{"id":290,"date":"2026-10-16T17:26:56","date_gmt":"2026-10-16T17:26:56","guid":{"rendered":"https:\/\/34-24-254-23.nip.io\/?page_id=290"},"modified":"2026-10-27T14:53:29","modified_gmt":"2026-10-27T14:53:29","slug":"business-partner-disputes-florida","status":"publish","type":"page","link":"https:\/\/kewlegal.com\/resources\/business-partner-disputes-florida\/","title":{"rendered":"Business Partner Disputes Florida: What to Do First"},"content":{"rendered":"\n<div class=\"wp-block-cover alignfull is-dark\" style=\"min-height:460px;aspect-ratio:unset;\"><span aria-hidden=\"true\" class=\"wp-block-cover__background has-secondary-background-color has-background-dim-60 has-background-dim\"><\/span><img class=\"wp-block-cover__image-background wp-image-287\" alt=\"A desk with vendor invoices, a contract notice, and an open legal folder documenting a business dispute.\" src=\"https:\/\/kewlegal.com\/resources\/wp-content\/uploads\/2026\/10\/a-desk-with-vendor-invoices-a-contract-notice-and-an-open-le-photo.jpg\" width=\"1376\" height=\"768\" srcset=\"https:\/\/kewlegal.com\/resources\/wp-content\/uploads\/2026\/10\/a-desk-with-vendor-invoices-a-contract-notice-and-an-open-le-photo-150x150.jpg 150w, https:\/\/kewlegal.com\/resources\/wp-content\/uploads\/2026\/10\/a-desk-with-vendor-invoices-a-contract-notice-and-an-open-le-photo-300x167.jpg 300w, https:\/\/kewlegal.com\/resources\/wp-content\/uploads\/2026\/10\/a-desk-with-vendor-invoices-a-contract-notice-and-an-open-le-photo-768x429.jpg 768w, https:\/\/kewlegal.com\/resources\/wp-content\/uploads\/2026\/10\/a-desk-with-vendor-invoices-a-contract-notice-and-an-open-le-photo-1024x572.jpg 1024w, https:\/\/kewlegal.com\/resources\/wp-content\/uploads\/2026\/10\/a-desk-with-vendor-invoices-a-contract-notice-and-an-open-le-photo.jpg 1376w\" sizes=\"(max-width: 825px) 825px, 100vw\" fetchpriority=\"high\" decoding=\"async\"\/><div class=\"wp-block-cover__inner-container has-global-padding is-layout-constrained wp-block-cover-is-layout-constrained\">\n<p class=\"chg-eyebrow has-base-color has-text-color wp-block-paragraph\">Partnership Dispute Attorney | Coral Gables &amp; Sunny Isles Beach<\/p><h1 class=\"wp-block-heading has-base-color has-text-color\">Business Partner Disagreement? Start With the Right First Steps<\/h1><p class=\"has-base-color has-text-color wp-block-paragraph\" style=\"font-size:clamp(0.875rem, 0.875rem + ((1vw - 0.2rem) * 0.625), 1.25rem);\">KEW Legal is a Florida business law firm that focuses on partnership disputes for owners and investors across Miami-Dade and South Florida, with offices in Coral Gables and Sunny Isles Beach.<\/p><div class=\"wp-block-buttons is-layout-flex wp-block-buttons-is-layout-flex\"><div class=\"wp-block-button chg-cta chg-cta-call\"><a class=\"wp-block-button__link wp-element-button\" href=\"tel:+13059902300\">Schedule a Consultation<\/a><\/div><div class=\"wp-block-button chg-cta chg-cta-form\"><a class=\"wp-block-button__link wp-element-button\" href=\"https:\/\/kewlegal.com\/contact-us\/\">Schedule a Consultation<\/a><\/div><\/div>\n<\/div><\/div>\n\n\n<p class=\"wp-block-paragraph\" style=\"font-size:0.85rem;color:#6b7280;margin-bottom:1.5rem\">By Kristina E. Wilson \u00b7 Published October 12, 2026<\/p>\n\n<article lang=\"en\">\n\n\n<p>If your business partners disagree, the first steps are to keep records, read your governing documents, and send a written demand. Hold off on locking anyone out or moving money until you have done those things.<\/p>\n<p>This guide explains what to do when business partners disagree in Florida. This page walks through why disputes between business partners tend to arise and what an owner may want to think about early on. It is general information, not a prediction of how your matter would turn out.<\/p>\n<p>KEW Legal is a Florida business law firm with offices in Coral Gables and Sunny Isles Beach. The firm focuses on partnership disputes and outside general counsel work for business owners and investors in Miami-Dade and Broward County. If a matter falls outside that focus, it may be referred to another lawyer or firm.<\/p>\n<h2>Understanding a Business Partner Dispute in Florida<\/h2>\n<p>A business partner dispute is a disagreement among co-owners about money, control, conduct, or the direction of the business. It can involve an LLC, a partnership, or a closely held corporation.<\/p>\n<p>Most disputes trace back to a few common causes:<\/p>\n<ul>\n<li>Money moving without clear records or approval<\/li>\n<li>Self-dealing, where one owner profits from a deal that belonged to the company<\/li>\n<li>Missed capital contributions or distributions that are not shared evenly<\/li>\n<li>A deadlock on a major decision, such as a lease or a large contract<\/li>\n<li>Breach of fiduciary duty, which is the duty an owner owes to the company and the other owners<\/li>\n<\/ul>\n<p>Limited liability companies formed in Florida are governed by a state statute, the Florida Revised Limited Liability Company Act. Under <a href=\"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&amp;URL=0600-0699\/0620\/Sections\/0620.8403.html\">Fla. Stat. \u00a7 620.8403<\/a>, a partnership must keep its books and records, if any, at its chief executive office and must give partners and their agents and attorneys access to inspect and copy them during ordinary business hours. Under <a href=\"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&amp;URL=0600-0699\/0605\/Sections\/0605.04091.html\">Fla. Stat. \u00a7 605.04091<\/a>, each manager or member owes duties of loyalty and care. The duty of loyalty requires an owner to account for profit gained from company activities.<\/p>\n<p>Early warning signs often look like this. Financial statements stop arriving. Money leaves an account without explanation. You lose access to bank records. Contracts get signed without your knowledge. Votes never happen. These signs do not prove wrongdoing, but they call for a closer look at the documents.<\/p>\n\n<figure class=\"wp-block-image size-large has-custom-border\"><img decoding=\"async\" src=\"https:\/\/kewlegal.com\/resources\/wp-content\/uploads\/2026\/10\/two-lawyers-sit-across-a-conference-table-from-frustrated-cl-photo.jpg\" alt=\"Two lawyers sit across a conference table from frustrated clients during a tense mediation meeting in an office.\" style=\"border-radius:8px;width:100%;aspect-ratio:16\/9;object-fit:cover\"\/><\/figure>\n\n<div class=\"cta-dose-mid wp-block-group has-contrast-color has-surface-background-color has-text-color has-background has-global-padding is-layout-constrained wp-container-core-group-is-layout-32197852 wp-block-group-is-layout-constrained\" style=\"background-color:var(--wp--preset--color--surface,#f2f3f5);color:var(--wp--preset--color--contrast,#22252b);border-radius:8px;padding-top:1.5rem;padding-bottom:1.5rem;padding-left:1.5rem;padding-right:1.5rem;border-left:6px solid var(--wp--preset--color--cta,currentColor);box-shadow:0 2px 10px rgba(0,0,0,0.18)\">\n<h3 class=\"wp-block-heading has-contrast-color has-text-color\">Not sure what your next step is?<\/h3><p class=\"wp-block-paragraph\">Talk it through with our team &#8212; the first consultation is free, confidential, and carries no obligation.<\/p><div class=\"wp-block-buttons is-layout-flex wp-block-buttons-is-layout-flex\"><div class=\"wp-block-button chg-cta-call\"><a class=\"wp-block-button__link wp-element-button\" href=\"tel:+13059902300\">Get a free consultation<\/a><\/div><div class=\"wp-block-button chg-cta-form\"><a class=\"wp-block-button__link wp-element-button\" href=\"https:\/\/kewlegal.com\/contact-us\/\">Get a free consultation<\/a><\/div><\/div>\n<\/div>\n<h2>What to Do First When a Partner Dispute Surfaces<\/h2>\n<p>The first steps are to preserve records, avoid self-help, and stop making informal commitments for the company. These steps protect your position while you decide what to do next.<\/p>\n<p>Start by collecting what you already have. That includes bank statements, ledgers, emails, text messages, meeting notes, and the company&#8217;s formation and ownership papers. Keep originals. Do not edit or delete anything, even if you think it is unimportant.<\/p>\n<p>Avoid self-help. Do not change locks, redirect payments, or cut a partner off from accounts before you review your rights. A move that feels justified can create its own legal problem, and it can weaken your position.<\/p>\n<p>Write down every decision made since the problem began. If a partner signs a deal alone, record when you learned about it and what you did next. A clear timeline helps a lawyer see the facts quickly.