The Law Office of Michael A. France

What happens when Florida LLC owners reach a deadlock?

2026-08-10T15:20:21Z

When you and the other members of your Florida limited liability company (LLC) cannot agree on key management decisions, the conflict can delay contracts, spending or other business matters. A deadlock does not automatically mean the company must close. Your operating agreement and state law may provide ways to resolve it.

Start with your operating agreement

Your operating agreement may explain how to handle a deadlock before anyone goes to court. Depending on its terms, those procedures may include:

Mediation with a neutral third party
A buyout process allowing one member to purchase another’s ownership interest
A change in who can make certain business decisions
A required sale process if the members cannot resolve the dispute
Arbitration if required by the operating agreement

These provisions can clarify what options are available and whether the agreement requires a particular process.

When can a court step into an LLC deadlock?

Under Florida law, a member or manager may ask a court to dissolve the LLC when the members or managers are deadlocked, the members cannot break the deadlock and the company faces “irreparable injury,” or serious harm that cannot easily be corrected later. Dissolution is not the only possible outcome. A court may appoint a receiver to oversee the company’s assets and liquidation or a custodian to temporarily manage the business. It may also order another appropriate remedy.

Choosing a solution that protects the business

A deadlock does not always have to end with the company closing. Your operating agreement, the financial condition of the business and the seriousness of the conflict can affect which options are available. An attorney can review the agreement and the circumstances behind the deadlock to help you understand whether negotiation, a buyout or court involvement may fit the dispute. That review can also help you weigh the cost and business impact of each option before the conflict disrupts operations further.

Legal options when a former partner opens a competing business

2026-07-17T15:41:41Z

A former business partner opening a competing company can feel like more than just another business challenge. You may worry about customers, employees or confidential information. Florida law allows businesses to compete, but competition has limits. If a former partner crosses those limits, you may have legal options.

Not every competing business breaks the law

A former partner does not automatically violate the law by opening a competing business. In many cases, former partners are free to start a similar company after the business relationship ends. A legal issue may arise if the former partner breaks a written agreement or uses business assets in ways the law does not allow. The key question is not whether they started a competing business. It is whether their actions violated legal or contractual duties.

Understanding your legal options

The best response depends on what happened after the partnership ended. Questions like these can help identify the legal issues:

Does a written agreement limit competition or customer solicitation?
Did the former partner use confidential information or trade secrets without permission?
Did the former partner violate a written agreement by soliciting customers or employees?
Is the former partner using company names, logos or other intellectual property without authorization?
Does a written agreement require mediation or arbitration before either party files a lawsuit?

The answers to these questions can help determine whether the dispute involves lawful competition, a breach of contract or another business claim. They also provide a better understanding of the rights, responsibilities and business interests that may shape the available legal options.

Different disputes call for different solutions

Not every business has the same priorities. One owner may want to protect customer relationships. Another may focus on confidential information or company branding. Others may simply want a former partner to follow the terms of a written agreement. Those priorities can shape how the parties handle the dispute. In some cases, resolving the issue quickly may be the top priority. In others, protecting the long-term interests of the business may matter most.

Looking at the full picture

A former partner opening a competing business does not always lead to a legal dispute. Much depends on what happened after the partnership ended, what the parties agreed to in writing and how the competing business affects the company. Understanding those factors can help business owners better evaluate their legal options when competition raises concerns.

Who pays when a subcontractor causes a defect?

2026-06-22T19:38:32Z

You found an excellent, highly recommended general contractor and are excited to finally dive into that home renovation project. As the project moves along you realize there is an issue. Maybe the roof is leaking or cracks are appearing in the foundation. Upon further review, it becomes apparent one of the subcontractors is responsible for the defect. What happens next? Who is responsible for the expenses resulting from the defect? Although the exact answer depends on the details of the situation, the following guidance is generally applicable and provides three tips that can help homeowners to better understand how to preserve legal remedies in this type of situation.

Step one: secure the site and document the defect

The first step is to address safety and prevent further damage. Document everything before anyone “fixes” the evidence. Gather evidence like dated photos and video, and consider bringing in an independent expert to help identify cause and scope.

