                               NOT FOR PUBLICATION                          FILED
                        UNITED STATES COURT OF APPEALS                      OCT 26 2015
                                                                         MOLLY C. DWYER, CLERK
                                                                          U.S. COURT OF APPEALS
                               FOR THE NINTH CIRCUIT


    MILILANI GROUP, INC.,                            No. 13-16447

                Plaintiff - Appellant,               D.C. No. 2:12-cv-00891-JAM-
                                                     CKD
      v.

    O'REILLY AUTOMOTIVE, INC.; CSK                   MEMORANDUM*
    AUTO, INC.,

                Defendants - Appellees.

                       Appeal from the United States District Court
                           for the Eastern District of California
                        John A. Mendez, District Judge, Presiding

                               Submitted October 22, 2015**
                                 San Francisco, California

Before: PAEZ, MURGUIA, and HURWITZ, Circuit Judges.

           Mililani Group, Inc. (“Mililani”) appeals from the district court’s dismissal

with prejudice of its Second Amended Complaint against O’Reilly Automotive, Inc.




*
      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).
(“O’Reilly”). Mililani also challenges the district court’s entry of final judgment

pursuant to Federal Rule of Civil Procedure 54(b). We affirm.

      1.     A district court may enter final judgment as to some, but not all, of the

parties in multi-party litigation if it “expressly determines that there is no just reason

for delay.” Fed. R. Civ. P. 54(b). The judgment here is final as to O’Reilly

because all claims against that party were dismissed with prejudice. The district

court’s determination that the claims against the remaining party, O’Reilly

subsidiary CSK Auto, Inc. (“CSK”), were separable from the dismissed claims

against O’Reilly was not “clearly unreasonable.” AmerisourceBergen Corp. v.

Dialysist W., Inc., 465 F.3d 946, 954 (9th Cir. 2006). The court therefore did not

abuse its discretion in entering a final judgment.

      2.     Mililani’s claims against O’Reilly relied on the theory that CSK was

the alter ego of O’Reilly. Under California law, alter ego liability can be imposed

only if there was both a “unity of interest” between O’Reilly and CSK and if not

holding O’Reilly liable would be an “inequitable result.” Sonora Diamond Corp.

v. Superior Court, 83 Cal. App. 4th 523, 538 (Ct. App. 2000). Mililani did not

allege facts satisfying the second requirement. Other than a conclusory allegation,

no factual assertions in the Second Amended Complaint indicate that limiting

Mililani to recovery from CSK will lead to an inequitable result.




                                            2
      3.     Although Mililani did not seek leave to amend its Second Amended

Complaint in response to O’Reilly’s motion to dismiss for failure to state a claim, it

argues for the first time on appeal that the district court should have nonetheless

granted such leave. But “[w]here a party does not ask the district court for leave to

amend, the request on appeal to remand with instructions to permit amendment

comes too late.” Alaska v. United States, 201 F.3d 1154, 1163–64 (9th Cir. 2000)

(internal quotation marks and alterations omitted). Moreover, notwithstanding the

directive in Federal Rule of Civil Procedure 15(a)(2) to “freely give leave when

justice so requires,” a district court’s discretion to deny leave to amend is

“particularly broad when it has previously given leave to amend.” Gonzalez v.

Planned Parenthood of Los Angeles, 759 F.3d 1112, 1116 (9th Cir. 2014) (internal

quotation marks omitted). Mililani failed to state a claim against O’Reilly in three

pleadings, even after the district court identified the deficiencies in the First

Amended Complaint and granted leave to amend to allow Mililani to remedy them.

The district court did not abuse its discretion in declining sua sponte to grant leave

to amend the Second Amended Complaint.

      AFFIRMED.




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