<\/p>\n<p>An early legal review is a reasonable step. A review looks at the governing documents and the facts together. It produces general legal analysis. It does not predict how a court or another owner will respond.<\/p>\n<h2>Review Your Operating Agreement and Governing Documents<\/h2>\n<p>Your operating agreement or partnership agreement is usually the first document to read. Under <a href=\"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&amp;URL=0600-0699\/0605\/Sections\/0605.0105.html\">Fla. Stat. \u00a7 605.0105<\/a>, the operating agreement governs relations among members and between the members and the company. If the agreement does not address a matter, the statute governs it.<\/p>\n<p>Look for specific clauses. These include voting thresholds, capital contribution rules, buy-sell terms, removal procedures, and dispute resolution clauses. Some agreements require mediation or arbitration before anyone can go to court. That requirement changes the order of your next steps.<\/p>\n<p>An agreement has limits. The same statute says an operating agreement may not relieve a person from liability for bad faith, willful or intentional misconduct, or a knowing violation of law. A clause that tries to do so will not shield that conduct.<\/p>\n<p>Many agreements say nothing about a particular problem. In that case, the default rules in the Florida statutes apply. The answer depends on the exact wording and the facts. For a deeper look at deadlock clauses, read the LLC deadlock guide.<\/p>\n<h2>Negotiation and Information Rights<\/h2>\n<p>A clear written demand is a practical next step before anyone files in court. The letter should name the problem, list the records or payments you want, and set a reasonable response date.<\/p>\n<p>Florida law gives owners information rights, but the rules depend on the entity type. Under <a href=\"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&amp;URL=0600-0699\/0605\/Sections\/0605.0410.html\">Fla. Stat. \u00a7 605.0410<\/a>, an LLC must give members certain information without a demand. After a proper demand, the company must respond within 10 days. The response must say what it will provide, when, and why it will withhold anything else.<\/p>\n<p>If an LLC refuses to allow inspection of required records, <a href=\"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&amp;URL=0600-0699\/0605\/Sections\/0605.0411.html\">Fla. Stat. \u00a7 605.0411<\/a> lets a circuit court order inspection. The company may also have to pay the owner&#8217;s reasonable attorney fees, unless it refused in good faith on a reasonable basis for doubt.<\/p>\n<p>Negotiation can cover more than records. Partners often agree to a standstill on new contracts, an accounting by a set date, interim rules for routine decisions, or a written term sheet for an exit. Some agreements also require written notice or a cure period before a remedy is available. Check for those requirements before you act.<\/p>\n<h2>Mediation and Arbitration as Dispute Resolution Options<\/h2>\n<p>Mediation and arbitration let partners resolve a dispute outside a courtroom. The two processes work differently, so the choice matters.<\/p>\n<p>In mediation, a neutral person helps the parties reach their own agreement. The owners keep control of the outcome. If they cannot agree, nothing is decided for them.<\/p>\n<p>In arbitration, a neutral person decides the dispute. Under <a href=\"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&amp;URL=0600-0699\/0682\/Sections\/0682.02.html\">Fla. Stat. \u00a7 682.02<\/a>, a written agreement to arbitrate existing or future disputes is valid and enforceable. The exception is a ground that exists in law or equity for revoking a contract. A court decides whether an arbitration agreement exists. An arbitrator can decide certain threshold questions, such as whether a required condition was met.<\/p>\n<p>Compare the two in general terms. Mediation is often less formal and keeps the matter more private. Arbitration usually ends with a binding decision, which limits later review. Timing and cost depend on the case, the parties, and the contract. No process can promise a specific result or timeline.<\/p>\n<p>The contract&#8217;s wording decides whether arbitration applies. If your matter falls outside KEW Legal&#8217;s focus, it may be referred to another lawyer or firm.<\/p>\n\n<div class=\"cta-dose-mid wp-block-group has-contrast-color has-surface-background-color has-text-color has-background has-global-padding is-layout-constrained wp-container-core-group-is-layout-32197852 wp-block-group-is-layout-constrained\" style=\"background-color:var(--wp--preset--color--surface,#f2f3f5);color:var(--wp--preset--color--contrast,#22252b);border-radius:8px;padding-top:1.5rem;padding-bottom:1.5rem;padding-left:1.5rem;padding-right:1.5rem;border-left:6px solid var(--wp--preset--color--cta,currentColor);box-shadow:0 2px 10px rgba(0,0,0,0.18)\">\n<h3 class=\"wp-block-heading has-contrast-color has-text-color\">Have questions about what happened?<\/h3><p class=\"wp-block-paragraph\">Ask our team directly. The first conversation is free, confidential, and there is no obligation to continue.<\/p><div class=\"wp-block-buttons is-layout-flex wp-block-buttons-is-layout-flex\"><div class=\"wp-block-button chg-cta-call\"><a class=\"wp-block-button__link wp-element-button\" href=\"tel:+13059902300\">Talk to our team<\/a><\/div><div class=\"wp-block-button chg-cta-form\"><a class=\"wp-block-button__link wp-element-button\" href=\"https:\/\/kewlegal.com\/contact-us\/\">Talk to our team<\/a><\/div><\/div>\n<\/div>\n<h2>Buyout, Removal, and Exit Options<\/h2>\n<p>A negotiated buyout is a common way for partners to part ways. A buy-sell agreement sets the valuation method, the payment terms, and the steps the owners must follow.<\/p>\n<p>In a partnership, the statute sets a default timeline. Under <a href=\"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&amp;URL=0600-0699\/0620\/Sections\/0620.8701.html\">Fla. Stat. \u00a7 620.8701<\/a>, if no purchase agreement is reached within 120 days after a written demand, the partnership must pay its estimated buyout price in cash. That amount is reduced by certain offsets.<\/p>\n<p>In an LLC, the buyout framework often starts with the operating agreement. A court process can also lead to a purchase. Under <a href=\"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&amp;URL=0600-0699\/0605\/Sections\/0605.0706.html\">Fla. Stat. \u00a7 605.0706<\/a>, an election to purchase a petitioning member&#8217;s interest may be filed within 90 days after the petition, or later if the court allows.<\/p>\n<p>Removal of a partner depends on the governing documents and Florida law. It can be limited or conditioned by contract or statute. Read the removal guide before you act on it.<\/p>\n<p>Valuation is often the hardest part. A fair value dispute usually requires full financial records. The owners may need a neutral valuation professional to review those records.<\/p>\n<h2>Dissolution and Winding Up the Business<\/h2>\n<p>Dissolution ends the business&#8217;s normal operations and starts the winding-up process. Winding up means collecting assets, paying or providing for debts, and distributing what remains.<\/p>\n<p>Owners can agree to dissolve the company. Alternatively, a member can ask a court to dissolve it. Under <a href=\"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&amp;URL=0600-0699\/0605\/Sections\/0605.0702.html\">Fla. Stat. \u00a7 605.0702<\/a>, a member may seek dissolution where the people in control act or are expected to act illegally or fraudulently. Deadlock can also support dissolution. If the operating agreement has a deadlock sale provision that was started before the court rules, that provision can resolve the deadlock instead of a dissolution order.<\/p>\n<p>Venue depends on location. Under <a href=\"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&amp;URL=0600-0699\/0605\/Sections\/0605.0703.html\">Fla. Stat. \u00a7 605.0703<\/a>, the case goes to the circuit court in the county where the principal office is or was last located. For many South Florida companies, that means Miami-Dade or Broward County.<\/p>\n<p>Winding up also involves paperwork. Filings with the <a href=\"https:\/\/dos.fl.gov\/sunbiz\/\">Florida Sunbiz filing system<\/a> and tax obligations with the IRS must be addressed. Read the dissolution guide for the full process.<\/p>\n<h2>Litigation and Court Remedies<\/h2>\n<p>Litigation is a court case. It is usually the step after negotiation, mediation, or the contract&#8217;s own procedures have not resolved the dispute.