{"id":404,"date":"2026-10-16T17:26:52","date_gmt":"2026-10-16T17:26:52","guid":{"rendered":"https:\/\/kewlegal.com\/resources\/?page_id=404"},"modified":"2026-10-27T14:53:33","modified_gmt":"2026-10-27T14:53:33","slug":"business-partner-dispute-florida","status":"publish","type":"page","link":"https:\/\/kewlegal.com\/resources\/business-partner-dispute-florida\/","title":{"rendered":"Business Partner Dispute Florida: Options Before Suit"},"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-402\" alt=\"Small business office desk covered with invoices, contract notices, and emails beside an open legal file folder documenting a partner dispute.\" src=\"https:\/\/kewlegal.com\/resources\/wp-content\/uploads\/2026\/10\/small-business-office-desk-covered-with-invoices-contract-no-photo.jpg\" width=\"1376\" height=\"768\" srcset=\"https:\/\/kewlegal.com\/resources\/wp-content\/uploads\/2026\/10\/small-business-office-desk-covered-with-invoices-contract-no-photo-150x150.jpg 150w, https:\/\/kewlegal.com\/resources\/wp-content\/uploads\/2026\/10\/small-business-office-desk-covered-with-invoices-contract-no-photo-300x167.jpg 300w, https:\/\/kewlegal.com\/resources\/wp-content\/uploads\/2026\/10\/small-business-office-desk-covered-with-invoices-contract-no-photo-768x429.jpg 768w, https:\/\/kewlegal.com\/resources\/wp-content\/uploads\/2026\/10\/small-business-office-desk-covered-with-invoices-contract-no-photo-1024x572.jpg 1024w, https:\/\/kewlegal.com\/resources\/wp-content\/uploads\/2026\/10\/small-business-office-desk-covered-with-invoices-contract-no-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\">Business Partner Disputes | Coral Gables and Sunny Isles Beach<\/p><h1 class=\"wp-block-heading has-base-color has-text-color\">Business Partner Dispute in Florida: Options Before Suit<\/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, a Florida business law firm focused on business and commercial matters, helps owners and investors across Miami-Dade and Broward counties compare negotiation, buyout, and other paths before any lawsuit is filed.<\/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 13, 2026<\/p>\n\n<article lang=\"en\">\n\n<h2>Business Partner Dispute in Florida: Your Options Before You File Suit<\/h2>\n<p>A business partner dispute in Florida usually starts with one document: the operating agreement for an LLC, or the partnership agreement for a general partnership. Read that document first. If it doesn&#8217;t address your problem, Florida statutes fill the gap.<\/p>\n<p>This guide covers the common disputes between co-owners, the default rules that apply, and the steps owners usually weigh before anyone files suit. KEW Legal is a business law firm with offices in Coral Gables and Sunny Isles Beach. The firm acts as outside general counsel for business owners and investors across Miami-Dade and South Florida. This page is general information, not advice about your situation.<\/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 meet with frustrated clients at a conference table during a tense mediation session 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>Start With the Operating or Partnership Agreement<\/h2>\n<p>The written agreement between the owners is the first document to pull, because it usually controls how the business runs. 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 LLC members and between members and the company. For partnerships, <a href=\"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&amp;URL=0600-0699\/0620\/Sections\/0620.8103.html\">Fla. Stat. \u00a7 620.8103<\/a> says the partnership agreement governs relations among partners.<\/p>\n<p>Gather every version you can find. Look closely at these terms:<\/p>\n<ul>\n<li>Management and voting rules, including who can sign and what needs a vote<\/li>\n<li>Deadlock steps, if the agreement has any<\/li>\n<li>Transfer limits and buy-sell or withdrawal terms<\/li>\n<li>Notice and cure requirements, such as how a breach must be reported and fixed<\/li>\n<li>Dispute resolution or mediation clauses<\/li>\n<\/ul>\n<p>Amendments, side letters, and signed consents can change the answer. A document signed years ago may have been replaced by one nobody remembers. Also check the company&#8217;s filed status. The Florida Division of Corporations, known as Sunbiz, publishes filing and status information for Florida business entities.<\/p>\n<h2>Florida Default Rules When the Agreement Is Silent<\/h2>\n<p>When the agreement says nothing about an issue, the statute decides it. 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\">Florida law<\/a>, an LLC&#8217;s operating agreement governs relations among the members as members and between the members and the company, and to the extent the operating agreement does not otherwise provide for that matter, the statute governs it. Under <a href=\"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&amp;URL=0600-0699\/0620\/Sections\/0620.8103.html\">Florida&#8217;s partnership law<\/a>, relations among partners and between partners and a partnership are governed by the partnership agreement, and to the extent the partnership agreement does not otherwise provide, the act governs those relations.<\/p>\n<p>These are general rules. They are not a substitute for reading your agreement. An agreement can change a default, and the statute limits some changes. How a court or mediator would apply a default depends on the facts and the documents. Two business owners with similar problems can end up with different answers.<\/p>\n<p>In general, the default rules fill the gaps the owners left in their agreement. That is why the agreement comes first, and the default rules come second.<\/p>\n<h2>Deadlock in Decision-Making<\/h2>\n<p>A deadlock happens when owners split evenly and the vote needed to act cannot pass. Think of a 50\/50 LLC that can&#8217;t agree on a lease renewal, a budget, a new hire, or a sale.<\/p>\n<p>For member-managed LLCs, the statute requires a majority-in-interest vote to undertake an act. Under <a href=\"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&amp;URL=0600-0699\/0605\/Sections\/0605.04073.html\">Fla. Stat. \u00a7 605.04073<\/a>, that vote applies inside or outside the ordinary course of business, unless the statute provides otherwise. In an even split, neither side reaches a majority alone.<\/p>\n<p>A deadlock clause in the agreement can set the steps, such as talks, escalation, or mediation. Whether a deadlock clause has any effect on when the company can be dissolved depends on the clause&#8217;s terms and on Florida law, so review the clause and the dissolution provisions together.<\/p>\n<p>If there is no clause, the default voting rules control, and the result turns on the facts. Bring the agreement to your first conversation, along with a short timeline of the decisions that stalled.<\/p>\n<h2>Disputes Over Roles, Responsibilities and Management<\/h2>\n<p>Who can act for the company depends on how the company is managed. Under <a href=\"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&amp;URL=0600-0699\/0605\/Sections\/0605.0407.html\">Fla. Stat. \u00a7 605.0407<\/a>, an LLC is member-managed unless the operating agreement or articles say it is manager-managed. In a member-managed LLC, management is vested in the members. In a manager-managed LLC, the manager or managers decide matters.<\/p>\n<p>Friction usually starts when one owner runs operations and another claims control. It also starts when one owner has gone quiet. Written roles help. Job descriptions, manager designations, and officer appointments show who has authority. Without them, each owner can read the same facts differently.<\/p>\n<p>Pay for work is another trap. Under \u00a7 605.0407, a member of a member-managed LLC is not entitled to remuneration for services to the company, absent an agreement to the contrary, except that Florida law allows reasonable compensation for services rendered in winding up the company&#8217;s activities. Outside of winding up, the owner doing the daily work shouldn&#8217;t assume a salary unless an agreement provides for one.<\/p>\n<p>Acting outside your authority is a real risk. A major decision made alone can invite a claim, even when the owner meant well. Record decisions in writing and in company records. Informal habits can create arguments, but start with the written terms.<\/p>\n<h2>Profit Distribution and Accounting Disputes<\/h2>\n<p>Most distribution fights come down to two things: the percentages in the agreement and the company&#8217;s books. Under <a href=\"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&amp;URL=0600-0699\/0605\/Sections\/0605.04073.html\">Fla. Stat. \u00a7 605.04073<\/a>, a member&#8217;s vote in a member-managed LLC is proportionate to that member&#8217;s percentage interest in profits. Distributions should follow the agreement, not just whoever asked first.<\/p>\n<p>Start with the records. Compare the books with the agreement, bank statements, and tax filings before you draw conclusions. The statute gives members real tools. 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>, a member of a member-managed LLC may inspect and copy required records during regular business hours, on reasonable notice. Within 10 days after a member&#8217;s demand for information, the company must give a written record. That record must say what it will provide, when and where, and why it will withhold anything.