Tampa Business Partner Dispute Lawyer

What a Florida Business Partner Dispute Actually Is

People search for a “business partner dispute lawyer” no matter how their company is organized. That is the right instinct. Whether you are a partner in a partnership, a member of an LLC, or a shareholder in a small corporation, the human problem is identical: you and the people you built something with no longer agree on how it should be run, how the money should be divided, or how one of you should leave. What changes with the legal form is the rulebook, and the rulebook matters, because it decides what you can demand, what a court can order, and how fast you have to move.

Three legal forms, one problem

Florida partnerships are governed by chapter 620 (the Revised Uniform Partnership Act) and, for limited partnerships, its later parts. LLCs, by far the most common form for a modern small business, are governed by chapter 605, the Florida Revised Limited Liability Company Act. Closely held corporations are governed by chapter 607, the Florida Business Corporation Act. Each chapter answers the same three questions in its own language: what duties the owners owe each other, what records you are entitled to see, and when a court can force a buyout or wind the company down. We start every matter by identifying which chapter controls, then reading your own governing document (the partnership agreement, operating agreement, bylaws, or shareholder agreement) because a well-drafted agreement can change the default rules, and a poorly drafted one can leave you stuck with them.

The duties your co-owner owes you

Florida does not treat co-ownership as a purely commercial, arm’s-length relationship. It imposes fiduciary duties: obligations of trust that go beyond honoring a contract. Under § 620.8404, a partner owes a duty of loyalty and a duty of care. Loyalty means accounting to the company for any profit, benefit, or business opportunity a partner takes for themselves, not dealing with the company on behalf of an adverse interest, and not competing with the company before it dissolves. Care means not running the business through gross negligence, recklessness, intentional misconduct, or a knowing violation of law. LLC members and managers owe the same duties of loyalty and care under § 605.04091, along with an obligation of good faith and fair dealing. Corporate officers and directors owe comparable duties under long-settled Florida law codified in chapter 607.

These duties are the backbone of most partner disputes. A partner who routes a lucrative job to a side company they own, pays themselves a “management fee” the agreement never authorized, hires their spouse at an inflated salary, or quietly starts a competing business is not just being difficult; they may be breaching a duty the statute enforces. When the conduct is really a violation of the written agreement rather than a fiduciary breach, the same facts can support a breach-of-contract claim, and both can be pled where the facts fit.

The books tell the story

Almost every partner dispute turns on money that one owner cannot fully see. Florida gives you a tool for that. LLC members can inspect and copy company records under § 605.0410, and shareholders can inspect corporate records under § 607.1602 on at least five business days’ written notice, for a proper purpose described with reasonable particularity. A books-and-records demand is often the first move that changes the temperature of a dispute, because it converts a vague suspicion into a documented question the other side has to answer in writing. A co-owner who stonewalls a lawful records demand is telling you something. We use these demands to reconstruct distributions, related-party payments, loans, and the difference between what the agreement says each owner should receive and what actually left the account.

Freeze-outs, squeeze-outs, and forced exits

In a small company, the owner with day-to-day control has enormous practical leverage. A “freeze-out” or “squeeze-out” is when the controlling owner uses that leverage to strip a minority owner of the benefits of ownership (cutting off distributions while paying themselves a salary, removing the minority owner from management, denying access to information, or diluting their stake), usually to pressure them into selling cheap or walking away with nothing. Florida law does not leave a frozen-out owner without options. For a non-public corporation, the misapplication or waste of corporate assets, along with deadlock, or illegal or fraudulent conduct by those in control, is a statutory ground for judicial relief under § 607.1430, and the LLC and partnership statutes provide parallel remedies. The response to a freeze-out is rarely to escalate blindly; it is to document the pattern, invoke the right statute, and create enough exposure that a fair buyout becomes the other side’s cheapest option.

Contractors: the qualifying-agent wrinkle

When the business is a licensed construction company, one issue sits above all the others. Under § 489.119, a construction business can only operate in a licensed category through a certified or registered qualifying agent. The license effectively runs through that person. When the qualifying agent is one of the partners, and it usually is, the company’s ability to pull permits, sign contracts, and finish work legally depends on that person staying affiliated. If the qualifying agent is the only qualifier and their affiliation ends, the statute gives the company 60 days to bring on a replacement. In a contractor split, that clock is often the real point of pressure, and it belongs in the negotiation from day one. If the fight is really about who controls active jobs, liens, and payment on those jobs, that overlaps with our construction litigation practice, and we handle both sides of the seam together.

