Outside General Counsel for Businesses in Sunny Isles Beach

Outside General Counsel for Businesses Sunny Isles Beach: Partner Disputes

Outside general counsel for businesses Sunny Isles Beach owners rely on can help co-owners resolve a disagreement and identify their options under the partnership or operating agreement. KEW Legal is a Florida business law firm with offices in Sunny Isles Beach and Coral Gables. The firm acts as outside general counsel for business owners and investors across Miami-Dade and South Florida. This guide explains the most common partner disputes, the documents to gather, and how the firm approaches these matters. Kristina E. Wilson is the lawyer responsible for this page.

Partner Disputes for Business Owners in Sunny Isles Beach

A partner dispute is a disagreement between co-owners about how a business is run, funded, or divided. These conflicts come up in operating businesses and investment projects in Sunny Isles Beach and across Miami-Dade.

The written agreement among the partners comes first. Under Fla. Stat. § 605.0105, the operating agreement governs relations among members and between the members and the company, subject to the exceptions in that statute. For that reason, the agreement is the first document to read.

Common Partner Dispute Situations in South Florida

Most partner disputes in South Florida center on a deadlock, money, control, or an exit. Each one has its own pressure point.

Deadlock. Owners cannot agree on a major decision, such as selling the business. The voting and approval terms in the agreement decide what can be done, so the agreement should be checked first.

Money. Owners disagree about capital contributions, distributions, or how profits and losses are shared. The agreement can change how money is split.

Control. Questions about who can access bank accounts and business records are one of the issues that can arise between partners. Under Fla. Stat. § 605.04091, a manager of a manager-managed LLC and a member of a member-managed LLC owe fiduciary duties of loyalty and care to the company and its members. The duty of loyalty includes accounting to the company and holding as trustee for it any property, profit, or benefit derived in the conduct or winding up of the company’s activities and affairs, from the use of company property, or from the appropriation of a company opportunity. The duty of care is to refrain from grossly negligent or reckless conduct, willful or intentional misconduct, or a knowing violation of law.

Exit. A partner wants to leave or asks to be bought out, and disagrees with the value or the payment terms. Partners who live outside Florida may face slower communication. Communication gaps can make the dispute worse.

Documents to Gather Before the First Meeting

Bring the signed agreement, all amendments, and records that show how money has moved. Organized documents help the first meeting focus on the facts that matter.

• The signed operating agreement (for an LLC) or partnership agreement (for a general partnership), with all amendments.
• Buy-sell or exit terms between partners, capital account records, and minutes of owner meetings.
• Bank statements, distribution records, and tax returns for the period in question.
• Emails, text messages, and written notices exchanged with your partner, organized by date.
• Leases, vendor contracts, or loan documents tied to the business, since they often interact with ownership terms.

Access to company records often matters in these disputes, so gather what you already have before the meeting.

How KEW Legal Handles Partner Disputes as Outside General Counsel

KEW Legal acts as outside general counsel. It reviews the agreement and advises on the dispute from the business’s point of view. The firm can consider several paths, including direct talks between owners, mediation, a negotiated buyout of an interest, and litigation if talks fail.

Which path fits depends on the facts of the agreement and the relationship between the parties. The first meeting focuses on those facts.

Service in Sunny Isles Beach, Aventura, and Miami-Dade

KEW Legal serves business owners and investors in Sunny Isles Beach, Aventura, Miami-Dade County, Brickell, Doral, Coral Gables, Fort Lauderdale, and Broward County. The firm has offices in Sunny Isles Beach and Coral Gables.

Kristina E. Wilson is the lawyer responsible for this page. This practice is supported by assistants and office staff. Our team also handles related matters, such as business succession planning, buying and selling a business, commercial lease agreements, and vendor disputes.

A partner dispute often overlaps with those areas. A buy-sell clause between partners can affect a commercial lease, and a vendor contract can depend on who controls the company. Reviewing these documents together helps the lawyer see how they fit.

Fees, First Consultation, and Important Information

The first consultation is free, confidential, and carries no obligation to continue. During that meeting, the firm reviews the facts you share and explains the paths that could apply.

We cannot promise any result, and no one can predict how a dispute will end. If a matter may be referred to another lawyer or firm, we will tell you during the consultation.

Can a partner see the company’s records?

The answer turns on the entity type, the operating agreement, and whether the person is still a partner. Under Fla. Stat. § 605.0105, the operating agreement governs relations among members, but it may not unreasonably restrict the information rights and duties in s. 605.0410, though it may impose reasonable restrictions on access to and use of that information.

What should I bring to the first consultation?

Bring the signed agreement, any amendments, and records of money moving between you and the business. Bring copies, not originals.

If your partner has cut off your access to records or insists on buying your interest when you do not agree, call KEW Legal at 305-990-2300 or send us a message to review your agreement.