                 United States Court of Appeals
                            For the Eighth Circuit
                        ___________________________

                                No. 13-1293
                        ___________________________

                                  Gabriel L. Word

                       lllllllllllllllllllll Plaintiff - Appellant

                                           v.

  Missouri Department of Corrections; C.O. II Bradley Smith; C.O. I J. Lafferty;
                               C.O. I S. White

                     lllllllllllllllllllll Defendants - Appellees
                                      ____________

                     Appeal from United States District Court
                for the Western District of Missouri - Springfield
                                 ____________

                         Submitted: November 15, 2013
                           Filed: November 20, 2013
                                 [Unpublished]
                                 ____________

Before BYE, MELLOY, and GRUENDER, Circuit Judges.
                           ____________

PER CURIAM.

      Missouri inmate Gabriel Word appeals the dismissal of his 42 U.S.C. § 1983
action for damages. Upon careful review, we affirm except as to the claim against
one defendant.
       Word alleged in his pro se complaint, as amended, that correctional officers
J. Lafferty and S. White failed to intervene when Word’s cell mate attacked him, and
Lafferty restrained Word’s hands such that he could not defend himself. Word
alleged that correctional officer Bradley Smith was the supervisor on duty at the time
of the incident, and that the Missouri Department of Corrections (MDOC) violated
internal policy by assigning Word and his cell mate to the same cell.

       We hold that the district court properly dismissed Word’s claims against
MDOC, see Murphy v. Arkansas, 127 F.3d 750, 754 (8th Cir. 1997) (Eleventh
Amendment bars § 1983 claims against State and its agencies); and against Smith,
absent any allegation that he had actual knowledge of his subordinates’ actions and
failed to take remedial steps, see Pool v. Mo. Dep’t of Corr. & Human Res., 883 F.2d
640, 645 (8th Cir. 1989) (requirements for supervisor liability under § 1983). We
find no abuse of discretion in the dismissal without prejudice of the claim against
White, who was not served, see Carmona v. Ross, 376 F.3d 829, 830 (8th Cir. 2004)
(per curiam); or in the denial of leave to file a second amended complaint (proffered
in August 2011), which added defendants and unrelated causes of action, see Popoalii
v. Corr. Med. Servs., 512 F.3d 488, 497-98 (8th Cir. 2008).

       We conclude, however, that the district court abused its discretion by implicitly
denying Word’s May 2012 request to amend his complaint to reflect that Lafferty was
sued in his personal capacity. See Fed. R. Civ. P. 15(a)(2) (court should freely grant
leave to amend when justice so requires); Kozohorsky v. Harmon, 332 F.3d 1141,
1143-44 (8th Cir. 2003) (court abused its discretion by denying amendment that
would have cured pleading defect in otherwise valid § 1983 complaint). Leave to
amend should be granted unless there is good reason for denial, see Foman v. Davis,
371 U.S. 178, 182 (1962); Popoalii, 512 F.3d at 497, and no such reason is apparent
here. We note that Word otherwise sufficiently pleaded a failure-to-protect claim, see
Farmer v. Brennan, 511 U.S. 825, 837, 847 (1994) (elements of claim); that the
failure to plead capacity was the sole basis for Lafferty’s successful motion to

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dismiss; and that this request to amend (included in Word’s opposition to the
dismissal motion) occurred less than three months after counsel entered an
appearance on Lafferty’s behalf, and before any discovery or summary judgment
deadlines had been set, see Bell v. Allstate Life Ins. Co., 160 F.3d 452, 454 (8th Cir.
1998) (delay alone is insufficient reason for denying leave to amend; prejudice to
nonmovant must also be shown).

      Accordingly, the dismissal of the claim against Lafferty is reversed and the
claim is remanded for further proceedings, in which Word should be granted leave
to amend to specify that Lafferty is sued in his personal capacity. The judgment is
affirmed in all other respects.
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