United States Court of Appeals For the First Circuit
No. 25-1309
UNITED STATES OF AMERICA, ex rel. REYNALDO SOLANO AND NEALS MAXILIN; STATE OF CALIFORNIA, STATE OF FLORIDA, STATE OF ILLINOIS, COMMONWEALTH OF MASSACHUSETTS, STATE OF MICHIGAN, STATE OF NEW JERSEY, STATE OF NEW YORK, STATE OF TEXAS, ex rel. REYNALDO SOLANO AND NEALS MAXILIN,
Plaintiffs, Appellants,
v.
BARTON ASSOCIATES, INC.,
Defendant, Appellee,
MEDTECH WORLDWIDE, INC.; REALTIME PHYSICIANS, LLC; OCENTURE, LLC; CARELUMINA, LLC,
Defendants.
APPEAL FROM THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MASSACHUSETTS
[Hon. George A. O'Toole, Jr., U.S. District Judge]
Before
Barron, Chief Judge, Howard and Rikelman, Circuit Judges.
Christopher Furlong, with whom Frier Levitt was on brief, for appellants. Jordan Bock, with whom Kevin Martin, Miranda Hooker, and Goodwin Procter LLP were on brief, for appellee. May 28, 2026 RIKELMAN, Circuit Judge. This case is a qui tam action
under the False Claims Act (FCA). See 31 U.S.C. §§ 3729-3733. In
2022, Reynaldo Solano and Neals Maxilin sued Barton Associates,
Inc., claiming that Barton ran a fraudulent scheme to induce others
to submit false claims to Medicare and other government benefit
programs in exchange for a fee. The district court granted
Barton's motion to dismiss, concluding that Solano and Maxilin had
failed to plead fraud with the particularity required by Federal
Rule of Civil Procedure 9(b). They now appeal the dismissal, as
well as the district court's decision to deny their request for
reconsideration or, in the alternative, to amend their complaint.
Discerning no legal error or abuse of discretion in the district
court's rulings, we affirm.
I. BACKGROUND
A. Relevant Facts
Solano owns a company that specializes in repairs and
installations of mobility and accessibility devices, such as
wheelchair lifts and scooters.1 In 2019, he received an
unsolicited phone call from an account manager at Barton. Barton
operates a staffing agency that assigns medical professionals to
"locum tenens," or temporary, positions at hospitals and other
1 Because the district court dismissed the case at the pleading stage, we draw the facts from the complaint. See United States ex rel. Duxbury v. Ortho Biotech Prods., L.P., 579 F.3d 13, 20 (1st Cir. 2009).
- 3 - medical entities across the United States. Solano alleges that
the Barton employee sought to recruit him into Barton's "scheme"
to "defraud Medicare and other government funded health plans."
According to Solano, the Barton employee outlined the
scheme over "several conversations." The employee explained that
Barton recruits individuals or medical organizations ("clients")
that provide medical services or products and can access the
contact information of patients eligible for Medicare or other
government programs. Barton then "encourages" its clients to
create a call center to solicit requests for medical treatment
from those patients. If a patient seeks a medical service or
product, the client would then connect the patient with Barton,
which would assign the patient to one of its own physicians to
prescribe the service or product. Solano alleges that, on top of
what the patient pays for the physician consultation, Barton
collects an additional $40 "assessment fee" from the client for
each prescription its physicians write, and the client then submits
a claim to the government for providing the service or product to
the patient.
In one phone call, the Barton employee told Solano that,
although a Barton physician must review each patient request for
a service or product and "be allowed to reject" it, in fact, "99.9%
of the submitted requests are approved." Solano never participated
- 4 - in the scheme, but the Barton employee claimed that Barton had
several clients already engaged in this ongoing operation.
Meanwhile, Maxilin worked as a certified coding
associate for Medtech Worldwide, Inc., which operates a network of
virtual medical clinics pairing patients with providers for
consultations. His role involved coding prescriptions for cancer
tests, pain creams, and medical equipment.
