A new Florida case gives us a good reminder about LLCs, asset protection, and how people should actually use them.

In Aisha Jhaveri, LLC v. Rivas, Case No. 4D2025-0066, the Fourth District Court of Appeal addressed whether an individual could be held personally liable for obligations tied to an LLC. The court confirmed the basic rule: piercing the corporate veil is not easy.

To impose personal liability on someone associated with an LLC, you generally need proof of three things:

1. The individual dominated and controlled the entity so much that the entity had no separate existence;
2. The entity was used fraudulently or for an improper purpose; and
3. The improper use of the entity caused the claimed injury.

That matters because many people assume that if an LLC is operated casually, the owner is automatically personally liable. Not necessarily.

In this case, the court found that careless use of similar entity names, some commingling, and poor business practices were not enough by themselves. There still needed to be evidence that the LLC was used for an improper purpose and that the improper use caused the damage being claimed.

So what is the practical takeaway?

An LLC can be a very useful tool, but it should be used for the right reason and treated the right way.

For real estate, LLCs often make the most sense for rental properties. A rental property has people, guests, tenants, vendors, repairs, lease issues, maintenance problems, and other activity happening at the property that may be outside of the owner’s direct control. That is exactly the type of situation where separating ownership into an LLC may be worth considering.

An LLC is usually less valuable for a second home that is only used personally. There may still be reasons to consider one, but the liability risk is often different than with a tenant-occupied rental.

An LLC is generally not suggested for a primary residence. In Florida, you cannot receive the homestead exemption if the property is owned by an LLC. More importantly, Florida homestead protection can provide extremely strong creditor protection for a primary residence. In many cases, putting a primary residence into an LLC creates more problems than it solves.

And if you are going to use an LLC, treat it like a real business.

That means:

• Open and use a separate bank account for the LLC.
• Have leases signed in the name of the LLC.
• Have rent paid to the LLC.
• Pay property expenses from the LLC account.
• Keep records.
• Avoid using the LLC and your personal finances interchangeably.
• Sign contracts clearly in your representative capacity for the LLC.

The case is a helpful reminder that imperfect paperwork does not automatically destroy LLC protection. But that does not mean sloppy practices are a good idea. The cleaner your records are, the easier it is to show that the LLC is real and separate from you personally.

There is also a mortgage and tax issue people often miss.

If the property has a mortgage, you should not simply deed the property into an LLC without reviewing the loan documents and obtaining lender approval. Most mortgages contain due-on-sale language, and transferring the property without consent may create a default issue.

Even if the lender gives permission, there may still be documentary stamp taxes due on the transfer. In Florida, documentary stamps may be due at a rate of $0.70 per $100.00 of the outstanding loan balance when mortgaged property is transferred.

This is not just a theoretical issue. I recently had a client contact me because the State sent her a demand letter for unpaid documentary stamp taxes from a transfer that occurred two years earlier. The letter included the tax, penalties, and interest. Understandably, it scared them.

That is why these transfers need to be reviewed before the deed is recorded.

The bottom line is simple: LLCs can be a great tool, especially for rental properties, but they are not magic. Use them for the right properties, set them up correctly, get lender approval when needed, understand the documentary stamp tax consequences, and then operate the LLC like an actual business.

The goal is not just to create an LLC. The goal is to create a structure that still works when someone later questions it.

Christian Ross | Ross Title – Ross Law

One of the common “rules” you will hear in real estate is that you should not mix forms.

Do not mix NABOR with FR/BAR. Do not use one contract with another association’s addendum. Do not combine forms unless you absolutely know what you are doing.

As a general warning, that advice is not wrong. Mixing forms can create problems. But like most things in real estate contracts, the better answer is a little more nuanced.

You can mix forms in certain situations. But you need to understand what you are using, why you are using it, and whether the form actually works with the contract in front of you.

Power is knowledge. The issue is not that mixing forms is always forbidden. The issue is that mixing forms without understanding the consequences can create gaps, conflicts, or unintended results.

**As always, please consult with an attorney or your broker before giving legal advice.**

The Main Risk: Some Forms Are Built for a Specific Contract

The first thing to watch for is whether the form you are using refers back to a specific paragraph, section, or process in a different contract.

This is where people can get into trouble.

For example, NABOR’s Buyer Election form is designed to work with NABOR’s inspection process. It ties into the way the NABOR contract handles inspections, defective items, cosmetic conditions, seller responses, repair caps, and buyer elections.

That does not mean you can simply attach a NABOR Buyer Election form to a FR/BAR contract, or even the NABOR’s As Is Contract, and assume it works the same way.

The same idea applies to certain occupancy addenda, repair forms, financing forms, or other contract-specific documents. If the form depends on language in a particular contract, then using it with a different contract may create confusion.

A good rule of thumb is this: If the form references a paragraph, section, deadline, procedure, or defined term from another contract, be very careful before using it. It may not be wrong, but you need to read it closely and make sure it still makes sense.

The Second Risk: Missing Required Disclosures

The second major issue is that you may accidentally miss a legally required disclosure. This comes up often with condominium and HOA documents.

For example, NABOR’s Condo Addendum and the FR/BAR Condominium Rider are not identical. They may handle disclosures, document delivery, rescission rights, and related issues differently.

If the listing agent provides disclosure forms for one contract, but you decide to write the offer on the other contract, you should not assume the original forms are enough. This is a very common scenario.