<\/p>\n<p>Common claims include breach of the operating or partnership agreement, breach of fiduciary duty, a demand for an accounting, injunctive relief, and dissolution. A court can issue injunctions and preserve company assets while the case is pending. Under <a href=\"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&amp;URL=0600-0699\/0605\/Sections\/0605.0703.html\">Fla. Stat. \u00a7 605.0703<\/a>, a court may also appoint a receiver, order a purchase of a petitioning member&#8217;s interest, or grant another equitable remedy for good cause.<\/p>\n<p>A lawsuit moves through pleadings and discovery. Discovery is the exchange of documents and testimony. Discovery often shows what the records actually say, which can change the negotiation.<\/p>\n<p>No lawyer can predict how a court will rule. Results in one matter do not predict results in another. Any decision should rest on your documents and your facts, not on a promise.<\/p>\n<h2>Related Disputes That Often Arise Alongside Partner Conflicts<\/h2>\n<p>A partner fight often spreads into other parts of the business. Vendors may stop performing. Clients may stop paying. Staff may leave. The company&#8217;s lease may come under pressure.<\/p>\n<p>Vendor contracts can stall when owners disagree about who can sign. An unpaid client invoice may be the company&#8217;s money, even if one partner controls the account. For that issue, see the unpaid invoice guide. When an employee leaves with clients during a split, the employee departure guide covers the first steps.<\/p>\n<p>A commercial lease held by the company also needs review. If owners disagree about the premises, the lease terms still control who may act for the business.<\/p>\n<p>Outside general counsel is an ongoing model of legal advice. A firm advises a business on recurring legal questions across its operations. That model can help owners sort out partner issues alongside contracts, employment, and leases.<\/p>\n\n<div class=\"cta-dose-mid wp-block-group has-contrast-color has-surface-background-color has-text-color has-background has-global-padding is-layout-constrained wp-container-core-group-is-layout-32197852 wp-block-group-is-layout-constrained\" style=\"background-color:var(--wp--preset--color--surface,#f2f3f5);color:var(--wp--preset--color--contrast,#22252b);border-radius:8px;padding-top:1.5rem;padding-bottom:1.5rem;padding-left:1.5rem;padding-right:1.5rem;border-left:6px solid var(--wp--preset--color--cta,currentColor);box-shadow:0 2px 10px rgba(0,0,0,0.18)\">\n<h3 class=\"wp-block-heading has-contrast-color has-text-color\">Want to know where you stand?<\/h3><p class=\"wp-block-paragraph\">Tell us what happened and our team will walk you through the options available to you, at no cost.<\/p><div class=\"wp-block-buttons is-layout-flex wp-block-buttons-is-layout-flex\"><div class=\"wp-block-button chg-cta-call\"><a class=\"wp-block-button__link wp-element-button\" href=\"tel:+13059902300\">Get a free review<\/a><\/div><div class=\"wp-block-button chg-cta-form\"><a class=\"wp-block-button__link wp-element-button\" href=\"https:\/\/kewlegal.com\/contact-us\/\">Get a free review<\/a><\/div><\/div>\n<\/div>\n<h2>Frequently Asked Questions About Business Partner Disagreements<\/h2><details class=\"wp-block-details chg-faq is-layout-flow wp-block-details-is-layout-flow\"><summary>What to do when business partners disagree Florida?<\/summary><p>Review your governing documents, preserve your records, and send a written demand before you escalate. Avoid changing bank access or locking anyone out until you have reviewed your rights.<\/p><\/details><details class=\"wp-block-details chg-faq is-layout-flow wp-block-details-is-layout-flow\"><summary>How to force a business partner out?<\/summary><p>Removal depends on your operating agreement and Florida law. A negotiated buyout is often the first route owners try.<\/p><\/details><details class=\"wp-block-details chg-faq is-layout-flow wp-block-details-is-layout-flow\"><summary>How to deal with a hostile business partner?<\/summary><p>Keep communications in writing and avoid self-help. Route disputes through the process your agreement sets out.<\/p><\/details><details class=\"wp-block-details chg-faq is-layout-flow wp-block-details-is-layout-flow\"><summary>What happens when 50\/50 partners disagree?<\/summary><p>Equal ownership can create a deadlock. The agreement&#8217;s tie-break or dispute process usually controls first, so check it before taking any action.<\/p><\/details>\n<figure class=\"wp-block-image size-large has-custom-border\"><img decoding=\"async\" src=\"https:\/\/kewlegal.com\/resources\/wp-content\/uploads\/2026\/10\/two-men-and-a-woman-argue-across-a-conference-table-in-a-mod-photo.jpg\" alt=\"Two men and a woman argue across a conference table in a modern corporate office.\" style=\"border-radius:8px;width:100%;aspect-ratio:16\/9;object-fit:cover\"\/><\/figure>\n<h2>Talk With KEW Legal About Your Partner Dispute<\/h2>\n<p>If a co-owner has stopped sharing bank statements, or two equal owners cannot approve the next contract, the first step is a careful look at your documents and facts. KEW Legal is a Florida business law firm with offices in Coral Gables and Sunny Isles Beach. You can <a href=\"https:\/\/kewlegal.com\/contact-us\/\">schedule a consultation<\/a>, call 305-990-2300, or send a message through the contact page. If your matter falls outside the firm&#8217;s focus, it may be referred to another lawyer or firm.<\/p>\n\n<\/article>\n<footer class=\"disclaimer\"><em>The engagement of a lawyer is an important decision that should not be based solely upon advertisements. The information on this website is general information about KEW Legal and the services we offer; it does not constitute legal advice and is intended for informational purposes only. Accessing this website or contacting our firm does not establish an attorney-client relationship. KEW Legal, 16690 Collins Ave Ste 1101, Sunny Isles Beach, FL 33160.<\/em><\/footer>\n\n\n<div class=\"wp-block-group alignfull has-surface-background-color has-background has-global-padding is-layout-constrained wp-container-core-group-is-layout-583d630a wp-block-group-is-layout-constrained\" style=\"padding-top:3rem;padding-bottom:3rem;padding-left:1.5rem;padding-right:1.5rem\">\n<h2 class=\"wp-block-heading has-text-align-center\">Four First Steps When Partners Disagree<\/h2>\n<div class=\"wp-block-columns alignwide is-layout-flex wp-container-core-columns-is-layout-f56f613f wp-block-columns-is-layout-flex\"><div class=\"wp-block-column is-layout-flow wp-block-column-is-layout-flow\"><div class=\"wp-block-group has-base-background-color has-background is-layout-flow wp-block-group-is-layout-flow\" style=\"border-radius:8px;box-shadow:0 4px 14px rgba(0,0,0,0.08);padding-top:1.5rem;padding-bottom:1.5rem;padding-left:1.5rem;padding-right:1.5rem\"><h3 class=\"wp-block-heading\">1. Review Your Governing Documents<\/h3><p class=\"wp-block-paragraph\">Start with the operating agreement, partnership agreement, or shareholder agreement. These documents often set out how disputes, voting, buyouts, and removal are handled.<\/p><\/div><\/div><div class=\"wp-block-column is-layout-flow wp-block-column-is-layout-flow\"><div class=\"wp-block-group has-base-background-color has-background is-layout-flow wp-block-group-is-layout-flow\" style=\"border-radius:8px;box-shadow:0 4px 14px rgba(0,0,0,0.08);padding-top:1.5rem;padding-bottom:1.5rem;padding-left:1.5rem;padding-right:1.5rem\"><h3 class=\"wp-block-heading\">2. Preserve Your Records<\/h3><p class=\"wp-block-paragraph\">Keep emails, text messages, bank statements, tax filings, and meeting notes. Organized records make it easier to review the facts with counsel.<\/p><\/div><\/div><div class=\"wp-block-column is-layout-flow wp-block-column-is-layout-flow\"><div class=\"wp-block-group has-base-background-color has-background is-layout-flow wp-block-group-is-layout-flow\" style=\"border-radius:8px;box-shadow:0 4px 14px rgba(0,0,0,0.08);padding-top:1.5rem;padding-bottom:1.5rem;padding-left:1.5rem;padding-right:1.5rem\"><h3 class=\"wp-block-heading\">3. Put Your Position in Writing<\/h3><p class=\"wp-block-paragraph\">A written demand that identifies the issue and the response you are requesting can clarify the dispute before it escalates.<\/p><\/div><\/div><div class=\"wp-block-column is-layout-flow wp-block-column-is-layout-flow\"><div class=\"wp-block-group has-base-background-color has-background is-layout-flow wp-block-group-is-layout-flow\" style=\"border-radius:8px;box-shadow:0 4px 14px rgba(0,0,0,0.08);padding-top:1.5rem;padding-bottom:1.5rem;padding-left:1.5rem;padding-right:1.5rem\"><h3 class=\"wp-block-heading\">4. Hold Off on Drastic Moves<\/h3><p class=\"wp-block-paragraph\">Changing bank access, locking a partner out, or redirecting business funds can complicate the dispute. Review your options with counsel first.