                FOR PUBLICATION

  UNITED STATES COURT OF APPEALS
       FOR THE NINTH CIRCUIT

JEFFREY BENKO; CAMILO                    No. 13-15185
MARTINEZ; ANA MARTINEZ; FRANK
SCINTA; JACQUELINE SCINTA; SUSAN           D.C. No.
HJORTH; SANDRA KUHN; JESUS              2:12-CV-0024-
GOMEZ; SILVIA GOMEZ; DONNA               MMD-GWF
HERRERA; ANTOINETTE GILL; JESSE
HENNIGAN; KIM MOORE; THOMAS
MOORE, Nevada residents;                   OPINION
RAYMOND SANSOTA; FRANCINE
SANSOTA, Ohio residents,
              Plaintiffs-Appellants,

                 v.

QUALITY LOAN SERVICE
CORPORATION, a California
corporation; MTC FINANCIAL, INC.,
DBA Trustee Corps.; MERIDIAN
FORECLOSURE SERVICE, DBA
Meridian Trust Deed Service, DBA
MTDS, Inc.; NATIONAL DEFAULT
SERVICING CORPORATION;
CALIFORNIA RECONVEYANCE
COMPANY,
              Defendants-Appellees.


      Appeal from the United States District Court
               for the District of Nevada
        Miranda Du, District Judge, Presiding
2          BENKO V. QUALITY LOAN SERVICE CORP.

                   Argued and Submitted
         March 13, 2015—San Francisco, California

                        Filed June 18, 2015

      Before: J. Clifford Wallace, Milan D. Smith, Jr.,
           and Paul J. Watford, Circuit Judges.

             Opinion by Judge Milan D. Smith, Jr.;
                  Dissent by Judge Wallace


                           SUMMARY*


          Jurisdiction / Class Action Fairness Act

    The panel reversed the district court’s Fed. R. Civ. P.
12(b)(6) dismissal of a class action, vacated the district
court’s judgment, and remanded with instructions to the
district court to remand the case to Nevada state court
because there was no federal jurisdiction under the Class
Action Fairness Act.

    The panel held that the court lacked jurisdiction because
Meridian Foreclosure Services, a Nevada corporation, was a
“significant” defendant for purposes of CAFA’s local
controversy exception, 28 U.S.C. § 1332(d)(4)(A). The panel
concluded that the plaintiffs met their burden to show that
this case qualified for the local controversy exception where:
a class of exclusively Nevada plaintiffs filed suit against six

  *
    This summary constitutes no part of the opinion of the court. It has
been prepared by court staff for the convenience of the reader.
         BENKO V. QUALITY LOAN SERVICE CORP.                   3

defendants, one of which was Nevada domiciled; the alleged
misconduct took place exclusively in the state of Nevada; and
the one Nevada domiciled defendant was allegedly
responsible for between 15-20% of the wrongs alleged by the
entire class.

    The panel held that the district court abused its discretion
in denying the plaintiffs leave to amend their complaint after
removal to federal court, and erred in not considering the
plaintiffs’ second amended complaint for purposes of
analyzing jurisdiction under CAFA.

    Judge Wallace dissented from the majority’s holding that
plaintiffs should be permitted to amend the complaint after
removal, and the majority’s conclusion that the district court
abused its discretion in denying plaintiffs leave to file the
second amended complaint. Judge Wallace would hold that
the district court, after properly limiting itself to considering
only the allegations in the first amended complaint, did not
err in concluding that plaintiffs failed to satisfy the
requirements of CAFA’s local controversy exception.


                         COUNSEL

Nicholas A. Boylan (argued), Law Office of Nicholas A.
Boylan, San Diego, California, for Plaintiffs-Appellants

Lawrence G. Scarborough (argued), Jessica R. Maziarz, and
Brian Cave LLP, Phoenix, Arizona; Kent F. Larsen and Katie
M. Weber, Smith Larsen & Wixom, Las Vegas, Nevada, for
Defendant-Appellee California Reconveyance Company.
4        BENKO V. QUALITY LOAN SERVICE CORP.

Kristin A. Schuler-Hintz (argued) and Melissa Robbins
Coutts, McCarthy & Holthus LLP, Las Vegas, Nevada, for
Defendant-Appellee Quality Loan Service Corporation.

Richard J. Reynolds (argued) and Fabio R. Cabezas, Burke,
Williams & Sorensen LLP, Santa Ana, California; Michael
Sullivan, Robison, Belaustegui, Sharp & Low, Reno, Nevada,
for Defendant-Appellee MTC Financial Inc.

Michael R. Brooks, I-Che Lai, and Arlene Casillas, Brooks
Bauer LLP, Las Vegas, Nevada, for Defendant-Appellee
Meridian Foreclosure Service

Gregory L. Wilde and Kevin S. Soderstrom, Tiffany & Bosco
P.A., Las Vegas, Nevada, for Defendant-Appellee National
Default Servicing Corporation.


