A business partner embezzlement lawsuit in Florida usually asks a court to recover company money that one owner used, moved or kept without permission. This page explains the claims Florida law recognizes, the records that tend to matter, and how these cases generally move from early review to a filing or arbitration.
Ayala Law PA focuses its practice on business litigation, including shareholder and partnership disputes, in Florida courts and arbitration. Eduardo A. Maura is the responsible lawyer for this page.
What a Business Partner Misappropriation Lawsuit Covers
A misappropriation lawsuit asks a court to make a co-owner repay company money that was used, moved or kept without authority. Misappropriation means a partner uses, transfers or keeps company money for personal use without permission.
People use embezzlement and conversion to describe similar conduct, but the words mean different things. Embezzlement is a criminal term. Conversion is a civil claim for wrongful control of property that belongs to someone else. A civil lawsuit asks a court for money or other relief. A criminal case is a separate process run by the state.
This kind of case fits co-owners of Florida LLCs, corporations, general partnerships and joint ventures. It also fits 50/50 owners, where neither side has a tie-breaking vote. Common examples include:
- Transfers from company accounts to a partner’s personal account
- Personal expenses charged to a company card
- Draws or payroll beyond what the agreement allows
- Customer payments sent to an account the company does not control
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 Available Under Florida Law
Co-owners in a business or property dispute often have more than one possible path, depending on the agreements between them and the facts involved. The right one depends on how the business is organized and what its written agreements say.
- Breach of fiduciary duty. For a general partnership, § 620.8404 limits a partner’s fiduciary duties to loyalty and care. The duty of loyalty includes accounting to the partnership for any profit a partner derives from partnership property. For LLCs, § 605.04091 says managers of manager-managed LLCs and members of member-managed LLCs owe duties of loyalty and care.
- Civil theft. § 772.11 allows a person who proves by clear and convincing evidence that they were injured by reason of a violation of ss. 812.012-812.037 or s. 825.103(1) to recover threefold actual damages. It also provides minimum damages of $200 and reasonable attorney’s fees and court costs.
- Breach of the governing agreement. A partnership may sue a partner for breaching the partnership agreement, and a partner may sue to enforce rights under it. See § 620.8405.
- Direct or derivative claims. A direct claim seeks relief for your own harm. An LLC member’s direct action requires an injury that is not solely the company’s, or a violation of a separate duty owed to the member (§ 605.0801). A derivative claim enforces a company right and generally requires a demand first (§ 605.0802).
- Unjust enrichment limits. Where an express contract covers the same subject matter, claims arising from that relationship will not support an unjust enrichment claim, as Williams v. Johnson states. The written agreement often controls.
Warning Signs and the Records That Usually Matter
The records that matter most show where company money went and when. Missing funds with vague explanations, bank totals that don’t match the books, and new vendors tied to one partner all deserve a closer look.
Gather these records for the relevant period:
- Bank statements, wire and ACH records, canceled checks and card statements
- Payroll records and written approvals for draws or transfers
- The operating, shareholder or partnership agreement and meeting minutes
- Accounting files, invoices, vendor contracts, and emails or texts about payments
Keep records as they are. Avoid logging into accounts or systems you aren’t authorized to use. Access problems can give the other side a counterclaim.
If a company refuses a member or manager access to records, the court can act. Under § 605.0411, the circuit court may summarily order inspection and copying of LLC records. Under Fla. Stat. § 605.0411, if the court orders inspection or copying of the records demanded, it shall also order the limited liability company to pay the costs, including reasonable attorney fees, reasonably incurred by the member, manager, or other person seeking the records to obtain the order and enforce its rights under this section, unless the company proves that it refused inspection in good faith because the company had a reasonable basis for doubt about the right of that person to inspect or copy the records demanded.
How a Case Typically Moves Forward
Most cases move from record review to a written demand, then to a filing or arbitration. The exact order depends on the facts.
- Intake and document review. We read the governing agreements, the financial records you have and a timeline of events.
- Forensic accounting. A forensic accountant traces funds and analyzes financial data to show where money went. The Association of Certified Fraud Examiners describes this work, including preparing reports for litigation.
- Written demand. Before filing a civil theft claim, the injured person must make a written demand. A defendant that complies within 30 days receives a written release from further civil liability for that act (§ 772.11).
- Under § 47.011, actions must be brought only in the county where the defendant resides, where the cause of action accrued, or where the property in litigation is located; this section does not apply to actions against nonresidents. For many Tampa-area disputes, that can mean Hillsborough County. If the agreement requires arbitration, an arbitration agreement is generally enforceable, and a court decides whether one exists (§ 682.02).
- Early relief and discovery. Requests for court orders to protect accounts and records may come first. Document requests, depositions and forensic analysis follow.
- Resolution. Cases end in settlement, mediation or trial. Timing varies with the court calendar and how clear the records are.
Time limits depend on the type of claim. § 95.11 sorts them by category, so early review helps protect your position.
Possible Remedies and Common Defenses
Possible remedies include repayment, damages and an accounting. A court decides what, if anything, a claimant recovers.
- Repayment of diverted funds
- Compensatory damages
- Threefold damages and minimum damages under the civil theft statute, if the claim is proven
- A court-ordered accounting of company or partnership funds
Civil theft carries limits and risks. Punitive damages may not be awarded under § 772.11. A defendant may recover its fees and costs if the claimant raised a claim without substantial fact or legal support.
Common defenses include claims that the partner had authorized draws, reimbursed expenses, disputed the value of a business interest, or relied on the agreement to make the transfers. Counterclaims are also common, such as claims over capital contributions, unpaid services or the other side’s own breaches. Both sides’ records get the same close review.
Why Work With Ayala Law PA
Ayala Law PA focuses its practice on business litigation. That includes commercial and contract disputes, shareholder and partnership disputes, construction litigation, real estate litigation and international trade litigation in Florida courts and arbitration.
- Office location. The firm’s only office is at 1646 W Snow Ave, Tampa, Florida. We represent businesses in Tampa, Hillsborough County, Brandon, Riverview, Plant City and Temple Terrace in Florida courts and arbitration.
- Responsible lawyer. Eduardo A. Maura is the responsible lawyer for this page. Our team supports the file work.
- Fees. Fees and costs are explained in writing before any engagement.
- Referrals. If a matter may be referred to another lawyer or firm, we will tell you in writing.
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
Can I sue my business partner if I didn’t sign the partnership agreement?
Florida partnership law sets certain duties partners owe each other. How those duties apply depends on the facts of your relationship.
Do I have to confront my partner before I sue?
No single step is required by every case. A court can be asked to protect accounts and order records while a case is pending.
Is a civil lawsuit the same as a criminal case?
No. A civil suit asks a court for money or other relief. Criminal charges are brought by the state.
Can I recover attorney fees?
Civil theft claims allow reasonable attorney’s fees to a claimant who proves the claim. Other claims depend on the statute or agreement involved.
How long do I have to act?
Time limits vary by claim type under § 95.11. Early review helps protect your rights.
Next Step: Talk Through Your Situation
You may be looking at transfers you can’t explain while your partner controls the accounts. Ayala Law PA can review the governing agreement and the financial records with you. Call (305) 570-2208 or request a case evaluation.