Step two: review the contracts and notice requirements

The language of these documents serve as a guide to remedies. When building a legal strategy it is important to include language from applicable contracts. Pay close attention to warranty language, indemnity provisions, insurance requirements and dispute resolution clauses. Also confirm any notice deadlines for claims, backcharges or insurance tenders. Missing a notice requirement can weaken otherwise strong rights.

Step three: preserve recovery options

If the subcontractor refuses to cooperate or disputes the defect, it can be wise to preserve claims through proper notices, expert analysis and careful cost coding. Consider whether the contracts require mediation, arbitration or litigation and evaluate whether a negotiated repair agreement can resolve the issue faster. Without proper action a subcontractor’s defect can result in big expenses for the homeowner. Legal counsel can review the situation and guide a response which often includes prompt documentation, contract driven notices and disciplined cost tracking to better ensure the issue is a manageable correction and does not escalate into an expensive, prolonged dispute.

Are verbal agreements and text messages legally binding in Florida?

2026-05-20T03:32:17Z

Contracts drive nearly every Florida business relationship. When parties seal deals over the phone or through a quick text thread, many business owners are not sure where they stand legally.

What makes a verbal or text-based agreement enforceable

Florida courts generally recognize oral contracts as enforceable when they contain three core elements. First, one party must make a clear offer. Second, the other party must accept that offer. Third, both sides must exchange something of value, which the law calls consideration. Text messages can satisfy the writing requirement under Florida law. Courts generally treat electronic communications including texts and emails as valid written records if they capture the essential terms of a deal.

When Florida law requires a written contract

Florida Statute § 725.01 lists agreements that must be in writing to be enforceable. Verbal promises in these categories may be void even if both parties agree to the terms. Agreements covered by the Statute of Frauds include:

Real estate sales or leases over one year: The law requires any transfer of real property to be documented in writing.
Agreements lasting beyond one year: Florida law requires a written record for contracts that parties cannot complete within one year from the date they make them.
Debt guarantees: The law requires a person who promises to pay someone else's debt to put that promise in writing.
Goods valued at $500 or more: The Uniform Commercial Code requires a written agreement for sales of goods at or above this threshold.

If your deal falls into one of these categories, a handshake or text exchange may not protect you.

How courts evaluate verbal and text-based disputes

Proving a verbal agreement in court depends heavily on the evidence available. Florida courts look at several types of proof:

Witness testimony: Third parties who heard the agreement can confirm what was said.
Partial performance: Delivering goods or making a partial payment suggests both sides recognized a deal.
Follow-up messages: Texts or emails sent after a verbal agreement can confirm its terms.

One follow-up message referencing a spoken deal may carry significant weight with a judge.

What to do if a business dispute arises

If you believe a partner or counterparty breached a verbal agreement, speaking with a business contract attorney can help you assess what evidence you have and what legal options may apply to your situation. An attorney can also help you determine whether the Statute of Frauds affects your claim before you pursue legal action.

What to do when you suspect a business partner is diverting funds

2026-04-21T08:29:31Z

Discovering that a business partner may be diverting company funds is one of the most disorienting situations a business owner can face. How you respond in the first days can shape your legal position for everything that follows.

Start by documenting what you know

Before you confront anyone or make any accusations, gather your evidence quietly. Pull bank statements, transaction records, invoices and any financial reports you can access. Look for patterns: unexplained withdrawals, payments you did not approve or income that does not match what your records show. Preserve everything in its original form. Altering or mishandling records can weaken your position later, even if your underlying claim is valid.

Review your partnership or operating agreement

Your agreement likely spells out each partner's financial rights and obligations. It may also define what counts as misconduct and outline the procedures for addressing it. Several issues commonly need clarification before you act:

What each partner can take: How much money each partner is allowed to withdraw from the business.
What requires sign-off: Which payments or transfers need both partners to agree.
How disputes get handled: Whether you must try mediation or arbitration before going to court.
How to remove a bad actor: The steps required to push out a partner who breaks the rules.

Knowing this language in advance helps you act within your rights rather than outside them.

Understand your legal options under Florida law

Florida law imposes fiduciary duties on business partners. Under Florida Statutes § 620.8404, a partner must account for and hold as trustee any benefit derived through use of partnership property. A violation of that duty could support claims including breach of fiduciary duty, fraud, conversion or a court-ordered accounting. In serious cases, courts may issue injunctions, order the removal of a partner or award monetary damages.