<\/p>\n<p>Companies can set reasonable limits. Under \u00a7 605.0410, the company may impose reasonable restrictions on access to and use of information. In a dispute over reasonableness, the company has the burden of proving it. Whether a partner can inspect the partnership&#8217;s books and records, and on what terms, can depend on Florida law and on the partnership agreement. For general partnerships, 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>, the partnership may impose a reasonable charge, covering the costs of labor and material, for copies of documents it furnishes.<\/p>\n<p>Avoid self-help. Moving money, changing bank access, or locking a partner out can create claims of your own. Review the rules before you act.<\/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>Breach of Fiduciary Duty and Financial Mismanagement<\/h2>\n<p>Owners owe each other duties of loyalty and care. Florida law defines both. 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 member of a member-managed LLC owes fiduciary duties of loyalty and care to the company and its members. The duty of loyalty includes accounting for profit from company property or opportunities.<\/p>\n<p>Partners have similar core duties. Under <a href=\"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&amp;URL=0600-0699\/0620\/Sections\/0620.8404.html\">Fla. Stat. \u00a7 620.8404<\/a>, a partner must account to the partnership for benefits from partnership business. That includes appropriating a partnership opportunity. The duty of care is limited to refraining from grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.<\/p>\n<p>Conduct that often raises these claims includes:<\/p>\n<ul>\n<li>Self-dealing, such as a side deal with a vendor the company uses<\/li>\n<li>Taking a business opportunity that belonged to the company<\/li>\n<li>Running a competing business<\/li>\n<li>Mixing company funds with personal funds<\/li>\n<\/ul>\n<p>The agreement has limits. 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\">Florida law<\/a>, there are things an operating agreement may not do, such as vary a limited liability company&#8217;s capacity to sue and be sued in its own name, so the agreement&#8217;s terms are reviewed with those limits in mind. For partnerships, \u00a7 620.8103 bars an agreement from eliminating the duty of loyalty.<\/p>\n<p>Before any suit, preserve documents and write a dated timeline. Check any notice requirements in the agreement. Whether conduct is a breach depends on the facts and the documents. No one can predict the outcome from a summary.<\/p>\n<h2>Breaking Up: Withdrawal, Removal and Buy-Sell Options<\/h2>\n<p>The main exit paths are a voluntary withdrawal, a removal the agreement allows, a negotiated buyout, a buy-sell clause, and dissolution. The right path depends on the documents and on how much the owners cooperate.<\/p>\n<p>Under <a href=\"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&amp;URL=0600-0699\/0605\/Sections\/0605.0601.html\">Fla. Stat. \u00a7 605.0601<\/a>, a member can withdraw at any time, rightfully or wrongfully. A withdrawal is wrongful if it breaks an express term of the operating agreement. It is also wrongful if it happens before winding up is complete and falls within the statute&#8217;s listed events. A wrongfully dissociating member is liable to the company and the other members for damages.<\/p>\n<p>Transfer limits matter too. Florida&#8217;s LLC statute has separate rules on transferring an interest in an LLC, and the articles or operating agreement may also restrict transfers. Read those terms before you plan an exit.<\/p>\n<p>Buy-sell terms set the price and the payment schedule. Many disputes come down to how the agreement values the interest and when the buyer pays. A buyout can be harder than the exit itself. Tax treatment can also differ by entity type. The <a href=\"https:\/\/www.irs.gov\/businesses\/small-businesses-self-employed\/business-structures\">IRS business structures guidance<\/a> explains the common business structures and how each is treated for federal tax purposes.<\/p>\n<h2>Employees, Customers and Unpaid Invoices<\/h2>\n<p>A departing partner who takes staff or customers often causes the sharpest fights. The question is what the agreement and the owner&#8217;s duties allow. Whether an LLC member may compete with the company can depend on the operating agreement and on the duties Florida law places on members. Partners have a similar duty under \u00a7 620.8404.<\/p>\n<p>Keep three ideas apart: a non-compete, a non-solicitation promise, and the general duty of loyalty. They can overlap, but each comes from a different source. A signed covenant is a contract question. The duty of loyalty is a statutory question. This guide doesn&#8217;t set out the rules for covenants, so review the actual signed text.<\/p>\n<p>Employee misconduct tied to a partner fight needs its own review. Examples include copying files or steering staff to a new business. Keep records of who did what and when.<\/p>\n<p>Unpaid invoices are a separate thread. A client that won&#8217;t pay can turn a partner fight into a cash problem. Document the contract, the work performed, and each payment demand. Our related guides on customer poaching, employees who quit and take clients, and unpaid client invoices go deeper on those points.<\/p>\n<h2>Options to Try Before You File Suit<\/h2>\n<p>Before anyone files suit, owners can consider document review, written notice, and talks. These steps cost less and keep options open. Start by reviewing the agreement and assembling records. Check whether the agreement requires a specific notice format, then send notice that follows it.<\/p>\n<p>Mediation is a structured step, and your agreement may require it. Florida courts also play a role. Under <a href=\"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&amp;URL=0000-0099\/0044\/Sections\/0044.102.html\">Fla. Stat. \u00a7 44.102<\/a>, Florida courts can refer civil cases to mediation, so a business dispute that reaches litigation may still involve a mediated settlement discussion. For certain court-ordered mediations, \u00a7 44.102 conditions the referral on the requesting party being willing and able to pay the costs, or on the costs being equitably divided between the parties. That condition is not a general rule for every mediation. Section 44.102 also lists exceptions, including cases where the parties agreed to binding arbitration. Under \u00a7 44.102, written mediation communications, other than a signed settlement, are exempt from chapter 119 requirements.<\/p>\n<p>A demand letter can clarify positions. A letter that overstates facts or arrives at a bad time can harden the other side and create problems of its own. Keep every statement accurate, and don&#8217;t threaten steps you won&#8217;t take.<\/p>\n<p>Litigation is one option among several. Claims for an accounting, an injunction, or dissolution are possible in the right facts. The steps above can be weighed before anything is filed.<\/p>\n<h2>Personal Liability and Dissolution Under Chapters 605 and 620<\/h2>\n<p>In most cases, LLC members are not personally liable just for being members. Under <a href=\"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&amp;URL=0600-0699\/0605\/Sections\/0605.0304.html\">Fla. Stat. \u00a7 605.0304<\/a>, a debt or liability of an LLC is solely the company&#8217;s. A member or manager is not personally liable for it solely because of that role. Failing to observe formalities is not a ground for imposing that liability.<\/p>\n<p>General partnerships work differently. Whether partners face personal exposure for partnership obligations can depend on the type of partnership and on the agreements involved. Joint and several liability means a creditor can pursue each partner for the full obligation. That is a serious risk.<\/p>\n<p>Owners can still face personal exposure through a document they signed agreeing to be personally responsible for a business debt, or through their own conduct. Those questions depend on the documents, not on the entity type alone.<\/p>\n<p>Dissolution follows statutory steps and the agreement. Florida&#8217;s LLC statute also addresses the management rights of a person who wrongfully causes dissolution, so check that rule against your facts and documents. When owners disagree, winding up can take longer than expected. Don&#8217;t assume the answer. Review the entity documents and the specific debts.<\/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>When Another Firm May Handle Your Matter<\/h2>\n<p>A matter may be handled by another lawyer or firm when a conflict of interest exists. For example, KEW Legal may already represent a party whose interests are adverse to yours. Before any representation is confirmed, the firm runs a conflicts check.<\/p>\n<p>KEW Legal acts as outside general counsel for business owners and investors across Miami-Dade and South Florida. Its offices are in Coral Gables and Sunny Isles Beach. The scope of any engagement is set in a written agreement. Nothing on this page promises a particular result.<\/p>\n<h2>Frequently Asked Questions<\/h2><details class=\"wp-block-details chg-faq is-layout-flow wp-block-details-is-layout-flow\"><summary>How do I break away from a business partner?<\/summary><p>Start with your operating or partnership agreement, then compare your exit options: withdrawal, a negotiated buyout, or a buy-sell clause. In an LLC, leaving outside the rules can make you liable for damages under <a href=\"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&amp;URL=0600-0699\/0605\/Sections\/0605.0601.html\">Fla. Stat. \u00a7 605.0601<\/a>.