Merchbar, Inc. f/k/a Copthis, Inc. v. Alliance Entertainment, LLC

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DISTRICT COURT OF APPEAL OF THE STATE OF FLORIDA
FOURTH DISTRICT

MERCHBAR, INC. f/k/a COPTHIS, INC.,
Appellant,

Vv.

ALLIANCE ENTERTAINMENT, LLC,
Appellee.

No. 4D2025-1505
[January 7, 2026]

Appeal of nonfinal order from the Circuit Court for the Seventeenth
Judicial Circuit, Broward County; Jeffrey R. Levenson, Judge; L.T. Case
No. CACE 25000444.

Andrew T. Sarangoulis of Burr & Forman LLP, Fort Lauderdale, for
appellant.

Ravi Batta of Rosenfeld Stein Batta, P.A., Aventura, for appellee.
FoRST, J.

Defendant/appellant Merchbar, Inc., appeals a nonfinal order denying
its motion to dismiss for lack of personal jurisdiction. We reverse because
the plaintiff/appellee, Alliance Entertainment, LLC, failed to provide sworn
proof to refute Merchbar’s affidavit, which sufficiently contested
jurisdiction.

Background

Alliance filed suit in Florida against Merchbar for breach of contract.
Alliance’s unverified complaint referred to Alliance and Merchbar as
“foreign” corporations and sought to recover over $800,000 in damages
against Merchbar. Alliance’s complaint described the defendant it was
suing as “Merchbar, Inc., f/k/a [“formerly known as”] Copthis, Inc.”
However, beyond this bare allegation, Alliance’s complaint contained no
further factual explanation regarding Merchbar and Copthis being the
same company. The complaint further alleged: “Venue is proper in
Broward County pursuant to the terms of the parties|’] contract that
selected that forum” and “[Merchbar] . . . entered into a contract with

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[Alliance] and agreed to be bound by Florida law and to bring any litigation
associated with that contract in Broward County, Florida.”
No contract was attached to the complaint. While the complaint stated
that 	Alliance 	was 	“registered 	with 	Florida 	Department 	of 	State,” 	the
complaint did not allege that Alliance maintains a place of business in
Florida.
Merchbar moved to dismiss on the bases that Alliance’s complaint
failed to establish: (1) a basis for personal jurisdiction under Florida’s long-
arm statute, section 48.193, Florida Statutes (2023); and (2) Merchbar had
minimum 	contacts 	with 	Florida 	such 	that 	personal 	jurisdiction 	was
consistent with due process. 	Merchbar’s dismissal motion noted that
“[Alliance] has failed to attach the operative contract to the Complaint as
required by [Florida Rule of Civil Procedure] l.130(a).” 	Merchbar’s motion
further argued, “[Alliance]’s jurisdiction alleged over Merchbar is based on
the missing alleged contract, that Merchbar consented in the contract to
claim being brought in Florida. . . . Again, there is no contract attached
supporting such.”
In support of its dismissal motion, Merchbar attached its co-founder’s
affidavit. The affidavit averred that Merchbar had no contacts with Florida
aside from an e-commerce website that could be accessed from Florida,
and that less than three percent of its total sales over the preceding five
years had originated from Florida-based customers. 	Additionally, the
affidavit lacked any acknowledgment that Merchbar was formerly known
as or used to operate under the name “Copthis, Inc.” 	The affidavit denied
the existence of any “written contract with Merchbar which includes a
Florida choice of law or forum selection clause.” 	The dismissal motion
quoted 	the 	affidavit’s 	denial 	that 	a 	written 	contract 	existed 	between
Alliance and Merchbar.
After Merchbar filed its dismissal motion, Alliance filed a “notice of
filing” 	purporting 	to 	attach 	a 	written 	contract 	between 	Alliance 	and
Copthis to its complaint. 	The contract—a credit application—contained
the following provisions:
1. 	The laws of the State of Florida shall be applicable to all
disputes arising under this Credit Application or as a
result 	of 	any 	extensions 	of 	credit 	by 	[Alliance] 	to
[Copthis].
2. 	The undersigned and [Copthis] agree to remit payment
for any credit extended at [Alliance’s] principal place of