                          OPINION

M. SMITH, Circuit Judge:

    In this diversity class action, Jeffrey Benko and several
others (collectively the Plaintiffs) sued the Defendant
companies, alleging that they engaged in illegal debt
collection practices in the course of carrying out non-judicial
foreclosures. The Plaintiffs initially filed the action in the
Eighth Judicial Court of the State of Nevada, but the
Defendants removed the action to federal district court under
the Class Action Fairness Act (CAFA), 28 U.S.C. §§ 1332(d),
1453, 1711. The district court held that it had jurisdiction
over the class action, but then dismissed the Plaintiffs’ claims
under Federal Rule of Civil Procedure 12(b)(6).
         BENKO V. QUALITY LOAN SERVICE CORP.                 5

    We reverse the district court, vacate the district court’s
judgment, and remand with instructions to the district court
to remand this case to the Eighth Judicial District Court of
Nevada for further proceedings. Because Meridian
Foreclosure Services (Meridian), a Nevada corporation, is a
“significant” defendant for purposes of CAFA’s local
controversy exception, 28 U.S.C. § 1332(d)(4)(A), we lack
jurisdiction over this action. The district court abused its
discretion in denying the Plaintiffs leave to amend their
complaint and erred in not considering the Plaintiffs’ Second
Amended Complaint (SAC) for purposes of analyzing
jurisdiction under CAFA.

  FACTUAL AND PROCEDURAL BACKGROUND

I. Factual Background

    The Plaintiff class members took out loans against
Nevada real properties, and later defaulted on those loans.
The Defendants, who served as trustees on the deeds of trust
that were foreclosed, are Quality Loan Services Corporation,
Appleton Properties, MTC Financial, Meridian, National
Default Servicing Corporation, and California Reconveyance
Company. Meridian is the only Defendant domiciled in
Nevada.

    To foreclose on real property secured debt by private sale,
the Defendants were required by Nevada law to send the
Plaintiffs a “Notice of Default and Election to Sell Under
Deed of Trust.” Among other things, the notices stated that
a “breach of obligations . . . has occurred” and made a
“demand for sale” as a result of the default.
6        BENKO V. QUALITY LOAN SERVICE CORP.

    In their SAC, the Plaintiffs alleged that, by virtue of
foreclosing on Nevada real property utilizing a private sale,
the Defendants engaged in “claim collection” under Nevada
Revised Statutes (NRS) Section 649. The Plaintiffs argue
that, since Nevada law requires that trustees be licensed, the
Defendants’ failure to register as “collection agencies,” as
defined in NRS Section 649.020, constituted a deceptive trade
practice. The Plaintiffs also claim that the Defendants
engaged in unjust enrichment, trespass, quiet title, and elder
abuse.

II. Prior Proceedings

    On December 19, 2011, the Plaintiffs filed this class
action in the Eighth Judicial District Court of the State of
Nevada. Shortly thereafter, Defendant Meridian removed the
action to federal district court under CAFA. On April 12,
2012, the Plaintiffs attempted to amend their First Amended
Complaint (FAC), adding information concerning the claims
asserted against Meridian, an in-state Defendant.

    The district court held that it had jurisdiction over the
class action, but ultimately dismissed the Plaintiffs’ FAC
under Rule 12(b)(6) for failure to state a claim. The court held
that the SAC did not alter the core allegations made in the
FAC and denied the Plaintiffs leave to amend, holding that
the amendments were futile.

    This appeal followed.

                         ANALYSIS

    In this case, we consider the circumstances under which
the CAFA “local controversy exception” requires remand to
         BENKO V. QUALITY LOAN SERVICE CORP.                   7

an originating state court. This is an issue that our circuit has
rarely confronted. See Mondragon v. Capital One Auto Fin.,
736 F.3d 880, 883 (9th Cir. 2013); Coleman v. Estes Exp.
Lines, Inc., 631 F.3d 1010, 1020 (9th Cir. 2011). Our sister
circuits, likewise, have considered this issue on only a few
occasions. See, e.g., Opelousas Gen. Hosp. Auth. v. FairPay
Solutions, Inc., 655 F.3d 358, 363 (5th Cir. 2011); Kaufman
v. Allstate New Jersey Ins. Co., 561 F.3d 144, 153 (3d Cir.
2009); Evans v. Walter Indus., Inc., 449 F.3d 1159, 1163
(11th Cir. 2006).

    As a threshold matter, CAFA applies to any class action
where the aggregate number of members of a proposed
plaintiff class is 100 or more. See Serrano v. 180 Connect,
Inc., 478 F.3d 1018, 1020 (9th Cir. 2007). CAFA also
requires the removing party to show that “(1) the aggregate
amount in controversy exceeds $5,000,000, and (2) any class
member is a citizen of a state different from any defendant.”
Id. at 1020–21.

    These three conditions are clearly met in the present case.
The alleged class includes all Nevada residents who were
purportedly subject to debt collection activities by the
Defendant companies, an aggregate number which is likely
in the thousands. Moreover, the claims alleged by the
Plaintiffs involve substantial monetary relief, which exceeds
the $5,000,000 requirement. For instance, the SAC states that
the claims made against Meridian are worth between
$5,000,000 and $8,000,000. Finally, there is diversity of
citizenship between class members, who are all Nevada
citizens, and the Defendants, only one of which is domiciled
in Nevada.
8        BENKO V. QUALITY LOAN SERVICE CORP.

