shareholder’s shares at fair value. The corporation must notify the other shareholders of that option within 30 days after the dissolution case begins. If the parties agree on fair 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 set it aside or modify it, so anyone considering one should think hard before filing.

For LLCs, the grounds are set out separately. A member or manager can seek judicial dissolution when the company’s activities are conducted unlawfully, when it is not reasonably practicable to operate in line with the articles and operating agreement, when those in control have acted or are reasonably expected to act illegally or fraudulently, when assets are being misappropriated or wasted to the company’s injury, or when managers or members are deadlocked and irreparable injury to the company is threatened or occurring. In an LLC case, the court can appoint a receiver or custodian after a hearing, or order the purchase of a petitioning member’s interest instead of dissolving.

One point catches people off guard: if your operating agreement or shareholder agreement has a deadlock sale provision and it is initiated before the court determines that deadlock grounds exist, that contractual process can take the place of a judicial dissolution order. Reading your agreement before filing anything is not a formality. It can decide which path you are on.

Why Choose the Andrew M. Schwartz Legal Team for a Shareholder Dispute

The Andrew M. Schwartz Legal Team represents business owners, investors, and families in some of South Florida’s hardest business and real estate disputes, serving clients in West Palm Beach, Boca Raton, Fort Lauderdale, and throughout Palm Beach County and Broward County. Schwartz has spent 37 years in litigation. He earned his undergraduate degree from Emory University in 1986 and his law degree from the University of Miami in 1989. His career has centered on complex contract disputes, business divorces, and conflicts between partners, LLC members, and shareholders, which is the territory these cases occupy.

Andrew is joined by Sundeep Nath, Senior Counsel, a Northwestern-trained litigator with years of experience in business and real estate cases in both state and federal courts. That federal experience matters in South Florida, where the Southern District of Florida holds court in West Palm Beach and Fort Lauderdale. The firm works as a true legal team, so everyone handling your matter knows the file, and a strict 24 hour return call policy applies when the attorneys are in court.

On the results side, the firm obtained a 32-page final judgment from the Broward County Circuit Court, issued after a 5-day bench trial, awarding its client specific performance of a commercial real estate contract. It is a useful illustration of how these cases are won: by preparing the contract language and the history of the parties’ dealings in close detail. The firm is also experienced in mediation and arbitration, and it looks for the resolution that fits a client’s goals and budget rather than stretching a case out. Many clients are out of state owners with a South Florida company, and the firm handles the local court appearances so they do not have to travel for every hearing. A significant part of the practice also comes from referrals by other attorneys.

Situations That Lead to Shareholder and Co-Owner Litigation

• Oppression of a Minority Owner: Majority holders cut a minority shareholder out of management, stop paying distributions while paying themselves, or deny access to company records. Remedies can include claims for breach of fiduciary duty, an accounting, a court-ordered buyout, or dissolution.
• Deadlocked Management: Two 50 percent owners, or two equal factions, cannot agree on anything and operations stall. Florida’s LLC and corporate dissolution statutes treat deadlock with threatened or actual irreparable injury as a recognized ground for court intervention.
• Buyout and Valuation Fights: Owners agree someone should leave but not on what the shares are worth. Valuation disputes drive many of the cases that end in a fair-value purchase, whether negotiated, contractual, or court-directed.
• Breach of a Shareholder or Operating Agreement: Restrictions on transfers, buy-sell triggers, non-compete terms, and voting provisions get ignored or reinterpreted. These cases turn on the exact wording and how the parties actually behaved.
• Diverted Funds and Missing Money: Unpaid distributions, commingled accounts, personal expenses run through the company, and managers who cannot account for cash. Claims include an accounting, breach of fiduciary duty, and recovery of the funds, often paired with a request for emergency relief.
• Family Business Disputes: Siblings who inherited shares together, parents and children with different plans, or spouses and in-laws who share ownership. These need discretion alongside firm protection of your financial position.
• Shared Real Estate Held Through the Business: When a company’s real property is the real asset at stake, the dispute may overlap with partition, title, or quiet title issues in the Palm Beach County courts.

What to Do Now If Your Company Is Splitting Apart

Start by getting the governing documents in front of you: the articles of incorporation or organization, bylaws or operating agreement, any shareholder agreement, and every amendment. Look specifically for buy-sell clauses, deadlock sale provisions, dispute resolution or arbitration requirements, and fee-shifting language. These documents often decide whether your case belongs in court, in arbitration, or in a negotiated exit.

Next, collect the financial record while you still have access to it. Tax returns, bank and credit card statements, general ledgers, payroll records, loan documents, and capital contribution records are the backbone of most claims about missing money or unequal treatment. If you are being locked out of systems, write down exactly when and how that happened. Do not delete, alter, or remove company property, and do not retaliate by moving funds yourself. A claim that was strong can be badly weakened by self-help.

Watch the clock. Florida sets a five-year limitations period for actions founded on a written instrument, which covers many shareholder and operating agreement claims. Contract claims not based on a written instrument carry four years, a rescission action carries four years, and a fraud claim generally runs four years from discovery, subject to an outer limit of 12 years. A specific performance action has a one-year period. Because the right deadline depends on how a claim is framed, do not assume you have time.

