Your Partner Took a Business Opportunity. Now What?

When a partner moves company money or takes a deal meant for the business, the company may have legal claims under Florida law. If a partner diverted company opportunity, a Florida attorney can help you sort out your options. This page explains the duties, the remedies, and the first steps. It is written for owners, co-investors, and members of Florida partnerships and LLCs, including people looking into this for a company or a co-owner.

What It Means When a Partner Takes Company Funds or Diverts an Opportunity

Disputes of this kind can arise in many different ways. The first is company money used for a partner’s personal benefit. The second is a company deal steered to the partner or a related entity.

The first often shows up as bank activity no one can explain, such as transfers labeled as loans or payments to a personal account. The second often shows up as a deal that quietly leaves the pipeline, or a third party who says your company was never the real buyer or seller.

Discovery is usually sudden. Owners often feel pressure to confront the partner right away. Slow down and gather the facts first. Written accusations can be used later, and records can change if no one preserves them.

If you are looking into this for a company or a co-owner, the same steps apply. Start with the documents that govern the business.

The Duties Florida Law Places on Partners and Members

Managers of manager-managed LLCs and members of member-managed LLCs owe fiduciary duties of loyalty and care to the company and its members. The loyalty duty covers company opportunities and profits taken from company activities.

For LLCs, Fla. Stat. § 605.04091 says a manager or member must account to the company for benefits from the appropriation of a company opportunity. It also bars dealing with the company as a party adverse to it, except to the extent a transaction satisfies the requirements of s. 605.04092, and competing with it before dissolution.

For partnerships, Fla. Stat. § 620.8404 limits partner duties to loyalty and care. The same accounting rule covers partnership opportunities and a partner’s use of partnership property.

The duty of care is narrow. It covers grossly negligent or reckless conduct, willful or intentional misconduct, and a knowing violation of law.

Self-interest alone is not enough. Under § 605.04091, a member does not violate a duty solely because the conduct furthers their own interest.

The written agreement matters too. The duties of loyalty and care under this section are owed by each manager or member, and the operating agreement’s ability to change them is set by § 605.0105. It cannot relieve a person from liability for conduct involving bad faith, willful or intentional misconduct, or a knowing violation of law, per Fla. Stat. § 605.0105.

Remedies Available Under Florida Law

In some cases, a member can also sue on the company’s behalf.

• Accounting. Rebuilding the books shows what came in and where it went. That trail is often the core of the claim.
• Records access. Partners can inspect partnership books during business hours under § 620.8403. If an LLC refuses inspection, a court may order it under § 605.0411, and the company may have to pay the costs, including attorney fees. Under Fla. Stat. § 605.0411(2), if the court orders inspection or copying of the records demanded, it shall also order the limited liability company to pay the costs, including reasonable attorney fees, reasonably incurred by the member, manager, or other person seeking the records to obtain the order and enforce its rights under this section unless the limited liability company proves that it refused inspection in good faith because the company had a reasonable basis for doubt about the right of the member, manager, or such other person to inspect or copy the records demanded.
• Management limits. In a partnership, acts outside the ordinary course need the consent of all partners, per § 620.8401.
• Derivative suit. A member may sue for the company after demanding action and allowing a reasonable time, not to exceed 90 days, or without demand if demand would be futile or cause irreparable injury to the company, under § 605.0802.
• Contract overlap. If a written contract covers the same deal, an unjust enrichment claim generally will not fit. See Williams v. Johnson.

How a Matter Typically Moves Forward

A matter usually moves from document review to a written demand, then records requests, then negotiation. Mediation or court comes next if talks stall.

1. Intake and review. We review the agreement, bank records, and the opportunity file.
2. Preservation demand. A letter asks the partner to keep records and account for the transfers.
3. Records requests. Requests go out under the statutes above.
4. Negotiation. Options include a repayment schedule, a buyout, or new management terms.
5. Mediation or litigation. If talks fail, interim relief may be sought where funds are at risk.

Timelines vary. The records, the number of parties, and the partner’s response all shape the pace. Florida sets time limits for many claims under § 95.11, so early review matters.

Evidence and Steps to Take Early

Preserve the records first. They show what happened and when.

• Bank statements, general ledger entries, loan agreements, and promissory notes.
• Wire confirmations, emails, and messages about the transfer or the opportunity.
• The operating or partnership agreement, amendments, and approval records.
• A dated timeline of when the company learned of each transfer.

Do not delete, edit, or reorganize company records. Hold off on written accusations until you have the facts. An LLC must keep its operating agreement and recent financial statements under § 605.0410, so request them early.

Timing matters for another reason. Under a general rule of ratification, a party who learns the facts and does not act can lose the right to undo a deal. See Flaherty v. Flaherty.

How KEW Legal Approaches Partner Diversion Disputes

KEW Legal is a Florida business law firm with offices in Coral Gables and Sunny Isles Beach. It serves business owners and investors across Miami-Dade and South Florida.

The firm works as outside general counsel for businesses. It focuses on partnership disputes, business contracts, employment matters for employers, and commercial real estate.

Kristina E. Wilson is the responsible lawyer for this page. The firm’s lawyers include Kristina E. Wilson and Natalie Martinez, and they work through the records, agreements, and negotiations that drive these matters.

Our team approaches each matter with organized document review, clear timelines, and practical next steps. No result is promised, because each dispute turns on its own facts.

Frequently Asked Questions

Talk With KEW Legal About Your Situation

Finding money moving to a partner, or a deal headed elsewhere, is a hard place to be. You may feel pressure to act fast without a clear map.

KEW Legal offers a free, confidential first consultation with no obligation to continue. Bring the operating or partnership agreement, the bank records, and your timeline. You can schedule a consultation online, call 305-990-2300, or send a message through the same page.