According to Maxilin, Medtech was one of Barton's
recruited clients that participated in the fraudulent scheme by
channeling its patients to Barton physicians to write
"unnecessary" prescriptions. He alleges that Medtech and another
medical organization, RealTime Physicians, LLC, were obtaining
"tens of thousands" of dollars in prescriptions from Barton
physicians every month for various testing, equipment, or
medications requested by Medicare-eligible patients. The
organizations would then seek reimbursement from the federal
government for providing the prescribed service or product.2
Maxilin avers that Barton also contracted with other medical teams,
such as Ocenture, LLC and CareLumina, LLC, which "were paying
patients to take . . . cancer screening test[s] and then billing
Medicare . . . for reimbursement." Ocenture and CareLumina
2 Maxilin alleges that Medtech also falsified signatures and forms, among other misconduct. Because Barton is not implicated in these additional allegations, we do not discuss them further.
- 5 - allegedly performed between "8,000 and 10,000 cancer-screening
tests per month."3
B. Procedural History
In June 2020, Solano and Maxilin brought a sealed qui
tam action under the FCA and the analogous statutes of eight
states. In a qui tam suit, whistleblowers (called "relators")
purport to bring claims on behalf of the United States. See 31
U.S.C. § 3730(b)(1).
Here, Solano and Maxilin alleged five claims under the
FCA, including the presentation of false claims and conspiracy to
commit an FCA violation. See id. § 3729(a)(1)(A)-(G). Overall,
they alleged that Barton
knowingly provid[ed] or contract[ed] with providers to furnish medical services to patients eligible for Medicare or other government-funded health plans for unnecessary services prescribed by physicians that did not engage in treatment of the patients, had no physician-patient relationship with them, and often did not even speak with the patients for whom they prescribed the services.
Thus, they claimed that Barton engaged in fraud.
As required by the FCA, Solano and Maxilin submitted a
disclosure statement to the local United States Attorney's Office
when they filed their complaint. See id. § 3730(b)(2). Three
3 Solano and Maxilin initially sued Medtech, RealTime, Ocenture, and CareLumina, as well as Barton. Only Barton is a party to this appeal.
- 6 - years later, in May 2023, the United States declined to intervene,
and the district court ordered the complaint unsealed and served
on Barton.
A few months after the complaint was unsealed, Barton
moved to dismiss. It argued, in part, that Solano and Maxilin had
failed to plead fraud with the particularity required by Federal
Rule of Civil Procedure 9(b).
The district court granted Barton's motion to dismiss.
See United States ex rel. Solano v. Barton & Assocs., Inc., No.
20-11231-GAO, 2024 WL 1346532, at *4 (D. Mass. Mar. 29, 2024). It
ruled that Solano and Maxilin had alleged the scheme at "too high
a level of generality" to satisfy the requirements of Rule 9(b).
Id. at *3. The court went on to hold that, "[b]eyond a general
outline of a fraudulent scheme, the complaint is minimal as to any
details about specific false claims and lacks reliable indicia
that lead to a strong inference that claims were actually
submitted." Id. It pointed out that Solano and Maxilin did not
include details of the "time periods, locations, or amounts of
fraudulently submitted claims" and also failed to identify the
"specific government programs" involved in any false claims. Id.
The court acknowledged Solano and Maxilin's effort to allege "some
numerical totals as to dollars and the number of prescriptions,"
but it concluded that this information did not "connect . . . with
the submission of any false claims to government programs." Id.
- 7 - As the court explained, they did not allege that these
prescriptions were "written without a doctor-patient
relationship," were "medically unnecessary," or that the patients
were actually enrolled in (rather than just eligible for) Medicare.
Id.
In sum, the district court concluded that although the
facts alleged by Solano and Maxilin could give rise to
"speculation" of fraud by Barton, they were insufficient to
"strengthen the inference of fraud beyond possibility." Id. (first
quoting United States ex rel. Duxbury v. Ortho Biotech Prods.,
L.P., 579 F.3d 13, 31 (1st Cir. 2009); and then quoting Hagerty ex
rel. United States v. Cyberonics, Inc., 844 F.3d 26, 31 (1st Cir.
2016)). It thus dismissed both the federal and state-law claims
with prejudice for failing to meet the demands of Rule 9(b).
Less than one month after the district court entered its
dismissal order, thus ending the case, Solano and Maxilin filed a
motion for reconsideration. See Fed. R. Civ. P. 59(e). In their
motion, they also requested, in the alternative, that the court
treat the dismissal as without prejudice and grant them leave to
amend the complaint. See Fed. R. Civ. P. 15(a)(2). The district
court denied the motion in full.
Solano and Maxilin timely appealed.