<\/p><\/details><details class=\"wp-block-details chg-faq is-layout-flow wp-block-details-is-layout-flow\"><summary>What is tortious interference with a business relationship in Florida?<\/summary><p>It is a claim that someone intentionally and without justification interfered with a business relationship. The Florida Supreme Court has described its elements as (1) the existence of a business relationship under which the plaintiff has legal rights, (2) the defendant&#8217;s knowledge of that relationship, (3) an intentional and unjustified interference with it by the defendant, and (4) damage to the plaintiff as a result of the breach of the relationship. <em>Tamiami Trail Tours, Inc. v. Cotton<\/em>, 463 So. 2d 1126 (Fla. 1985). Whether it fits your facts depends on the relationship, the conduct, and the documents.<\/p><\/details><details class=\"wp-block-details chg-faq is-layout-flow wp-block-details-is-layout-flow\"><summary>Are owners personally liable in a partnership?<\/summary><p>In an LLC, members are generally not personally liable just for being members. In a general partnership, partners can be jointly and severally liable for partnership obligations under \u00a7 620.8306, so the entity type matters.<\/p><\/details><details class=\"wp-block-details chg-faq is-layout-flow wp-block-details-is-layout-flow\"><summary>Are partnerships difficult to terminate?<\/summary><p>It depends on the agreement, the number of owners, and whether they agree. Dissolution and winding up follow statutory steps and the agreement, so a split among owners can add time.<\/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\/a-lawyer-in-a-black-suit-reviews-paperwork-at-a-desk-focused-photo.jpg\" alt=\"A lawyer in a black suit reviews paperwork at a desk, focused on the documents in an office setting.\" style=\"border-radius:8px;width:100%;aspect-ratio:16\/9;object-fit:cover\"\/><\/figure>\n<h2>Next Steps for Your Dispute<\/h2>\n<p>If a co-owner has stopped voting on a lease, or a former partner has taken customers, the agreement and records are the place to start. Send KEW Legal a message through the <a href=\"https:\/\/kewlegal.com\/contact-us\/\">contact page<\/a> or call 305-990-2300 to talk through your agreement and options before anything is filed.<\/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 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\">Start with the governing documents<\/h3><p class=\"wp-block-paragraph\">We review your operating or partnership agreement, buy-sell terms, and any amendments to identify the exit and dispute provisions that apply.<\/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--chat\"><\/span><\/p><h3 class=\"wp-block-heading\">Explore negotiated resolution<\/h3><p class=\"wp-block-paragraph\">We discuss options such as a negotiated buyout, a structured exit, or a settlement conversation with your co-owner or partner.<\/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\">Protect your position<\/h3><p class=\"wp-block-paragraph\">We help you think through steps that could affect your liability or your rights, so decisions are made with the full picture in view.<\/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--lightbulb\"><\/span><\/p><h3 class=\"wp-block-heading\">Plan the next step<\/h3><p class=\"wp-block-paragraph\">If a lawsuit or mediation becomes necessary, we outline the path forward so you understand the options before you commit to one.<\/p><\/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\">Review Before You Act<\/h3><p class=\"wp-block-paragraph\">Before you send a demand, withdraw funds, stop attending meetings, or change company records, review your operating or partnership agreement with counsel. Early choices can shape the options available to you later.<\/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 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\">Common Paths to Resolving a Partner Dispute<\/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\">Negotiated buyout<\/h3><p class=\"wp-block-paragraph\">One owner buys out the other&#x27;s interest at a price and on terms the parties agree to in writing.<\/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\">Buy-sell clause<\/h3><p class=\"wp-block-paragraph\">Many agreements set a procedure for valuing and transferring an interest when a partner wants out or a dispute arises.<\/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\">Withdrawal from the business<\/h3><p class=\"wp-block-paragraph\">A partner may leave under the terms of the agreement, but leaving outside those terms can create liability in an LLC.<\/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\">Mediation and settlement<\/h3><p class=\"wp-block-paragraph\">A neutral mediator can help partners reach an agreement without a court ruling, when both sides are willing to participate.<\/p><\/div><\/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\">Talk With KEW Legal About Your Partner Dispute<\/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<\/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<\/a><\/div><\/div>\n<\/div>\n\n<!-- chg:section-index -->\n<nav aria-label=\"More in this section\">\n<h2>More in this section<\/h2>\n<ul><li><a href=\"\/resources\/business-partner-dispute-florida\/can-you-sue-a-business-partner\/\">Can You Sue A Business Partner?<\/a><\/li><li><a href=\"\/resources\/business-partner-dispute-florida\/what-is-customer-poaching\/\">What is customer poaching?<\/a><\/li><\/ul>\n<\/nav>\n<!-- \/chg:section-index -->\n<h2 class=\"wp-block-heading\">Related practice areas<\/h2><ul class=\"wp-block-list\"><li><a href=\"\/resources\/florida-llc-business-partner-disputes\/\">Florida LLC and Business Partner Disputes: Options, Process and When to Call Counsel<\/a><\/li><li><a href=\"\/resources\/business-partner-disputes-florida\/\">Business Partner Disputes in Florida: What to Do First and Your Options | KEW Legal<\/a><\/li><\/ul>","protected":false},"excerpt":{"rendered":"<p>Florida business partner dispute guide: start with your operating agreement, then Chapter 605 and 620 default rules, and options before you file suit.<\/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\": \"2026-10-13T08:13:35+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\", \"also\": [{\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0620\/Sections\/0620.8103.html\", \"cite\": \"Fla. Stat. \u00a7 620.8103\", \"heading\": \"Effect of partnership agreement; nonwaivable provisions.\", \"support\": \"To the extent the partnership agreement does not otherwise provide, this act governs relations among partners and between partners and a partnership.\", \"law_text\": \"\u2026 To the extent the partnership agreement does not otherwise provide, this act governs relations among partners and between partners and a partnership. (2) The partnership agreement may not: (a) Vary the rights and duties under s. 620.8105 except to eliminate the duty to provide copies of statements to all of the partners; (b) Vary the law applicable to a limited liability partnership under s. 620.8106(2); \u2026\"}], \"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 it doesn't address your problem, Florida statutes fill the gap.\"}, {\"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 LLC members and between members and the company.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0620\/Sections\/0620.8103.html\", \"cite\": \"Fla. Stat. \u00a7 620.8103\", \"heading\": \"Effect of partnership agreement; nonwaivable provisions.\", \"support\": \"relations among partners and between partners and a partnership are governed by the partnership agreement.\", \"verdict\": \"supported\", \"law_text\": \"(1) Except as otherwise provided in subsection (2), relations among partners and between partners and a partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this act governs relations among partners and between partners and a partnership. (2) The partnership agreement may not: (a) Vary the rights and duties under s. 620.8105 except to eliminate the duty to provide copies of statements to all of the partners; \u2026\", \"sentence\": \"For partnerships, Fla. Stat. \u00a7 620.8103 says the partnership agreement governs relations among partners.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0105.html\", \"also\": [{\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0620\/Sections\/0620.8103.html\", \"cite\": \"Fla. Stat. \u00a7 620.8103\", \"heading\": \"Effect of partnership agreement; nonwaivable provisions.\", \"support\": \"To the extent the partnership agreement does not otherwise provide, this act governs relations among partners and between partners and a partnership.\", \"law_text\": \"\u2026 To the extent the partnership agreement does not otherwise provide, this act governs relations among partners and between partners and a partnership. (2) The partnership agreement may not: (a) Vary the rights and duties under s. 620.8105 except to eliminate the duty to provide copies of statements to all of the partners; (b) Vary the law applicable to a limited liability partnership under s. 620.8106(2); \u2026\"}], \"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\": \"When the agreement says nothing about an issue, the statute decides it.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0105.html\", \"also\": [{\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0620\/Sections\/0620.8103.html\", \"cite\": \"Fla. Stat. \u00a7 620.8103\", \"heading\": \"Effect of partnership agreement; nonwaivable provisions.