    CAFA, however, requires that federal courts remand
removed CAFA cases to the originating state court when the
following three conditions are met:

       (I) “greater than two-thirds of the members of
       all proposed plaintiff classes in the aggregate
       are citizens of the State in which the action
       was originally filed”;

       (II) at least 1 defendant is a defendant–(aa)
       from whom significant relief is sought by
       members of the plaintiff class; (bb) whose
       alleged conduct forms a significant basis for
       the claims asserted by the proposed plaintiff
       class; and (cc) who is a citizen of the State in
       which the action was originally filed; and

       (III) principal injuries resulting from the
       alleged conduct or any related conduct of each
       defendant were incurred in the State in which
       the action was originally filed.

28 U.S.C. § 1332(d)(4)(A)(i).

    The plaintiff bears the burden of showing that this
provision, known as the “local controversy exception,”
applies to the facts of a given case. See Mondragon, 736 F.3d
at 883; Coleman, 631 F.3d at 1013; Serrano, 478 F.3d at
1024.

    We recognize that the “local controversy exception” is a
narrow one, particularly in light of the purposes of CAFA.
The Eleventh Circuit found, and we agree, that “CAFA’s
language favors federal jurisdiction over class actions, and
         BENKO V. QUALITY LOAN SERVICE CORP.                  9

CAFA’s legislative history suggests that Congress intended
the local controversy exception to be a narrow one.” Evans,
449 F.3d at 1163. Moreover, the Report issued by the Senate
Judiciary Committee in connection with the passage of CAFA
recognized, “that abuses are undermining the rights of both
plaintiffs and defendants. One key reason for these problems
is that most class actions are currently adjudicated in state
courts, where the governing rules are applied inconsistently
(frequently in a manner that contravenes basic fairness and
due process considerations) and where there is often
inadequate supervision over litigation procedures and
proposed settlements.” S. Rep. No. 109-14, 3, 2005 U.S.
Code Cong. & Admin. News 3, 5.

   A. Which Allegations Should be Considered?

     We begin our analysis by determining at what point in the
litigation the court should ascertain whether Meridian is
“significant” within the meaning of 28 U.S.C.
§ 1332(d)(4)(A)(i)(II). The Plaintiffs, who attempted to
amend their complaint after removal to federal court, contend
that we should focus on the allegations in their SAC. The
district court denied the Plaintiffs leave to amend the FAC
because it concluded that the amendments were futile. We
review the district court’s decision for an abuse of discretion.
See AE ex rel. Hernandez v. Cnty. of Tulare, 666 F.3d 631,
636 (9th Cir. 2012).

    The Defendants urge us to follow the reasoning in Sparta
Surgical Corporation v. NASD, where we concluded that
“jurisdiction must be analyzed on the basis of the pleadings
filed at the time of removal without reference to subsequent
amendments.” 159 F.3d 1209, 1213 (9th Cir. 1998). Under
Sparta Surgical Corporation, we would consider only the
10       BENKO V. QUALITY LOAN SERVICE CORP.

allegations in the FAC, which was the operative complaint at
the time the Defendants removed this class action to federal
court.

    We conclude that Sparta Surgical Corporation does not
apply in the present circumstances and that the district court
abused its discretion in denying the Plaintiffs leave to amend.
We, therefore, analyze Plaintiffs’ SAC to determine the
applicability of the local controversy exception. Where a
defendant removes a case to federal court under CAFA, and
the plaintiffs amend the complaint to explain the nature of the
action for purposes of our jurisdictional analysis, we may
consider the amended complaint to determine whether
remand to the state court is appropriate. Unlike the plaintiff
in Sparta Surgical Corporation, the Plaintiffs here did not
amend the FAC to eliminate a federal question so as to avoid
federal jurisdiction. Rather, the Plaintiffs amended the FAC
to elaborate on estimates of the percentage of total claims
asserted against Meridian, an in-state Defendant, and the
dollar value of those claims. The information added by the
Plaintiffs is directly related to CAFA’s local controversy
exception. Because no countervailing considerations—such
as undue delay, prejudice, bad faith, or futility—counseled
against amendment, the district court abused its discretion by
denying Plaintiffs leave to amend here. See Sonoma Cnty.
Ass'n of Retired Employees v. Sonoma Cnty., 708 F.3d 1109,
1117 (9th Cir. 2013) (“In general, a court should liberally
allow a party to amend its pleading.”); Bowles v. Reade,
198 F.3d 752, 758–59 (9th Cir. 1999).
         BENKO V. QUALITY LOAN SERVICE CORP.                11

     Our holding, that plaintiffs should be permitted to amend
a complaint after removal to clarify issues pertaining to
federal jurisdiction under CAFA, is necessary in light of
Coleman v. Estes Express Lines, Inc., 631 F.3d 1010 (9th Cir.
2011). Under Coleman, we may analyze only the allegations
in the complaint to determine whether plaintiffs seek
“significant relief” from an in-state defendant and whether
the in-state defendant’s “alleged conduct forms a significant
basis for the claims asserted.” Id. at 1015. As a result, there
is a possibility that a class action may be removed to federal
court, with a complaint originally drafted for state court. The
state court complaint, in turn, may not address CAFA-specific
issues, such as the local controversy exception. By amending
their complaint in these circumstances, plaintiffs can provide
a federal court with the information required to determine
whether a suit is within the court’s jurisdiction under CAFA.