<\/p><\/div><\/div><\/div>\n\n<\/div>\n\n\n\n<div class=\"wp-block-group has-contrast-color has-surface-background-color has-text-color has-background has-global-padding is-layout-constrained wp-container-core-group-is-layout-32197852 wp-block-group-is-layout-constrained\" style=\"background-color:var(--wp--preset--color--surface,#f2f3f5);color:var(--wp--preset--color--contrast,#22252b);border-radius:8px;padding-top:1.5rem;padding-bottom:1.5rem;padding-left:1.5rem;padding-right:1.5rem;border-left:6px solid var(--wp--preset--color--cta,currentColor);box-shadow:0 2px 10px rgba(0,0,0,0.18)\">\n<h3 class=\"wp-block-heading has-contrast-color has-text-color\">Warning: Avoid Unilateral Changes<\/h3><p class=\"wp-block-paragraph\">Before changing bank signatories, locking a co-owner out of premises or systems, or moving company money, review the governing documents and the business&#x27;s obligations with an attorney.<\/p><div class=\"wp-block-buttons is-layout-flex wp-block-buttons-is-layout-flex\"><div class=\"wp-block-button chg-cta-call\"><a class=\"wp-block-button__link wp-element-button\" href=\"tel:+13059902300\">Schedule a Consultation<\/a><\/div><div class=\"wp-block-button chg-cta-form\"><a class=\"wp-block-button__link wp-element-button\" href=\"https:\/\/kewlegal.com\/contact-us\/\">Schedule a Consultation<\/a><\/div><\/div>\n<\/div>\n\n\n\n<div class=\"wp-block-group alignwide has-global-padding is-layout-constrained wp-container-core-group-is-layout-583d630a wp-block-group-is-layout-constrained\" style=\"padding-top:3rem;padding-bottom:3rem;padding-left:1.5rem;padding-right:1.5rem\">\n<h2 class=\"wp-block-heading has-text-align-center\">How KEW Legal Approaches Partner Disputes<\/h2>\n<div class=\"wp-block-columns alignwide is-layout-flex wp-container-core-columns-is-layout-f56f613f wp-block-columns-is-layout-flex\"><div class=\"wp-block-column is-layout-flow wp-block-column-is-layout-flow\"><p class=\"wp-block-paragraph\"><span class=\"chg-icon chg-icon--document\"><\/span><\/p><h3 class=\"wp-block-heading\">Document-Focused Review<\/h3><p class=\"wp-block-paragraph\">We start by reviewing the agreements, records, and communications that shape your rights and options in the dispute.<\/p><\/div><div class=\"wp-block-column is-layout-flow wp-block-column-is-layout-flow\"><p class=\"wp-block-paragraph\"><span class=\"chg-icon chg-icon--users\"><\/span><\/p><h3 class=\"wp-block-heading\">Outside General Counsel Model<\/h3><p class=\"wp-block-paragraph\">For business owners who want ongoing legal support, KEW Legal can serve as outside general counsel across contracts, employees, leases, and ownership matters.<\/p><\/div><div class=\"wp-block-column is-layout-flow wp-block-column-is-layout-flow\"><p class=\"wp-block-paragraph\"><span class=\"chg-icon chg-icon--location\"><\/span><\/p><h3 class=\"wp-block-heading\">Coral Gables and Sunny Isles Beach<\/h3><p class=\"wp-block-paragraph\">KEW Legal works with business owners and investors throughout Miami-Dade and Broward County, including Miami, Aventura, Doral, Brickell, and Fort Lauderdale.<\/p><\/div><div class=\"wp-block-column is-layout-flow wp-block-column-is-layout-flow\"><p class=\"wp-block-paragraph\"><span class=\"chg-icon chg-icon--shield\"><\/span><\/p><h3 class=\"wp-block-heading\">Clear Options Before Escalation<\/h3><p class=\"wp-block-paragraph\">We discuss negotiation, buyout structures, and formal dispute steps so you can decide how to proceed.<\/p><\/div><\/div>\n\n<\/div>\n\n\n\n<div class=\"wp-block-group alignfull has-base-color has-primary-background-color has-text-color has-background has-global-padding is-layout-constrained wp-container-core-group-is-layout-4d466591 wp-block-group-is-layout-constrained\" style=\"background-color:var(--wp--preset--color--primary,#20242e);color:var(--wp--preset--color--base,#ffffff);padding-top:3rem;padding-bottom:3rem;padding-left:1.5rem;padding-right:1.5rem\">\n<h2 class=\"wp-block-heading has-text-align-center has-base-color has-text-color\">Need Help With a Business Partner Dispute in South Florida?<\/h2>\n<div class=\"wp-block-buttons is-content-justification-center is-layout-flex wp-container-core-buttons-is-layout-0aa01211 wp-block-buttons-is-layout-flex\"><div class=\"wp-block-button chg-cta chg-cta-call\"><a class=\"wp-block-button__link wp-element-button\" href=\"tel:+13059902300\">Call 305-990-2300 or Send Us a Message to Schedule a Consultation<\/a><\/div><div class=\"wp-block-button chg-cta chg-cta-form\"><a class=\"wp-block-button__link wp-element-button\" href=\"https:\/\/kewlegal.com\/contact-us\/\">Call 305-990-2300 or Send Us a Message to Schedule a Consultation<\/a><\/div><\/div>\n<\/div>\n","protected":false},"excerpt":{"rendered":"<p>Business partners disagree in Florida? See the first steps, how to review your governing documents, and the options under Florida LLC and partnership law.<\/p>\n","protected":false},"author":2,"featured_media":0,"parent":0,"menu_order":0,"comment_status":"closed","ping_status":"closed","template":"","meta":{"chg_review":"{\"v\": 1, \"checked_at\": \"2026-10-12T02:51:40+00:00\", \"checked\": true, \"jurisdiction\": \"Florida\", \"claims\": [{\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0105.html\", \"cite\": \"Fla. Stat. \u00a7 605.0105\", \"heading\": \"Operating agreement; scope, function, and limitations.\", \"support\": \"this chapter governs the matter\", \"verdict\": \"supported\", \"law_text\": \"\u2026 (b) The rights and duties under this chapter of a person in the capacity of manager. (c) The activities and affairs of the company and the conduct of those activities and affairs. (d) The means and conditions for amending the operating agreement. (2) To the extent the operating agreement does not otherwise provide for a matter described in subsection (1), this chapter governs the matter. (3) An operating agreement may not do any of the following: (a) Vary a limited liability company\u2019s capacity under s. 605.0109 to sue and be sued in its own name. (b) Vary the law applicable under s. 605.0104. (c) Vary the requirement, procedure, or other provision of this chapter pertaining to: 1. Registered agents; or 2. \u2026\", \"sentence\": \"Limited liability companies formed in Florida are governed by a state statute, the Florida Revised Limited Liability Company Act.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.04091.html\", \"cite\": \"Fla. Stat. \u00a7 605.04091\", \"heading\": \"Standards of conduct for members and managers.\", \"support\": \"owes fiduciary duties of loyalty and care to the limited liability company and members of the limited liability company.\", \"verdict\": \"supported\", \"law_text\": \"(1) Each manager of a manager-managed limited liability company and member of a member-managed limited liability company owes fiduciary duties of loyalty and care to the limited liability company and members of the limited liability company. (2) The duty of loyalty includes: (a) Accounting to the limited liability company and holding as trustee for it any property, profit, or benefit derived by the manager or member, as applicable: 1. In the conduct or winding up of the company\u2019s activities and affairs; 2. From the use by the member or manager of the company\u2019s property; \u2026\", \"sentence\": \"Under Fla. Stat. \u00a7 605.04091, each manager or member owes duties of loyalty and care.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.04091.html\", \"cite\": \"Fla. Stat. \u00a7 605.04091\", \"heading\": \"Standards of conduct for members and managers.\", \"support\": \"Accounting to the limited liability company and holding as trustee for it any property, profit, or benefit derived by the manager or member, as applicable\", \"verdict\": \"supported\", \"law_text\": \"\u2026 (2) The duty of loyalty includes: (a) Accounting to the limited liability company and holding as trustee for it any property, profit, or benefit derived by the manager or member, as applicable: 1. In the conduct or winding up of the company\u2019s activities and affairs; 2. From the use by the member or manager of the company\u2019s property; or 3. From the appropriation of a company opportunity; \u2026\", \"sentence\": \"The duty of loyalty requires an owner to account for profit gained from company activities.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0105.html\", \"cite\": \"Fla. Stat. \u00a7 605.0105\", \"heading\": \"Operating agreement; scope, function, and limitations.