; Ferguson Enters., Inc. v. Astro Air Conditioning & Heating, Inc., 137 So.3d 613, 615 (Fla. Dist. Ct. App. 2014).
Id. at 5 (citing Ferguson Enters., Inc. v. Astro Air Conditioning & Heating, Inc., 137 So. 3d 613, 615 (Fla. 2d DCA 2014)),
"The elements of a breach of contract cause of action are: (1) a valid contract, (2) a material breach, and (3) damages." Ferguson Enters. v. Astro Air Conditioning & Heating, Inc., 137 So.3d 613, 615 (Fla. 2d DCA 2014) (citing Havens, 117 So.3d at 1181 ). Rule 1.130(a) requires that "[a]ll bonds, notes, bills of exchange, contracts, accounts, or documents on which action may be brought or defense made, or a copy thereof or a copy of the portions thereof material to the pleadings, must be incorporated in or attached to the pleading." Attachments to the pleading are "considered a part thereof for all purposes.
-------- & Heating, Inc., 137 So.3d 613, 615 (Fla. 2d DCA 2014). However, our review is limited to the four corners of the complaint, and we are required to accept the allegations therein as true and to resolve any inferences in favor of the plaintiff.
The elements of a breach of guaranty claim are the same as those of a claim for breach of contract. See Ferguson Enter. v. Astro Air Conditioning and Heating, Inc., 137 So.3d 613, 615 (Fla. 2d DCA 2014). Where the guaranty is absolute, the guarantor becomes liable upon nonpayment by the principal and the nonbreaching party has no duty to first pursue the principal borrower before resorting to the guarantors.
, at *2 (citing Ferguson Enterprises, Inc. v. Astro Air Conditioning and Heating, Inc., 137 So.3d 613, 615 (Fla. 2d DCA 2014). Where the guaranty is absolute, the guarantor becomes liable upon nonpayment by the principal and the non-breaching party has no duty to first pursue the principal before resorting to the guarantors. See Mullins v. Sunshine State Service Corp., 540 So.2d 222, 223 (Fla. 5th DCA 1989).
Under Florida law, “[t]he elements of a breach of contract action are: (1) a valid contract; (2) a material breach; and (3) damages.” Ferguson Enters., Inc. v. Astro Air Conditioning & Heating, Inc., 137 So.3d 613, 615 (Fla. 2d DCA 2014) (citing Havens v. Coast Fla., P.A., 117 So.3d 1179, 1181 (Fla. 2d DCA 2013)); J.J. Gumberg Co. v. Janis Servs., Inc., 847 So.2d 1048, 1049 (Fla. 4th DCA 2003); Rollins, Inc. v. Butland, 951 So.2d 860, 876 (Fla. 2d DCA 2006).
Counts IX to XII plead that the corporate Defendants breached the APAs, the APAs' First Amendment, and the Closing Agreement in a myriad of ways. To establish a breach-of-contract claim, Plaintiffs must prove three elements: "(1) a valid contract, (2) a material breach, and (3) damages." Ferguson Enters. v. Astro Air Conditioning & Heating, Inc., 137 So. 3d 613, 615 (Fla. Dist. Ct. App. 2014). There is no dispute that the parties entered into valid contracts.
Under Florida law, "[t]he elements of a breach of contract action are: (1) a valid contract; (2) a material breach; and (3) damages." Ferguson Enters., Inc. v. Astro Air Conditioning & Heating, Inc., 137 So. 3d 613, 615 (Fla. 2d DCA 2014) (citing Havens v. Coast Fla., P.A., 117 So. 3d 1179, 1181 (Fla. 2d DCA 2013)); J.J. Gumberg Co. v. Janis Servs., Inc., 847 So. 2d 1048, 1049 (Fla. 4th DCA 2003); Rollins, Inc. v. Butland, 951 So. 2d 860, 876 (Fla. 2d DCA 2006) ("The elements of an action for breach of contract are: (1) the existence of a contract, (2) a breach of the contract, and (3) damages resulting from the breach.").
Under Florida law, "[t]he elements of a breach of contract cause of action are: (1) a valid contract, (2) a material breach, and (3) damages." Nat'l Collegiate Student Loan Tr. 2006-4 v. Meyer, No. 2D17-4158, 2019 WL 985300, at *3 (Fla. Dist. Ct. App. Mar. 1, 2019) (quoting Ferguson Enters. v. Astro Air Conditioning & Heating, Inc., 137 So. 3d 613, 615 (Fla. Dist. Ct. App. 2014)). Notably, the Florida Rules of Civil Procedure require that any written contract "be incorporated in or attached to the pleading" when a party claims breach of contract.