Partnership Dispute Attorneys
Representing partners and LLC members in disputes over control, money, and exit, in Florida, Washington, D.C., Massachusetts, and New York.
A partnership dispute is rarely about one thing. It starts with a distribution that did not arrive, a decision made without a vote, or a partner who stopped showing up, and it becomes a dispute about who owns what, who owes what, and whether the business continues. In Florida, a general partnership is governed by chapter 620, Florida Statutes, and an LLC by chapter 605. Under section 620.8404, a partner owes the partnership and the other partners a duty of loyalty and a duty of care.
Industria Business Lawyers represents partners and LLC members on both sides of those disputes: the partner who wants out, the partner who wants to stay, the majority, and the minority. Partnerships in Washington, D.C., Massachusetts, and New York are governed by those jurisdictions’ own statutes. Every matter is assessed on its own facts. Some partnership disputes are better resolved by a negotiated separation than by litigation, and the firm says so at the outset when that is the case. A consultation is free.
Partnership and LLC Disputes We Handle
In Florida, a general partnership is governed by the Revised Uniform Partnership Act in chapter 620, Florida Statutes, and a limited liability company by the Revised Limited Liability Company Act in chapter 605. Most disputes fall into these patterns.
Breach of Fiduciary Duty
Under section 620.8404, Florida Statutes, a partner owes the partnership and the other partners a duty of loyalty and a duty of care. Under section 605.04091, each manager of a manager-managed LLC and each member of a member-managed LLC owes the same duties to the company and its members. The duty of loyalty includes accounting for any property, profit, or benefit derived from the business or its property. Self-dealing, diverted opportunities, and hidden compensation are the usual claims.
Distributions and Capital Accounts
Disputes over whether distributions were owed, whether they were made in the right amounts, and whether a partner’s capital account was kept correctly. Under section 605.0406, a member or manager who consents to a distribution that violates the statute’s limits, and in doing so fails to comply with the standards of conduct, can be personally liable to the company for the amount by which the distribution exceeded what could lawfully have been distributed, and section 605.0406(5) bars that action unless it is commenced within 2 years after the distribution.
Access to Books and Records
Under section 620.8403, Florida Statutes, a partnership must keep its books and records, if any, at its chief executive office and give partners and their agents and attorneys access to them, and under section 605.0410, an LLC must keep specified records at its principal office or another location, including the member list, the operating agreement and its amendments, and the articles, and members have rights to information. A partner or member who cannot see the books is usually the first sign of a larger problem, and a records demand is often the first step the firm takes.
Deadlock and Control
Two equal owners who cannot agree, a majority that governs without the minority, or a manager who acts outside the operating agreement. The operating agreement’s voting, deadlock, and removal provisions decide most of these, which is why the firm reads them first.
Buyouts, Withdrawal, and Dissociation
The terms on which a partner leaves and what the departing partner is paid. Under section 620.8801, a partnership at will is dissolved when a partner gives notice of an express will to withdraw; partnerships for a term and LLCs follow their agreements and the statute. The valuation of the departing interest is usually the central question.
Judicial Dissolution
Under section 605.0702, a circuit court may dissolve an LLC in a proceeding by a member or manager on the grounds the statute sets out. Dissolution is the remedy of last resort, and the prospect of it is often what brings the parties to a negotiated buyout.
Deadlines, Forum, and the Operating Agreement
Three things shape a partnership case before the first document is filed.
The agreement. The partnership or operating agreement usually sets the forum, the governing law, the voting rules, the buyout formula, and sometimes whether attorney fees shift to the prevailing party. Where it is silent, the Florida statutes fill the gap. Where there is no written agreement at all, chapter 620 governs a partnership by default, which surprises many partners who never intended to form one.
The deadlines. Section 95.11, Florida Statutes, sets the limitation periods: five years for a claim on a written instrument, section 95.11(2)(b); four years for fraud, section 95.11(3)(i); four years for a contract not founded on a written instrument, section 95.11(3)(j); four years for an intentional tort, section 95.11(3)(n), or any action not otherwise provided for, section 95.11(3)(o); and two years for negligence, section 95.11(5)(a), with the period for a fiduciary duty claim depending on how the claim is characterized. When the period begins is often the real question.
