to the courts claim against Gould, they have not al leged state action and “[t]he Fourteenth Amendment, and, through it, the First and Fifth Amendments, do not apply to private parties unless those parties are engaged in activity deemed to be ‘state action.’” Nat’l Broad. Co., Inc. v. Commc’ns Workers of Am., 860 F.2d 1022, 1024 (11th Cir.1988) (citation omitted). Therefore, these claims are also insubstantial and frivolous. Any state-law claims, including legal malpractice, arise out of Gould’s representation of the Kinseys in negotiating a settlement agreement and his refusal to continue that representation after the Kinseys rejected that agreement. The district court lacks federal question jurisdiction over any such claims. See Diaz v. Sheppard, 85 F.3d 1502, 1505-06 (11th Cir.1996) (<HOLDING>); Ray v. Tennessee Valley Auth. 677 F.2d 818,
recognizing that the elements of a claim for breach of contract are 1 existence of a valid contract and 2 breach of the terms of that contract holding that no substantial question of federal law was required to be answered to determine the plaintiffs statelaw legal malpractice negligence and breach of contract claims holding that a plaintiffs common law breach of contract and negligence claims cannot be raised where the ucc already governs holding that the power of a federal court to hear and to determine statelaw claims in nondiversity cases depends upon the presence of at least one substantial federal claim in the lawsuit holding the government liable to plaintiffs for breach of contract