Partnership Dispute Attorneys
Representing partners and LLC members in disputes over control, money, and exit, in Florida from our Miami office and in 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. 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.
This page explains the duties partners and LLC members owe each other under Florida law, the remedies available when those duties are broken, how a partnership case moves, and what to bring to the first call. Every statute cited was read on the Florida Legislature’s site on 16 September 2026. Partnerships in Washington, D.C., Massachusetts, and New York are governed by those jurisdictions’ own statutes, which IBL applies through attorneys admitted there.
Every matter is assessed on its own facts. Some partnership disputes are better resolved by a negotiated separation than by litigation, and IBL says so at the outset when that is the case.
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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 for it.
Access to Books and Records
Under section 605.0410, an LLC must keep specified records at its principal office, 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 IBL 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 IBL 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 real fight.
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 threat 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 winning 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); and four years for any action not otherwise provided for, section 95.11(3)(o), which covers many fiduciary duty claims. When the period begins is often the real question.
The forum. Many operating agreements require arbitration. Where they do not, an LLC or partnership dispute 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. Courts must refer a filed civil action for damages to mediation on a party’s request under section 44.102, and in practice order it before trial in nearly every business case.
Preserve first. A partner who suspects a dispute is coming 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.
Next question: How does a business divorce work in Florida? Then: What are an LLC member’s rights in Florida?
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The attorneys were incredibly responsive, guiding me through every step of the process with clarity and professionalism.
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Tell Us About Your Matter
How We Work a Partnership Dispute
Agreement and Records Review +
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.
Records Demand +
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.
Written Assessment +
The claims, the defences, the forum, the deadline, the likely value of the interest at stake, and a recommendation: negotiate a separation, seek an injunction, or file.
Demand and Negotiated Separation +
Many partnership disputes end in a buyout on negotiated terms. IBL prepares the valuation case, with forensic accountants where the numbers are disputed, before the first conversation.
Filing and Emergency Relief +
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.
Discovery and Mediation +
Bank records, accounting files, and depositions of the partners and the bookkeeper. Court-ordered mediation with the valuation evidence in hand.
Trial, Dissolution, or Buyout +
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 • Litigation 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 • Litigation 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 IBL answers from the documents.
03 • Litigation My partner will not show me the books. What can I do?
Under section 605.0410, Florida Statutes, 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 • Litigation Does a partnership dispute have to go to court?
No. Many resolve by negotiated buyout or mediation. Where the operating agreement requires arbitration, the dispute goes there instead of court.
05 • Litigation What does it cost?
Court fees are public and set by the clerk. How an engagement with IBL is structured depends on the matter. Contact the firm to discuss your situation.
Talk to a Partnership Dispute Attorney
Offices in Miami, Washington, D.C., and New York. Call (202) 860-1210 or send the partnership or operating agreement and a short description of the dispute through the form. 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. Last reviewed 16 September 2026. Florida statutes cited: sections 26.012, 34.01, 44.102, 95.11, 605.0406, 605.04091, 605.0410, 605.0702, 620.8404, and 620.8801, Florida Statutes (2025).