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business; and it shall be conclusively presumed the
failure 	to 	perform 	any 	such 	obligation 	shall 	give
jurisdiction 	to 	the 	courts 	of 	the 	State 	of 	Florida.
Further, 	should 	a 	dispute 	arise 	as 	a 	result 	of 	the
extension of credit, then venue shall be at Broward
County.
While the Merchbar affiant’s name is typed on one page of the credit
application as Copthis’s “President,” the application was signed by a
different Copthis officer. 	Aside from the “fka” modifier in the complaint,
Alliance’s filings fail to address the implicit claim that Merchbar and
Copthis are the same company.
Alliance did not submit a competing affidavit or any other sworn proof
in 	response 	to 	Merchbar’s 	affidavit 	denying 	a 	contractual 	basis 	for
jurisdiction. 	The circuit court denied Merchbar’s motion without an
evidentiary hearing. 1
Analysis
As a preliminary matter, we reject Alliance’s argument that Merchbar
waived 	its 	right 	to 	challenge 	jurisdiction. 	Merchbar 	raised 	a 	timely
objection and did not thereafter request affirmative relief on the case’s
merits. 	See Biose v. Orasan, 379 So. 3d 1190, 1194–95 (Fla. 4th DCA
2024).
“An order on a motion to dismiss for lack of personal jurisdiction is
reviewed de novo.” 	Id. at 1194.
Determining whether personal jurisdiction exists over a non-resident
involves a two-step inquiry:
First, the court determines whether the complaint alleges a
basis for jurisdiction under Florida’s long-arm statute, section
48.193, 	Florida 	Statutes 	(2017). 	[Venetian Salami Co. v.
Parthenais, 554 So. 2d 499, 502 (Fla. 1989)]. The requirement
is satisfied by either tracking the language of the statute, id.,
or 	by 	“alleging 	specific 	facts 	that 	demonstrate 	that 	the
defendant’s actions fit within one or more subsections” of the
long-arm statute. 	Hilltopper Holding Corp. v. Est. of Cutchin
1 Merchbar’s reply brief alludes to a proceeding for which no court reporter was
present. 	Neither party’s appellate briefs. nor the documentation in the record
that was submitted as an appendix, reference an evidentiary hearing.

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ex rel. Engle, 955 So. 2d 598, 601 (Fla. 2d DCA 2007) (citing
Wash. Cap. Corp. v. Milandco, Ltd., 695 So. 2d 838, 841 (Fla.
4th DCA 1997)). 	If a statutory basis for jurisdiction is pled,
the next inquiry is whether sufficient “minimum contacts” are
demonstrated to satisfy due process. 	Venetian Salami, 554
So. 2d at 502. 	To contest the complaint’s factual allegations
or raise a contention of minimum contacts, the defendant
must file affidavits supporting their position. Id. The affidavit
“must contain factual allegations which, if taken as true, show
that 	the 	defendant’s 	conduct 	does 	not 	subject 	him 	to
jurisdiction.” Hilltopper, 955 So. 2d at 601 (citing Acquadro v.
Bergeron, 851 So. 2d 665, 672 (Fla. 2003)).
If the defendant’s affidavit is legally sufficient, the burden
then shifts to the plaintiff to provide sworn proof that a basis
for jurisdiction exists. 	Venetian Salami, 554 So. 2d at 502.
Where the affidavits cannot be reconciled, the trial court must
hold 	a 	limited 	evidentiary 	hearing 	to 	determine 	the
jurisdictional issue. 	Id. at 503.
Biose, 379 So. 3d at 1195.
“If the plaintiff fails to come forward with sworn proof to refute the
allegations 	in 	the 	defendant’s 	affidavit 	and 	to 	prove 	jurisdiction, 	the
defendant’s motion to dismiss must be granted.” Hilltopper, 955 So. 2d at
602.
Florida’s long-arm statute authorizes specific jurisdiction over non-
residents for contract-based claims that comply with Florida’s choice-of-
law statute. 	§§ 48.193(1)(a)(9), 685.101, 685.102, Fla. Stat. (2023).
“When 	sections 	685.101 	and 	685.102 	are 	satisfied, 	personal
jurisdiction may be exercised and the courts may dispense with the more
traditional minimum contacts analysis.” 	Corp. Creations Enters. LLC v.
Brian R. Fons Att’y at Law P.C., 225 So. 3d 296, 301 (Fla. 4th DCA 2017)
(citation omitted). 	Under this framework, jurisdiction exists if there is a
contract that: (1) includes a choice of law provision designating Florida law
as the governing law, in whole or in part; (2) includes a provision whereby
the non-resident expressly agrees to submit to the jurisdiction of the
courts of Florida; (3) involves consideration of not less than $250,000 or
relates to an obligation arising out of a transaction involving in the
aggregate not less than $250,000; (4) does not violate the United States
Constitution; and (5) either bears “a substantial or reasonable relation to
Florida” or at least one of the parties is a resident of Florida or incorporated