   B. Local Controversy Exception

       1. Citizenship of Plaintiffs and Location of
          Alleged Injuries

    To qualify for the “local controversy exception,” the
Plaintiffs must first show that greater than two-thirds of the
proposed class members are Nevada citizens. 28 U.S.C.
§ 1332(d)(4)(A)(i)(I). That requirement is easily met here
because all the Plaintiffs are Nevada citizens. The Plaintiffs
must also demonstrate that the principal injuries they allege
occurred in the state of Nevada, 28 U.S.C.
§ 1332(d)(4)(A)(i)(III), a fact that the Defendants concede.
12       BENKO V. QUALITY LOAN SERVICE CORP.

        2. Significant Defendant Test

    We next consider whether Meridian’s conduct constitutes
“a significant basis” for the Plaintiffs’ claims and whether the
Plaintiffs seek “significant relief” from Meridian. 28 U.S.C.
§ 1332(d)(4)(A)(i)(II). When construing the meaning of a
statute, we begin with the language of that statute. The
Supreme Court has stated that “a legislature says in a statute
what it means and means in a statute what it says there.”
Connecticut Nat. Bank v. Germain, 503 U.S. 249, 253–54
(1992). If the statutory text is ambiguous, we employ other
tools, such as legislative history, to construe the meaning of
ambiguous terms. See United States v. Gonzales, 520 U.S. 1,
6 (1997).

    “When a word is not defined by statute, [the Supreme
Court] normally construe[s] it in accord with its ordinary or
natural meaning,” which can often be discerned by reference
to the dictionary definition of that word. Smith v. United
States, 508 U.S. 223, 228 (1993). Several dictionaries offer
complementary definitions of “significant,” with each
suggesting that the word essentially means “important” or
“characterized by a large amount or quantity.” For example,
Black’s Law Dictionary states that “significant” means “[o]f
special importance; momentous, as distinguished from
insignificant.” Black’s Law Dictionary (10th ed. 2014). The
American Heritage Dictionary defines the word as “having or
expressing meaning; meaningful,” “having or likely to have
a major effect; important,” and “fairly large in amount or
quantity.” American Heritage Dictionary 1619 (4th ed. 2000).
We assume that, in CAFA, the word “significant” is used
consistently and with the same meaning, as a modifier of
“basis for the claims” and “relief.” See Atl. Cleaners & Dyers
v. United States, 286 U.S. 427, 433 (1932) (“[T]here is a
         BENKO V. QUALITY LOAN SERVICE CORP.                  13

natural presumption that identical words used in different
parts of the same act are intended to have the same
meaning.”).

    To determine if the “basis for the claims” against
Meridian is important or fairly large in amount or quantity,
we compare the allegations against Meridian to the
allegations made against the other Defendants. CAFA
clarifies that we should look at a defendant’s “basis” in the
context of the overall “claims asserted.” 28 U.S.C.
§ 1332(d)(4)(A)(i)(II)(bb). This comparative approach is
consistent with the reasoning of the Third Circuit in Kaufman,
561 F.3d at 156 (“Whether [the significant basis] condition is
met requires a substantive analysis comparing the local
defendant’s alleged conduct to the alleged conduct of all the
Defendants.”). See also Opelousas, 655 F.3d at 363 (requiring
“more detailed allegations or extrinsic evidence detailing the
local defendant’s conduct in relation to the out-of-state
defendants”).

    Meridian is one of just six Defendants referred to in the
SAC. In terms of the overall class, the Plaintiffs allege that
“Meridian conducted illegal debt collection agency activities
with respect to thousands of files each year,” and that
Meridian’s activities constituted between 15 to 20% of the
total debt collection activities of all the Defendants. In Evans,
the Eleventh Circuit reasoned that the “significant basis”
provision was not satisfied because the plaintiffs had not
shown that “a significant number or percentage of putative
class members may have claims against [a local defendant].”
Evans, 449 F.3d at 1167. By contrast, Meridian foreclosed
between 15 to 20% of the homes of all Plaintiffs in the class.
Several Plaintiffs then have colorable claims against
Meridian.
14       BENKO V. QUALITY LOAN SERVICE CORP.

    To determine if the Plaintiffs claim “significant relief”
from Meridian, we look to the remedies requested by the
Plaintiffs in the SAC. See Coleman, 631 F.3d at 1020. The
Plaintiffs claim general damages of $10,000 from Meridian,
and punitive damages as a result of deceptive trade practices
and fraud. The Plaintiffs estimate that the total damages
recoverable from Meridian are between $5,000,000 and
$8,000,000. Meridian also concedes that the Plaintiffs seek
equitable relief, which would significantly increase the
overall value of the judgment against Meridian. Cf. id.
(“Further, the complaint seeks injunctive relief against [the
local defendant]. There is nothing in the complaint to suggest
either that the injunctive relief sought is itself insignificant,
or that [the local defendant] would be incapable of complying
with an injunction.”). The amounts sought are sufficient to
show that the Plaintiffs claim “significant relief” from a local
defendant.

