Keep your business moving when co-owners disagree

A partnership dispute is a disagreement between co-owners about how a business is run, paid for, or ended. Broward County owners who need a partnership dispute attorney can start by understanding how these conflicts work. KEW Legal practices business law as outside general counsel, with offices in Coral Gables and Sunny Isles Beach. Kristina E. Wilson is the lawyer responsible for this page.

What a Partnership Dispute Is and Who It Affects

A partnership dispute is a conflict between people who own a business together. It can center on money, control, duties, or the terms of an exit. The rules depend on the business form, so the first step is always the paperwork.

KEW Legal works with these business forms:

• General partnerships
• LLCs with more than one member
• Corporations with several shareholders
• Joint ventures

Each form has its own statute. The rules that apply to a partnership often depend on how it was formed and how the owners agreed to run it, so reviewing that structure with counsel is a sensible first step. Each type of business entity, such as an LLC or a corporation, can involve different rules for owners and management, so the entity’s formation documents often matter in a dispute.

This page is for Broward owners and investors whose co-owner has stopped cooperating, makes major decisions alone, or has started talking about leaving. KEW Legal practices business law across Miami-Dade and South Florida. Broward clients are served from the firm’s Coral Gables and Sunny Isles Beach offices.

Common Causes of Partnership Disputes

Partnership disputes often start with a deadlock, a money disagreement, or a fight over records. Common triggers include:

• Deadlock: owners split 50/50, or voting rules block a decision the business needs.
• Money: disagreements over capital contributions, unequal investment, distributions, or expense reimbursements.
• Records: one owner withholds books, bank records, or accounting information.
• Misuse of funds: claims that an owner took company money or benefits for personal gain.
• Exit: a partner wants out, but the agreement has no clear buyout price or terms.
• Competition: a partner starts a competing business or diverts clients, vendors, or opportunities.
• Missing paperwork: an operating agreement that is outdated, unsigned, or never written.
• Spillover: a vendor or contract dispute that grows into a fight between owners.

Deadlock has its own rules. For an LLC, a deadlock sale provision in the operating agreement can apply instead of judicial dissolution. That applies when members are deadlocked, cannot break it, and face irreparable injury, and the provision was started before the court rules (Fla. Stat. § 605.0702). Corporations have their own deadlock grounds under Fla. Stat. § 607.1430.

Waiting can cost options. Florida’s election and buyout rules include short windows, so an early review of the paperwork helps.

What the Representation Covers

KEW Legal covers the agreements, the records, the exit terms, and the court steps when a dispute reaches that point.

• Agreement review. Operating agreements, partnership agreements, shareholder agreements, and buy-sell terms, checked for rights, duties, and exit terms.
• Records demands. An LLC must keep records and give members information material to their rights. Within 10 days after a demand, the company must say what it will provide and when, and why if it declines (Fla. Stat. § 605.0410).
• Court-ordered inspection. If an LLC still refuses inspection, the circuit court may order it at the company’s expense (Fla. Stat. § 605.0411).
• Buyouts and exits. Negotiated buyouts, withdrawals, and restructuring, with written settlement terms drafted for the parties.
• Mediation. Structured talks for owners willing to work through a neutral process.
• Litigation. Suits in Florida courts for breach of contract, breach of fiduciary duty, and injunctions to protect company assets. Under Fla. Stat. § 605.04091, the duties of loyalty and care apply to members of a member-managed LLC and to managers of a manager-managed LLC, and the operating agreement may modify them within the limits of § 605.0105; the duty of loyalty includes refraining from competing with the company before dissolution.
• Outside general counsel. Contract review, vendor communication, and employee questions while the business keeps running.

How the Process Works

The process moves from a first consultation to document review, options, negotiation, and then resolution or a court filing. Here is what to expect:

1. First consultation. We review the facts, the business form, and your main concerns.
2. Document review. We examine the governing agreements, ownership records, and communications. We also list any deadlines or notice requirements.
3. Options review. We compare paths such as a negotiated buyout, mediation, dissolution, or litigation, with the risks of each. Some windows are short. An election to buy a petitioning member’s interest may be filed within 90 days after the petition (Fla. Stat. § 605.0706).
4. Negotiation or demand. We send a demand or open talks with the other owner or their counsel, with your approval at each stage. For a partner leaving a partnership, if no agreement comes within 120 days after a written demand, the partnership must pay its estimated buyout price in cash, plus accrued interest (Fla. Stat. § 620.8701).
5. Resolution or filing. You sign a settlement agreement, or we file suit in the proper Florida court if talks fail.

The timeline turns on the documents, the facts, and how the other owner responds. No fixed schedule can be promised.

Why Clients Work With KEW Legal

KEW Legal focuses on business law, and partnership disputes fit within that work. Broward owners who need a partnership dispute attorney get a practice that handles the business as a whole.

• Business law focus. The firm concentrates in partnership disputes, business contracts, commercial leases, employment issues for employers, succession planning, and business sales and acquisitions.
• Whole-business view. Outside general counsel work looks at the business as a whole, not only the dispute.
• Two offices. Offices in Coral Gables and Sunny Isles Beach, serving Broward County, Miami-Dade, and South Florida clients.
• Organized support. Our team of support staff keeps documents and communication organized. Kristina E. Wilson is the responsible lawyer.
• Clear options. Each option is explained in plain language, including its risks and tradeoffs.
• Referral notice. If a matter may be referred to another lawyer or firm, we will tell you at the start.

Partnership Dispute Questions Answered

Here are short answers to common questions about partnership disputes.

Can my partner remove me from the business?

The answer turns on the business form and the governing agreement. The first consultation is where those documents get reviewed.

Do I need a written operating agreement to have a claim?

A written agreement sets the rules. Where the agreement is silent, Florida’s LLC statute fills the gap (Fla. Stat. § 605.0105). The review shows which rules apply to your business.

Can I sue my partner in Broward County?

Florida’s venue statute generally requires filing where the defendant resides, where the claim arose, or where the disputed property is located (Fla. Stat. § 47.011). That rule does not apply to actions against nonresidents.

Do I have to go to court?

Some disputes settle through negotiation or mediation. Court is an option when those steps do not resolve the dispute.

How long do I have to act?

Deadlines vary by claim and business form, so start by checking the dates in your documents.

What does the first consultation cost?

The first consultation is free, confidential, and carries no obligation to continue.

Talk to KEW Legal About Your Partnership Dispute

If a co-owner has stopped cooperating, a buyout has stalled, or a deadlock is blocking decisions the business needs, a first conversation can help you sort out your options. Bring your operating or partnership agreement and any buyout correspondence. Call 305-990-2300 to schedule a consultation, or send a message through the KEW Legal contact page.