Business Litigation in Florida: Contract, LLC and Restrictive Covenant Disputes
Florida business disputes are shaped early by procedure: which court, which settlement offer is on the table, and what the contract says about law and forum. We represent companies, owners and executives in contract, LLC member and restrictive covenant disputes, and we prepare each matter for trial.
Jacob M. Stern, admitted to The Florida Bar, litigates business and commercial disputes across Florida. Jake Blanchard is admitted in all Florida courts and the U.S. District Court for the Middle District of Florida.
How Florida business disputes are filed, priced and decided
Our Clearwater office sits in Pinellas County, part of the Sixth Judicial Circuit (Pasco and Pinellas, s. 26.021), whose appeals go to the Second District Court of Appeal (s. 35.03). Parties to a contract of at least $250,000 may choose Florida law even without another Florida connection, except where every party lacks a Florida presence and the deal has no reasonable relation to the state, and for employment and consumer contracts (s. 685.101). An out-of-state party that agrees to Florida's courts can then be sued here (s. 685.102).
Fee exposure drives settlement. Under s. 768.79, if a defendant's offer of judgment is not accepted within 30 days and the judgment is one of no liability or at least 25 percent below the offer, the defendant recovers costs and fees from the date the offer was served. Section 57.105 shifts fees against a party and lawyer who press unsupported claims, after a 21-day safe-harbor motion. Parties must also exchange initial disclosures within 60 days after the complaint is served.
Owner disputes follow Chapter 605. A member may seek judicial dissolution for deadlock that threatens irreparable injury, waste or misappropriation of assets, or when carrying on the business under the operating agreement is not reasonably practicable (s. 605.0702). A derivative claim requires a demand on the managers or other members and up to 90 days to respond, unless demand would be futile (s. 605.0802). Records rights (s. 605.0410) are often the first move.
Contract and Commercial Claims
Breach, enforcement and collection claims on either side, with the limitations clock tracked from the start (s. 95.11).
LLC and Shareholder Disputes
Deadlock, records demands, derivative claims and dissolution under Chapter 605, framed around what the operating agreement says.
Restrictive Covenant Injunctions
Enforcement and defense under s. 542.335, where a violation creates a presumption of irreparable injury and a temporary injunction requires a bond.
Offer-of-Judgment Strategy
Timing and drafting of settlement offers under s. 768.79 so they protect your fee position.
How long do I have to sue for breach of contract in Florida?
A legal or equitable action on a written contract must be filed within 5 years. An action on a contract not founded on a written instrument, and an action founded on fraud, must be filed within 4 years. An action for specific performance must be filed within 1 year (s. 95.11).
What happens if I reject a settlement offer in Florida?
If you are a plaintiff who rejects a defendant's offer of judgment and recovers a judgment at least 25 percent below it, or nothing, you may owe the defendant's costs and fees from service of the offer (s. 768.79).
Can I force a business partner out of a Florida LLC?
Sometimes. On application by the company or a member, a court may expel a member for wrongful conduct that materially harms the company, willful or persistent material breach, or conduct that makes continuing with that member not reasonably practicable (s. 605.0602(6)). Otherwise the paths are judicial dissolution (s. 605.0702) or a buy-sell or deadlock sale provision in the operating agreement.
Can I sue an out-of-state company in a Florida court?
If the contract chooses Florida law, involves at least $250,000, is not excluded by s. 685.101(2), and the out-of-state party agreed to Florida's jurisdiction, yes (s. 685.102). Without such a clause, jurisdiction depends on the defendant's contacts with Florida, and we assess them before filing.
Facing a business dispute in Florida?
The first consultation is confidential, and we respond within one business day. Tell us what is at stake and which deadlines are running.