714 F.3d 1234 (11th Cir. 2013), 12-11680, Merle Wood & Associates, Inc. v. Trinity Yachts, LLC
|Citation:||714 F.3d 1234|
|Opinion Judge:||BLACK, Circuit Judge:|
|Party Name:||MERLE WOOD & ASSOCIATES, INC., Florida Corporation, Plaintiff-Appellant, v. TRINITY YACHTS, LLC, Louisiana Limited Liability Company, Defendant-Appellee.|
|Attorney:||Michael Pfundstein, Law Offices of Mike Pfundstein, PA, Fort Lauderdale, FL, for Plaintiff-Appellant. Bernard Lebedeker, Burman, Critton, Luttier & Coleman, LLP, West Palm Bch., FL, for Defendant-Appellee.|
|Judge Panel:||Before MARCUS, BLACK and SILER,[*] Circuit Judges.|
|Case Date:||April 15, 2013|
|Court:||United States Courts of Appeals, Court of Appeals for the Eleventh Circuit|
Appeal from the United States District Court for the Southern District of Florida.
Merle Wood & Associates (Merle Wood), a yacht-broker, appeals the district court's grant of summary judgment in favor of Trinity Yachts, LLC (Trinity), a manufacturer and seller of yachts. We affirm.1
On September 8, 2010, Merle Wood sued Trinity for, among other things, quantum meruit and unjust enrichment.2 Merle Wood alleged that Trinity refused to pay for the fair, reasonable value of the benefit Merle Wood provided in brokering a deal that led to Trinity selling two multi-million dollar yachts. Trinity denied that Merle Wood brokered the deal, and refused to pay it anything more than a one-time $150,000 " referral fee," which it did in December 2004.
On summary judgment, the district court concluded that Merle Wood's claims for quantum meruit and unjust enrichment were time-barred under the applicable statute of limitations, Fla. Stat. § 95.11, because they accrued prior to September 8, 2006, more than four years before Merle Wood filed its complaint. 3 See Merle Wood & Assocs., Inc. v. Trinity Yachts, LLC, 857 F.Supp.2d 1294, 1310-11 (S.D.Fla.2012). Specifically, the district court found that Merle Wood's causes of action accrued when it " conferred a benefit upon" Trinity, which occurred, at the earliest, when Trinity and the client executed a purchase agreement and, at the latest, " when the first payment by the buyer to the seller [was] made." Id. Because it was " undisputed that the contracts between [the client] and Trinity for both ... yachts were signed and first payment was made, in each case, before September 8, 2006," the district court held Merle Wood's causes of action were time-barred. Id. at 1311.
Merle Wood disputes the district court's conclusions. Merle Wood acknowledges that for the first yacht the purchase agreement was executed and the first payment of $ 3.6 million was made in November 2003. Merle Wood further concedes that for the second yacht the purchase agreement was executed in April 2006, and the first payment of $100,000 was made in August 2006. Nonetheless, Merle Wood argues that its claims as to the first yacht did not accrue until approximately September 22, 2006, when Trinity delivered the yacht to the client and received the full purchase price. Merle Wood argues that its claims relating to the second yacht did not accrue until the client made each installment payment on the yacht and " each partial payment" of Merle Wood's commission " became due." Although Merle Wood does not specify the precise dates on which it was entitled to those partial payments, it assures us they occurred after September 8, 2006.
II. THE STATUTE OF LIMITATIONS
The central issue on appeal concerns the precise point at which the statute of limitations began to run on Merle Wood's quantum meruit and unjust enrichment claims. Under Florida law, the four-year limitations period began when Merle Wood's " cause[s] of action accrue[d]" — that is, " when the last element constituting the cause[s] of action occur[red]." See Fla. Stat. § 95.031(1). More precisely framed, this case turns on when " the last element" of Merle Wood's quantum meruit and unjust enrichment claims occurred.
Florida law prescribes four elements for quantum meruit and unjust enrichment claims. See Commerce P'ship 8098 Ltd. P'ship v. Equity Contracting Co., Inc., 695 So.2d 383, 386 (Fla. 4th DCA 1997) (en banc); see also Babineau v. Fed. Express Corp., 576 F.3d 1183, 1194 (11th Cir.2009) (reciting the elements of quantum meruit under Florida law). First, the plaintiff must have conferred " a benefit on the defendant." Commerce P'ship, 695 So.2d at 386. Second, the defendant must have " knowledge of the benefit." Id. Third, the defendant must have " accepted or...
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