\", \"support\": \"The partnership agreement may not:\", \"law_text\": \"\u2026 To the extent the partnership agreement does not otherwise provide, this act governs relations among partners and between partners and a partnership. (2) The partnership agreement may not: (a) Vary the rights and duties under s. 620.8105 except to eliminate the duty to provide copies of statements to all of the partners; (b) Vary the law applicable to a limited liability partnership under s. 620.8106(2); (c) Unreasonably restrict the right of access to books and records under s. 620.8403(2) or to information under s. 620.8403(3); \u2026\"}], \"cite\": \"Fla. Stat. \u00a7 605.0105\", \"heading\": \"Operating agreement; scope, function, and limitations.\", \"support\": \"An operating agreement may not do any of the following:\", \"verdict\": \"supported\", \"law_text\": \"\u2026 (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\": \"An agreement can change a default, and the statute limits some changes.\"}, {\"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\": \"It only fills the gaps the owners left.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.04073.html\", \"cite\": \"Fla. Stat. \u00a7 605.04073\", \"heading\": \"Voting rights of members and managers.\", \"support\": \"the affirmative vote or consent of a majority-in-interest of the members is required to undertake an act\", \"verdict\": \"supported\", \"law_text\": \"\u2026 (a) Each member has the right to vote with respect to the management and conduct of the company\u2019s activities and affairs. (b) Each member\u2019s vote is proportionate to that member\u2019s then-current percentage or other interest in the profits of the limited liability company owned by all members. (c) Except as otherwise provided in this chapter, the affirmative vote or consent of a majority-in-interest of the members is required to undertake an act, whether within or outside the ordinary course of the company\u2019s activities and affairs, including a transaction under ss. 605.1001-605.1072. (d) The operating agreement and articles of organization may be amended only with the affirmative vote or consent of all members. \u2026\", \"sentence\": \"For member-managed LLCs, the statute requires a majority-in-interest vote to undertake an act.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.04073.html\", \"cite\": \"Fla. Stat. \u00a7 605.04073\", \"heading\": \"Voting rights of members and managers.\", \"support\": \"Except as otherwise provided in this chapter, the affirmative vote or consent of a majority-in-interest of the members is required to undertake an act, whether within or outside the ordinary course of the company\u2019s activities and affairs\", \"verdict\": \"supported\", \"law_text\": \"\u2026 (b) Each member\u2019s vote is proportionate to that member\u2019s then-current percentage or other interest in the profits of the limited liability company owned by all members. (c) Except as otherwise provided in this chapter, the affirmative vote or consent of a majority-in-interest of the members is required to undertake an act, whether within or outside the ordinary course of the company\u2019s activities and affairs, including a transaction under ss. 605.1001-605.1072. (d) The operating agreement and articles of organization may be amended only with the affirmative vote or consent of all members. (2) In a manager-managed limited liability company, the following rules apply: \u2026\", \"sentence\": \"Under Fla. Stat. \u00a7 605.04073, that vote applies inside or outside the ordinary course of business, unless the statute provides otherwise.\"}, {\"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\": \"A deadlock resolution mechanism does not vary the grounds for dissolution for the purposes of this paragraph.\", \"verdict\": \"supported\", \"law_text\": \"\u2026 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. (i) Vary the grounds for dissolution specified in s. 605.0702. A deadlock resolution mechanism does not vary the grounds for dissolution for the purposes of this paragraph. (j) Vary the requirement to wind up the company\u2019s business, activities, and affairs as specified in s. 605.0709(1), (2)(a), and (5). (k) Unreasonably restrict the right of a member to maintain an action under ss. 605.0801-605.0806. (l) Vary the provisions of s. \u2026\", \"sentence\": \"Under Fla. Stat. \u00a7 605.0105, a deadlock resolution mechanism does not change the grounds for dissolution.\"}, {\"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\": \"A deadlock resolution mechanism does not vary the grounds for dissolution for the purposes of this paragraph.\", \"verdict\": \"supported\", \"law_text\": \"\u2026 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. (i) Vary the grounds for dissolution specified in s. 605.0702. A deadlock resolution mechanism does not vary the grounds for dissolution for the purposes of this paragraph. (j) Vary the requirement to wind up the company\u2019s business, activities, and affairs as specified in s. 605.0709(1), (2)(a), and (5). (k) Unreasonably restrict the right of a member to maintain an action under ss. 605.0801-605.0806. (l) Vary the provisions of s. \u2026\", \"sentence\": \"A clause can guide the fight, but it doesn't change when the company can be dissolved.\"}, {\"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 there is no clause, the default voting rules control, and the result turns on the facts.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0407.html\", \"cite\": \"Fla. Stat. \u00a7 605.0407\", \"heading\": \"Management of limited liability company.\", \"support\": \"A limited liability company is a member-managed limited liability company unless the operating agreement or articles of organization:\", \"verdict\": \"supported\", \"law_text\": \"(1) A limited liability company is a member-managed limited liability company unless the operating agreement or articles of organization: (a) Expressly provide that: 1. The company is or will be manager-managed; 2. The company is or will be managed by managers; or 3. Management of the company is or will be vested in managers; or (b) Include words of similar import to those in subparagraphs (a)1.-3. \u2026\", \"sentence\": \"Under Fla. Stat. \u00a7 605.0407, an LLC is member-managed unless the operating agreement or articles say it is manager-managed.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0407.html\", \"cite\": \"Fla. Stat. \u00a7 605.0407\", \"heading\": \"Management of limited liability company.\", \"support\": \"In a member-managed limited liability company, the management and conduct of the company are vested in the members, except as expressly provided in this chapter.\", \"verdict\": \"supported\", \"law_text\": \"\u2026 or (b) Include words of similar import to those in subparagraphs (a)1.-3. except that, unless the context in which the expression is used otherwise requires, the terms \u201cmanaging member\u201d and \u201cmanaging members\u201d do not, in and of themselves, constitute words of similar import for this purpose. (2) In a member-managed limited liability company, the management and conduct of the company are vested in the members, except as expressly provided in this chapter. (3) In a manager-managed limited liability company, a matter relating to the activities and affairs of the company is decided exclusively by the manager, or if there is more than one manager, by the managers, except as expressly provided in this chapter. \u2026\", \"sentence\": \"In a member-managed LLC, management is vested in the members.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0407.html\", \"cite\": \"Fla. Stat. \u00a7 605.0407\", \"heading\": \"Management of limited liability company.\", \"support\": \"In a manager-managed limited liability company, a matter relating to the activities and affairs of the company is decided exclusively by the manager, or if there is more than one manager, by the managers, except as expressly provided in this chapter.\", \"verdict\": \"supported\", \"law_text\": \"\u2026 (2) In a member-managed limited liability company, the management and conduct of the company are vested in the members, except as expressly provided in this chapter. (3) In a manager-managed limited liability company, a matter relating to the activities and affairs of the company is decided exclusively by the manager, or if there is more than one manager, by the managers, except as expressly provided in this chapter. (4) A member is not entitled to remuneration for services performed for a member-managed limited liability company, except for reasonable compensation for services rendered in winding up the activities and affairs of the company, in the absence of an agreement to the contra \u2026\", \"sentence\": \"In a manager-managed LLC, the manager or managers decide matters.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0407.html\", \"cite\": \"Fla. Stat. \u00a7 605.0407\", \"heading\": \"Management of limited liability company.\", \"support\": \"A member is not entitled to remuneration for services performed for a member-managed limited liability company, except for reasonable compensation for services rendered in winding up the activities and affairs of the company, in the absence of an agreement to the contrary.