If a business partner took company money, you may have a claim in Florida. The right path depends on your entity type, your governing agreement and how the money moved. Here is how these cases work, in plain terms.
What a Lawsuit Over a Business Partner Taking Money Involves
A lawsuit of this kind asks a court to make a partner return funds that were taken or used without authority. The partner may be a co-owner of an LLC, a corporate shareholder, a general partner or a participant in a joint venture.
Entity type sets the rules. Florida law gives LLC members, corporate shareholders and partners different rights. Your operating agreement, bylaws or partnership agreement can add duties and rights on top of the statutes.
Ayala Law PA focuses on business litigation, commercial litigation, contract disputes, shareholder disputes and partnership disputes in Florida courts and arbitration.
Not sure what your next step is?
Talk it through with our team — we can walk you through how a situation like yours is usually handled and what your options are.
Claims That Often Apply When a Partner Takes Company Money
Several claims can apply to a partner who takes company money. Which ones fit depends on the facts and the governing documents.
- Breach of duty. LLC managers and members owe duties of loyalty and care to the company and its members. The duty of loyalty includes accounting to the company for, and holding as trustee for it, any property, profit or benefit a manager or member derives from using company property. Partners owe similar duties under Fla. Stat. § 620.8404.
- Civil theft. Under Fla. Stat. § 772.11, you must prove the injury by clear and convincing evidence. A claimant may recover threefold actual damages, minimum damages of $200, and reasonable attorney’s fees and court costs. Punitive damages may not be awarded.
- Unjust enrichment. When a written contract covers the same subject, an unjust enrichment claim generally cannot proceed. See Williams v. Johnson.
- Tort versus contract. A tort claim generally must be independent of a contract breach. The common law principle that a plaintiff may not recover in tort for a contract dispute unless the tort is independent of any breach of contract is discussed in Frutafino v. Dole Chile.
Warning Signs That a Partner Is Taking Company Money
The clearest warning sign is money leaving the business without written approval. Watch for these patterns:
- Wire transfers, cash withdrawals or checks paid to the partner or a related company that no one can explain.
- Personal expenses charged to company cards or accounts.
- Distributions or bonuses taken without a vote or written authority.
- Delay or refusal to provide bank statements, ledgers or tax records.
- Changes to bank signers, passwords or account access made without notice.
- Books that do not match deposits, invoices or payroll.
Records rights help you check the numbers. A corporate shareholder who gives written notice at least 5 business days ahead can inspect and copy the corporation’s basic records during regular business hours at its principal office. To see board minutes excerpts, financial statements, accounting records and other books, the demand must also be made in good faith and for a proper purpose, describe the purpose and records with reasonable particularity, and seek records directly connected with that purpose (Fla. Stat. § 607.1602).
How a Partner Misuse Case Proceeds, Step by Step
A typical case moves from records review to demand to filing. The order can change with the facts and the timing.
- Case evaluation. The firm reviews the governing agreement, the bank trail and the timeline.
- Preserve evidence. Written requests go out to keep bank, email and accounting records intact.
- Demand or pre-suit notice. Civil theft requires a written demand first. Demand or pre-suit notice. A member suing to enforce a right of the company must first demand that the other members (in a member-managed LLC) or the managers (in a manager-managed LLC) cause the company to take suitable action, unless a demand would be futile or irreparable injury would result to the company by waiting. If they do not act within a reasonable time, not to exceed 90 days, a derivative action may follow, unless a demand would be futile or irreparable injury would result to the company by waiting (Fla. Stat. § 605.0802). A member’s own direct claim follows different rules (Fla. Stat. § 605.0801).
- Filing. A written agreement to arbitrate is generally valid, enforceable and irrevocable in Florida, except on grounds that exist at law or in equity for revoking a contract.
- Discovery. Subpoenas to banks and, where needed, forensic accounting work build the money trail.
- Resolution. The case may end through negotiation, mediation, settlement or trial.
Timelines vary with the court calendar, the complexity of the records and whether the other side contests the claims.
What to Do When a Partner Ignores Demands
A partner who ignores demands often pushes the dispute into court. Silence is a reason to act sooner, not later.
- Keep one file with every request, date, delivery method and response.
- Avoid self-help steps such as changing locks or bank access before getting advice. These steps can invite counterclaims.
- Ask about an injunction if assets look at risk of transfer. Florida’s fraudulent transfer law treats a transfer made with actual intent to hinder, delay or defraud a creditor as fraudulent, and courts may consider factors such as whether the transfer was made to an insider and whether the debtor removed or concealed assets.
- Keep running the business in the ordinary course. Keep clean records of every new transaction.
Why Ayala Law PA for Partner Misuse Disputes
Ayala Law PA focuses on business disputes, and Eduardo A. Maura is the responsible lawyer for this page.
- Practice focus: business litigation, commercial litigation, contract disputes, shareholder disputes, construction litigation, real estate litigation and international trade litigation in Florida.
- Service area: businesses in Tampa, Hillsborough County, Brandon, Riverview, Plant City, Temple Terrace and the wider Tampa Bay area.
- Office: Tampa, Florida, at 1646 W Snow Ave.
- Support: our team’s support staff help with records organization and case logistics.
Not sure what your next step is?
Talk it through with our team — we can walk you through how a situation like yours is usually handled and what your options are.
Frequently Asked Questions About Suing a Business Partner in Florida
Can I sue a business partner who took company money?
Yes, in many cases. Which claim fits depends on the agreement and the transfers.
Do I have to send a demand first?
For a civil theft damages claim, yes. You must make a written demand for $200 or the treble amount before filing (Fla. Stat. § 772.11).
Does the operating agreement control everything?
No. The agreement sets many duties and rights, and Florida statutes still apply alongside it.
Do I have to go to arbitration?
Only if a valid written agreement requires it. The court decides whether an agreement to arbitrate exists (Fla. Stat. § 682.02).
Other deadlines differ, so act promptly.
Contact Ayala Law PA About Your Partner’s Use of Company Funds
Ayala Law PA can review the transfers, the governing agreement and the timeline with you. If your partner moved company money and you need to decide between a demand letter and a lawsuit, call (305) 570-2208 or request a case evaluation with Ayala Law PA.
