The Fourth District’s January 7, 2026 decision in Merchbar, Inc. v. Alliance Entertainment, LLC is not flashy, but it is important. It is a clean, disciplined reminder of something Florida appellate courts have been saying for decades: personal jurisdiction is not established by rhetoric, assumptions, or paper shuffling. It is established by sworn proof—or it is not established at all.

For lawyers who litigate contract disputes against out-of-state defendants, and for businesses that assume a Florida forum clause solves everything, Merchbar is worth careful attention.

The Setup: A Florida Lawsuit Without Florida Proof

Alliance Entertainment sued Merchbar in Broward County for breach of contract, seeking more than $800,000. The complaint alleged that venue and jurisdiction were proper because the parties’ contract selected Florida law and Broward County as the forum.

There was only one problem: no contract was attached, and no sworn facts supported those jurisdictional allegations.

The complaint described both parties as “foreign” corporations. It asserted that Alliance was registered with the Florida Department of State, but did not allege that Alliance maintained a Florida place of business. It claimed that Merchbar was formerly known as “Copthis, Inc.,” but provided no factual explanation or evidentiary support for that assertion.

Merchbar responded exactly as Florida law allows—and expects. It moved to dismiss for lack of personal jurisdiction and submitted a sworn affidavit from its co-founder denying meaningful Florida contacts and denying the existence of any written contract in which Merchbar consented to Florida jurisdiction.

At that point, the burden shifted. Alliance needed sworn proof to keep the case alive.

It never provided any.

The Fatal Misstep: Paper Without an Affidavit Is Still Paper

After Merchbar filed its affidavit, Alliance attempted to cure the problem by filing a “notice of filing” attaching a credit application between Alliance and Copthis, Inc. The application contained Florida choice-of-law and Broward County venue language.

But Alliance never submitted an affidavit explaining how Copthis and Merchbar were the same entity. It never rebutted Merchbar’s sworn denial. It never authenticated the document. It never offered sworn testimony of any kind.

That omission was decisive.

Florida law on this point is not subtle. Under Venetian Salami and its progeny, once a defendant files a legally sufficient affidavit contesting jurisdiction, the plaintiff must respond with sworn proof. An unverified complaint is not evidence. Unauthenticated attachments are not evidence. Argument is not evidence.

The Fourth District enforced that rule exactly as written.

The Appellate Court’s Message: This Is Not Optional

The Fourth District reversed outright and ordered dismissal for lack of personal jurisdiction. The opinion is methodical and unsparing:

– An unverified complaint has no evidentiary value.
– Attachments to an unverified complaint have no evidentiary value.
– If the defendant’s affidavit, taken as true, negates jurisdiction, the plaintiff must respond with sworn proof.
– If the plaintiff does not, dismissal is mandatory.

The court did not weigh credibility. It did not require an evidentiary hearing. It did not give Alliance a pass because the alleged contract involved significant money. Procedure mattered—and procedure controlled the outcome.

Why This Case Matters in the Real World

For businesses, Merchbar is a warning against complacency. Forum-selection and choice-of-law clauses are powerful tools, but only if you can prove they apply to the party you sued. Corporate name changes, affiliates, successors, and assumed identities must be established with evidence, not labels.

For lawyers, the lesson is sharper. Jurisdictional motions are not briefing exercises; they are evidentiary contests. If your opponent submits an affidavit, you must respond in kind. Filing documents without authentication or explanation is not a substitute for sworn testimony.

And for defense counsel, Merchbar is a roadmap. A focused affidavit, narrowly tailored to jurisdictional facts, can end a case before discovery ever begins—if the plaintiff is not prepared to meet its burden.

The Bigger Picture

Florida courts remain serious about personal jurisdiction. They do not bend the rules to reach perceived merits, and they do not excuse evidentiary failures simply because a contract dispute involves large sums.

That predictability is a feature, not a flaw. But it rewards lawyers who understand the mechanics and punishes those who assume that allegations alone will carry the day.

Merchbar is not a new rule. It is an old rule applied correctly. And that is precisely why it matters.