A listing agent may prepare the package using FR/BAR forms, but the buyer wants to make the offer on NABOR forms. Or the reverse may happen. In that case, you need to stop and ask whether the proper condo, HOA, and statutory disclosures have been included for the contract you are actually using.

In many cases, the safest answer is simple: Use new forms that match the contract. Do not assume that because “a condo disclosure was provided,” the correct condo disclosure was provided. That small detail can matter.

When Mixing Forms Can Be Helpful

Even with those cautions, there are times when mixing forms can be helpful or even necessary. The first situation is when one form set does not have a good option, but the other does.

For example, I generally find the NABOR post-closing occupancy form more practical than the FR/BAR post-closing occupancy form. If I am working on a transaction where the parties need a post-closing occupancy agreement, I may prefer to use the NABOR form because it simplifies the issues I want covered.

That does not mean I blindly attach it to every contract. It means I read it, confirm it works in the situation, and make sure it does not depend on contract language that is missing from the main agreement.

Pro Tip: I typically borrow the language I like from the form, and then paste it in a FR/BAR Addendum to ensure a cleaner format.

The second situation is with broker forms.

Sometimes a brokerage has already prepared a broker compensation agreement, listing agreement, or other brokerage document. Those forms may not need to change simply because the eventual sale contract is NABOR or FR/BAR.

For example, if the broker already has a properly drafted listing agreement, I am not necessarily looking to recreate that agreement just because the purchase contract later uses a different form. The key is making sure the documents do not conflict with each other and that each document does the job it is supposed to do.

Local Practice Still Matters

Another practical point is local custom.

In Collier County, NABOR forms are expected in many residential transactions. That does not mean FR/BAR forms are invalid. It means NABOR is the local norm, and many brokers, attorneys, title companies, and clients are used to how those forms work.

Outside of Collier County, FR/BAR is generally more expected.

That matters because people are more likely to understand the forms they use every day. When you move away from the expected form set, you may create extra questions, extra negotiation, or extra attorney review.

Sometimes that is worth it. Sometimes it is not.

The Practical Takeaway

Mixing forms is not automatically wrong. But it is also not something to do casually.

Before mixing forms, ask yourself a few questions:

• Does this form refer to a paragraph or process from another contract?
• Does it use defined terms that may not exist in the contract I am using?
• Could I be missing a required condo, HOA, or statutory disclosure?
• Does the form conflict with the main contract?
• Am I using this form because it is actually better, or just because it was already sitting in the file?

That last question is important.

Convenience is not a good enough reason to create ambiguity in a contract.

But when you understand the forms, when you check for conflicts, and when you make sure the required disclosures are covered, mixing forms can be a useful tool.

The point is not “never mix forms.” The point is: know what you are mixing.

Christian Ross | Ross Title – Ross Law

Negotiating the Gray Area — Extensions, Repairs, and Occupancy

There’s a point in almost every transaction where the contract runs out of road—but the deal doesn’t.

Let’s take a common scenario. The lender misses the closing date. The buyer is ready, willing, and still wants the property—but they need an extension.

From the seller’s perspective, this is frustrating. “What’s the point of a closing date if I can’t hold them to it?”

It’s a fair question.

But here’s the practical reality: If this buyer is still the best path to closing—and most of the time they are—then the goal isn’t to punish the delay. The goal is to re-balance the deal.

When you’re negotiating extensions, repairs, or occupancy, the principle is simple: If one party needs something, the other party should receive something. Not as a penalty. As consideration.

This is where a lot of deals either get handled well—or mishandled entirely.

The better approach is: “Yes—but what does the other side receive in return?”

Practical Solutions That Actually Work

Using the missed closing date example, here are a few ways to structure an extension that feels fair to both sides:

1. Release of Deposit to Seller
The seller was expecting full proceeds at closing. That’s not happening on time. Why shouldn’t they at least receive the deposit now?
This creates real commitment from the buyer—and gives the seller something tangible in return for the delay.

2. Lock Prorations to the Original Closing Date
If the closing is delayed, costs shift—taxes, HOA dues, utilities.
One way to neutralize that is to keep prorations tied to the original closing date.
It’s a simple concept: “You can have the time—but it won’t cost me anything.”

3. Revisit Previously Rejected Terms
This is often the most effective—and most overlooked—strategy. Was there something the buyer previously said no to?

• A repair escrow
• A post-closing occupancy
• A credit structure

An extension creates an opportunity to revisit those items.

Not aggressively. Not opportunistically. But fairly.

Circumstances have changed—so the conversation can change.

Where People Get It Wrong

There’s a line here—and it’s important not to cross it. Even when one side is technically “in the wrong,” you can still overplay your hand.

For example: Asking for a higher purchase price.

It almost never works, as it triggers a basic human reaction—defensiveness. The buyer stops thinking about solving the problem and starts thinking about protecting themselves.

The Goal Is Not to Win—It’s to Close

In these moments, it’s easy to get caught up in leverage.

Who has it. Who lost it. Who’s entitled to what.

But the better question is: What keeps this deal moving forward?

Because the truth is, a slightly adjusted deal that closes is almost always better than a perfectly enforced contract that collapses.

Final Thought

Deadlines matter. Contracts matter.

But when something slips—and it will—the focus should shift from enforcement to balance. If both sides give a little and get a little, the deal usually survives. If one side tries to take everything, it usually doesn’t.

And in this business, getting to the closing table is still what matters most.