On venue, a Palm Beach County dispute is generally heard in the Fifteenth Judicial Circuit, which sits in and for Palm Beach County, with civil matters handled at the main courthouse in West Palm Beach. Disputes over $50,000 belong in circuit court rather than county court. If the company or the dispute is centered in Broward County, the Seventeenth Judicial Circuit applies, and it operates a complex business division that handles matters such as the dissolution of certain business entities and large business litigation. The federal Southern District of Florida also holds court in West Palm Beach and Fort Lauderdale when jurisdiction allows.

If you fear assets are being moved, say so early. Courts can grant temporary and emergency injunctive relief, and in a dissolution case they can appoint a receiver or custodian after notice and a hearing. Waiting often means the money is gone before anyone can ask a judge to stop it.

Questions Shareholders in Palm Beach County Ask

Can a minority shareholder force a buyout in Florida?

Not automatically. A minority shareholder can file for judicial dissolution on statutory grounds, and in a corporate dissolution case the corporation or the other shareholders can elect to purchase the petitioner’s shares at fair value. A buyout also may be available under your shareholder agreement. Which route applies depends on your documents and the facts.

What is the difference between a shareholder dispute and an LLC member dispute?

Shareholders own a corporation, governed by Florida’s business corporation statute, while members own an LLC, governed by the LLC statute. The grounds for dissolution and the buyout mechanisms differ, though the underlying conflicts, such as deadlock, oppression, and misappropriation, are similar. We handle both.

Can a court dissolve a company over a deadlock?

For an LLC, yes, when managers or members are deadlocked, cannot break the deadlock, and irreparable injury to the company is threatened or being suffered. Courts also have alternatives, including appointing a custodian or ordering a buyout. If your agreement has a deadlock sale provision that was initiated first, that process can apply instead.

What happens during the 60-day window after a purchase election?

If a purchase election is filed in a corporate dissolution case and the parties agree on fair value and terms within 60 days after the first election, the court enters an order directing the purchase on those terms. If they cannot agree, the court becomes involved in setting fair value.

Can I stop a partner from draining company accounts while the case is pending?

Often, yes. Courts can issue temporary and emergency injunctions, and in dissolution cases they can appoint a receiver or custodian and take steps to preserve assets. The earlier you present evidence of diversion, the more realistic this relief becomes.

Do I have to sue, or can this be resolved without court?

Many disputes settle through negotiation, mediation, or arbitration, and some agreements require it. Our attorneys are experienced in all three and in the courtroom, and we pursue whichever route is most likely to meet your goals efficiently.

My co-owner is a family member. Does that change anything?

The law is the same, but the practice differs. Family disputes carry emotional weight and often involve informal understandings that were never written down. We handle them with discretion while still protecting your financial position, and a negotiated separation is frequently more realistic than a public fight.

I live in New York, New Jersey, or Connecticut. Can I handle this remotely?

Generally yes. We regularly represent out of state owners of South Florida businesses, handle the local court appearances, and keep you informed, so you do not need to travel for every hearing.

How long does a shareholder case take in the Palm Beach County courts?

It varies widely. Cases that resolve through a negotiated buyout or mediation can finish in months, while contested valuation or dissolution trials take considerably longer. Palm Beach County assigns civil cases to differentiated case management tracks, which affects scheduling, so timing depends on the complexity of your case.

If the company owns real estate, can that be separated from the business fight?

Sometimes. When co-owners hold property directly, Florida’s partition statutes let a court divide the property or order it sold at public auction and divide the proceeds. If title is clouded, a quiet title action can clear it. When the company itself holds the property, the dispute usually stays within the dissolution or buyout case.

Is it worth hiring a lawyer for a smaller company dispute?

Often it is, because a short, early consultation can show you whether your agreement already gives you an exit, and whether the cost of litigating makes sense. We aim for solutions in line with common sense, not fees that outweigh the dispute.

Serving Shareholder Dispute Clients Across West Palm Beach and South Florida

We represent business owners in West Palm Beach itself, including downtown, the Northwood and Flamingo Park neighborhoods, and the Clematis Street and Okeechobee Boulevard business corridors. Our reach extends across Palm Beach County to Palm Beach, Lake Worth Beach, Lantana, Boynton Beach, Delray Beach, Boca Raton, Royal Palm Beach, Wellington, Greenacres, Jupiter, Palm Beach Gardens, Riviera Beach, and North Palm Beach. We also serve clients in Broward County, including Fort Lauderdale, Deerfield Beach, Pompano Beach, Coral Springs, Plantation, and Hollywood, and throughout South Florida.

Talk With a West Palm Beach Shareholder Dispute Lawyer

If you are locked in a disagreement with a business partner, co-shareholder, or fellow LLC member, the sooner someone reads your agreements and reviews the numbers, the more options you will have. A West Palm Beach shareholder dispute lawyer at the Andrew M. Schwartz Legal Team can explain where you stand, whether a buyout, a negotiated separation, or litigation fits your situation, and what protection is available if assets are at risk. Call to schedule a consultation.