\", \"support\": \"Relations among the members as members and between the members and the limited liability company.\", \"verdict\": \"supported\", \"law_text\": \"\u2026 (a) Relations among the members as members and between the members and the limited liability company. (b) The rights and duties under this chapter of a person in the capacity of manager. (c) The activities and affairs of the company and the conduct of those activities and affairs. (d) The means and conditions for amending the operating agreement. \u2026\", \"sentence\": \"Under Fla. Stat. \u00a7 605.0105, the operating agreement governs relations among members and between the members and the company.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0105.html\", \"cite\": \"Fla. Stat. \u00a7 605.0105\", \"heading\": \"Operating agreement; scope, function, and limitations.\", \"support\": \"To the extent the operating agreement does not otherwise provide for a matter described in subsection (1), this chapter governs the matter.\", \"verdict\": \"supported\", \"law_text\": \"\u2026 (b) The rights and duties under this chapter of a person in the capacity of manager. (c) The activities and affairs of the company and the conduct of those activities and affairs. (d) The means and conditions for amending the operating agreement. (2) To the extent the operating agreement does not otherwise provide for a matter described in subsection (1), this chapter governs the matter. (3) An operating agreement may not do any of the following: (a) Vary a limited liability company\u2019s capacity under s. 605.0109 to sue and be sued in its own name. (b) Vary the law applicable under s. 605.0104. (c) Vary the requirement, procedure, or other provision of this chapter pertaining to: 1. Registered agents; or 2. \u2026\", \"sentence\": \"If the agreement does not address a matter, the statute governs it.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0105.html\", \"cite\": \"Fla. Stat. \u00a7 605.0105\", \"heading\": \"Operating agreement; scope, function, and limitations.\", \"support\": \"Relieve or exonerate a person from liability for conduct involving bad faith, willful or intentional misconduct, or a knowing violation of law.\", \"verdict\": \"supported\", \"law_text\": \"\u2026 605.04091, except as otherwise provided in subsection (4). (f) Eliminate the obligation of good faith and fair dealing under s. 605.04091, but the operating agreement may prescribe the standards by which the performance of the obligation is to be measured if the standards are not manifestly unreasonable. (g) Relieve or exonerate a person from liability for conduct involving bad faith, willful or intentional misconduct, or a knowing violation of law. (h) Unreasonably restrict the duties and rights stated in s. 605.0410, but the operating agreement may impose reasonable restrictions on the availability and use of information obtained under that section and may define appropriate remedies, including liquidated damages, for a breach of a reasonable restriction on use. \u2026\", \"sentence\": \"The same statute says an operating agreement may not relieve a person from liability for bad faith, willful or intentional misconduct, or a knowing violation of law.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0105.html\", \"cite\": \"Fla. Stat. \u00a7 605.0105\", \"heading\": \"Operating agreement; scope, function, and limitations.\", \"support\": \"Relieve or exonerate a person from liability for conduct involving bad faith, willful or intentional misconduct, or a knowing violation of law.\", \"verdict\": \"supported\", \"law_text\": \"\u2026 605.04091, except as otherwise provided in subsection (4). (f) Eliminate the obligation of good faith and fair dealing under s. 605.04091, but the operating agreement may prescribe the standards by which the performance of the obligation is to be measured if the standards are not manifestly unreasonable. (g) Relieve or exonerate a person from liability for conduct involving bad faith, willful or intentional misconduct, or a knowing violation of law. (h) Unreasonably restrict the duties and rights stated in s. 605.0410, but the operating agreement may impose reasonable restrictions on the availability and use of information obtained under that section and may define appropriate remedies, including liquidated damages, for a breach of a reasonable restriction on use. \u2026\", \"sentence\": \"A clause that tries to do so will not shield that conduct.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0105.html\", \"cite\": \"Fla. Stat. \u00a7 605.0105\", \"heading\": \"Operating agreement; scope, function, and limitations.\", \"support\": \"To the extent the operating agreement does not otherwise provide for a matter described in subsection (1), this chapter governs the matter.\", \"verdict\": \"supported\", \"law_text\": \"\u2026 (b) The rights and duties under this chapter of a person in the capacity of manager. (c) The activities and affairs of the company and the conduct of those activities and affairs. (d) The means and conditions for amending the operating agreement. (2) To the extent the operating agreement does not otherwise provide for a matter described in subsection (1), this chapter governs the matter. (3) An operating agreement may not do any of the following: (a) Vary a limited liability company\u2019s capacity under s. 605.0109 to sue and be sued in its own name. (b) Vary the law applicable under s. 605.0104. (c) Vary the requirement, procedure, or other provision of this chapter pertaining to: 1. Registered agents; or 2. \u2026\", \"sentence\": \"In that case, the default rules in the Florida statutes apply.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0410.html\", \"also\": [{\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0620\/Sections\/0620.8403.html\", \"cite\": \"Fla. Stat. \u00a7 620.8403\", \"heading\": \"Partner\u2019s rights and duties with respect to information.\", \"support\": \"A partnership shall provide partners and their agents and attorneys access to the books and records of the partnership.\", \"law_text\": \"\u2026 (2) A partnership shall provide partners and their agents and attorneys access to the books and records of the partnership. The partnership shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. \u2026\"}], \"cite\": \"Fla. Stat. \u00a7 605.0410\", \"heading\": \"Records to be kept; rights of member, manager, and person dissociated to information.\", \"support\": \"In a member-managed limited liability company, the following rules apply:\", \"verdict\": \"supported\", \"law_text\": \"\u2026 (2) In a member-managed limited liability company, the following rules apply: (a) Upon reasonable notice, a member may inspect and copy during regular business hours, at a reasonable location specified by the company: 1. The records described in subsection (1); and 2. \u2026\", \"sentence\": \"Florida law gives owners information rights, but the rules depend on the entity type.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0410.html\", \"cite\": \"Fla. Stat. \u00a7 605.0410\", \"heading\": \"Records to be kept; rights of member, manager, and person dissociated to information.\", \"support\": \"The company shall furnish to each member: 1. Without demand, any information concerning the company\u2019s activities, affairs, financial condition, and other circumstances that is known to the company and is material to the proper exercise of the member\u2019s rights and duties under the operating agreement or this chapter\", \"verdict\": \"supported\", \"law_text\": \"\u2026 (b) The company shall furnish to each member: 1. Without demand, any information concerning the company\u2019s activities, affairs, financial condition, and other circumstances that is known to the company and is material to the proper exercise of the member\u2019s rights and duties under the operating agreement or this chapter, except to the extent the company can establish that it reasonably believes the member already knows the information; and 2. \u2026\", \"sentence\": \"Under Fla. Stat. \u00a7 605.0410, an LLC must give members certain information without a demand.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0410.html\", \"cite\": \"Fla. Stat. \u00a7 605.0410\", \"heading\": \"Records to be kept; rights of member, manager, and person dissociated to information.