Alex Mendoza v. V.A. Crudele Dredging Corp.

• Court: District Court of Appeal of Florida
• Decided: January 15, 2025
• Docket: 3D2024-0449
• Status: Published

Opinion

Third District Court of Appeal State of Florida

Opinion filed January 15, 2025. Not final until disposition of timely filed motion for rehearing.

________________

No. 3D24-0449 Lower Tribunal No. 21-24462-CA-01 ________________

Alex Mendoza, Appellant,

vs.

V.A. Crudele Dredging Corp., Appellee.

An Appeal from the Circuit Court for Miami-Dade County, Beatrice Butchko Sanchez, Judge.

Arnaldo Vélez, P.A., and Arnaldo Vélez, for appellant.

Mamone Villalon, and Tyler A. Mamone and Rachel E. Walker, for appellee.

Before LINDSEY, BOKOR and GOODEN, JJ.

PER CURIAM. The underlying action is a contractual dispute between Alex Mendoza

and V.A. Crudele Dredging Corp. At summary judgment, the trial court

correctly concluded that the statute of limitations barred the relief sought by

Mendoza. “A cause of action accrues when the last element constituting the

cause of action occurs.” § 95.031(1), Fla. Stat. In breach of contract actions,

“it is well-established that a statute of limitations runs from the time of the

breach.” BDI Constr. Co. v. Hartford Fire Ins. Co., 995 So. 2d 576, 578 (Fla.

3d DCA 2008).

The parties entered into a written memorandum of agreement on

March 25, 2008, regarding the dredging of a lakebed and the conversion of

the site into a developable parcel. Pursuant to this original agreement, if V.A.

Crudele Dredging is “reactivated as a corporation . . . then 40% of the stock

of the company shall be issued to Mendoza but only if the property is

declared buildable and filled in.” The parties, desiring to clarify their

agreement or resolve outstanding disputes, executed a second written

agreement, the February 26, 2009 Unanimous Consent Action (the “First

Action”). Pertinent to the issues on appeal, through the First Action, the

parties agreed: (1) to reinstate V.A. Crudele Dredging as a Florida

corporation; (2) that “[t]he fees and costs incurred in the reinstatement shall

be borne and paid by Alex Mendoza”; and (3) “that the stock of the

2 corporation be issued in the following manner: 60 shares to [Vincent Crudele,

the principal of V.A. Crudele Dredging] or his designee; 40 shares to Alex

Mendoza or his designee.”

The record establishes Mendoza was aware the stock had not been

issued to him by March 6, 2009, when the second unanimous consent action

(the “Second Action”) was executed by Vincent as the principal of V.A.

Crudele Dredging. Specifically, Mendoza’s complaint alleged that V.A.

Crudele Dredging “refus[ed] to recognize [his] rights to the stock,” which

stock was required to be issued by the terms of the First Action. Even though

Mendoza did not execute the Second Action, by its very terms, the Second

Action, signed by Vincent, not only put Mendoza on notice that V.A. Crudele

Dredging (and Vincent as its principal) reneged on its alleged obligation from

the First Action to issue the stock to Mendoza, but also claimed that Vincent

was the rightful owner. Notably, the Second Action provided that “the stock

of the corporation was not issued or, if issued, has been lost” and that

Vincent is the “holder of all of the rights to the unissued stock of [V.A.]

Crudele Dredging.” Further, the Second Action removed any language

requiring issuance of the stock to Mendoza. Thus, per the language of the

Second Action, the last element of Mendoza’s alleged cause of action for

breach occurred no later than March 6, 2009, by placing Mendoza on notice

3 that V.A. Crudele Dredging took the position that it was not required to issue

any stock to Mendoza.

The Second Action reflects V.A. Crudele Dredging and its principal’s

repudiation of any alleged obligation to issue stock, breaching any prior

agreement requiring such issuance. See Abreu v. Aurora Loan Servs., LLC,

390 So. 3d 218, 220 (Fla. 3d DCA 2024) (holding that the breach did not

occur when the Bank “fail[ed] to provide the new loan documents [per the

parties settlement agreement in the Bank’s foreclosure action], but [with] the

Bank’s . . . filing of a new foreclosure action after it had agreed to provide

new loan documents but failed to do so”); see also Arvelo v. Park Fin. of

Broward, Inc., 15 So. 3d 660, 663 (Fla. 3d DCA 2009) (“Statutes of limitation

are intended to encourage the enforcement of legal remedies before time

dilutes memories, witnesses move to greener pastures, and parties pitch out

(or ‘delete,’ in the electronic age) old records.”). Because the trial court

correctly concluded that the statute of limitations bars Mendoza’s claims, we

affirm the final judgment entered in favor of V.A. Crudele Dredging. 1

1 We summarily affirm as to all other issues raised in Mendoza’s appeal, including, but not limited to, issues raised for the first time on appeal and not properly presented to the trial court. See, e.g., Sunset Harbour Condo Ass’n v. Robbins, 914 So. 2d 925, 928 (Fla. 2005) (“As a general rule, it is not appropriate for a party to raise an issue for the first time on appeal.”); Gables Ins. Recovery, Inc. v. Citizens Prop. Ins. Corp., 261 So. 3d 613, 619–20 (Fla. 3d DCA 2018) (addressing the statutes and regulations raised by the

4 Affirmed.

appellee in its answer brief and holding that because the appellee “did not raise these other statutory and regulatory provisions before the trial court in its summary judgment motion,” this Court does not address them “for the first time on appeal”).