    Our analysis is further buttressed by the Senate Judiciary
Committee’s findings pertaining to the “local controversy
exception.” The Committee Report stated that “[t]his
provision is intended to respond to concerns that class actions
with a truly local focus should not be moved to federal court
under this legislation because state courts have a strong
interest in adjudicating such disputes. . . . [A] federal court
should bear in mind that the purpose of each of these criteria
is to identify a truly local controversy–a controversy that
uniquely affects a particular locality to the exclusion of all
others.” S. Rep. No. 109-14, 39, 2005 U.S. Code Cong. &
Admin. News 3, 38.

    In this case, a class of exclusively Nevada Plaintiffs has
filed suit against six Defendants, one of which is Nevada
domiciled. The alleged misconduct took place exclusively in
         BENKO V. QUALITY LOAN SERVICE CORP.                 15

the state of Nevada. The one Nevada domiciled Defendant
was allegedly responsible for between 15–20% of the wrongs
alleged by the entire class. The Plaintiffs have met their
burden to show that this case qualifies for the “local
controversy exception.”

    We reverse the district court, vacate the district court’s
judgment, and remand with instructions to remand the case to
the Eighth Judicial District Court of the State of Nevada, for
further proceedings. See Oregon v. Legal Servs. Corp.,
552 F.3d 965, 969 (9th Cir. 2009).

   RE VE RS E D         AND       REMANDED             WI T H
INSTRUCTIONS



WALLACE, Circuit Judge, dissenting:

    I dissent from the majority’s holding in Part A that
“plaintiffs should be permitted to amend a complaint after
removal to clarify issues pertaining to federal jurisdiction
under CAFA.” Opinion p. 11. In considering whether
subsections (aa) and (bb) of CAFA’s local controversy
exception are satisfied, we should not depart from the bright-
line rule that “jurisdiction must be analyzed on the basis of
the pleadings filed at the time of removal without reference
to subsequent amendments.” Sparta Surgical Corp. v. NASD,
159 F.3d 1209, 1213 (9th Cir. 1998); see also Pullman Co. v.
Jenkins, 305 U.S. 534, 537 (1939). The majority errs in
carving out an inappropriate exception to that rule, based
solely on non-binding dicta from Coleman v. Estes Express
Lines, Inc., 631 F.3d 1010, 1020–21 (9th Cir. 2011), which
merely speculates that it “may” be wise, in the district court’s
16       BENKO V. QUALITY LOAN SERVICE CORP.

discretion, to “permit the plaintiff to file an amendment to the
complaint that addresses any relevant CAFA criteria.” The
majority’s rule departs from controlling precedent and will
frustrate Congress’s intent that the local controversy
exception be a narrow one, carefully drafted to ensure that it
does not become a jurisdictional loophole. See Senate Report
on CAFA, S. Rep. 109-14, at 39.

    I also dissent from the majority’s conclusion in Part B
that the district court abused its discretion in denying
Plaintiffs leave to file the SAC. The district court did not
abuse its discretion because its denial comports with the
bright-line jurisdictional rule stated above. Additionally, we
have consistently held that a district court does not abuse its
discretion under Fed. R. Civ. P. 15 by denying proposed post-
removal amendments that would destroy federal jurisdiction,
as the proposed SAC does here.

    Finally, even if the district court had abused its discretion
in denying leave to file the SAC (which it did not), the
majority should have remanded to the district court with
orders to grant Plaintiffs leave to amend, and then to
decide—in the first instance, once the SAC becomes
operative—whether the allegations in the SAC satisfy the
local controversy exception.

                               I.

    The majority errs in departing from the clear rule that
certain jurisdictional questions under CAFA are determined
based on the pleadings operative at the time of removal,
and are unaffected by later developments, including—
especially—artful amending of the complaint. See United
Steel, Paper & Forestry, Rubber, Mfg., Energy, Allied Indus.
          BENKO V. QUALITY LOAN SERVICE CORP.                  17

& Serv. Workers Int’l Union v. Shell Oil Co., 602 F.3d 1087,
1091–92 (9th Cir. 2010). I fully agree with the Seventh
Circuit’s observations that it is a “well-established general
rule . . . that jurisdiction is determined at the time of removal,
and nothing filed after removal affects jurisdiction,” and that
“removal cases present concerns about forum manipulation
that counsel against allowing a plaintiff’s post-removal
amendments to affect jurisdiction.” In re Burlington N. Santa
Fe Ry. Co., 606 F.3d 379, 380–81 (7th Cir. 2010). I also agree
with the Fifth Circuit’s maxim that “[a]llowing [plaintiffs] to
avoid federal jurisdiction through a post-removal amendment
would turn the policy underlying CAFA on its head.” Cedar
Lodge Plantation, LLC v. CSHV Fairway View I, LLC, 768
F.3d 425, 429 (5th Cir. 2014).