\", \"verdict\": \"supported\", \"law_text\": \"\u2026 (3) In a manager-managed limited liability company, a matter relating to the activities and affairs of the company is decided exclusively by the manager, or if there is more than one manager, by the managers, except as expressly provided in this chapter. (4) A member is not entitled to remuneration for services performed for a member-managed limited liability company, except for reasonable compensation for services rendered in winding up the activities and affairs of the company, in the absence of an agreement to the contrary. (5) A limited liability company shall reimburse a member for an advance to the company beyond the amount of capital the member agreed to contribute. (6) The dissolution of a limited liability company does not affect the applicability of this section and ss. 605. \u2026\", \"sentence\": \"Under \u00a7 605.0407, a member of a member-managed LLC is not entitled to remuneration for services to the company, absent an agreement to the contrary.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0407.html\", \"cite\": \"Fla. Stat. \u00a7 605.0407\", \"heading\": \"Management of limited liability company.\", \"support\": \"A member is not entitled to remuneration for services performed for a member-managed limited liability company, except for reasonable compensation for services rendered in winding up the activities and affairs of the company, in the absence of an agreement to the contrary.\", \"verdict\": \"supported\", \"law_text\": \"\u2026 (3) In a manager-managed limited liability company, a matter relating to the activities and affairs of the company is decided exclusively by the manager, or if there is more than one manager, by the managers, except as expressly provided in this chapter. (4) A member is not entitled to remuneration for services performed for a member-managed limited liability company, except for reasonable compensation for services rendered in winding up the activities and affairs of the company, in the absence of an agreement to the contrary. (5) A limited liability company shall reimburse a member for an advance to the company beyond the amount of capital the member agreed to contribute. (6) The dissolution of a limited liability company does not affect the applicability of this section and ss. 605. \u2026\", \"sentence\": \"The owner doing the daily work can't assume a salary.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.04073.html\", \"cite\": \"Fla. Stat. \u00a7 605.04073\", \"heading\": \"Voting rights of members and managers.\", \"support\": \"Each member\u2019s vote is proportionate to that member\u2019s then-current percentage or other interest in the profits of the limited liability company owned by all members.\", \"verdict\": \"supported\", \"law_text\": \"\u2026 (a) Each member has the right to vote with respect to the management and conduct of the company\u2019s activities and affairs. (b) Each member\u2019s vote is proportionate to that member\u2019s then-current percentage or other interest in the profits of the limited liability company owned by all members. (c) Except as otherwise provided in this chapter, the affirmative vote or consent of a majority-in-interest of the members is required to undertake an act, whether within or outside the ordinary course of the company\u2019s activities and affairs, including a transaction under ss. 605.1001-605.1072. \u2026\", \"sentence\": \"Under Fla. Stat. \u00a7 605.04073, a member's vote in a member-managed LLC is proportionate to that member's percentage interest in profits.\"}, {\"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\": \"may summarily order inspection and copying of the records demanded\", \"verdict\": \"supported\", \"law_text\": \"\u2026 r (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\": \"The statute gives members real tools.\"}, {\"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\": \"Upon reasonable notice, a member may inspect and copy during regular business hours, at a reasonable location specified by the company:\", \"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. Each other record maintained by the company regarding the company\u2019s activities, affairs, financial condition, and other circumstances, to the extent the information is material to the member\u2019s rights and duties under the operating agreement or this chapter. \u2026\", \"sentence\": \"Under Fla. Stat. \u00a7 605.0410, a member of a member-managed LLC may inspect and copy required records during regular business hours, on reasonable notice.\"}, {\"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\": \"Within 10 days after a member's demand for information, the company must give a written record.\"}, {\"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\": \"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\": \"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 (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. \u2026\", \"sentence\": \"That record must say what it will provide, when and where, and why it will withhold anything.\"}, {\"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\": \"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. In a dispute concerning the reasonableness of a restriction under this subsection, the company has the burden of proving reasonableness. \u2026\", \"sentence\": \"Companies can set reasonable limits.\"}, {\"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\": \"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. In a dispute concerning the reasonableness of a restriction under this subsection, the company has the burden of proving reasonableness. \u2026\", \"sentence\": \"Under \u00a7 605.0410, the company may impose reasonable restrictions on access to and use of information.\"}, {\"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 a dispute concerning the reasonableness of a restriction under this subsection, the company has the burden of proving reasonableness.\", \"verdict\": \"supported\", \"law_text\": \"\u2026 In a dispute concerning the reasonableness of a restriction under this subsection, the company has the burden of proving reasonableness. This subsection does not apply to the request by a member for the records described in subsection (1). History: s. 2, ch. 2013-180; s. 6, ch. 2015-148; s. 72, ch. 2016-10; s. 250, ch. 2019-90; s. 1, ch. 2021-13.\", \"sentence\": \"In a dispute over reasonableness, the company has the burden of proving it.\"}, {\"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 may impose a reasonable charge, covering the costs of labor and material, for copies of documents furnished.\", \"verdict\": \"supported\", \"law_text\": \"\u2026 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. (3) Each partner and the partnership shall furnish to a partner, and to the legal representative of a deceased partner or partner under legal disability: \u2026\", \"sentence\": \"The partnership may charge a reasonable cost for copies.\"}, {\"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\": \"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.\", \"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. \u2026\", \"sentence\": \"Owners owe each other 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\": \"The duty of care in the conduct or winding up of the company\u2019s activities and affairs is to refrain from engaging in grossly negligent or reckless conduct, willful or intentional misconduct, or a knowing violation of law.\", \"verdict\": \"supported\", \"law_text\": \"\u2026 605.04092; and (c) Refraining from competing with the company in the conduct of the company\u2019s activities and affairs before the dissolution of the company. (3) The duty of care in the conduct or winding up of the company\u2019s activities and affairs is to refrain from engaging in grossly negligent or reckless conduct, willful or intentional misconduct, or a knowing violation of law. (4) A manager of a manager-managed limited liability company and a member of a member-managed limited liability company shall discharge their duties and obligations under this chapter or under the operating agreement and exercise any rights consistently with the obligation of good faith \u2026\", \"sentence\": \"Florida law defines both.\"}, {\"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\": \"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.\", \"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. \u2026\", \"sentence\": \"Under Fla. Stat. \u00a7 605.04091, each member of a member-managed LLC owes fiduciary duties of loyalty and care to the company and its members.\"}, {\"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 includes accounting for profit from company property or opportunities.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0620\/Sections\/0620.8404.html\", \"cite\": \"Fla. Stat. \u00a7 620.8404\", \"heading\": \"General standards of partner\u2019s conduct.\", \"support\": \"The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care, as set forth in subsections (2) and (3).\", \"verdict\": \"supported\", \"law_text\": \"(1) The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care, as set forth in subsections (2) and (3). (2) A partner\u2019s duty of loyalty to the partnership and the other partners is limited to the following: \u2026\", \"sentence\": \"Partners have similar core duties.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0620\/Sections\/0620.8404.html\", \"cite\": \"Fla. Stat. \u00a7 620.8404\", \"heading\": \"General standards of partner\u2019s conduct.