- 8 - II. STANDARD OF REVIEW
We review de novo a district court's decision to grant
a motion to dismiss for failure to plead fraud with the
particularity required by Rule 9(b). See United States ex rel. Ge
v. Takeda Pharm. Co., 737 F.3d 116, 123 (1st Cir. 2013). By
contrast, we review a district court's denial of a motion to amend
a complaint for abuse of discretion. See United States ex rel.
Kelly v. Novartis Pharms. Corp., 827 F.3d 5, 10 (1st Cir. 2016).
We may affirm if any adequate reason for the denial is apparent
from the record. See Acosta-Mestre v. Hilton Int'l of P.R., Inc.,
156 F.3d 49, 51 (1st Cir. 1998). Finally, we review a denial of
a motion for reconsideration under Rule 59(e) for manifest abuse
of discretion. See Ruiz Rivera v. Pfizer Pharms., LLC, 521 F.3d
76, 81 (1st Cir. 2008). District courts have "substantial
discretion and broad authority" in resolving a Rule 59(e) motion.
III. DISCUSSION
Solano and Maxilin argue that the district court erred
by not applying the "more flexible" pleading standard for
inducement-based FCA claims, and that their complaint against
Barton survives under that standard. Duxbury, 579 F.3d at 30.
They also contend that the court abused its discretion in denying
their motion for reconsideration and, alternatively, for leave to
- 9 - amend their complaint. As we explain, we find no legal error or
abuse of discretion in the district court's rulings.
A. Motion to Dismiss
Solano and Maxilin argue that their complaint "set[]
forth a detailed account of a fraudulent scheme" by Barton that
"include[d] reliable indicia that [false] claims were submitted"
and thus satisfied Rule 9(b). We disagree that they have met
Rule 9(b)'s requirements.
A party bringing a fraud claim under the FCA must show
that (1) the defendant submitted or caused the submission of a
claim for payment to the government and (2) the claim was false or
fraudulent. See Ge, 737 F.3d at 124; 31 U.S.C. § 3729(a)(1).
Under Rule 9(b), both components must be alleged with
particularity. See Lawton ex rel. United States v. Takeda Pharm.
Co., 842 F.3d 125, 130 (1st Cir. 2016) ("Rule 9(b) requires both
that the circumstances of the alleged fraud and the claims
themselves be alleged with particularity."). That means alleging
the "who, what, when, where, and how of the alleged fraud." Ge,
737 F.3d at 123 (citation modified). Allegations of misconduct
not linked to submission of false claims are "not enough." Id. at
124.
Generally, a complaint brought under the FCA must
"identify particular false claims" that the defendant has
submitted. Duxbury, 579 F.3d at 29 (emphasis omitted). But we
- 10 - have recognized "a distinction between" qui tam actions alleging
that the defendant submitted false claims and those alleging that
the defendant induced others to file false claims. Id.
For inducement cases under the FCA, relators may survive
a motion to dismiss "by alleging particular details of a scheme to
submit false claims paired with reliable indicia that lead to a
strong inference that claims were actually submitted." Id.
(quoting United States ex rel. Grubbs v. Kanneganti, 565 F.3d 180,
190 (5th Cir. 2009)). Such reliable indicia may include the
"specific medical providers who allegedly submitted false
claims, . . . rough time periods, locations, and amounts of the
claims, and the specific government programs to which the claims
were made." Ge, 737 F.3d at 124 (discussing Duxbury, 579 F.3d at
30). We have described this path as a "somewhat more flexible
standard" under Rule 9(b). Hagerty, 844 F.3d at 31 (citation
modified) (quoting Kelly, 827 F.3d at 13). But, in the end, to
overcome the Rule 9(b) hurdle, relators must include allegations
that "strengthen the inference of fraud beyond possibility."
Duxbury, 579 F.3d at 29 (emphasis added) (citation modified).
Solano and Maxilin argue that their complaint "easily
satisfies" the "more flexible standard" for inducement-based FCA
claims. In their view, their allegations "include[] multiple
reliable indicators that Barton's scheme led directly to the
submission of large numbers of false claims." They point out that
- 11 - the allegations identify the "specific government programs (e.g.,
Medicare), the types of items and services reimbursed (genetic
tests, [durable medical equipment], pain creams), the nature of
the falsity (no patient contact, lack of medical necessity), and
the mechanism of causation (prescriptions rubberstamped by
Barton's providers and used to submit claims)." Thus, they
contend, the district court "misappli[ed]" the legal standard for
inducement-based FCA claims, instead "requir[ing] them to identify
specific false claims submitted for payment."
