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Partnership & Shareholder Disputes

Miami Partnership and Shareholder Disputes Attorney

Internal business conflicts, ownership rights, and fiduciary duty claims under Florida's LLC, corporation, and partnership statutes across Miami-Dade and South Florida. Control of the company often hinges on the operating documents.

Operating agreements, shareholder agreements, and partnership agreements are the first place every dispute starts. Florida's default statutes apply only where the operative documents are silent. The agreement controls in most fights.

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35+

Years of Practice

Florida Bar member since 1989

1989

Florida Bar Licensed

University of Miami School of Law

State & Federal

Court Admission

SDFL (1991), MDFL (2001)

Boutique

Practice Model

Direct attorney involvement

Common Questions

Frequently Asked Questions

What is the difference between a direct claim and a derivative claim?+

A direct claim is brought by an owner for harm done personally to that owner (such as denial of distributions or interference with voting rights). A derivative claim is brought on behalf of the entity for harm done to the company (such as embezzlement or self-dealing that damaged the company's value). The two have different procedural requirements: derivative claims typically require a pre-suit demand on management and have stricter pleading rules.

What fiduciary duties do partners and shareholders owe?+

Florida recognizes fiduciary duties of loyalty and care among partners, LLC members and managers, and (for closely held corporations) shareholders. Duties include avoiding self-dealing, not usurping company opportunities, dealing fairly with co-owners, and not putting personal interest ahead of the entity's interest. The specific duties depend on the entity type, the operating agreement, and the role of the person involved.

Can I force the sale of my business interest?+

Sometimes. The first source is the operating agreement, partnership agreement, or shareholder agreement, which often contains buyout, transfer, or right-of-first-refusal provisions. Florida statutes also provide statutory buyout remedies in some circumstances, including as an alternative to judicial dissolution where oppression or deadlock is shown. The right to force a sale depends on the documents and the conduct.

What is judicial dissolution?+

Judicial dissolution is a court-ordered windup of the entity. Florida statutes (Ch. 605 for LLCs, Ch. 607 for corporations, Ch. 620 for partnerships) allow judicial dissolution on grounds including deadlock, oppression of minority owners, illegal conduct, or where ongoing operation is impracticable. Dissolution triggers a windup process where assets are sold or distributed and proceeds go to owners. See our full Legal Terms Glossary for more Florida-specific definitions.

What is shareholder oppression?+

Shareholder oppression is conduct by majority owners that frustrates the reasonable expectations of minority owners or that is burdensome, harsh, or wrongful. Examples include freezing out minority owners from management, denying dividends or distributions while extracting personal benefits, or manipulating compensation to extract entity value. Oppression supports judicial dissolution and buyout remedies under Ch. 607.

Do I have a right to inspect company books and records?+

Yes, in most cases. Florida statutes give partners, LLC members, and shareholders specific rights to inspect company books and records. The scope and procedure depends on the entity type and statute. A denial of inspection rights is itself an enforceable claim and often signals larger underlying disputes.

What does my operating agreement control?+

Most things. Florida's entity statutes function largely as defaults that apply only where the operating agreement, partnership agreement, or shareholder agreement is silent. Operating documents typically control voting rights, transfer restrictions, distribution rules, buyout procedures, dispute resolution clauses, and indemnification. Reading and applying the operative document correctly is the foundation of every internal dispute.

How long do these disputes take to resolve?+

It varies. Disputes that resolve through buyout under operating-agreement provisions can wrap up in months. Cases that involve judicial dissolution, derivative claims, or full litigation typically take 12 to 24 months or longer. Internal business disputes also tend to spawn related claims (fraud, breach of contract, tortious interference) that affect timeline.

How long do I have to file a partnership or shareholder dispute claim in Florida?+

It depends on how the claim is framed. A breach of fiduciary duty claim generally carries a four-year deadline under Fla. Stat. § 95.11(3), Florida's catch-all limitations period. If the fiduciary duty is spelled out in a written operating agreement, partnership agreement, or shareholder agreement, a breach of contract claim based on that document instead carries a five-year deadline under Fla. Stat. § 95.11(2)(b). An oral or implied agreement carries a four-year period. Claims sounding in fraud can benefit from the discovery rule, meaning the clock may not start until the fraud was or reasonably should have been discovered. See our full Florida Statute of Limitations reference guide for how these periods compare across case types.

Are attorney's fees recoverable in owner disputes?+

Often yes. Most operating agreements, partnership agreements, and shareholder agreements include attorney's fees provisions. Florida statutes also provide fee-shifting in derivative actions and some other contexts. Fee strategy is built into the case from the first pleading.

Does the firm represent both majority and minority owners?+

Yes. The firm represents both majority owners defending against minority claims and minority owners pursuing claims for oppression, dissolution, or breach of fiduciary duty. Each side requires different strategy, but the underlying preparation and disciplined approach to the case is the same.

Three Categories of Internal Disputes

Layers of Owner Conflict

Disputes between partners, LLC members, and shareholders generally fall into three categories. Each has its own legal framework, available remedies, and procedural posture. The category determines what relief is realistic and how the case is built.

LAYER 01

Ownership & Control

Disputes over equity percentages, voting rights, board composition, management authority, and operational control. The operating, partnership, or shareholder agreement is the primary battleground.

LAYER 02

Fiduciary Duties & Misconduct

Self-dealing, usurpation of corporate opportunity, breach of duty of loyalty or care, mismanagement, and improper distributions. Direct claims and derivative claims on behalf of the entity both arise.

LAYER 03

Dissolution & Buyout

Statutory dissolution actions, judicial dissolution for deadlock or oppression, buyout remedies, and forced-sale procedures. Often the practical outcome when ongoing co-ownership is no longer viable.