How We Work a Partner Dispute

Our approach is deliberately ordered. Partner disputes reward preparation and punish improvisation, because the other owner knows the business as well as you do and often controls the records. Here is the sequence we follow.

1. Read every governing document first. The partnership or operating agreement, the bylaws or shareholder agreement, any buy-sell provision, and any employment or loan agreements between the owners and the company. These control the default statute wherever they validly say something different, and they often contain the buyout formula, notice requirements, and fee provisions that will shape everything that follows.
2. Reconstruct the money. We send a statutory books-and-records demand where one is needed and rebuild the financial picture: distributions, salaries, related-party transactions, capital accounts, and loans. We check what the documents require against what actually happened. This is where a construction-fluent read pays off: we know how a contractor books work-in-progress, retainage, and job costs, and where money tends to go missing on a job-by-job basis.
3. Separate direct claims from derivative claims. A claim for harm to you personally (a withheld distribution you were owed, a diluted interest) is direct. A claim for harm to the company, assets diverted from the business itself, is derivative and must be brought on the company’s behalf, following the demand rules in § 605.0802 (LLCs) or § 607.07401 (corporations). We map which claims are which before filing anything, because getting this wrong is a common and avoidable way to lose.
4. Preserve leverage and evidence. We identify time-sensitive exposure early (a partner draining accounts, moving customers to a side business, or letting the qualifying agent’s affiliation lapse) and, where warranted, seek injunctive relief or an accounting to stop the bleeding while the larger dispute is resolved. If a departing partner is soliciting the company’s customers or staff, that can implicate a non-compete under Florida’s framework in § 542.335, and steering a company contract to a partner’s side venture can support a claim for tortious interference.
5. Value the business and pursue a buyout or clean exit. Most partner disputes should end in a buyout, not a courtroom. We work toward a defensible valuation and a structured exit: who buys whom, at what price, on what terms, and how the licensing, bonding, guaranties, and ongoing jobs are handled. Where value is contested, we retain independent business-valuation professionals so the number is credible.
6. Litigate when negotiation fails. If the other side will not deal, we pursue the available remedies: an accounting, damages for the fiduciary and contract breaches, and, where the relationship is beyond repair, judicial dissolution under § 605.0702, § 607.1430, or § 620.8801. A credible willingness to see a dissolution through is often what makes a fair buyout possible.

Should You Push the Dispute?

Bringing a claim against a co-owner is a real decision with real costs. We would rather you understand the trade-offs than only the upside.

We tell clients honestly when the cheaper, quieter path is the better one. A partner dispute is a means to an outcome, usually a fair exit, not an end in itself.

What It Costs

Partner disputes are generally handled on an hourly basis. Unlike a first-party insurance claim, there is usually no statute that automatically shifts your fees to the other side, so we are candid about budget and strategy from the start and structure the work in stages (documents and records first, then valuation and negotiation, then litigation only if needed) so you are spending on the phase that moves your matter.

Two things can change the fee picture. First, many partnership agreements, operating agreements, and shareholder agreements contain a prevailing-party attorney-fee clause; where your agreement has one, the losing side may owe the winner’s reasonable fees, and we read your agreement for that provision early. Second, the remedy you pursue affects cost: a targeted books-and-records action or a negotiated buyout is far less expensive than a fully litigated dissolution. The initial consultation is free. In it, we will give you a straight read on the strength of your position, the likely path, and what it should take to get there, not a promise about the result, which no honest lawyer can make.

Why Cory Cannon

Cory Cannon is built around property and construction disputes, and a partner fight inside a construction or trade business is one we are unusually equipped to read. I am a Florida attorney with a family history in the construction trades going back generations, and that upbringing shows up in the work: I understand how these businesses actually make money, where value hides in a job-cost ledger, what retainage and work-in-progress mean on the balance sheet, and why the qualifying-agent license under § 489.119 can matter more than the cash in the account. We read the financials line by line and check what the books say against what the agreement requires and what independent local contractors would charge for the same work.

When a matter needs proof beyond the documents, we retain independent, licensed professionals: forensic accountants and business-valuation professionals, and, where a construction company’s value turns on the physical state of its open jobs, independent licensed engineers to assess it. We do not overstate what a case is worth or promise an outcome. We tell you what the record supports, what Florida law allows, and what it will take to get you a fair result.

If you are a co-owner of a Florida partnership, LLC, or small corporation and you are in conflict over money, control, or your exit, call for a free consultation. Bring your governing documents and whatever financial records you have. We will start where the numbers do.