To begin, we disagree that the district court
"misappli[ed]" the relevant legal standard. The court correctly
determined that Solano and Maxilin "alleg[ed] inducement" such
that their claims against Barton were subject to the "more
accommodating standard" under Duxbury, meaning that they did not
need to "provid[e] details as to each false claim." Solano, 2024
WL 1346532, at *2 (citation modified). It also recognized that
"there is no checklist of mandatory requirements that each
allegation in a complaint must meet to satisfy Rule 9(b)." Id.
(citation modified). As the court pointed out, for inducement
cases, a complaint can meet the requirements of Rule 9(b) if it
contains "reliable indicia that lead to a strong inference that
[false] claims were actually submitted." Id. (quoting Duxbury,
579 F.3d at 29). It then highlighted that "factual or statistical
evidence" can amount to reliable indicia but stressed that the
- 12 - alleged facts must "strengthen the inference of fraud beyond
possibility." Id. (quoting Hagerty, 844 F.3d at 31). The court
went on to conclude that Solano and Maxilin failed to satisfy this
more flexible standard. Based on our review, the district court
checked all the boxes of the applicable legal test, contrary to
Solano and Maxilin's arguments.
Solano and Maxilin insist that their claims survive
under the Duxbury standard, but we are not persuaded. To be sure,
in Duxbury, we determined that the complaint satisfied the "more
flexible standard" for an inducement-based kickback scheme for a
drug manufacturer. 579 F.3d at 30. In doing so, however, we
pointed out that the complaint identified the who (eight named
healthcare providers), the what (illegal kickbacks from
defendant's promotion of use of the drug, Procrit), and roughly
the where and when (from 1992 to 1998 in the Western United
States). See id. at 29-30. And, importantly, the Duxbury
complaint provided "specifics" and "information as to the dates
and amounts of the false claims filed by these providers with the
Medicare program." Id. at 30. For instance, the relators in
Duxbury alleged that "[i]n 1997-98 Western Washington Treatment
Center in Olympia, Washington received more than $5,000 of
free . . . Procrit from [the defendant] under the direction of
Robert Ashe so that Western Washington could submit the free
product for reimbursement to Medicare." Id. Finally, we noted
- 13 - that they "alleged facts that false claims were in fact filed"
with government programs. Id. at 31. Thus -- "[a]lthough a close
call" -- we held that the Duxbury complaint met Rule 9(b)'s
requirements. Id. at 30.
By contrast, we concluded that the complaint in Kelly
failed under Rule 9(b). See 827 F.3d at 7. The relators in Kelly
alleged a similar scheme to the one alleged in Duxbury: they
asserted that certain physicians received kickbacks from
defendants in exchange for selling and submitting claims for
off-label prescriptions of the drug Xolair. See id. at 8. The
Kelly relators sought to provide reliable indicia of fraud by
specifying dates on which a defendant treated physicians to
"upscale meals and drinks" as kickbacks, and the complaint
referenced emails describing how the defendants "pushed for Xolair
sales." United States ex rel. Garcia v. Novartis AG, 91 F. Supp.
3d 87, 108 (D. Mass. 2015) (citing Kelly Compl. ¶¶ 257-63). The
allegations even referenced a slide presentation reflecting the
defendants' "efforts to maximize billing of Medicare patients," as
well as an FDA report describing the "widespread off-label use of
Xolair." Id. (citing Kelly Compl. ¶¶ 13, 267).
Despite the allegations of misconduct, we affirmed the
district court's ruling that the Kelly complaint was insufficient
to raise an "inference of fraud beyond possibility." 827 F.3d at
15 (citation modified). Fatally, the complaint "had not provided
- 14 - reliable indicia that the alleged underlying schemes resulted in
submission of false claims, nor had [it] brought forward evidence
that the physicians who prescribed Xolair sought federal
reimbursement." Id. (citation modified). Instead, the "closest
Relators g[ot] to positing the existence of fraud" was alleging
that "certain doctors" who were "enrolled in federal reimbursement
programs" "prescribed Xolair" and "received services and
incentives" from the defendants. Id. And although we acknowledged
that it would "not be irrational to infer" from these allegations
that some false claims were submitted to federal government
programs, the complaint "g[a]ve rise to only speculation" and
therefore was "not enough to satisfy Rule 9(b)." Id. (citation
modified).
