Set Partnership Terms in Writing Before Disagreements Begin

General Partnership Agreement Attorney Miami | KEW Legal

A general partnership agreement attorney in Miami helps co-owners write down their deal before a dispute starts. KEW Legal drafts these agreements and enforces them when a partner breaks the terms. The firm has offices in Coral Gables and Sunny Isles Beach and serves owners and investors across Miami-Dade and South Florida. Without a written agreement, Florida’s partnership law fills the gaps. Those default rules may not match the deal you actually made.

What a General Partnership Agreement Does and Who Needs One

A general partnership agreement is the written rulebook for how co-owners run their business together. Florida law says the agreement governs relations among partners. Chapter 620 of the Florida Statutes governs relations among partners only to the extent the partnership agreement does not otherwise provide, and the agreement may not vary certain listed rights and duties (Fla. Stat. § 620.8103).

Where the partnership agreement does not otherwise provide, the default rules apply. Unless the partnership agreement provides otherwise, this act governs relations among partners, and under the act each partner is entitled to an equal share of the partnership profits and has equal rights in the management and conduct of the business. A partner who put in most of the money still starts with an equal share.

Restaurant, retail, real estate, and service co-owners in Miami-Dade and Broward County face the same questions. Who funds the business? Who decides? Who takes a draw? Those answers are easiest to write before money changes hands or a new partner joins. An agreement can be drafted before the business opens or revised after years of operation.

What a Partner Agreement Covers When KEW Legal Drafts It

A drafted partner agreement covers money, decisions, authority, exits, and disputes. Each term is written in plain language, so every partner knows what they agreed to.

• Capital: what each partner contributes and how extra funding calls work.
• Profits and draws: sharing ratios, draw amounts, and distribution timing.
• Decisions: which choices one partner makes alone and which need a vote, such as taking on debt, signing leases, or selling assets.
• Signing authority: limits on what one partner can bind the business to. Outside ordinary business, a partner’s act binds the business only with all partners’ approval or a written grant (Fla. Stat. § 620.8301).
• Conduct rules: loyalty and care terms, including limits on competing.
• New partners: admitting a new partner requires every partner’s consent (Fla. Stat. § 620.8401).
• Exit and buyout: how a departing partner’s interest is valued and paid.
• Dissolution: events that end the partnership and the steps to wind it up.
• Records: partner access to books and information.
• Disputes: notice, negotiation, and mediation steps before any lawsuit.

Enforcing Partner Terms After the Agreement Is Signed

When a partner breaks the agreement, the others can enforce it through a written demand, negotiation, mediation, and, if needed, a lawsuit. The agreement’s own words set the starting point. Common breaches include:

• Skipping agreed capital contributions or required votes.
• Competing with the business before it dissolves. A partner must refrain from competing with the partnership before dissolution (Fla. Stat. § 620.8404).
• Keeping profit from partnership business. A partner must account to the partnership for that profit.
• Signing a contract outside the authority the agreement gives, without the consent it requires.

Florida’s duty of care is narrow. A partner must refrain from grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law. Ordinary carelessness does not breach that duty.

The other side of this is personal exposure. Under Fla. Stat. § 620.8306, all partners are jointly and severally liable for partnership obligations, unless a claimant agreed otherwise or the law provides otherwise, except that a person admitted into an existing partnership is not personally liable for obligations incurred before admission, and, for obligations incurred while the partnership is a limited liability partnership, those obligations are solely the partnership’s. Joint and several liability means each partner can be held responsible for the full obligation. That risk is why allocation terms belong in the written agreement.

How the Process Works, Step by Step

The process runs in six steps, from a first conversation through signing or a dispute plan. Each step builds on the one before.

1. Consultation. The first consultation is free, confidential, and carries no obligation to continue. We review the business, the partners, and your goals.
2. Document review. We read any existing agreement, amendments, operating records, bank signature cards, leases, and key contracts.
3. Drafting or revision. We prepare a draft covering the terms above and explain each provision in plain language.
4. Partner review. Each partner can request changes before anyone signs.
5. Signing. The final agreement and related consents go into the partnership’s records.
6. Dispute plan, if needed. We assess the agreement, the evidence, and the remedies. Then we recommend a written demand or a litigation plan. Under Fla. Stat. § 44.102, a court must refer many filed damages cases to mediation when a party asks, provided the requesting party is willing and able to pay the costs of the mediation or the costs can be equitably divided between the parties, subject to listed exceptions. Fla. Stat. § 44.102 reads: “(2) A court, under rules adopted by the Supreme Court: (a) Must, upon request of one party, refer to mediation any filed civil action for monetary damages, provided the requesting party is willing and able to pay the costs of the mediation or the costs can be equitably divided between the parties, unless: 1.”

Timing depends on the facts, including how many partners are involved, whether the terms are clear, and whether the other side will negotiate.

Documents and Information to Gather Before a Consultation

Gather every record that shows how the business was formed, funded, and run. Start with what you have. Gaps can be filled in later.

• Any partnership agreement, amendment, or side letter, signed or unsigned.
• Formation records and any fictitious name filings.
• Bank statements, signature cards, and records of recent withdrawals and distributions.
• Tax returns and partner allocation schedules, such as Schedule K-1 forms, for the years in question.
• Leases, vendor contracts, loan documents, and agreements signed in the last two years.
• Emails, texts, and meeting notes showing how major decisions were made or disputed.
• A short written timeline of the events behind the disagreement or planned change.

How KEW Legal Handles Partnership Agreements

KEW Legal focuses its practice on business law for owners and investors. The firm acts as outside general counsel on partnership, vendor, employment, lease, and succession matters. That means the same firm can draft your terms and later help enforce them.

Kristina E. Wilson is the lawyer responsible for this page. Natalie Martinez is also a lawyer with the firm. Our team handles intake, document organization, and scheduling, so your papers reach the right person.

The terms drafted at formation are the same terms used if a dispute arises later. The firm also explains the trade-offs of each provision, including what a clause protects and what it costs. That helps each partner make an informed decision.

Common Questions About Partnership Agreements in Florida

These are common questions about written partnership terms in Florida.

Talk With KEW Legal About Your Partnership Terms

If a partner signed a deal without your approval, or a buyout has stalled, you do not have to sort it out alone. The same is true for a new venture that needs partner terms before money changes hands. Call 305-990-2300 or send us a message, and we’ll review your agreement and your options with you.