                                                                           FILED
                            NOT FOR PUBLICATION                             DEC 11 2012

                                                                        MOLLY C. DWYER, CLERK
                    UNITED STATES COURT OF APPEALS                       U .S. C O U R T OF APPE ALS




                            FOR THE NINTH CIRCUIT



GEORGE FELDMAN,                                  No. 11-16594

              Plaintiff - Appellant,             D.C. No. 2:10-cv-01195-KJD-PAL

  v.
                                                 MEMORANDUM *
BUDDY BOY INC., DBA Capriotti’s
Sandwich Shop; FRANCIS ALLEN,

              Defendants - Appellees.



                    Appeal from the United States District Court
                             for the District of Nevada
                     Kent J. Dawson, District Judge, Presiding

                           Submitted December 7, 2012 **
                             San Francisco, California

Before: O’SCANNLAIN and CALLAHAN, Circuit Judges, and EZRA, District
Judge.***




        *
             This disposition is not appropriate for publication and is not precedent
except as provided by 9th Cir. R. 36-3.
        **
             The panel unanimously concludes this case is suitable for decision
without oral argument. See Fed. R. App. P. 34(a)(2).
        ***
              The Honorable David A. Ezra, U.S. District Judge for the District of
Hawaii, sitting by designation.
      Plaintiff George Feldman appeals the district court’s decision granting

Buddy Boy, Inc.’s motion to dismiss on the basis that it employed fewer than

fifteen employees and thus was not subject to suit under Title VII.

                                           I

      Contrary to Feldman’s assertions, Buddy Boy and other members of the

Capriotti’s Sandwich Shop franchise were not operating as an integrated enterprise,

and their personnel cannot be aggregated to meet the employee-numerosity

requirement in Title VII. See Morgan v. Safeway Stores, Inc., 884 F.2d 1211, 1214

(9th Cir. 1989) (finding no centralized control of labor relations, and thus no

integrated enterprise, where one company had no control over the personnel

decisions of another); see also Herman v. United Bhd. of Carpenters & Joiners of

Am., 60 F.3d 1375, 1383–84 (9th Cir. 1995) (concluding that a local union chapter

and the larger international union were not a common enterprise even though the

local union paid dues to the international union, the international union had the

power to dissolve the local union or place it in a trusteeship, and the local union

was required to follow the rules of the international union). As Feldman does not

contest the fact that Buddy Boy alone employed fewer than the threshold fifteen

employees, he cannot meet an essential element of Title VII, and his claim was

properly dismissed. See Arbaugh v. Y & H Corp., 546 U.S. 500, 504, 516 (2006).


                                           2
                                          II

      Moreover, the district court did not abuse its discretion when it denied

Feldman’s request for additional discovery on the integrated enterprise issue.

Feldman cannot point to any specific facts that, if uncovered, would change the

outcome of the integrated enterprise analysis, and thus he cannot make a clear

showing that the denial of discovery resulted in actual and substantial prejudice to

his claim. See Boschetto v. Hansing, 539 F.3d 1011, 1020 (9th Cir. 2008).

      AFFIRMED.




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