The complaint here suffers from the same flaws as did
the Kelly complaint. Solano and Maxilin allege that, in 2019,
Barton induced four third-party clients to refer patients to Barton
physicians to review and approve requests for a variety of medical
services and products. The alleged facts -- at most -- identify
the "who" and the "when." Just like in Kelly, however, the "what"
of the FCA claim -- meaning, indicia of the actual submission of
false claims to federal benefit programs -- is missing.
Solano and Maxilin point to facts in their complaint
that they argue provide "reliable indicia that false claims were
actually submitted." But those facts amount to a handful of
- 15 - statistics, some unsupported, and one example. As for the
statistics, they assert that two companies -- Medtech and
RealTime -- obtained "tens of thousands of dollars in
prescriptions every month for genetic testing, durable medical
equipment, and pain cream prescriptions." And they allege that
two other companies -- Ocenture and CareLumina -- "perform[ed]
between 8,000 and 10,000 cancer-screening tests per month."
Finally, they point to the Barton employee boasting that "99.9%"
of the prescription requests submitted to Barton were approved.
As for the example, they claim that a Barton physician signed a
prescription for a patient on January 10, 2019, without ever
meeting that patient.
Even if we were to infer from these allegations that
Barton physicians issued some medically unnecessary prescriptions
to patients, Solano and Maxilin still fail to allege that those
particular patients, including the patient who met with a Barton
physician in January 2019, were enrolled in Medicare or another
government program. Instead, the complaint only describes the
patients that Barton served as "Medicare eligible." This leaves
a gap in the allegations about whether any false claims were
submitted for payment to the government. We have held relators'
allegations to be insufficient on this score if they fail to
provide facts beyond insinuation "that the patients were actually
covered by government programs." Hagerty, 844 F.3d at 33
- 16 - (affirming dismissal of FCA claims given the relators "d[id] not
allege that any particular patient was actually covered by a
government program").
Solano and Maxilin's complaint cannot overcome this
pleading gap, even under the "more flexible standard" for
inducement-based FCA claims. Thus, we affirm the district court's
dismissal of their complaint under Rule 9(b).
B. Motion to Amend and Motion for Reconsideration
According to Solano and Maxilin, the district court
abused its discretion by denying, without explanation, their
motion to reconsider the dismissal order or, alternatively, for
leave to amend their complaint. This argument faces strong
headwinds.
1. Motion to Amend
Solano and Maxilin argue that the district court should
have granted their motion for leave to amend the complaint under
the liberal standard of Federal Rule of Civil Procedure 15(a)(2).
And they are correct that, generally, courts should "freely give
leave" to amend "when justice so requires." Fed. R. Civ.
P. 15(a)(2). But the timing of the request matters: only when "a
motion to amend is properly made before entry of judgment" does
- 17 - this "liberal standard" apply. Ge, 737 F.3d at 127 (citation
modified) (second emphasis added).
Here, Solano and Maxilin never properly moved to amend.
Before the district court entered its judgment, their only hint of
a potential amendment was during the hearing on Barton's motion to
dismiss. At the end of that hearing, they stated: "[I]n the event
that this [c]ourt does not find our arguments persuasive or that
it otherwise deem[s] it necessary to dismiss parts of the
complaint, we respectfully ask leave to amend the complaint and
cure any defects this court deems it to have." But such a "passing
request for contingent leave to file an amended complaint,"
especially when made as a part of an "opposition to a motion to
dismiss, is insufficient" to make a proper Rule 15(a) motion.
Fisher v. Kadant, Inc., 589 F.3d 505, 510-11 (1st Cir. 2009).
Only after the district court dismissed their complaint
with prejudice did Solano and Maxilin move for leave to amend their
complaint -- and they did so within their motion for
reconsideration. We have consistently affirmed a district court's
denial of leave to amend when the request has been made
post-judgment. See, e.g., Ge, 737 F.3d at 127-28 (explaining that
a "district court cannot allow an amended pleading where a final
judgment has been rendered unless that judgment is first set aside
or vacated") (citation modified).
