Resolving Joint Venture Disputes and Negotiating Buyouts in Miami

A joint venture dispute attorney in Miami helps co-owners settle fights over the terms, money or control of a shared project. KEW Legal is a Florida business law firm that works with business owners and investors in Miami-Dade and South Florida. This page explains the claims that arise in these disputes, the warning signs to watch for, and how a matter moves from first call to resolution. If you are in a live dispute now, you do not have to face it alone.

What a Joint Venture Dispute Covers and Who This Page Is For

A joint venture dispute is a disagreement between co-venturers over the terms, money or control of a shared business project. A joint venture is a collaboration between two or more parties for a defined project or purpose. It is usually set out in a written operating or venture agreement. A general partnership, by contrast, runs as an ongoing business.

The legal form matters. For an LLC, the operating agreement comes first.

This page is for co-investors, operating partners, developers and business owners in Miami, Coral Gables, Sunny Isles Beach, Aventura, Doral, Brickell, Fort Lauderdale and Broward County who are in a live dispute with a venture partner. It covers disputes over the venture’s terms. For broader context, see our partnership dispute work.

Claims KEW Legal Handles in Joint Venture Disputes

The main claims are breach of the venture agreement, exit and buyout disputes, profit-sharing and accounting claims, and requests to protect venture assets. Each one turns on the agreement’s wording and the facts of the project.

• Breach of the venture agreement. This can include failing to contribute agreed capital, self-dealing, or taking a venture opportunity for yourself. A member of a member-managed LLC owes duties of loyalty and care. Florida LLC member duties include accounting for profits drawn from a company opportunity.
• Exit and buyout disputes. Fights often center on valuation, triggering events, notice and payment timing. When a partner leaves a Florida partnership without ending it, the Florida partnership buyout rule sets a price tied to the greater of liquidation value or going-concern value. If no deal is reached within 120 days after written demand, the partnership must pay, in cash, its estimated buyout price and accrued interest, reduced by any offsets and accrued interest under subsection (3).
• Florida LLC distribution rule also says leaving the company does not by itself entitle a person to a distribution.
• The Florida LLC records rule sets that timeline.
• See the Florida direct action rule.
• Protecting venture assets. When a partner moves venture property or changes control, early review shows which steps the agreement and Florida law allow.

Warning Signs That a Joint Venture Dispute Is Developing

The earliest signs are usually money problems, decision deadlock, and changes made without partner approval. Spotting them early gives you more room to act.

• Distributions that arrive late, irregularly or not at all, or accounts the partners cannot reconcile.
• Deadlock on major decisions, such as refinancing, selling the project, or new capital calls.
• Capital calls issued without the notice or formula the agreement requires.
• Transfers of venture property, bank control or contracts without partner approval.
• A written notice of withdrawal, or a buyout offer whose valuation you dispute.

Early review matters for practical reasons. Notice deadlines, cure periods and document preservation can shape your options. Under Florida’s wrongful dissociation rule, a member who withdraws by express will before winding up can be wrongfully dissociated. That member is liable for damages the withdrawal causes.

How a Joint Venture Dispute Matter Proceeds

A matter usually moves through five steps: consultation, document review, assessment, demand and negotiation, and mediation or litigation if needed. The steps can overlap, and the path depends on the agreement and the facts.

1. Initial consultation. We review the parties, the project, the timeline and the dispute in outline. The first consultation is free, confidential and carries no obligation to continue.
2. Document review. We examine the venture or operating agreement, amendments, side letters, capital account records, bank statements and correspondence.
3. Assessment and strategy. We identify the claims and defenses the documents support, plus any notice, cure and dispute-resolution steps the agreement requires.
4. Demand and negotiation. We prepare a written demand, accounting request or response, and work toward exit terms, payment schedules or distribution corrections.
5. Mediation or litigation. Many agreements require mediation first. Under Florida’s court-ordered mediation rule, a court must refer a filed money-damages case to mediation on one party’s request, 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 an exception applies.

No timeline or result can be promised. Each matter moves at the pace its facts and the court calendar allow.

Why Work With KEW Legal on Joint Venture Disputes

KEW Legal works as outside general counsel for business owners and investors. That role involves reviewing your contracts as part of the work. The firm has offices in Coral Gables and Sunny Isles Beach.

• Kristina E. Wilson is the lawyer responsible for this page. The firm’s lawyers include Kristina E. Wilson and Natalie Martinez.
• The firm’s outside general counsel work covers partnership and vendor disputes, employee issues, contracts, commercial leases, buying and selling a business, and succession planning.
• When a venture dispute starts, counsel can review the venture using your leases, vendor contracts, employee matters and ownership structure.
• The firm focuses on business and investment matters for owners and investors across Miami-Dade and South Florida.

Frequently Asked Questions About Joint Venture Disputes in Florida

Talk With KEW Legal About Your Joint Venture Dispute

If your partner has cut off your distributions, sent a buyout notice you dispute, or started moving venture assets, time may matter. Call 305-990-2300 or send us a message through our contact page to schedule your consultation. Our offices in Coral Gables and Sunny Isles Beach are ready to review your agreement with you.