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under the laws of Florida. Id.; Hamilton v. Hamilton, 142 So. 3d 969, 971–
72 (Fla. 4th DCA 2014).
On this record, the circuit court erred in denying Merchbar’s motion to
dismiss. 	Alliance’s unverified complaint alleged Alliance was “registered
with 	Florida 	Department 	of 	State,” 	and 	documents 	appended 	to 	the
complaint hint, without directly stating, that Alliance has an address in
Florida. 	However, an “unverified complaint [is] not evidence.” 	Greenspire
Glob., Inc. v. Sarasota Green Grp., LLC, 363 So. 3d 1150, 1152 (Fla. 2d
DCA 2023). 	Similarly, unauthenticated attachments to an unverified
complaint 	have 	no 	evidentiary 	value. 	Eco-Tradition, LLC v. Pennzoil-
Quaker State Co., 137 So. 3d 495, 496 (Fla. 4th DCA 2014). Moreover, the
complaint refers to both parties as “foreign corporations.”
In turn, Merchbar’s dismissal motion and affidavit denied that any
contract 	existed 	in 	which 	Merchbar 	agreed 	to 	submit 	to 	personal
jurisdiction 	in 	Florida. 	As 	noted 	above, 	the 	contracts 	submitted 	by
Alliance did not mention “Merchbar.”
Merchbar’s 	factual 	allegations, 	“if 	taken 	as 	true, 	show 	that 	the
defendant’s conduct does not subject [it] to jurisdiction.” 	Biose, 379 So.
3d at 1195 (emphasis removed) (quoting Hilltopper, 955 So. 2d at 601).
Thus, the burden shifted to Alliance “to provide sworn proof that a basis
for jurisdiction exists.” 	Id. (citing Venetian Salami, 554 So. 2d at 502).
In response to Merchbar’s dismissal motion, Alliance failed to respond,
providing no sworn proof that a basis for jurisdiction exists. 	In fact,
Alliance filed no sworn proof of anything. 	Alliance filed only a contract
that lacks any reference to Merchbar’s name. 	Presented with only an
unverified complaint and no sworn proof in response to Merchbar’s legally
sufficient dismissal motion and affidavit, the circuit court was required to
grant Merchbar’s motion to dismiss. 	See Hilltopper, 955 So. 2d at 602.
Conclusion
Accordingly, we reverse the circuit court’s order and remand with
instructions 	to 	dismiss 	Alliance’s 	complaint 	for 	lack 	of 	personal
jurisdiction.
Reversed and remanded for further proceedings.
C IKLIN and LEVINE , JJ., concur.
* 	* 	*

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