\", \"support\": \"Within 10 days after receiving a demand pursuant to subparagraph (b)2., the company shall provide to the member who made the demand a record of:\", \"verdict\": \"supported\", \"law_text\": \"\u2026 and 2. On demand, other information concerning the company\u2019s activities, affairs, financial condition, and other circumstances, except to the extent the demand or information demanded is unreasonable or otherwise improper under the circumstances. (c) Within 10 days after receiving a demand pursuant to subparagraph (b)2., the company shall provide to the member who made the demand a record of: 1. The information that the company will provide in response to the demand and when and where the company will provide such information. 2. For any demanded information that the company is not providing, the reasons that the company will not provide the information. \u2026\", \"sentence\": \"After a proper demand, the company must respond within 10 days.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0410.html\", \"also\": [{\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0410.html\", \"cite\": \"Fla. Stat. \u00a7 605.0410\", \"heading\": \"Records to be kept; rights of member, manager, and person dissociated to information.\", \"support\": \"2. For any demanded information that the company is not providing, the reasons that the company will not provide the information.\", \"law_text\": \"\u2026 (c) Within 10 days after receiving a demand pursuant to subparagraph (b)2., the company shall provide to the member who made the demand a record of: 1. The information that the company will provide in response to the demand and when and where the company will provide such information. 2. For any demanded information that the company is not providing, the reasons that the company will not provide the information. (d) The duty to furnish information under this subsection also applies to each member to the extent the member knows any of the information described in this subsection. (3) In a manager-managed limited liability company, the following rules apply: \u2026\"}], \"cite\": \"Fla. Stat. \u00a7 605.0410\", \"heading\": \"Records to be kept; rights of member, manager, and person dissociated to information.\", \"support\": \"Within 10 days after receiving a demand pursuant to subparagraph (b)2., the company shall provide to the member who made the demand a record of: 1. The information that the company will provide in response to the demand and when and where the company will provide such information.\", \"verdict\": \"supported\", \"law_text\": \"\u2026 and 2. On demand, other information concerning the company\u2019s activities, affairs, financial condition, and other circumstances, except to the extent the demand or information demanded is unreasonable or otherwise improper under the circumstances. (c) Within 10 days after receiving a demand pursuant to subparagraph (b)2., the company shall provide to the member who made the demand a record of: 1. The information that the company will provide in response to the demand and when and where the company will provide such information. 2. For any demanded information that the company is not providing, the reasons that the company will not provide the information. \u2026\", \"sentence\": \"The response must say what it will provide, when, and why it will withhold anything else.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0411.html\", \"cite\": \"Fla. Stat. \u00a7 605.0411\", \"heading\": \"Court-ordered inspection.\", \"support\": \"If a limited liability company does not allow a member, manager, or other person who complies with s. 605.0410(2)(a), (3)(a), (3)(b), or (4), as applicable, to inspect and copy any records required by that section to be available for inspection, the circuit court in the county where the limited liability company\u2019s principal office is or was last located, as shown by the records of the department or, if there is no principal office in this state, where its registered office is or was last located, may summarily order inspection and copying of the records demanded\", \"verdict\": \"supported\", \"law_text\": \"(1) If a limited liability company does not allow a member, manager, or other person who complies with s. 605.0410(2)(a), (3)(a), (3)(b), or (4), as applicable, to inspect and copy any records required by that section to be available for inspection, the circuit court in the county where the limited liability company\u2019s principal office is or was last located, as shown by the records of the department or, if there is no principal office in this state, where its registered office is or was last located, may summarily order inspection and copying of the records demanded, at the limited liability company\u2019s expense, upon application of the member, manager, or other person. \u2026\", \"sentence\": \"If an LLC refuses to allow inspection of required records, Fla. Stat. \u00a7 605.0411 lets a circuit court order inspection.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0682\/Sections\/0682.02.html\", \"cite\": \"Fla. Stat. \u00a7 682.02\", \"heading\": \"Arbitration agreements made valid, irrevocable, and enforceable; scope.\", \"support\": \"An agreement contained in a record to submit to arbitration any existing or subsequent controversy arising between the parties to the agreement is valid, enforceable, and irrevocable\", \"verdict\": \"supported\", \"law_text\": \"(1) An agreement contained in a record to submit to arbitration any existing or subsequent controversy arising between the parties to the agreement is valid, enforceable, and irrevocable except upon a ground that exists at law or in equity for the revocation of a contract. (2) The court shall decide whether an agreement to arbitrate exists or a controversy is subject to an agreement to arbitrate. \u2026\", \"sentence\": \"Under Fla. Stat. \u00a7 682.02, a written agreement to arbitrate existing or future disputes is valid and enforceable.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0682\/Sections\/0682.02.html\", \"cite\": \"Fla. Stat. \u00a7 682.02\", \"heading\": \"Arbitration agreements made valid, irrevocable, and enforceable; scope.\", \"support\": \"except upon a ground that exists at law or in equity for the revocation of a contract\", \"verdict\": \"supported\", \"law_text\": \"(1) An agreement contained in a record to submit to arbitration any existing or subsequent controversy arising between the parties to the agreement is valid, enforceable, and irrevocable except upon a ground that exists at law or in equity for the revocation of a contract. (2) The court shall decide whether an agreement to arbitrate exists or a controversy is subject to an agreement to arbitrate. (3) An arbitrator shall decide whether a condition precedent to arbitrability has been fulfilled and whether a contract containing a valid agreement to arbitrate is enforceable. \u2026\", \"sentence\": \"The exception is a ground that exists in law or equity for revoking a contract.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0682\/Sections\/0682.02.html\", \"cite\": \"Fla. Stat. \u00a7 682.02\", \"heading\": \"Arbitration agreements made valid, irrevocable, and enforceable; scope.\", \"support\": \"The court shall decide whether an agreement to arbitrate exists\", \"verdict\": \"supported\", \"law_text\": \"\u2026 (2) The court shall decide whether an agreement to arbitrate exists or a controversy is subject to an agreement to arbitrate. (3) An arbitrator shall decide whether a condition precedent to arbitrability has been fulfilled and whether a contract containing a valid agreement to arbitrate is enforceable. \u2026\", \"sentence\": \"A court decides whether an arbitration agreement exists.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0682\/Sections\/0682.02.html\", \"cite\": \"Fla. Stat. \u00a7 682.02\", \"heading\": \"Arbitration agreements made valid, irrevocable, and enforceable; scope.\", \"support\": \"An arbitrator shall decide whether a condition precedent to arbitrability has been fulfilled\", \"verdict\": \"supported\", \"law_text\": \"\u2026 (2) The court shall decide whether an agreement to arbitrate exists or a controversy is subject to an agreement to arbitrate. (3) An arbitrator shall decide whether a condition precedent to arbitrability has been fulfilled and whether a contract containing a valid agreement to arbitrate is enforceable. (4) If a party to a judicial proceeding challenges the existence of, or claims that a controversy is not subject to, an agreement to arbitrate, the arbitration proceeding may continue pending final resolution of the issue by the court, unless the court otherwise orders. \u2026\", \"sentence\": \"An arbitrator can decide certain threshold questions, such as whether a required condition was met.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0620\/Sections\/0620.8701.html\", \"cite\": \"Fla. Stat. \u00a7 620.8701\", \"heading\": \"Purchase of dissociated partner\u2019s interest.