You may speak with a lawyer before you escalate

Partnership disputes involve overlapping legal and financial issues that are difficult to navigate alone. An attorney can review your agreement, assess the strength of your evidence and advise you on which legal remedies fit your situation. Speaking with a lawyer before you confront your partner or take unilateral action may protect you from missteps that could complicate your case.

Did a client refuse to pay after hiring an independent contractor?

2026-03-24T13:46:10Z

Independent contractors, ranging from IT consultants to creative professionals like web designers, musicians and artists, rely on individual projects to generate their revenue. They offer skilled services to both individuals and businesses with a particular need. These professionals may find themselves unable to make ends meet if they don't get paid in a timely manner by clients. Typically, parties will hire contractors by negotiating certain terms with them in a written contract. The hiring party may pay a deposit, and the contractor will then provide services per the agreement. Finally, the hiring party will pay the remainder of the balance due on the total amount of the invoice after the completion of the project. Unfortunately, some people never pay what they owe a contractor. Even worse, occasionally they will avoid signing an actual contract, which can put a self-employed professional in a very awkward position. What options does a Florida contractor have when a client has refused to pay them and did not sign a contract with them?

They can take the matter to court

Florida civil courts hear claims about unpaid invoices and other contract breaches all the time. Even verbal agreements are subject to enforcement by the courts in some situations. They also frequently hear cases related to a business's failure to adhere to employment and contract laws. Messages sent via SMS texting services or email can be enough to prove that there was an intention to contract with the independent contractor and also the value of the services provided. Contractors should also have proof of what services they provided for the business, regardless of whether they put together a jingle or helped improve the security of their proprietary ordering platform. Many frustrated contractors can connect with the full payment that they deserve if they initiate legal action for breach of contract. In some cases, clients worried about the consequences of their legal violations might even settle the matter outside of court. Reviewing the situation that led to unpaid invoices with a lawyer familiar with contractor rights and Florida contract law can help those with unpaid invoices obtain the payment they deserve.

Vendor missed deadlines: What are your options?

2026-02-16T15:29:22Z

When a vendor misses deadlines, you may be dealing with a breach of contract. But whether you have real leverage depends on what your agreement says and how much the delay actually costs you. Not every late delivery turns into a lawsuit. Unfortunately, some delays ripple through your operations and hit your bottom line harder than you expected. Here’s what you should do next.

Review the contract

Your leverage starts with the language you signed. Check the delivery terms, any notice requirements and whether the contract gives the vendor a specific period to cure the delay. Some agreements make timing critical, especially when payment ties directly to milestones or completion dates.

That wording can strengthen your position if the vendor falls behind. If the contract requires formal notice before you claim a breach, you need to follow that step first. Skipping it can weaken your argument later.

Determine whether the breach is material

A missed deadline becomes serious when it materially harms your business, not just when it irritates you. You should ask whether the delay cost you revenue, forced you to delay your own obligations or disrupted a key project in a way that undercuts the purpose of the deal.

The more measurable the impact, the stronger your leverage becomes. If the delay only causes minor inconvenience, your options narrow. If it affects cash flow or contractual commitments, your position changes significantly.

Understand your available remedies

Once you confirm that the delay crosses the line, you can demand performance, enforce any cure provision, terminate the agreement if the contract allows it or pursue damages tied directly to the loss you suffered. Florida law generally allows recovery for losses that were reasonably foreseeable when the contract formed. That means you must connect the missed deadline to actual financial harm.

Clear documentation supports every one of these options, so organize your emails, delivery schedules, invoices and internal records before you escalate the dispute.

Act strategically, not emotionally

You protect your business best when you slow down and respond deliberately instead of reacting out of frustration. Before you escalate, weigh the strength of your contract, the size of your losses and the practical cost of replacing the vendor.

A focused written demand often resolves the issue without court involvement. If the delay threatens significant revenue or long-term operations, speaking with a commercial litigation attorney can help you evaluate your leverage and decide on the right next move.

Welcome To Our Blog

2020-11-10T00:55:50Z

Welcome To Our Blog

We established this blog to share stories and information about topics relevant to our practice. Our intent is to regularly provide posts highlighting legal issues of local, state and national interest that we think you will find interesting. Check back later for new posts.