\", \"support\": \"To account to the partnership and hold as trustee for the partnership any property, profit, or benefit derived by the partner in the conduct and winding up of the partnership business\", \"verdict\": \"supported\", \"law_text\": \"\u2026 (2) A partner\u2019s duty of loyalty to the partnership and the other partners is limited to the following: (a) To account to the partnership and hold as trustee for the partnership any property, profit, or benefit derived by the partner in the conduct and winding up of the partnership business or derived from a use by the partner of partnership property, including the appropriation of a partnership opportunity; (b) To refrain from dealing with the partnership in the conduct or winding up of the partnership business as or on behalf of a party having an interest adverse to the partnership; \u2026\", \"sentence\": \"Under Fla. Stat. \u00a7 620.8404, a partner must account to the partnership for benefits from partnership business.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0620\/Sections\/0620.8404.html\", \"cite\": \"Fla. Stat. \u00a7 620.8404\", \"heading\": \"General standards of partner\u2019s conduct.\", \"support\": \"including the appropriation of a partnership opportunity\", \"verdict\": \"supported\", \"law_text\": \"\u2026 (2) A partner\u2019s duty of loyalty to the partnership and the other partners is limited to the following: (a) To account to the partnership and hold as trustee for the partnership any property, profit, or benefit derived by the partner in the conduct and winding up of the partnership business or derived from a use by the partner of partnership property, including the appropriation of a partnership opportunity; (b) To refrain from dealing with the partnership in the conduct or winding up of the partnership business as or on behalf of a party having an interest adverse to the partnership; and (c) To refrain from competing with the partnership in the conduct of the partnership business before the dissolution of the partnership. \u2026\", \"sentence\": \"That includes appropriating a partnership opportunity.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0620\/Sections\/0620.8404.html\", \"cite\": \"Fla. Stat. \u00a7 620.8404\", \"heading\": \"General standards of partner\u2019s conduct.\", \"support\": \"A partner\u2019s duty of care to the partnership and the other partners in the conduct and winding up of the partnership business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.\", \"verdict\": \"supported\", \"law_text\": \"\u2026 and (c) To refrain from competing with the partnership in the conduct of the partnership business before the dissolution of the partnership. (3) A partner\u2019s duty of care to the partnership and the other partners in the conduct and winding up of the partnership business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law. (4) A partner shall discharge the duties to the partnership and the other partners under this act or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing. \u2026\", \"sentence\": \"The duty of care is limited to refraining from grossly negligent or reckless conduct, 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\/0620\/Sections\/0620.8103.html\", \"cite\": \"Fla. Stat. \u00a7 620.8103\", \"heading\": \"Effect of partnership agreement; nonwaivable provisions.\", \"support\": \"Eliminate the duty of loyalty under s. 620.8404(2) or s. 620.8603(2)(c)\", \"verdict\": \"supported\", \"law_text\": \"\u2026 (a) Vary the rights and duties under s. 620.8105 except to eliminate the duty to provide copies of statements to all of the partners; (b) Vary the law applicable to a limited liability partnership under s. 620.8106(2); (c) Unreasonably restrict the right of access to books and records under s. 620.8403(2) or to information under s. 620.8403(3); (d) Eliminate the duty of loyalty under s. 620.8404(2) or s. 620.8603(2)(c), but: 1. The partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; or 2. \u2026\", \"sentence\": \"For partnerships, \u00a7 620.8103 bars an agreement from eliminating the duty of loyalty.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0601.html\", \"cite\": \"Fla. Stat. \u00a7 605.0601\", \"heading\": \"Power to dissociate as member; wrongful dissociation.\", \"support\": \"A person has the power to dissociate as a member at any time, rightfully or wrongfully\", \"verdict\": \"supported\", \"law_text\": \"(1) A person has the power to dissociate as a member at any time, rightfully or wrongfully, by withdrawing as a member by express will under s. 605.0602(1). (2) A person\u2019s dissociation as a member is wrongful only if the dissociation: (a) Is in breach of an express provision of the operating agreement; or (b) Occurs before completion of the winding up of the company, and: 1. The person withdraws as a member by express will; 2. \u2026\", \"sentence\": \"Under Fla. Stat. \u00a7 605.0601, a member can withdraw at any time, rightfully or wrongfully.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0601.html\", \"cite\": \"Fla. Stat. \u00a7 605.0601\", \"heading\": \"Power to dissociate as member; wrongful dissociation.\", \"support\": \"Is in breach of an express provision of the operating agreement\", \"verdict\": \"supported\", \"law_text\": \"\u2026 605.0602(1). (2) A person\u2019s dissociation as a member is wrongful only if the dissociation: (a) Is in breach of an express provision of the operating agreement; or (b) Occurs before completion of the winding up of the company, and: 1. The person withdraws as a member by express will; 2. The person is expelled as a member by judicial order under s. 605.0602(6); 3. The person is dissociated under s. 605.0602(8); or 4. \u2026\", \"sentence\": \"A withdrawal is wrongful if it breaks an express term of the operating agreement.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0601.html\", \"cite\": \"Fla. Stat. \u00a7 605.0601\", \"heading\": \"Power to dissociate as member; wrongful dissociation.\", \"support\": \"Occurs before completion of the winding up of the company, and:\", \"verdict\": \"supported\", \"law_text\": \"\u2026 605.0602(1). (2) A person\u2019s dissociation as a member is wrongful only if the dissociation: (a) Is in breach of an express provision of the operating agreement; or (b) Occurs before completion of the winding up of the company, and: 1. The person withdraws as a member by express will; 2. The person is expelled as a member by judicial order under s. 605.0602(6); 3. The person is dissociated under s. 605.0602(8); or 4. \u2026\", \"sentence\": \"It is also wrongful if it happens before winding up is complete and falls within the statute's listed events.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0601.html\", \"cite\": \"Fla. Stat. \u00a7 605.0601\", \"heading\": \"Power to dissociate as member; wrongful dissociation.\", \"support\": \"A person who wrongfully dissociates as a member is liable to the limited liability company and, subject to s. 605.0801, to the other members for damages caused by the dissociation\", \"verdict\": \"supported\", \"law_text\": \"\u2026 605.0602(6); 3. The person is dissociated under s. 605.0602(8); or 4. In the case of a person that is not a trust other than a business trust, an estate, or an individual, the person is expelled or otherwise dissociated as a member because it willfully dissolved or terminated. (3) A person who wrongfully dissociates as a member is liable to the limited liability company and, subject to s. 605.0801, to the other members for damages caused by the dissociation. The liability is in addition to each debt, obligation, or other liability of the member to the company or the other members. \u2026\", \"sentence\": \"A wrongfully dissociating member is liable to the company and the other members for damages.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0601.html\", \"cite\": \"Fla. Stat. \u00a7 605.0601\", \"heading\": \"Power to dissociate as member; wrongful dissociation.\", \"support\": \"the articles of organization or operating agreement may provide that a limited liability company interest may not be assigned before the dissolution and winding up of the limited liability company\", \"verdict\": \"supported\", \"law_text\": \"\u2026 605.0801, to the other members for damages caused by the dissociation. The liability is in addition to each debt, obligation, or other liability of the member to the company or the other members. (4) Notwithstanding anything to the contrary under applicable law, the articles of organization or operating agreement may provide that a limited liability company interest may not be assigned before the dissolution and winding up of the limited liability company. History: s. 2, ch. 2013-180.\", \"sentence\": \"Under \u00a7 605.0601, the articles or operating agreement may bar assigning an LLC interest before dissolution and winding up.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0620\/Sections\/0620.8404.html\", \"cite\": \"Fla. Stat. \u00a7 620.8404\", \"heading\": \"General standards of partner\u2019s conduct.\", \"support\": \"The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care\", \"verdict\": \"supported\", \"law_text\": \"(1) The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care, as set forth in subsections (2) and (3). (2) A partner\u2019s duty of loyalty to the partnership and the other partners is limited to the following: \u2026\", \"sentence\": \"Partners have a similar duty under \u00a7 620.8404.