\", \"support\": \"If no agreement for the purchase of a dissociated partner\u2019s interest is reached within 120 days after a written demand for payment\", \"verdict\": \"supported\", \"law_text\": \"\u2026 (4) A partnership shall indemnify a dissociated partner whose interest is being purchased against all partnership liabilities, whether incurred before or after the dissociation, except liabilities incurred by an act of the dissociated partner under s. 620.8702. (5) If no agreement for the purchase of a dissociated partner\u2019s interest is reached within 120 days after a written demand for payment, the partnership shall pay, or cause to be paid, in cash to the dissociated partner the amount the partnership estimates to be the buyout price and accrued interest, reduced by any offsets and accrued interest under subsection (3). \u2026\", \"sentence\": \"In a partnership, the statute sets a default timeline.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0620\/Sections\/0620.8701.html\", \"cite\": \"Fla. Stat. \u00a7 620.8701\", \"heading\": \"Purchase of dissociated partner\u2019s interest.\", \"support\": \"If no agreement for the purchase of a dissociated partner\u2019s interest is reached within 120 days after a written demand for payment, the partnership shall pay, or cause to be paid, in cash to the dissociated partner the amount the partnership estimates to be the buyout price and accrued interest\", \"verdict\": \"supported\", \"law_text\": \"\u2026 620.8702. (5) If no agreement for the purchase of a dissociated partner\u2019s interest is reached within 120 days after a written demand for payment, the partnership shall pay, or cause to be paid, in cash to the dissociated partner the amount the partnership estimates to be the buyout price and accrued interest, reduced by any offsets and accrued interest under subsection (3). \u2026\", \"sentence\": \"Under Fla. Stat. \u00a7 620.8701, if no purchase agreement is reached within 120 days after a written demand, the partnership must pay its estimated buyout price in cash.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0620\/Sections\/0620.8701.html\", \"cite\": \"Fla. Stat. \u00a7 620.8701\", \"heading\": \"Purchase of dissociated partner\u2019s interest.\", \"support\": \"reduced by any offsets and accrued interest under subsection (3)\", \"verdict\": \"supported\", \"law_text\": \"\u2026 620.8702. (5) If no agreement for the purchase of a dissociated partner\u2019s interest is reached within 120 days after a written demand for payment, the partnership shall pay, or cause to be paid, in cash to the dissociated partner the amount the partnership estimates to be the buyout price and accrued interest, reduced by any offsets and accrued interest under subsection (3). (6) If a deferred payment is authorized under subsection (8), the partnership may tender a written offer to pay the amount it estimates to be the buyout price and accrued interest, reduced by any offsets under subsection (3), stating the time of payment, the amount and type of security for payment, and the other terms and conditions of the obligation. \u2026\", \"sentence\": \"That amount is reduced by certain offsets.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0706.html\", \"cite\": \"Fla. Stat. \u00a7 605.0706\", \"heading\": \"Election to purchase instead of dissolution.\", \"support\": \"An election to purchase pursuant to this section may be filed with the court within 90 days after the filing of the petition by the petitioning member under s. 605.0702(1)(b) or at such later time as the court may allow\", \"verdict\": \"supported\", \"law_text\": \"\u2026 An election pursuant to this section is irrevocable unless the court determines that it is equitable to set aside or modify the election. (2) An election to purchase pursuant to this section may be filed with the court within 90 days after the filing of the petition by the petitioning member under s. 605.0702(1)(b) or at such later time as the court may allow. If the election to purchase is filed, the company shall within 10 days thereafter give written notice to all members, other than the petitioning member. \u2026\", \"sentence\": \"Under Fla. Stat. \u00a7 605.0706, an election to purchase a petitioning member's interest may be filed within 90 days after the petition, or later if the court allows.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0410.html\", \"cite\": \"Fla. Stat. \u00a7 605.0410\", \"heading\": \"Records to be kept; rights of member, manager, and person dissociated to information.\", \"support\": \"In addition to a restriction or condition stated in the operating agreement, a limited liability company, as a matter within the ordinary course of its activities and affairs, may impose reasonable restrictions and conditions on access to and use of information to be furnished under this section\", \"verdict\": \"supported\", \"law_text\": \"\u2026 (8) Subject to subsection (9), the rights under this section do not extend to a person as transferee. (9) If a member dies, s. 605.0504 applies. (10) In addition to a restriction or condition stated in the operating agreement, a limited liability company, as a matter within the ordinary course of its activities and affairs, may impose reasonable restrictions and conditions on access to and use of information to be furnished under this section, including designating information confidential and imposing nondisclosure and safeguarding obligations on the recipient. \u2026\", \"sentence\": \"It can be limited or conditioned by contract or statute.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0702.html\", \"cite\": \"Fla. Stat. \u00a7 605.0702\", \"heading\": \"Grounds for judicial dissolution.\", \"support\": \"In a proceeding by a manager or member to dissolve the limited liability company if it is established that\", \"verdict\": \"supported\", \"law_text\": \"\u2026 The enumeration in subparagraphs 1. and 2. of grounds for involuntary dissolution does not exclude actions or special proceedings by the Department of Legal Affairs or a state official for the annulment or dissolution of a limited liability company for other causes as provided in another law of this state. (b) In a proceeding by a manager or member to dissolve the limited liability company if it is established that: 1. The conduct of all or substantially all of the company\u2019s activities and affairs is unlawful; 2. It is not reasonably practicable to carry on the company\u2019s activities and affairs in conformity with the articles of organization and the operating agreement; 3. \u2026\", \"sentence\": \"Alternatively, a member can ask a court to dissolve it.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0702.html\", \"cite\": \"Fla. Stat. \u00a7 605.0702\", \"heading\": \"Grounds for judicial dissolution.\", \"support\": \"The managers or members in control of the company have acted, are acting, or are reasonably expected to act in a manner that is illegal or fraudulent\", \"verdict\": \"supported\", \"law_text\": \"\u2026 1. The conduct of all or substantially all of the company\u2019s activities and affairs is unlawful; 2. It is not reasonably practicable to carry on the company\u2019s activities and affairs in conformity with the articles of organization and the operating agreement; 3. The managers or members in control of the company have acted, are acting, or are reasonably expected to act in a manner that is illegal or fraudulent; 4. The limited liability company\u2019s assets are being misappropriated or wasted, causing injury to the limited liability company, or in a proceeding by a member, causing injury to one or more of its members; or 5. \u2026\", \"sentence\": \"Under Fla. Stat. \u00a7 605.0702, a member may seek dissolution where the people in control act or are expected to act illegally or fraudulently.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0702.html\", \"cite\": \"Fla. Stat. \u00a7 605.0702\", \"heading\": \"Grounds for judicial dissolution.\", \"support\": \"The managers or the members of the limited liability company are deadlocked in the management of the limited liability company\u2019s activities and affairs, the members are unable to break the deadlock, and irreparable injury to the limited liability company is threatened or being suffered.