Florida attorney Jennifer Roldan of EPGD Business Law helped a client avoid litigation by negotiating a purchase agreement of their membership interest and ensuring her client received their entitlement in full.
MIAMI, FL – When a Florida business owner learned that his co-member was finalizing the sale of their jointly held company to a third-party buyer, the transaction was already in progress with no provision to ensure he would receive his share of the purchase price. As a minority member of a closely held company, he had a legal interest in the proceeds. Without intervention, the deal could close without any obligation to pay him.
The client retained EPGD Business Law on the eve of potential litigation. Attorney Jennifer Roldan, our Senior Litigation Counsel, engaged immediately to intervene before the matter reached the courts. Roldan negotiated directly on her client’s behalf and secured a binding agreement requiring full payment to her client as a condition of the transaction. The agreement was executed, the full purchase price was paid directly to the client as required, and the matter was resolved without litigation.
What Legal Risk Did the Client Face?
In closely held companies, minority members often lack direct visibility into major corporate transactions. When a sale proceeds without the minority member’s participation, the transaction structure may not account for the minority interest, whether through oversight or intent. Without a separate, enforceable agreement establishing the minority member’s right to payment, the ability to recover those proceeds can be significantly limited once the deal closes.
How Was the Matter Resolved Without Litigation?
Roldan identified early that the transaction had not yet closed, which created the opportunity to negotiate protective terms before any funds were distributed. By establishing her client as a necessary party to the closing, she secured material amendments to the membership interest purchase agreement that expressly required full payment to her client.
What Is the Broader Legal Takeaway?
Co-ownership and partnership disputes do not always require litigation to resolve. Early legal intervention, before a transaction closes, can protect a client’s financial interest and produce a negotiated outcome.
As Roldan noted: “Knowing when to negotiate and when to stand firm on the contract’s plain terms is what drives results.”
Minority business owners who become aware that a business partner is negotiating a major transaction affecting their interest without their involvement should seek legal counsel as early as possible.
Case Details
Practice Area: Business Law, Membership Interest Purchase / Corporate Buyout Jurisdiction: Florida (multi-state transaction)
Stage: Pre-litigation, resolved entirely out of court
Result: Full purchase price paid directly to client
Attorney: Jennifer Roldan, EPGD Business Law
About EPGD Business Law
EPGD Business Law is a full-service business law firm serving clients across Florida and beyond. The firm’s Business Law practice group advises closely held companies, entrepreneurs, and business owners on corporate transactions, co-ownership disputes, contract negotiations, and strategic exits.