The forum. Many operating agreements require arbitration. Where they do not, a damages claim in Florida is heard in circuit court under section 26.012 when the amount in controversy exceeds $50,000 and in county court under section 34.01 when it does not, but a proceeding to dissolve an LLC must be brought in circuit court whatever the amount. Courts must refer a filed civil action for monetary damages to mediation on a party’s request under section 44.102, if the requesting party is willing and able to pay the costs or the costs can be equitably divided, subject to the exceptions listed in that section, and often order it before trial in business cases.
Preserve first. A partner who expects a dispute should preserve the books, the bank records, and the correspondence before anything else, and should stop discussing the dispute with the other side until counsel has read the file.
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I would recommend working with Aaron and team.”
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As a result, we’ve continued to rely on them as our go-to legal counsel for ongoing corporate matters.”
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The attorneys were incredibly responsive, guiding me through every step of the process with clarity and professionalism.
They took the time to address all my questions and concerns, ensuring that I felt confident in each decision we made. Their attention to detail and thoroughness were evident in the documents they prepared, which gave me peace of mind. What stood out most was their commitment to my vision. They not only provided legal advice but also offered valuable insights into the industry, helping me navigate potential challenges and seize opportunities.
Overall, working with IBL was a fantastic experience. They made a complex process manageable and stress-free. Thank you for your outstanding support.”
Client testimonials describe individual experiences. You may not obtain the same or similar results.
How We Work a Partnership Dispute
The partnership or operating agreement with every amendment, the capital account history, the distributions, and the correspondence, read together to establish what each party was entitled to.
Where the books are being withheld, a written demand under the statute and the agreement, which often produces the documents and sometimes resolves the dispute on its own.
The claims, the defenses, the forum, the deadline, the value of the interest at stake, and a recommendation: negotiate a separation, seek an injunction, or file.
Many partnership disputes end in a buyout on negotiated terms. The valuation case is prepared, with forensic accountants where the numbers are disputed, before the first conversation.
Where a partner is draining accounts, diverting business, or locking others out, a complaint with a request for an injunction or a receiver that stops the conduct while the case is decided.
Bank records, accounting files, and depositions of the partners and the bookkeeper. Court-ordered mediation with the valuation evidence in hand.
Cases that do not settle are tried; where the business cannot continue, a court-ordered dissolution or a buyout on terms the court sets.
FAQ
01 • Partners and LLC Members We never signed a partnership agreement. Do I have any rights?
Yes. In Florida, a partnership without a written agreement is governed by chapter 620, Florida Statutes, which sets default rules for duties, profits, and withdrawal. For an LLC without a full operating agreement, chapter 605 does the same.
02 • Partners and LLC Members Can I force my partner to buy me out?
It depends on the agreement and the statute. Some agreements contain buy-sell provisions; where they do not, a departing partner’s rights depend on the type of entity and the circumstances of the departure. This is one of the first questions answered from the documents.
03 • Partners and LLC Members My partner will not show me the books. What can I do?
Under section 620.8403, Florida Statutes, a partnership must give partners access to its books and records, and under section 605.0410 an LLC must keep specified records and members have rights to information. A written demand is the first step; a court order is the second.
04 • Partners and LLC Members Does a partnership dispute have to go to court?
No. Many resolve by negotiated buyout or mediation. Where the partnership or operating agreement requires arbitration, the dispute goes there instead of court.
05 • Partners and LLC Members How long do I have to bring a claim against a partner?
Section 95.11, Florida Statutes, sets the limitation periods: five years for a claim on a written instrument, four years for fraud, four years for a contract not founded on a written instrument, four years for an intentional tort or any action not otherwise provided for, and two years for negligence, and the period for a fiduciary duty claim depends on how the claim is characterized. When the period begins is often the real question.
Partners and LLC members. Call (202) 860-1210 or send a short description of the dispute through the form, without confidential details; we will ask for the partnership or operating agreement after we check for conflicts. A consultation is free. Every matter is reviewed on its own facts.
This page provides general information about partnership and LLC disputes and does not constitute legal advice. Reading it does not create an attorney-client relationship with Industria Business Lawyers. Whether a claim or defense exists depends on the facts, the agreement, and the law in force. Florida statutes cited: sections 26.012, 34.01, 44.102, 95.11, 605.0406, 605.04091, 605.0410, 605.0702, 620.8403, 620.8404, and 620.8801, Florida Statutes (2026).