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What Happens If Business Partners Disagree About The Interpretation Of The Partnership Agreement?


If you are in a business partnership in Florida—whether it is a General Partnership (GP), Limited Partnership (LP), Limited Liability Partnership (LLP), or Limited Liability Limited Partnership (LLLP)—you should have a written partnership agreement. A partnership agreement is a contract from which the majority of your rights and responsibilities are derived.

This raises an important question: What happens if you and your business partner are in a dispute over the interpretation of the partnership agreement? Here, our Miami partnership dispute attorneys answer the question by explaining the key things that you should know about resolving a dispute over the interpretation of your partnership agreement.

A Partnership Agreement is a Contract: Know the Basics of Contract Interpretation in Florida 

A partnership agreement is a contract. Similarly to any other type of written contract, it is subject to interpretation. Broadly defined, contract interpretation is the process of ascertaining what the written words actually mean. Here are the fundamentals of contract interpretation in Florida:

  1. Court looked at the document itself. As a starting point, Florida courts will focus on the actual text of the agreement—not on outside evidence.
  2. Plain meaning of terms will receive weight. When in doubt, Florida courts default to the plain meaning of the language.
  3. Contract should be interpreted as whole. In Florida, contracts are considered to be best understood when viewed as a whole. All provisions matter.
  4. Special clauses receive extra consideration. If there are special clauses within your partnership agreement, those clauses will receive special consideration.

Ultimately, partnership agreements are always interpreted on a case-by-case basis—with close attention to the specific language as well as the agreed-upon intention of the parties.

 Mediation (or Informal Negotiation) is Often the Best Initial Approach

Disputes over the interpretation of a partnership agreement are often strong candidates for structured negotiation, potentially including mediation. In Florida, mediation is defined as a non-binding and non-adversarial process through which a third party works to “encourage and facilitate the resolution” (Florida Statutes § 44.1011(2)).

Litigation May Be Necessary to Protect Your Legal Rights and Financial Interests 

 Although it is always best to try to resolve partnership agreement disputes at the lowest possible level of conflict, there are situations in which litigation may be required to protect your best interests. You have the right to pursue litigation as a remedy in a dispute of a partnership contract. An experienced Florida partnership lawyer can help you prepare a compelling case.

 Speak to Our Southeastern Florida Partnership Attorney Today

At Pike & Lustig, LLP, our Florida partnership lawyers are standing by, ready to protect your rights and interests. If you are locked in a dispute over the interpretation of a partnership agreement, we are here to help you find the best solution. Get in touch with us by phone now or online for your confidential appointment with an attorney. Our firm handles partnership law issues throughout South Florida, including in Miami-Dade County, Broward County, and Palm Beach County.

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