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0000-0099\/0044\/Sections\/0044.102.html\", \"cite\": \"Fla. Stat. \u00a7 44.102\", \"heading\": \"Court-ordered mediation.\", \"support\": \"(b) May refer to mediation all or any part of a filed civil action for which mediation is not required under this section.\", \"verdict\": \"supported\", \"law_text\": \"\u2026 5. The court determines that the action is proper for referral to nonbinding arbitration under this chapter. 6. The parties have agreed to binding arbitration. 7. The parties have agreed to an expedited trial pursuant to s. 45.075. 8. The parties have agreed to voluntary trial resolution pursuant to s. 44.104. (b) May refer to mediation all or any part of a filed civil action for which mediation is not required under this section. (c) In circuits in which a family mediation program has been established and upon a court finding of a dispute, shall refer to mediation all or part of custody, visitation, or other parental responsibility issues as defined in s. 61.13. \u2026\", \"sentence\": \"Florida courts can refer civil cases to mediation, so a business dispute that reaches litigation may still involve a mediated settlement discussion.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0000-0099\/0044\/Sections\/0044.102.html\", \"cite\": \"Fla. Stat. \u00a7 44.102\", \"heading\": \"Court-ordered mediation.\", \"support\": \"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\", \"verdict\": \"supported\", \"law_text\": \"\u2026 (2) A court, under rules adopted by the Supreme Court: (a) Must, upon request of one party, refer to mediation any filed civil action for monetary damages, provided the requesting party is willing and able to pay the costs of the mediation or the costs can be equitably divided between the parties, unless: 1. The action is a landlord and tenant dispute that does not include a claim for personal injury. 2. The action is filed for the purpose of collecting a debt. 3. The action is a claim of medical malpractice. 4. The action is governed by the Florida Small Claims Rules. 5. \u2026\", \"sentence\": \"The requesting party must be willing and able to pay, or the costs must be fairly divided.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0000-0099\/0044\/Sections\/0044.102.html\", \"cite\": \"Fla. Stat. \u00a7 44.102\", \"heading\": \"Court-ordered mediation.\", \"support\": \"The parties have agreed to binding arbitration.\", \"verdict\": \"supported\", \"law_text\": \"\u2026 2. The action is filed for the purpose of collecting a debt. 3. The action is a claim of medical malpractice. 4. The action is governed by the Florida Small Claims Rules. 5. The court determines that the action is proper for referral to nonbinding arbitration under this chapter. 6. The parties have agreed to binding arbitration. 7. The parties have agreed to an expedited trial pursuant to s. 45.075. 8. The parties have agreed to voluntary trial resolution pursuant to s. 44.104. (b) May refer to mediation all or any part of a filed civil action for which mediation is not required under this section. \u2026\", \"sentence\": \"The statute lists exceptions, including cases where the parties agreed to binding arbitration.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0000-0099\/0044\/Sections\/0044.102.html\", \"cite\": \"Fla. Stat. \u00a7 44.102\", \"heading\": \"Court-ordered mediation.\", \"support\": \"All written communications in a mediation proceeding, other than an executed settlement agreement, shall be exempt from the requirements of chapter 119.\", \"verdict\": \"supported\", \"law_text\": \"\u2026 (d) In circuits in which a dependency or in need of services mediation program has been established, may refer to mediation all or any portion of a matter relating to dependency or to a child in need of services or a family in need of services. (3) All written communications in a mediation proceeding, other than an executed settlement agreement, shall be exempt from the requirements of chapter 119. (4) The chief judge of each judicial circuit shall maintain a list of mediators who have been certified by the Supreme Court and who have registered for appointment in that circuit. (a) Whenever possible, qualified individuals who have volunteered their time to serve as mediators shall be appointed. \u2026\", \"sentence\": \"Under \u00a7 44.102, written mediation communications, other than a signed settlement, are exempt from chapter 119 requirements.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0304.html\", \"cite\": \"Fla. Stat. \u00a7 605.0304\", \"heading\": \"Liability of members and managers.\", \"support\": \"A member or manager is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the company solely by reason of being or acting as a member or manager.\", \"verdict\": \"supported\", \"law_text\": \"\u2026 A member or manager is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the company solely by reason of being or acting as a member or manager. This subsection applies regardless of the dissolution of the company. \u2026\", \"sentence\": \"In most cases, LLC members are not personally liable just for being members.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0304.html\", \"cite\": \"Fla. Stat. \u00a7 605.0304\", \"heading\": \"Liability of members and managers.\", \"support\": \"A debt, obligation, or other liability of a limited liability company is solely the debt, obligation, or other liability of the company. A member or manager is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the company solely by reason of being or acting as a member or manager.\", \"verdict\": \"supported\", \"law_text\": \"(1) A debt, obligation, or other liability of a limited liability company is solely the debt, obligation, or other liability of the company. A member or manager is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the company solely by reason of being or acting as a member or manager. This subsection applies regardless of the dissolution of the company. \u2026\", \"sentence\": \"Under Fla. Stat. \u00a7 605.0304, a debt or liability of an LLC is solely the company's. A member or manager is not personally liable for it solely because of that role.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0304.html\", \"cite\": \"Fla. Stat. \u00a7 605.0304\", \"heading\": \"Liability of members and managers.\", \"support\": \"The failure of a limited liability company to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground for imposing liability on a member or manager of the company for a debt, obligation, or other liability of the company.\", \"verdict\": \"supported\", \"law_text\": \"\u2026 This subsection applies regardless of the dissolution of the company. (2) The failure of a limited liability company to observe formalities relating to the exercise of its powers or management of its activities and affairs is not a ground for imposing liability on a member or manager of the company for a debt, obligation, or other liability of the company. (3) The limitation of liability in this section is in addition to the limitations of liability provided for in s. 605.04093. History: s. 2, ch. 2013-180.\", \"sentence\": \"Failing to observe formalities is not a ground for imposing that liability.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0620\/Sections\/0620.8306.html\", \"cite\": \"Fla. Stat. \u00a7 620.8306\", \"heading\": \"Partner\u2019s liability.\", \"support\": \"all partners are liable jointly and severally for all obligations of the partnership\", \"verdict\": \"supported\", \"law_text\": \"(1) Except as otherwise provided in subsections (2) and (3), all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by a claimant or provided by law. (2) A person admitted as a partner into an existing partnership is not personally liable for any partnership obligation incurred before the person\u2019s admission as a partner. \u2026\", \"sentence\": \"Joint and several liability means a creditor can pursue each partner for the full obligation.\"}, {\"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\": \"Vary the requirement to wind up the company\u2019s business, activities, and affairs as specified in s. 605.0709(1), (2)(a), and (5).\", \"verdict\": \"supported\", \"law_text\": \"\u2026 (i) Vary the grounds for dissolution specified in s. 605.0702. A deadlock resolution mechanism does not vary the grounds for dissolution for the purposes of this paragraph. (j) Vary the requirement to wind up the company\u2019s business, activities, and affairs as specified in s. 605.0709(1), (2)(a), and (5). (k) Unreasonably restrict the right of a member to maintain an action under ss. 605.0801-605.0806. (l) Vary the provisions of s. 605.0804, but the operating agreement may provide that the company may not appoint a special litigation committee. \u2026\", \"sentence\": \"Dissolution follows statutory steps and the agreement.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0407.html\", \"cite\": \"Fla. Stat. \u00a7 605.0407\", \"heading\": \"Management of limited liability company.\", \"support\": \"However, a person who wrongfully causes dissolution of the company loses the right to participate in management as a member and a manager.\", \"verdict\": \"supported\", \"law_text\": \"\u2026 (5) A limited liability company shall reimburse a member for an advance to the company beyond the amount of capital the member agreed to contribute. (6) The dissolution of a limited liability company does not affect the applicability of this section and ss. 605.04071-605.04074. However, a person who wrongfully causes dissolution of the company loses the right to participate in management as a member and a manager. History: s. 2, ch. 2013-180.