- 18 - Solano and Maxilin also "made no attempt to supplement
their bare request for leave to amend" with any proposed amendment
or any explanation of how they would cure the complaint's
deficiencies. Aponte-Torres v. Univ. of P.R., 445 F.3d 50, 58
(1st Cir. 2006) (explaining that the "absence of supporting
information, may, in and of itself, be a sufficient reason for the
denial of leave to amend"). Their boilerplate entreaty "failed to
provide the district court with the reasons supporting their
request [to amend] and with the substance of possible amendments."
Silverstrand Invs. v. AMAG Pharms., Inc., 707 F.3d 95, 107-08 (1st
Cir. 2013) (affirming the district court's dismissal with
prejudice in part on this ground).
Concerningly, Solano and Maxilin misrepresent our
precedent in lodging this challenge to the district court's order.
They assert that a district court "must explain its reasoning [for
denying leave to amend] on the record." They also contend that
the "First Circuit [has] consistently held that a district court
abuses its discretion by dismissing with prejudice without first
allowing amendment where . . . the plaintiff has not had a prior
opportunity to do so." But we have never so held. Under our case
law, it is "not a basis for reversal" if the district court denies
a party's "first motion to amend . . . without explaining its
reasoning on the record," so long as the reasons for the denial
are apparent from the record itself. Kelly, 827 F.3d at 10
- 19 - (emphasis added). And we have frequently affirmed denials of first
motions to amend. See, e.g., id.4
2. Motion for Reconsideration
Finally, we find no error, let alone sufficient error to
constitute a "manifest abuse of discretion," in the district
court's denial of Solano and Maxilin's motion for reconsideration
under Federal Rule of Civil Procedure 59(e). ACA Fin. Guar. Corp.
v. Advest, Inc., 512 F.3d 46, 55 (1st Cir. 2008) (citation
"The granting of a motion for reconsideration is 'an
extraordinary remedy which should be used sparingly.'" Palmer v.
Champion Mortg., 465 F.3d 24, 30 (1st Cir. 2006) (quoting 11 Wright
& Miller's Federal Practice & Procedure § 2810.1 (2d ed. 1995)).
In their motion before the district court, Solano and Maxilin
failed to "clearly establish a manifest error of law" or "present
newly discovered evidence," as required for relief under Rule
59(e). Ge, 737 F.3d at 127 (quoting Marie v. Allied Home Mortg.
Corp., 402 F.3d 1, 7 n.2 (1st Cir. 2005)). Instead, they merely
declared that they could "cure[]" any deficiencies and that the
In addition to misrepresenting the holdings of several cases 4
in their opening appellate brief, Solano and Maxilin also referenced quotations that do not appear in those cases or in any case that we have been able to find. Then, even after Barton pointed out these errors, Solano and Maxilin filed a reply brief that again cited cases for propositions that the cases do not support and quoted language that the cases do not contain.
- 20 - district court had "misapplied the Duxbury standard" in dismissing
their complaint. These conclusory assertions do "no more than
reiterate the[ir] [earlier] arguments." Palmer, 465 F.3d at 30.
And a motion for reconsideration is "not a promising vehicle for
revisiting a party's case and rearguing theories previously
advanced and rejected." Id.
Solano and Maxilin again misrepresent our case law in
claiming that we have "repeatedly emphasized" that a "district
court abuses its discretion when it fails to articulate any
rationale for denying" a Rule 59(e) motion. None of the cases
they cite stand for such a proposition. In fact, one of the cases
they cite does not even involve a Rule 59(e) motion. See
Davila-Alvarez v. Escuela de Medicina Universidad Cent. del
Caribe, 257 F.3d 58, 63-64 (1st Cir. 2001) (discussing motions for
relief from judgment under Federal Rule of Civil Procedure 60(b)
in the context of a dismissal for want of prosecution). And we
have even affirmed a denial of a relator's motion for
reconsideration that was issued without explanation. See, e.g.,
Ge, 737 F.3d at 127-28 (holding that the district court "did not
abuse its discretion" in denying relator's Rule 59(e) motion
"without opinion").
The district court was well within its discretion to
deny Solano and Maxilin's motion for reconsideration, or, in the
alternative, for leave to amend their complaint.
- 21 - IV. CONCLUSION
For all these reasons, we affirm the district court's
rulings.
- 22 -