Partner Not Living Up to the Deal?

Can You Sue a Business Partner? The Short Answer

Yes, you can sue a business partner when that partner breaks a legal duty or a written agreement and the conduct harms you or the business. Whether a claim works depends on the facts, how the business is organized, and what the agreements say.

Florida law sets out the duties partners owe each other. Under Florida’s LLC standards of conduct, a member of a manager-managed LLC does not owe fiduciary duties solely by reason of being a member.

This page is for co-owners, minority partners, and investors in Miami-Dade and Broward County who are deciding whether to act. It covers the grounds for a claim, how the agreement shapes the outcome, and what the process looks like.

Grounds for Suing a Business Partner

Common grounds include breach of the agreement, breach of fiduciary duty, fraud, conversion, and negligence. A fiduciary duty is a duty of trust that a partner or manager owes the business and the other owners.

• Breach of the agreement. Examples include skipping required capital contributions, ignoring voting or distribution terms, or ignoring a buy-sell provision.
• Breach of fiduciary duty. Under Florida’s LLC standards, a member or manager must account for any benefit gained from company property or a company opportunity. The duty of care covers grossly negligent or reckless conduct, willful misconduct, and knowing violations of law. Florida’s partner conduct rules state the same limited duty of care for partners.
• Fraud. False statements that led you to invest, buy in, or stay in the business.
• Company assets. Partners and owners may disagree about how company funds, equipment, or customer lists are used.
• Negligence. Under Florida’s partner and LLC statutes, a partner’s duty of care is limited to grossly negligent or reckless conduct, intentional or willful misconduct, and knowing violations of law. Under Fla. Stat. § 95.11, the filing period for an action founded on negligence depends on when the claim accrued: the two-year period applies to causes of action that accrued after the 2023 amendment (HB 837), while earlier claims carried a four-year period, and accrual and tolling rules may also apply. Other partner claims, such as fiduciary, contract and fraud claims, carry different periods.
• Exiting a partnership. Partnership agreements often address notice and buyout terms, and questions about how an owner may leave depend on the agreement’s wording.

Not every self-interested act is a breach. A manager does not violate a duty solely because the conduct furthers the manager’s own interest.

Can LLC Members Sue Each Other?

Yes, LLC members can sue each other. The operating agreement governs relations among members and between members and the company. Florida’s LLC scope rules say the state LLC chapter fills any matter the agreement does not address.

A member can bring a direct action when the member suffered an injury that is not solely an injury to the company. A member must plead and prove an actual or threatened injury that is not solely the result of an injury to the company. Florida’s direct action rule sets out these requirements.

A derivative action enforces a right of the company. The member generally must first demand that the other members or managers act. The derivative action statute allows the demand step to be skipped if it would be futile or if waiting would cause irreparable injury to the company.

Members are generally shielded from company debts. Florida’s liability rule says a member is not personally liable for company debts solely because they are a member.

What Your Partnership or Operating Agreement Controls

The written agreement sets most of the rules. It covers who decides, how money moves, and how an owner exits. Florida’s default rules generally apply where the agreement is silent, but certain statutory provisions are mandatory and cannot be varied by the operating agreement.

An operating agreement can change some duty-of-loyalty terms, but only if the terms are not manifestly unreasonable. It cannot excuse bad faith, willful misconduct, or a knowing violation of law. A court decides that question as a matter of law, using the facts that existed when the term was adopted. See Florida’s operating agreement limits.

Arbitration clauses matter too. Florida’s arbitration statute makes a written agreement to arbitrate valid, enforceable, and irrevocable, except on grounds that exist for revoking any contract. An arbitration clause can move a dispute out of court.

Oral understandings can still matter. They are harder to prove than written terms. A clear written agreement signed before a dispute is the most practical way to define each owner’s rights.

What Happens After You Contact KEW Legal: Process and Timeline

Most partner disputes move through intake, document review, a written demand, and then mediation, arbitration, or a lawsuit if needed. The steps below describe the general sequence.

1. Intake. A confidential review of the business structure, the agreements, and the events behind the dispute.
2. Document review. Bank records, emails, meeting minutes, tax filings, and governing documents. Florida’s Sunbiz database is the state’s online system for business entity filings.
3. Preservation. Written notices and steps to protect records and assets while options are weighed.
4. Demand and negotiation. A written demand, settlement talks, or a buyout proposal.
5. Mediation or arbitration. Used when the agreement requires it.
6. Litigation, if needed. Filing, discovery, motions, and trial or settlement. The timeline varies with the claims, the court, and the other side’s response.

Avoid self-help steps such as changing locks, moving funds without authority, or deleting messages. These steps can weaken your position.

Why Work With KEW Legal on a Partner Dispute

KEW Legal is a Florida business law practice with offices in Coral Gables and Sunny Isles Beach. It serves owners and investors across Miami-Dade and South Florida. Kristina E. Wilson is the lawyer responsible for this page, and our team of support staff assists with each matter.

The practice works as outside general counsel. That means ongoing advice on contracts, commercial leases, employees, and disputes, not only a single transaction. Services include:

• Partnership dispute matters
• Business contract and vendor disputes
• Employment law for employers
• Business acquisition and sale
• Business succession planning
• Commercial leases and commercial eviction
• Real estate investment matters

The IRS business structures guidance explains how federal tax classification applies to different entity types. The first consultation is free, confidential, and carries no obligation to continue.

Questions Partners Ask Before They Sue

Can I sue my business partner for negligence? Whether a partner’s conduct supports a claim depends on the facts and the governing agreement, and under the partner and LLC statutes, the duty of care is limited to grossly negligent or reckless conduct, intentional or willful misconduct, and knowing violations of law. Under the 2023 amendment (HB 837), negligence claims that accrued after its effective date generally must start within two years, while earlier claims carried four years, and accrual and tolling rules may apply.

What is the agreement between two partners called? It is a partnership agreement. For an LLC, the equivalent is an operating agreement.

What happens if a partnership fails? When a partnership dissolves, it winds up its business. Under Fla. Stat. § 620.8807, each partner is generally entitled to a settlement of partnership accounts, with profits and losses credited and charged to each partner, unless the partnership agreement provides otherwise.

Can the owner of an LLC be sued personally? Personal liability may arise from the owner’s own wrongful acts, from a separate personal obligation, or in other recognized circumstances, such as piercing the company veil. Owning an interest alone is not enough.

Will a lawsuit end the business? Litigation is one option alongside negotiation and mediation. The right path depends on the facts and the agreement.

Next Step: Talk With Kristina E. Wilson About Your Partner Dispute

If a partner has cut off your access to records, moved company money, or left without following the agreement, you may have a claim worth reviewing. Our team can walk through the facts with you in a free first consultation that is confidential and carries no obligation to continue. Call 305-990-2300 or send us a message to schedule your confidential consultation with Kristina E. Wilson.