Three Florida Statutory Frameworks

The Statutes That Govern These Disputes

Florida law provides separate statutory frameworks for each entity type. The applicable statute determines what duties apply, what remedies are available, and what procedures govern the case. Identifying the right framework at the outset drives the entire strategy.

605

Chapter / LLCs

Florida Revised LLC Act

Florida Revised Limited Liability Company Act, Chapter 605. Governs member rights, manager duties, derivative actions, judicial dissolution, and buyout procedures for Florida LLCs.

607

Chapter / Corporations

Florida Business Corporation Act

Florida Business Corporation Act, Chapter 607. Governs shareholder rights, director and officer duties, derivative actions, oppression remedies, and judicial dissolution of Florida corporations.

620

Chapter / Partnerships

Revised Uniform Partnership Act

Florida Revised Uniform Partnership Act, Chapter 620. Governs partner rights, partnership duties, dissociation, dissolution, and buyout of departing partners in Florida general and limited partnerships.

Available Remedies

Owner Dispute Remedies and Recovery

Internal business disputes have remedies that go beyond money damages. Florida's entity statutes provide specific procedures, equitable relief, and statutory remedies tailored to ownership disputes.

Remedy

Type

When Available

Judicial DissolutionCourt-ordered windup

Statutory

Available for deadlock, oppression, illegal conduct, or other statutory grounds. Triggers windup and distribution of assets to owners. Available under Ch. 605, 607, and 620 with different standards.

Buyout / Forced SaleEquity purchase

Statutory

Florida statutes provide buyout procedures as alternatives to dissolution. Court determines fair value of the departing or oppressed owner's interest. Frequent practical outcome.

Derivative ActionOn behalf of entity

Statutory

Owner sues on behalf of the company to recover for harm done to the entity by managers, directors, or other owners. Recovery flows to the entity, not the suing owner directly.

Direct Fiduciary Duty ClaimPersonal damages

Common law

Direct claim by owner for personal harm caused by breach of fiduciary duty. Different from derivative action; recovery flows to the suing owner. Includes self-dealing, usurpation, and disloyalty claims.

AccountingFinancial transparency

Equitable

Court-ordered accounting of partnership or company financials. Required where one owner has controlled the books and another seeks transparency. Often paired with other claims.

Books-and-Records AccessStatutory inspection

Statutory

Florida statutes give owners specific rights to inspect company books and records. Denials of access support enforcement actions and often signal larger underlying disputes.

Injunctive ReliefStop ongoing harm

Equitable

TROs and preliminary injunctions to prevent further self-dealing, halt asset transfers, freeze accounts, or preserve the status quo while the underlying claims are litigated.

Removal of Officers / ManagersGovernance change

Statutory or contractual

Removal of directors, officers, or managers for cause under operating agreement provisions or statutory procedures. Often a key practical remedy short of full dissolution.

Summary of Florida partnership and shareholder dispute remedies. Specific availability depends on the entity type, the operating agreement, the conduct alleged, and the equities of the case.

Litigation Approach

How an Owner Dispute Gets Built

Internal business disputes are document-heavy, statute-driven, and emotionally charged. Whether a case ends in buyout, dissolution, or negotiated resolution, the outcome usually traces back to a careful read of the operating documents and a clear-eyed view of the financial picture inside the company.

Operating Documents and Entity Structure

The first review is always the operating agreement, partnership agreement, or shareholder agreement. These documents control owner rights, voting structure, transfer restrictions, buyout provisions, dispute resolution clauses, and the available remedies. Florida's default statutes apply only where the operative documents are silent. Identifying the contract terms that govern the dispute is the first step in every case.

In an internal business dispute, the operating agreement usually controls more than the statute does.

Financial and Books-and-Records Review

Internal disputes frequently involve disagreements about how money has been distributed, how the books have been kept, and whether one owner has been taking advantage of others. Books-and-records demands under Florida statutes are often the first action filed, both to gather evidence and to signal seriousness.

Direct vs. Derivative Claim Analysis

Florida law distinguishes between direct claims (personal harm to the owner) and derivative claims (harm to the entity itself). The two have different procedural requirements, different damages, and different demand requirements. Misframing a claim as one or the other is a common reason cases fail at the motion-to-dismiss stage.

Endgame Strategy

Most internal business disputes do not end with the parties continuing to do business together. The realistic endgame is usually buyout, dissolution, or a structured exit. Identifying the realistic outcome at the outset, and building the case toward that outcome, is what produces results. Litigation that proceeds without a defined target tends to spend down the value of the very thing the owners are fighting over.

Related Practice Areas

Related Civil Matters

Owner disputes frequently overlap with other civil litigation areas. Each related practice carries its own framework.

Commercial Litigation

Owner disputes often coexist with broader commercial claims involving the company's contracts, customers, vendors, and financial dealings.

Learn More →

Business Disputes

Internal owner disputes are part of the broader category of business disputes. Coordinated strategy across both pages can produce stronger leverage.

Learn More →

Fraud & Misrepresentation

Self-dealing, financial misconduct, and concealed transactions inside the entity often support fraud claims alongside the underlying fiduciary duty claims.

Learn More →

Civil Litigation

For owner disputes that span multiple categories or where the case posture requires broader civil litigation strategy alongside the internal dispute work.

Learn More →

Speak With Andre

Direct attorney access at (305) 774-7000

Internal business disputes resolve faster and on better terms when counsel is engaged early. The first conversation is the right time to review the operating documents, the conduct, and the realistic endgame. Initial consultations are free and confidential, with no obligation to retain. Calling early in a matter usually creates more options than calling late.

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Client Reviews

What Clients Say

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