    In Doyle v. OneWest Bank, FSB, 764 F.3d 1097 (9th Cir.
2014), for example, our court concluded that the district court
erred by considering an amended complaint that was filed
post-removal to determine the citizenship of the plaintiff
class. Id. at 1098. We specifically held that “[f]or the purpose
of considering the applicability of the exceptions to CAFA
jurisdiction, the District Court should have determined the
citizenship of the proposed plaintiff class based on Doyle’s
complaint ‘as of the date the case became removable.’” Id.,
quoting Mondragon v. Capital One Auto Fin., 736 F.3d 880,
883 (9th Cir. 2013). This was not dicta, as relied on by the
majority, but a holding of our court which should govern this
appeal.

    Similarly, in United Steel, a putative class action was
properly removed under CAFA but, after removal, class
certification was denied. Our court held that remand to state
court was improper—despite the failure of class
certification—because “post-filing developments do not
18        BENKO V. QUALITY LOAN SERVICE CORP.

defeat [CAFA] jurisdiction if the jurisdiction was properly
invoked [based on the pleadings] at the time of filing.” United
Steel, 602 F.3d at 1091–92. This, too, was a prior holding of
our court.

     Nevertheless, the majority holds that district courts must
allow plaintiffs to amend after removal if their complaint, as
originally filed in state court, fails to address the “significant
basis” and “significant relief” elements of CAFA’s local
controversy exception. Opinion p. 11. Recognizing that
allowing such a post-removal amendment is a clear departure
from Sparta Surgical’s long-standing rule, the majority states
that its conclusion “is necessary in light of Coleman.”
Opinion p.11. Far from it. The passage the majority cites
from Coleman is pure dicta. And it must be rejected because
it conflicts with the Supreme Court’s rule in Pullman Co. as
well as this court’s holding in United Steel and other cases
cited above.

                               A.

    Determining whether the local controversy exception
applies should be a quick and simple process for district
courts. See Coleman, 631 F.3d at 1016 (“Congress was
particularly concerned that subject matter jurisdiction
determinations be made quickly under CAFA”). District
judges should simply look at the pleadings “as of the date the
case became removable,” Doyle, 764 F.3d at 1098, and
decide whether subsections (aa) and (bb) of the local
controversy exception are satisfied. This is because, as a
textual matter, CAFA’s local controversy exception applies
to the district court’s jurisdiction “over a class action.”
28 U.S.C. § 1332(d)(4)(A)(I). The term “class action,” in
turn, refers to the “civil action filed.” Id. § 1332(d)(1)(B)
         BENKO V. QUALITY LOAN SERVICE CORP.                19

(emphasis added). Thus, when Congress said that district
courts are to decline to entertain jurisdiction over certain
“class actions,” it meant that the “courts are to look at the
action when it was filed in order to determine whether the
conditions of abstention are present.” Cedar Lodge, 768 F.3d
at 428 (emphasis added); see also Doyle, 764 F.3d at 1098
(“For the purpose of considering the applicability of the
exceptions to CAFA jurisdiction, the District Court should”
look to the “complaint as of the date the case became
removable” (internal quotation marks omitted)). As a result,
if the district judge cannot discern whether the local
controversy conditions are present on the face of the
pleadings at the time of removal, the judge should conclude
that the plaintiffs have failed to carry their burden to show
that the local controversy exception applies. See Mondragon,
736 F.3d at 883.

     This procedure is compelled by the critical difference
between a federal court’s duty to find jurisdictional facts and
its duty to identify and assess jurisdictional allegations. As
Coleman explained, “some questions of subject matter
jurisdiction are questions of fact, the determination of which
may depend on evidence.” 631 F.3d at 1016 (listing, for
example, a defendant’s citizenship or the amount in
controversy). These jurisdictional facts, which exist
independent of the complaint, may require evidentiary
clarification if the pleadings themselves are insufficient.

    Other questions of subject matter jurisdiction, however,
including those at issue here, simply ask a court to identify
what the plaintiff has alleged, and then to assess whether
those allegations meet a jurisdictional standard. Id. (CAFA’s
“use of the words ‘sought’ and ‘alleged,’” in subsections (aa)
and (bb) indicates “that the district court is to look to the
20        BENKO V. QUALITY LOAN SERVICE CORP.

complaint rather than to extrinsic evidence”). Identifying
what a plaintiff has alleged requires no clarification: the
complaint says what it says. For this reason, having a fixed
point in time at which we assess the pleadings is essential.
The Supreme Court has so recognized. See Pullman Co.,
305 U.S. at 537 (A post-removal “second amended complaint
should not have been considered in determining the right to
remove, which . . . was to be determined according to the
plaintiffs’ pleading at the time of the petition for removal”).
If we allow plaintiffs to amend these particular jurisdictional
allegations post-removal, we are permitting them not merely
to “clarify” the existing jurisdictional nature of the suit, but
rather to shift the very ground upon which we make our
jurisdictional determination. This is why post-removal
amendments with respect to subsections (aa) and (bb) are
tantamount to post-filing developments that we uniformly
consider irrelevant to our jurisdictional determination. See,
e.g., United Steel, 602 F.3d at 1091.