\", \"verdict\": \"supported\", \"law_text\": \"\u2026 4. The limited liability company\u2019s assets are being misappropriated or wasted, causing injury to the limited liability company, or in a proceeding by a member, causing injury to one or more of its members; or 5. The managers or the members of the limited liability company are deadlocked in the management of the limited liability company\u2019s activities and affairs, the members are unable to break the deadlock, and irreparable injury to the limited liability company is threatened or being suffered. (c) In a proceeding by the limited liability company to have its voluntary dissolution continued under court supervision. \u2026\", \"sentence\": \"Deadlock can also support dissolution.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0702.html\", \"cite\": \"Fla. Stat. \u00a7 605.0702\", \"heading\": \"Grounds for judicial dissolution.\", \"support\": \"then such deadlock sale provision applies to the resolution of such deadlock instead of the court entering an order of judicial dissolution\", \"verdict\": \"supported\", \"law_text\": \"\u2026 s are unable to break the deadlock, and irreparable injury to the limited liability company is threatened or being suffered, if the operating agreement contains a deadlock sale provision that has been initiated before the time that the court determines that the grounds for judicial dissolution exist under subparagraph (1)(b)5., then such deadlock sale provision applies to the resolution of such deadlock instead of the court entering an order of judicial dissolution or an order directing the purchase of petitioner\u2019s interest under s. 605.0706, so long as the provisions of such deadlock sale provision are thereafter initiated and effectuated in accordance with the terms of such deadlock sale provision or otherwise pursuant to an agreement of the members of the company. \u2026\", \"sentence\": \"If the operating agreement has a deadlock sale provision that was started before the court rules, that provision can resolve the deadlock instead of a dissolution order.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0703.html\", \"cite\": \"Fla. Stat. \u00a7 605.0703\", \"heading\": \"Procedure for judicial dissolution; alternative remedies.\", \"support\": \"the circuit court of the county where the limited liability company\u2019s principal office is or was last located\", \"verdict\": \"supported\", \"law_text\": \"\u2026 605.0702 lies in the circuit court of the county where the limited liability company\u2019s principal office is or was last located, as shown by the records of the department, or, if there is or was no principal office in this state, in the circuit court of the county where the company\u2019s registered office is or was last located. \u2026\", \"sentence\": \"Under Fla. Stat. \u00a7 605.0703, the case goes to the circuit court in the county where the principal office is or was last located.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0703.html\", \"cite\": \"Fla. Stat. \u00a7 605.0703\", \"heading\": \"Procedure for judicial dissolution; alternative remedies.\", \"support\": \"may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the limited liability company\u2019s assets wherever located, and carry on the business of the limited liability company until a full hearing can be held\", \"verdict\": \"supported\", \"law_text\": \"\u2026 (2) It is not necessary to make members parties to a proceeding to dissolve a limited liability company unless relief is sought against such members individually. (3) A court in a proceeding brought to dissolve a limited liability company may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the limited liability company\u2019s assets wherever located, and carry on the business of the limited liability company until a full hearing can be held. (4) In a proceeding brought under s. 605.0702, the court may, upon a showing of sufficient merit to warrant such a remedy: (a) Appoint a receiver or custodian under s. 605.0704; \u2026\", \"sentence\": \"A court can issue injunctions and preserve company assets while the case is pending.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0703.html\", \"cite\": \"Fla. Stat. \u00a7 605.0703\", \"heading\": \"Procedure for judicial dissolution; alternative remedies.\", \"support\": \"Upon a showing of good cause, order another remedy the court deems appropriate in its discretion, including an equitable remedy.\", \"verdict\": \"supported\", \"law_text\": \"\u2026 (4) In a proceeding brought under s. 605.0702, the court may, upon a showing of sufficient merit to warrant such a remedy: (a) Appoint a receiver or custodian under s. 605.0704; (b) Order a purchase of a petitioning member\u2019s interest pursuant to s. 605.0706; or (c) Upon a showing of good cause, order another remedy the court deems appropriate in its discretion, including an equitable remedy. (5) Section 57.105 applies to a proceeding brought under s. 605.0702. History: s. 2, ch. 2013-180.\", \"sentence\": \"Under Fla. Stat. \u00a7 605.0703, a court may also appoint a receiver, order a purchase of a petitioning member's interest, or grant another equitable remedy for good cause.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0620\/Sections\/0620.8403.html\", \"cite\": \"Fla. Stat. \u00a7 620.8403\", \"heading\": \"Partner\u2019s rights and duties with respect to information.\", \"support\": \"A partnership shall keep its books and records, if any, at the chief executive office of the partnership. (2) A partnership shall provide partners and their agents and attorneys access to the books and records of the partnership. The partnership shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours.\", \"verdict\": \"supported\", \"law_text\": \"(1) A partnership shall keep its books and records, if any, at the chief executive office of the partnership. (2) A partnership shall provide partners and their agents and attorneys access to the books and records of the partnership. The partnership shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. A partnership may impose a reasonable charge, covering the costs of labor and material, for copies of documents furnished. \u2026\", \"sentence\": \"Under Fla. Stat. \u00a7 620.8403, a partnership must keep its books and records, if any, at its chief executive office and must give partners and their agents and attorneys access to inspect and copy them during ordinary business hours.\"}], \"languages\": [{\"code\": \"en\", \"post_id\": 290}, {\"code\": \"es\", \"post_id\": 291}]}","chg_sendback":"","chg_canonical":"","chg_lang":"","chg_hreflang":"[{\"hreflang\": \"en\", \"href\": \"https:\/\/kewlegal.com\/resources\/business-partner-disputes-florida\/\"}, {\"hreflang\": \"es\", \"href\": \"https:\/\/kewlegal.com\/resources\/es\/disputas-socios-comerciales-florida\/\"}, {\"hreflang\": \"x-default\", \"href\": \"https:\/\/kewlegal.com\/resources\/business-partner-disputes-florida\/\"}]","chg_jsonld":"[{\"about\": [{\"name\": \"Business partner disputes\", \"@type\": \"Thing\"}, {\"name\": \"Florida LLC and partnership law\", \"@type\": \"Thing\"}], \"author\": {\"@type\": \"Organization\", \"@id\": \"https:\/\/kewlegal.com\/resources\/#organization\", \"name\": \"KEW Legal\", \"url\": \"https:\/\/kewlegal.com\/\"}, \"@context\": \"https:\/\/schema.org\", \"headline\": \"Business Partner Disputes in Florida: What to Do First and Your Options\", \"publisher\": {\"@type\": \"Organization\", \"@id\": \"https:\/\/kewlegal.com\/resources\/#organization\", \"name\": \"KEW Legal\", \"url\": \"https:\/\/kewlegal.com\/\"}, \"speakable\": {\"@type\": \"SpeakableSpecification\", \"cssSelector\": [\"article > p:first-of-type\", \".wp-block-details p\", \"article > h1\"]}, \"inLanguage\": \"en-US\", \"mainEntity\": [{\"@type\": \"Question\", \"name\": \"What to do when business partners disagree Florida?\", \"acceptedAnswer\": {\"@type\": \"Answer\", \"text\": \"Review your governing documents, preserve your records, and send a written demand before you escalate. Avoid changing bank access or locking anyone out until you have reviewed your rights.\"}}, {\"@type\": \"Question\", \"name\": \"How to force a business partner out?\", \"acceptedAnswer\": {\"@type\": \"Answer\", \"text\": \"Removal depends on your operating agreement and Florida law. A negotiated buyout is often the first route owners try.\"}}, {\"@type\": \"Question\", \"name\": \"How to deal with a hostile business partner?\", \"acceptedAnswer\": {\"@type\": \"Answer\", \"text\": \"Keep communications in writing and avoid self-help. Route disputes through the process your agreement sets out.\"}}, {\"@type\": \"Question\", \"name\": \"What happens when 50\/50 partners disagree?\", \"acceptedAnswer\": {\"@type\": \"Answer\", \"text\": \"Equal ownership can create a deadlock. 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