Aisha Jhaveri, LLC v. Billington Stables, LLC, and Mary Rivas

DISTRICT COURT OF APPEAL OF THE STATE OF FLORIDA
FOURTH DISTRICT

AISHA JHAVERI, LLC,
Appellant,

v.

MARY RIVAS and BILLINGTON STABLES, LLC,
Appellees.

No. 4D2025-0066

[May 27, 2026]

Appeal from the County Court for the Fifteenth Judicial Circuit, Palm
Beach County; Sarah Levien Shullman, Judge; L.T. Case No.
502022CC009743XXXXMB.

Carmen Cartaya of Segal McCambridge Singer & Mahoney, Ltd., Fort
Lauderdale, for appellant.

Bradford Jon Beilly of Bradford J. Beilly, P.A., Fort Lauderdale, for
appellee Mary Rivas.

GROSS, J.

A common legal issue arising in county courts is the identity of the
responsible party under a contract when a corporation is involved. If a
person is forthright about the corporation’s participation in the contract,
it is difficult, if not impossible, to pierce the corporate veil to hold that
person liable. This case involves such a scenario.

Appellee Mary Rivas is a horse trainer who owns and operates
Billington Stables, LLC, which she formed to pursue her business.

Appellant Aisha Jhaveri, LLC entered into an agreement with Billington
regarding future horse leases and purchases. On behalf of Billington,
Rivas executed a bill of sale for a certain pony.

A dispute over the pony arose and to resolve it Billington and Jhaveri
entered into a settlement agreement. Among other terms, Billington
agreed to pay Jhaveri two settlement payments. Jhaveri complied with the
agreement but Billington failed to make all of the payments.
Aside from a small disagreement over the amount Billington paid under
the settlement, the parties agreed that the major issue at trial was whether
Jhaveri “was able to pierce the corporate veil of Billington and hold Rivas
personally liable for breach” of the agreement.

After a full day non-jury trial, Judge Shullman entered a thoughtful,
detailed final judgment, which we reproduce in part below. We adopt the
legal analysis in the final judgment as the opinion of this court, as it is
consistent with the Florida Supreme Court’s decision in Dania Jai-Alai
Palace, Inc. v. Sykes, 450 So. 2d 1114 (Fla. 1984). The trial court wrote:

“The Florida Supreme Court has held that the corporate veil
may not be pierced absent a showing of improper conduct.”
Flooring Depot FTL, Inc., v. Wurtzebach, 330 So. 3d 47, 49 (Fla.
4th DCA 2021) (citing [Sykes], 450 So. 2d at 1121. “[T]his
‘showing of improper conduct’ necessitates a finding that ‘the
corporation was actually organized or used to mislead
creditors or perpetrate a fraud upon them.’” Id. (quoting
Sykes, 450 So. 2d at 1120).

A party “must prove the following three factors by a
preponderance of the evidence to pierce the corporate veil: (1)
the shareholder dominated and controlled the corporation to
such an extent that the corporation’s independent existence,
was in fact nonexistent and the shareholders were in fact alter
egos of the corporation; (2) the corporate form must have been
used fraudulently or for an improper purpose; and (3) the
fraudulent or improper use of the corporate form caused
injury to the claimant.” Id. (citing Seminole Boatyard, Inc. v.
Christoph, 715 So. 2d 987, 990 (Fla. 4th DCA 1998)).

The Court finds that [Jhaveri] failed to meet its burden to
pierce the corporate veil as to Rivas. Although Rivas utilized
the names “Billington LLC” and “Billington Stables, LLC,”
interchangeably, there was no evidence to show that she did
so knowingly or with an improper purpose. Rather, the
evidence was clear that Rivas is a horse trainer, not a
businesswoman, and that she was simply careless in using
the name Billington Stables, which she credibly testified was
the working name of her farm and stables. See Ally v. Naim,
581 So. 2d 961, 962–63 (Fla. 3d DCA 1991) (“The fact that a
corporation is a ‘one person’ corporation does not, standing
alone, justify piercing the corporate veil, . . . nor does the fact

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that business affairs have been poorly handled, without more,
justify piercing the corporate veil.”).

There was also no evidence that Rivas improperly used the
corporate form, under either name, when entering into the
subject Agreement with [Jhaveri] on behalf of Billington. None
of the parties, or their attorneys, noticed the difference in
entity name when drafting and signing the Agreement, nor
was this error caught during two years of litigation until the
day of trial. The Court cannot find that the inadvertent use of
Billington Stables, LLC versus Billington LLC was done for an
improper purpose or caused injury to [Jhaveri]. See Geigo
Props., L.L.P. v. R.J. Gators Real Estate Grp., Inc., 849 So. 2d
1109, 1111 (Fla. 4th DCA 2003) (“[T]he mere use of a shell
corporation to enter into the lease, and the subsequent breach
of the lease by failing to pay rent, did not constitute the type
of improper conduct necessary to pierce the corporate veil.”).

At worst, Rivas personally paid some of Billington’s bills
during a time period when Billington’s bank account was
closed, and she deposited Billington’s income into her
personal account during this time. Otherwise, Rivas credibly
testified that she paid business invoices with her business
account and personal invoices with her personal account.
Thus, “[t]hese allegations, without more, fail to meet any of
the three factors set forth in Christoph.” Wurtzebach, 330 So.
3d at 50 (citing BEO Mgmt. Corp. v. Horta, 314 So. 3d 434, 437
(Fla. 3d DCA 2020), wherein a commingling of personal and
corporate funds alone was held to be insufficient to meet the
first factor of the “pierce the veil” test).

Further, [Jhaveri]’s theory was that Billington sold it a
worthless pony under a different name and identity. Even if
improper or fraudulent, which was not sufficiently proven,
such facts do not establish that Rivas used the corporate form
to commit this improper purpose, or that the improper use of
the corporate form caused injury to [Jhaveri]. One issue had
nothing to do with the other. [Jhaveri]’s complaint alleged
breach of a settlement agreement, not fraud. There was
simply no evidence to connect Billington’s sale of the pony to
Rivas’ use of the corporate form to the breach of the settlement
agreement.

(minor alterations for readability).

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The final judgment of the county court is affirmed.

Affirmed.

MAY and KLINGENSMITH, JJ., concur.

* * *

Not final until disposition of timely-filed motion for rehearing.

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