    We generally refuse to consider post-removal
amendments in analyzing our jurisdiction because doing so
would invite plaintiffs to plead artfully, after the fact, what is
necessary to defeat federal jurisdiction. See In re Burlington,
606 F.3d at 381 (“[R]emoval cases present concerns about
forum manipulation that counsel against allowing a plaintiff’s
post-removal amendments to affect jurisdiction”). The
present case demonstrates the very potential for manipulation
that our rule in Sparta Surgical seeks to prevent.

    Because applicability of the local controversy exception
depends on a vague definition of the local defendant’s
“significance,” and because “significant relief” and
“significant basis” can be shown through subjective
estimates, plaintiffs have every incentive to “estimate” in a
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post-removal amendment as much as necessary to defeat
CAFA jurisdiction. Indeed, Plaintiffs here sought to amend
their complaint after removal to “elaborate on estimates of the
percentage of total claims asserted against” the local
defendant. Opinion p. 10. Predictably, this post-filing
amendment resulted, in the majority’s view, in Plaintiffs
successfully defeating CAFA jurisdiction, which was
properly invoked based on the operative complaint at the time
of removal. This manufactured result is clearly at odds with
Sparta Surgical and its underlying principles.

                              B.

    The concern the majority shares with Coleman’s dicta, of
course, is that it may appear unfair to hold plaintiffs to their
pleadings at the time of removal since their “state court
complaint . . . may not address CAFA-specific issues, such as
the local controversy exception.” Opinion p. 11. But that
concern is unfounded, and in any event cannot overcome
CAFA’s text or our jurisdictional rules. Congress chose
language clearly indicating that judges are to look at the
action as filed—in state court—when making CAFA’s
jurisdictional determinations at the time of removal. See
supra Part I.A. Our cases consistently follow this principle.
In Doyle, for example, we adhered to CAFA’s textual
directive that we determine the parties’ citizenship “as of the
date of the filing of the complaint or amended complaint.”
764 F.3d at 1098. Even in Coleman our court recognized that
“under long-established law,” in a related jurisdictional
context, “the district court looks to the ‘well-pleaded
complaint,’ rather than to any subsequent pleading or
evidence, in determining whether there is federal question
subject matter jurisdiction.” Coleman, 631 F.3d at 1016
(emphasis added).
22        BENKO V. QUALITY LOAN SERVICE CORP.

    It should not surprise informed plaintiffs, therefore, when
we similarly require them to carry their burden to satisfy the
“significant relief” and “significant basis” elements of the
local controversy exception based upon their pleadings at the
time of removal, without regard to “any subsequent
pleading.” Id. If plaintiffs fail to carry that burden, it is no
excuse that their “putative class action in state court need[ed]
satisfy only the pleading standards of that court.” Coleman,
631 F.3d at 1020. Perhaps if state pleading standards
somehow prevented plaintiffs from pleading the necessary
facts, a narrow exception might be warranted. But the
majority fails to cite a single example of a state court
pleading standard that would somehow preclude a plaintiff
from clearly alleging in their state-filed complaint that at least
one locally domiciled defendant is one “from whom
significant relief is sought” and “whose alleged conduct
forms a significant basis” for the plaintiffs’ claims. 28 U.S.C.
§ 1332(d)(4)(B)(II)(aa), (bb).

     Accordingly, class action plaintiffs and their attorneys
who are making CAFA-eligible claims in state court should
be held to understand that CAFA removal is always a
possibility, and that if they wish to remain in state court, they
must plead accordingly. If unsavvy plaintiffs or careless
lawyers are caught unawares, that is unfortunate. But such
lack of foresight does not justify our departure from the
bright-line rule in Sparta Surgical. Having bright-line rules
on jurisdictional matters permits attorneys to know in
advance what action they should take. Federal courts, and
litigants who appear before us, are better served by our
adherence to bright-line jurisdictional rules, rather than our
making excuses for those who have failed to follow our
procedural mandates.
         BENKO V. QUALITY LOAN SERVICE CORP.                 23

    In sum, jurisdictional determinations that depend
exclusively on allegations in the complaint should be
determined based on the pleadings operative at the time of
removal. Sparta Surgical, 159 F.3d at 1213. CAFA contains
no indication that Congress wanted us to deviate from this
long-standing rule. In fact, the majority’s departure from this
bright-line rule defeats CAFA’s purpose by converting the
ostensibly narrow local controversy exception into a tool for
plaintiffs to plead out of the very jurisdiction Congress
intended CAFA to bestow. Moreover, it will embroil future
courts in making fundamentally artificial determinations
about whether any particular post-removal amendment is
simply “clarifying” or is rather “manipulating.” Finally, the
majority’s departure is in no way “necessary in light of
Coleman,” because the relevant passage from Coleman is
pure dicta. I therefore dissent from the majority’s holding in
Part A.

                              II.

