{"id":518,"date":"2026-10-15T03:50:06","date_gmt":"2026-10-15T03:50:06","guid":{"rendered":"https:\/\/kewlegal.com\/resources\/co-owner-disputes-florida-business\/miami-dade-county\/"},"modified":"2026-10-27T14:55:49","modified_gmt":"2026-10-27T14:55:49","slug":"miami-dade-county","status":"publish","type":"page","link":"https:\/\/kewlegal.com\/resources\/co-owner-disputes-florida-business\/miami-dade-county\/","title":{"rendered":"Partnership Dispute Attorney Miami-Dade County | KEW Legal"},"content":{"rendered":"\n
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Partnership Dispute Attorney | Coral Gables and Sunny Isles Beach<\/p>

Partnership Disputes Need a Business Lawyer Who Reads the Agreement First<\/h1>

KEW Legal focuses on business law for owners and investors across Miami-Dade County. Kristina E. Wilson advises on deadlocks, buyouts, withdrawals, and breached operating agreements.<\/p>

Schedule a Free Consultation or Call 305-990-2300<\/a><\/div>
Schedule a Free Consultation or Call 305-990-2300<\/a><\/div><\/div>\n<\/div><\/div>\n\n\n

By Kristina E. Wilson \u00b7 Published October 14, 2026<\/p>\n\n

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A partnership dispute is a disagreement between co-owners of a business or investment entity over control, money, roles, or how an owner exits. In Florida, the written operating or partnership agreement usually sets the first rules. This page explains how a partnership dispute attorney in Miami-Dade County approaches these questions and how co-owners can prepare.<\/p>\n

Partnership Disputes Among Miami-Dade Business Owners<\/h2>\n

Most partnership disputes start with a specific issue. A capital contribution goes unpaid. An expense gets questioned. One partner stops attending meetings or stops signing off on decisions.<\/p>\n

Miami-Dade’s business mix creates its own patterns. Co-owners often hold commercial property together. Restaurant and hospitality ventures bring in several investors. Import and distribution companies often split work between a money partner and an operator. Professional practices raise questions about who owns what when someone leaves.<\/p>\n

Small disagreements become serious when the written agreement is unclear or was never updated. A deal that worked with two owners may not fit a business with five. The gap between the paperwork and the business often decides how far a disagreement goes. For a broader overview, see our co-owner disputes guide.<\/p>\n\n

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Not sure what your next step is?<\/h3>

Talk it through with our team — the first consultation is free, confidential, and carries no obligation.<\/p>

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Get a free consultation<\/a><\/div><\/div>\n<\/div>\n\n
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How Florida Law Frames Co-Owner Rights<\/h2>\n

Under Fla. Stat. \u00a7 605.0105<\/a>, the operating agreement governs relations among the members and between the members and the limited liability company, as well as the company’s activities and affairs. Under Fla. Stat. \u00a7 620.8202<\/a>, the association of two or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership.<\/p>\n

The agreement comes first. Under Fla. Stat. \u00a7 605.0105<\/a>, the operating agreement governs relations among members and between members and the LLC. Under Fla. Stat. \u00a7 605.0105<\/a>, to the extent the operating agreement does not otherwise provide for a matter described in subsection (1), this chapter governs the matter. For partnerships, Fla. Stat. \u00a7 620.8103<\/a> gives the partnership agreement the same first role.<\/p>\n

Some limits apply. An operating agreement cannot excuse liability for bad faith, willful or intentional misconduct, or a knowing violation of law under \u00a7 605.0105<\/a>. A partnership agreement<\/a> cannot eliminate the duty of loyalty. It may identify certain activities that do not violate that duty, if they are not manifestly unreasonable.<\/p>\n

Gaps create risk. If an agreement is silent on deadlock, exit, or buyouts, default rules may apply. The result depends on the actual documents and facts. In a member-managed LLC, Fla. Stat. \u00a7 605.04073<\/a> sets a default rule that a majority-in-interest vote decides differences over matters in the ordinary course of the company’s activities, and the operating agreement can change that rule. Under the default rule, amending the operating agreement requires the consent of all members, but the operating agreement can provide otherwise.<\/p>\n

Warning Signs and What to Gather Before a First Conversation<\/h2>\n

Warning signs often appear before any lawsuit. Watch for blocked access to financial records, contracts signed by one owner without the others, deadlock on major votes, distributions no one can explain, or a partner who has stopped taking part.<\/p>\n

Records access is a statutory right<\/a>. Members of a member-managed LLC may inspect and copy certain company records during regular business hours, at a location the company specifies, subject to the limits in Fla. Stat. \u00a7 605.0410, including records material to the member’s rights and duties. Under Fla. Stat. \u00a7 620.8403<\/a>, partners may inspect and copy partnership books during ordinary business hours.<\/p>\n

If an LLC refuses inspection, Fla. Stat. \u00a7 605.0411<\/a> lets a circuit court summarily order it. When inspection is ordered, Fla. Stat. \u00a7 605.0411 provides that the court shall order the LLC to pay the member’s reasonable expenses, including attorney fees, unless the company proves it acted in good faith based on a reasonable basis for doubt about the member’s right to inspect.<\/p>\n

Gather these before the first meeting:<\/p>\n