\", \"sentence\": \"Under \u00a7 605.0407, a person who wrongfully causes dissolution loses the right to participate in management as a member and a manager.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0601.html\", \"cite\": \"Fla. Stat. \u00a7 605.0601\", \"heading\": \"Power to dissociate as member; wrongful dissociation.\", \"support\": \"A person who wrongfully dissociates as a member is liable to the limited liability company and, subject to s. 605.0801, to the other members for damages caused by the dissociation.\", \"verdict\": \"supported\", \"law_text\": \"\u2026 605.0602(6); 3. The person is dissociated under s. 605.0602(8); or 4. In the case of a person that is not a trust other than a business trust, an estate, or an individual, the person is expelled or otherwise dissociated as a member because it willfully dissolved or terminated. (3) A person who wrongfully dissociates as a member is liable to the limited liability company and, subject to s. 605.0801, to the other members for damages caused by the dissociation. The liability is in addition to each debt, obligation, or other liability of the member to the company or the other members. \u2026\", \"sentence\": \"In an LLC, leaving outside the rules can make you liable for damages under Fla. Stat. \u00a7 605.0601.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0000-0099\/0095\/Sections\/0095.11.html\", \"cite\": \"Fla. Stat. \u00a7 95.11\", \"heading\": \"Limitations other than for the recovery of real property.\", \"support\": \"An action for assault, battery, false arrest, malicious prosecution, malicious interference, false imprisonment, or any other intentional tort, except as provided in subsections (5), (6), and (8).\", \"verdict\": \"supported\", \"law_text\": \"\u2026 (k) An action to rescind a contract. (l) An action for money paid to any governmental authority by mistake or inadvertence. (m) An action for a statutory penalty or forfeiture. (n) An action for assault, battery, false arrest, malicious prosecution, malicious interference, false imprisonment, or any other intentional tort, except as provided in subsections (5), (6), and (8). (o) Any action not specifically provided for in these statutes. (p) An action alleging a violation, other than a willful violation, of s. 448.110. \u2026\", \"sentence\": \"It is a claim about someone who intentionally interferes with a business relationship.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0304.html\", \"cite\": \"Fla. Stat. \u00a7 605.0304\", \"heading\": \"Liability of members and managers.\", \"support\": \"A member or manager is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the company solely by reason of being or acting as a member or manager.\", \"verdict\": \"supported\", \"law_text\": \"\u2026 A member or manager is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the company solely by reason of being or acting as a member or manager. This subsection applies regardless of the dissolution of the company. \u2026\", \"sentence\": \"In an LLC, members are generally not personally liable just for being members.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0620\/Sections\/0620.8306.html\", \"cite\": \"Fla. Stat. \u00a7 620.8306\", \"heading\": \"Partner\u2019s liability.\", \"support\": \"all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by a claimant or provided by law.\", \"verdict\": \"supported\", \"law_text\": \"(1) Except as otherwise provided in subsections (2) and (3), all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by a claimant or provided by law. (2) A person admitted as a partner into an existing partnership is not personally liable for any partnership obligation incurred before the person\u2019s admission as a partner. \u2026\", \"sentence\": \"In a general partnership, partners can be jointly and severally liable for partnership obligations under \u00a7 620.8306, so the entity type matters.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0605\/Sections\/0605.0105.html\", \"also\": [{\"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\": \"(2) To the extent the operating agreement does not otherwise provide for a matter described in subsection (1), this chapter governs the matter.\", \"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\"}], \"cite\": \"Fla. Stat. \u00a7 605.0105\", \"heading\": \"Operating agreement; scope, function, and limitations.\", \"support\": \"(1) Except as otherwise provided in subsections (3) and (4), the operating agreement governs the following: (a) Relations among the members as members and between the members and the limited liability company.\", \"verdict\": \"supported\", \"law_text\": \"(1) Except as otherwise provided in subsections (3) and (4), the operating agreement governs the following: (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 Florida law, an LLC's operating agreement governs relations among the members as members and between the members and the company, and to the extent the operating agreement does not otherwise provide for that matter, the statute governs it.\"}, {\"url\": \"https:\/\/www.leg.state.fl.us\/statutes\/index.cfm?App_mode=Display_Statute&URL=0600-0699\/0620\/Sections\/0620.8103.html\", \"cite\": \"Fla. Stat. \u00a7 620.8103\", \"heading\": \"Effect of partnership agreement; nonwaivable provisions.\", \"support\": \"(1) Except as otherwise provided in subsection (2), relations among partners and between partners and a partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this act governs relations among partners and between partners and a partnership.\", \"verdict\": \"supported\", \"law_text\": \"(1) Except as otherwise provided in subsection (2), relations among partners and between partners and a partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this act governs relations among partners and between partners and a partnership. (2) The partnership agreement may not: (a) Vary the rights and duties under s. 620.8105 except to eliminate the duty to provide copies of statements to all of the partners; (b) Vary the law applicable to a limited liability partnership under s. \u2026\", \"sentence\": \"Under Florida's partnership law, relations among partners and between partners and a partnership are governed by the partnership agreement, and to the extent the partnership agreement does not otherwise provide, the act governs those relations.\"}, {\"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\": \"(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.\", \"verdict\": \"supported\", \"law_text\": \"\u2026 (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. The department, including provisions pertaining to records authorized or required to be delivered to the department for filing under this chapter. \u2026\", \"sentence\": \"Under Florida law, there are things an operating agreement may not do, such as vary a limited liability company's capacity to sue and be sued in its own name, so the agreement's terms are reviewed with those limits in mind.\"}], \"languages\": [{\"code\": \"en\", \"post_id\": 404}, {\"code\": \"es\", \"post_id\": 405}]}","chg_sendback":"","chg_canonical":"","chg_lang":"","chg_hreflang":"[{\"hreflang\": \"en\", \"href\": \"https:\/\/kewlegal.com\/resources\/business-partner-dispute-florida\/\"}, {\"hreflang\": \"es\", \"href\": \"https:\/\/kewlegal.com\/resources\/es\/disputa-socios-florida\/\"}, {\"hreflang\": \"x-default\", \"href\": \"https:\/\/kewlegal.com\/resources\/business-partner-dispute-florida\/\"}]","chg_jsonld":"[{\"@context\": \"https:\/\/schema.org\", \"speakable\": {\"@type\": \"SpeakableSpecification\", \"cssSelector\": [\"article > p:first-of-type\", \".wp-block-details p\", \"article > h1\"]}, \"author\": {\"@type\": \"Person\", \"name\": \"Kristina E. 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In an LLC, leaving outside the rules can make you liable for damages under Fla. Stat. \u00a7 605.0601.\"}}, {\"@type\": \"Question\", \"name\": \"What is tortious interference with a business relationship in Florida?\", \"acceptedAnswer\": {\"@type\": \"Answer\", \"text\": \"It is a claim that someone intentionally and without justification interfered with a business relationship. The Florida Supreme Court has described its elements as (1) the existence of a business relationship under which the plaintiff has legal rights, (2) the defendant's knowledge of that relationship, (3) an intentional and unjustified interference with it by the defendant, and (4) damage to the plaintiff as a result of the breach of the relationship. Tamiami Trail Tours, Inc. v. Cotton, 463 So. 2d 1126 (Fla. 1985). Whether it fits your facts depends on the relationship, the conduct, and the documents.\"}}, {\"@type\": \"Question\", \"name\": \"Are owners personally liable in a partnership?\", \"acceptedAnswer\": {\"@type\": \"Answer\", \"text\": \"In an LLC, members are generally not personally liable just for being members. In a general partnership, partners can be jointly and severally liable for partnership obligations under \u00a7 620.8306, so the entity type matters.\"}}, {\"@type\": \"Question\", \"name\": \"Are partnerships difficult to terminate?\", \"acceptedAnswer\": {\"@type\": \"Answer\", \"text\": \"It depends on the agreement, the number of owners, and whether they agree. 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