                              A.

    I also dissent from the majority’s conclusion that the
district court abused its discretion in denying Plaintiffs leave
to file the SAC. Rule 15 of the Federal Rules of Civil
Procedure says that leave to amend “shall be given when
justice so requires,’” so we accordingly review a denial of
leave to amend “strictly in light of the strong policy
permitting amendment.” Bowles v. Reade, 198 F.3d 752, 757
(9th Cir. 1999). The majority interprets that “strict” standard
as requiring leave to amend unless “countervailing
considerations—such as undue delay, prejudice, bad faith, or
futility—counsel[] against amendment.” Opinion p. 10. But
even under that standard, the proposed amendments in the
24       BENKO V. QUALITY LOAN SERVICE CORP.

SAC would be “futile” if our case law forbade courts from
considering them. Such is the case here.

    Our consideration of post-removal amendments is a
narrow one-way street in favor of those that support rather
than avoid federal jurisdiction. For example, on rare
occasions we have considered post-removal amendments that
“solidify” federal jurisdiction, even though removal appeared
improper under the operative complaint at the time of
removal. See Chabner v. United of Omaha Life Ins. Co.,
225 F.3d 1042, 1046 n.3 (9th Cir. 2000); Retail Prop. Trust
v. United Bhd. of Carpenters & Joiners of Am., 768 F.3d 938,
949 (9th Cir. 2014). But in doing so, we explained that we
would be unwilling to consider a post-removal amendment
that sought to destroy rather than to “solidify” federal
jurisdiction. Chabner, 225 F.3d at 1046 n.3, quoting Sparta
Surgical, 159 F.3d at 1213. In light of this precedent, the
district court did not abuse its discretion in denying leave to
file the proposed SAC. Plaintiffs’ proposed amendments
would have been futile because we do not consider post-
removal amendments that “would destroy federal jurisdiction
after the case has been properly removed.” Chabner, 225 F.3d
at 1046 n.3.

    The majority apparently would not apply this principle
here, however, because it believes “Plaintiffs . . . did not
amend the FAC . . . so as to avoid federal jurisdiction.”
Opinion p. 10. I disagree—that is exactly what Plaintiffs
attempted to do. They sought to amend their complaint to
“elaborate on estimates of the percentage of total claims
asserted against Meridian . . . and the dollar value of those
claims,” Opinion p. 10. The clear purpose of those
amendments was to add new allegations that would satisfy
the local controversy exception and thereby foreclose federal
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jurisdiction under CAFA. Indeed, according to the majority,
Plaintiffs’ amendments accomplished that very intended
result. Under these circumstances the district court did not
abuse its discretion in denying leave to amend.

                               B.

    The above reasoning seems clear to me. But even if the
district court had abused its discretion in denying Plaintiffs
leave to file the SAC, the proper course would be for us to
remand to the district court, rather than to analyze the SAC’s
allegations in the first instance.

    As an initial matter, although Plaintiffs moved to amend
their FAC on April 12, 2012, the district court denied that
motion in all material respects in its omnibus order dated
January 2, 2013. Thus, the proposed SAC was not operative,
and indeed never became operative. This fact is a problem for
the majority’s analysis in Part B because Coleman requires
federal courts “to look to the complaint rather than to
extrinsic evidence” in resolving whether a significant local
defendant exists. Coleman, 631 F.3d at 1016. The
“complaint” referenced in Coleman clearly refers to an
operative complaint, not to a proposed one, like the SAC. As
a result, until it is properly filed with the district court, the
SAC is evidence extrinsic to the operative FAC, which cannot
be considered in analyzing subsections (aa) and (bb) of the
local controversy exception. Id.

    If the majority believes the district court’s denial was an
abuse of discretion, it should not decide whether extrinsic
evidence in the proposed SAC satisfies the local controversy
exception in the first instance on appeal. Rather, it should
remand for the district court to to address that question in the
26       BENKO V. QUALITY LOAN SERVICE CORP.

first instance, once its alleged error has been corrected.
Zivotofsky ex rel. Zivotofsky v. Clinton, 132 S. Ct. 1421, 1430
(2012) (“[W]hen we reverse on a threshold question, we
typically remand for resolution of any claims the lower
courts’ error prevented them from addressing.”).

                              III.

    In my view, the district court correctly considered only
the allegations in the operative complaint at the time of
removal—without regard to subsequent attempted
amendments—in analyzing whether Plaintiffs met their
burden under subsections (aa) and (bb) of the local
controversy exception. See Sparta Surgical, 159 F.3d at 1213.
For this reason alone, I would hold that the district court did
not abuse its discretion in denying leave to amend.
Alternatively, however, I would hold that district court did
not abuse its discretion because Plaintiffs’ proposed
amendments would have been futile, since we are not
permitted to consider those that would have eliminated
federal jurisdiction. See Chabner, 225 F.3d at 1046 n.3.

    I would hold that the district court, after properly limiting
itself to considering only the allegations in the FAC, did not
err in concluding that Plaintiffs failed to satisfy the
requirements of CAFA’s local controversy exception. I
therefore dissent.
