A partnership or shareholder dispute is a fight between the people who own a business. In Florida it usually looks like one of a few things: an owner is frozen out of the accounts, the records, or the decisions; distributions stop without explanation; one partner is taking money, customers, or opportunities for themselves; or two equal owners deadlock and the company cannot move. The Law Offices of Aaron Resnick, P.A. represents Miami owners, partners, LLC members, and shareholders on both sides of these disputes, in negotiation and in court. What the operating or shareholder agreement says, and what has already happened to the company's money and records, usually decides how it ends.
When a Partnership or Shareholder Dispute Becomes Urgent
Some owner disagreements can be worked out over months. Others cannot wait. It is usually time to move quickly when:
- Company money is moving, or distributions have stopped without explanation
- You have been locked out of the bank accounts, the books, the email, or the building
- Your partner is signing contracts, borrowing, or selling assets without you
- Your ownership interest is being diluted, transferred, or sold
- Customers, employees, or vendors are being moved to another entity
- The other side has hired a lawyer, sent a demand, or filed suit
Acting early preserves records, protects assets, and keeps options open, including emergency relief where the facts support it.
What These Disputes Involve
- Partnership disputes between general partners and LLC members
- Shareholder disputes, including minority shareholder oppression and freeze-outs
- Buyouts, forced exits, and business divorce
- Deadlock between fifty-fifty owners
- Breach of fiduciary duty, self-dealing, and diverted funds
- Access to books, records, and an accounting
- Disputes with departing owners, including non-compete agreements
Questions Business Owners Ask
Can I force my business partner to buy me out?
In Florida it depends first on the agreement. Many operating and shareholder agreements contain a buy-sell clause, a put right, or a shotgun provision that sets the price and the process, and courts generally enforce what the owners agreed to. Without one, there is no automatic right to be bought out of an LLC or a partnership. Leverage usually comes from another direction, such as a claim for dissolution, a fiduciary duty claim, or an accounting. Florida corporations are treated differently: in a shareholder proceeding the company or the other shareholders may elect to purchase the shares instead of allowing the corporation to be dissolved.
My partner locked me out of the business. What can I do?
Being locked out does not remove you as an owner. In Florida, LLC members and shareholders have statutory rights to inspect the company's books and records, and an ownership interest cannot be erased because the other owner changed the locks or the passwords. A written demand for records is often the first step, because it establishes the right and produces the financial picture. If money is moving or assets are being sold, emergency relief may be available. What matters most is speed and documentation. Preserve everything you still have access to before it disappears.
What rights does a minority shareholder have in Florida?
A minority owner cannot outvote the majority, but is not without protection. Florida law gives shareholders and LLC members the right to inspect books and records, and majority owners owe duties that they breach when they use control to take company value for themselves. Conduct such as cutting off distributions while paying the majority owner a salary, diluting the minority, or diverting company opportunities can support claims for breach of fiduciary duty, an accounting, or in defined circumstances a court-ordered remedy. The strength of the claim usually turns on the financial records.
How do you get out of a fifty-fifty partnership?
A fifty-fifty split is the hardest structure to exit, because neither owner can outvote the other. In Florida the usual paths are a negotiated buyout, a sale of the whole company, a structured separation of assets and customers, or court-ordered dissolution when the deadlock is genuine and the business can no longer function. Check the agreement first for a deadlock clause, a mediation requirement, or a buy-sell formula. Where there is none, the practical question becomes which owner controls the money and the records, because that usually decides who has leverage while the dispute is resolved.
Can I dissolve the company if my partner will not agree?
Sometimes. Florida law allows a court to dissolve an LLC or a corporation in defined circumstances, which generally include a deadlock the owners cannot break, conduct that is illegal or fraudulent, or a situation where it is no longer reasonably practicable to carry on the business under the governing documents. Judicial dissolution is a serious remedy and is not granted simply because owners are unhappy with each other. In practice it is often more useful as leverage toward a buyout than as an end in itself, because most owners would rather buy the other out than liquidate a working company.
What if there is no partnership or operating agreement?
Then Florida's default statutes fill the gap, and they are rarely what either owner assumed. Florida's LLC Act supplies default rules on management, voting, distributions, records, and dissociation. Partnerships fall under Florida's partnership statutes and corporations under the Business Corporation Act. Default rules are blunt, and they often produce results neither owner would have chosen. Where there is no written deal, conduct, financial records, and the parties' actual course of dealing become far more important to the outcome.
How These Disputes Get Resolved
Negotiation
Most owner disputes are resolved by agreement. A negotiated buyout or separation is usually faster and cheaper than litigation, and it keeps the terms private. Negotiating from a documented position, rather than from frustration, is what makes it work.
Mediation
A neutral mediator helps the owners reach their own resolution. Many operating and shareholder agreements require mediation before suit. It is confidential, non-binding until an agreement is signed, and often effective once both sides have seen the financial picture.
Arbitration
If the governing agreement contains an arbitration clause, the dispute may have to be arbitrated rather than filed in court. Arbitration is usually private and can be faster, though appeal rights are narrow. Read the clause early, because it determines where the case belongs.
Litigation
When the other side will not deal, or when assets and control are at risk, the case belongs in court. Litigation also unlocks tools that negotiation does not have, including discovery, an accounting, and emergency relief such as an injunction or the appointment of a receiver where the facts support it.
What Usually Goes Wrong Before Anyone Calls a Lawyer
These disputes get harder because of what happens in the first few weeks. Owners negotiate by angry text and email, and those messages become exhibits. One owner starts self-help, changing locks or sweeping an account, and hands the other side a claim. Records that should have been preserved are deleted or lost with an email account. Someone signs a term sheet nobody reviewed, or resigns a title without understanding that the ownership interest and the officer role are two different things. Getting advice early, and being careful about what gets said and sent, protects the position the rest of the case is built on.
What Documents to Bring
- The operating agreement, partnership agreement, or shareholder agreement, with every amendment
- Articles of organization or incorporation and the company's filing history
- Proof of your ownership percentage, capital contributions, and any promised interest
- Recent financial statements, tax returns, and K-1s
- Bank and credit card access, or a record of what you used to be able to see
- Key contracts and the customer or vendor relationships in dispute
- The communications with your partner showing what actually happened
If you do not have all of it, that is normal, and it is often part of the problem. Bring what you have.
Why Business Owners Call Aaron Resnick
Aaron Resnick has represented Miami business owners in commercial disputes for more than twenty years, and clients work directly with Aaron rather than a rotating team. He is fourth-generation Miami Beach, which is why much of this work arrives by referral from people who have already been through it. Aaron is AV Preeminent rated, has been named a Florida Super Lawyer for fourteen consecutive years, and is a past President of the Miami Beach Bar Association. Ownership disputes are decided on documents, money, and timing, and the firm handles all three in Florida courts.
Related
- breach of contract and commercial litigation
- Employment law disputes with executives and key employees
Talk to Aaron About Your Partnership or Shareholder Dispute
Tell Aaron what happened in a sentence and get a real answer. Call 305-672-7495 to schedule a consultation.
This page is general information about Florida partnership and shareholder disputes and is not legal advice. Reading it, contacting the firm, or submitting a form does not create an attorney-client relationship, and you should not send confidential information until representation is confirmed. Prior results do not guarantee a similar outcome.
