                                          PRECEDENTIAL

         UNITED STATES COURT OF APPEALS
              FOR THE THIRD CIRCUIT
                   ___________

                        No. 11-4206
                        ___________

                 PATRICK S. CONNELLY,
                                  Appellant
                           v.

        THE STEEL VALLEY SCHOOL DISTRICT
                    __________

      On Appeal from the United States District Court
         for the Western District of Pennsylvania
                  (D.C. No. 11-cv-00851)
       District Judge: Honorable Gary L. Lancaster
                       ___________

                Argued October 24, 2012
      Before: HARDIMAN, GREENAWAY, JR., and
               VANASKIE, Circuit Judges.

                  (Filed: January 24, 2013)

Samuel J. Cordes [Argued]
Christine T. Elzer
Samuel J. Cordes & Associates
245 Fort Pitt Boulevard
Pittsburgh, PA 15222-0000
      Attorneys for Plaintiff-Appellant
William C. Andrews
Anthony G. Sanchez [Argued]
Amie A. Thompson
Andrews & Price
1500 Ardmore Boulevard
Suite 506
Pittsburgh, PA 15221-0000
      Attorneys for Defendant-Appellee

                         ____________

                OPINION OF THE COURT
                     ____________

HARDIMAN, Circuit Judge.

       The question    presented by this appeal is whether a
Pennsylvania public    school district violates the Constitution
when it sets teacher   salaries based, in part, on prior in-state
teaching experience.   We hold it does not.

                                I

        In September 2006, the Steel Valley School District
hired Patrick Connelly as a sixth grade teacher. Steel Valley
pays its teachers pursuant to a salary scale based on their
education and years of experience. At the time he was hired,
Connelly had nine years of teaching experience—all in
Maryland.      Because Connelly acquired his teaching
experience outside Pennsylvania, however, Steel Valley
credited him with only one year. Other new teachers with
like experience acquired within Pennsylvania (but not at Steel




                                2
Valley) received at least partial credit for each year they had
taught.

       Because Steel Valley gave Connelly only one year of
credit, his initial annual salary was $38,023, which was
substantially less than the $49,476 Connelly alleged he would
have received had Steel Valley given him full credit for his
experience.     As time passed, Connelly‘s initial salary
determination continued to adversely affect his pay. During
the 2010–11 academic year, Connelly‘s salary was
approximately $22,000 less than it would have been had he
received full credit in 2006.

       In June 2011, Connelly filed a complaint in the United
States District Court for the Western District of Pennsylvania
asserting two Fourteenth Amendment claims pursuant to 42
U.S.C. § 1983. Specifically, Connelly argued that Steel
Valley‘s failure to fully credit his out-of-state teaching
experience violated his right to interstate travel under the
Privileges and Immunities Clause and denied him equal
protection of the law. The District Court granted Steel
Valley‘s motion to dismiss pursuant to Rule 12(b)(6) of the
Federal Rules of Civil Procedure, holding that Connelly ―does
not state a cognizable Fourteenth Amendment claim because
the classification alleged is based on location of teaching
experience, not residency.‖ Connelly v. Steel Valley Sch.
Dist., No. 11-851, 2011 WL 5024415, at *2 (W.D. Pa. Oct.
20, 2011). The Court dismissed Connelly‘s complaint with
prejudice, holding that any amendment would be futile. Id. at
*8. This appeal followed.



                              II




                              3
       The District Court had subject matter jurisdiction over
this case pursuant to 28 U.S.C. §§ 1331 and 1343. We have
appellate jurisdiction under 28 U.S.C. § 1291.

        We exercise plenary review over the grant of a motion
to dismiss. Fowler v. UPMC Shadyside, 578 F.3d 203, 206
(3d Cir. 2009). To survive a motion to dismiss, the plaintiff
must provide ―more than labels and conclusions, and a
formulaic recitation of the elements of a cause of action will
not do.‖ Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555
(2007) (citation omitted). The plaintiff must allege ―enough
facts to state a claim to relief that is plausible on its face.‖ Id.
at 570. This standard requires the plaintiff to show ―more
than a sheer possibility that a defendant has acted
unlawfully.‖ Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009)
(citing Twombly, 550 U.S. at 556).

        Twombly and Iqbal require us to take the following
three steps to determine the sufficiency of a complaint:

       First, the court must take note of the elements a
       plaintiff must plead to state a claim. Second,
       the court should identify allegations that,
       because they are no more than conclusions, are
       not entitled to the assumption of truth. Finally,
       where there are well-pleaded factual allegations,
       a court should assume their veracity and then
       determine whether they plausibly give rise to an
       entitlement for relief.

Burtch v. Milberg Factors, Inc., 662 F.3d 212, 221 (3d Cir.
2011) (quoting Santiago v. Warminster Twp., 629 F.3d 121,
130 (3d Cir. 2010)) (alterations and internal quotation marks
omitted).




                                 4
                               III

       Connelly claims Steel Valley‘s salary scale impaired
his right to travel interstate in violation of the Privileges and
Immunities Clause of Article IV (as incorporated through the
Fourteenth Amendment) and the Equal Protection Clause.
We review both of Connelly‘s claims under the same standard
because ―the right to interstate travel finds its ‗most forceful
expression in the context of equal protection analysis.‘‖
Schumacher v. Nix, 965 F.2d 1262, 1266 (3d Cir. 1992)
(quoting Zobel v. Williams, 457 U.S. 55, 67 (1982) (Brennan,
J., concurring)).

                               A

        We begin by considering which equal protection
standard governs our review of Steel Valley‘s pay scale. The
parties vigorously dispute this point because the standard of
review (i.e., rational basis review or strict scrutiny) is often
outcome determinative. See Laurence H. Tribe, American
Constitutional Law §16-30, at 1089 (1st ed. 1978) (noting
strict scrutiny is a ―virtual death-blow‖); Laurence H. Tribe,
American Constitutional Law §16-2, at 1442–43 (2d ed.
1988) (―The traditional deference both to legislative purpose
and to legislative selections among means continues . . . to
make the rationality requirement largely equivalent to a
strong presumption of constitutionality.‖). As Connelly
correctly notes, Steel Valley set his salary based on a
classification that paid those with in-state teaching experience
more than those with out-of-state experience. He argues that
because this classification ―serves to penalize the exercise of
his right to migrate,‖ it should be subject to strict scrutiny.
Steel Valley counters that rational basis review applies.




                               5
        The state‘s creation of a classification is not ―per se
unconstitutional or automatically subject to heightened
judicial scrutiny.‖ Maldonado v. Houstoun, 157 F.3d 179,
184 (3d Cir. 1998). If a ―classification ‗neither burdens a
fundamental right nor targets a suspect class, we will uphold
it so long as it bears a rational relation to some legitimate
end.‘‖ Id. (quoting Vacco v. Quill, 521 U.S. 793, 799 (1997))
(alteration omitted). However, ―a classification that trammels
fundamental personal rights or is drawn upon inherently
suspect distinctions such as race, religion, or alienage . . .
must meet the strict scrutiny standard, under which a law
must be narrowly tailored to further a compelling government
interest.‖ Schumacher, 965 F.2d at 1266 (citation, alteration,
and internal quotation marks omitted).

        Connelly does not argue that Steel Valley‘s
classification affects a suspect class, so strict scrutiny will
apply only if it burdens a fundamental right. The right to
interstate travel has been recognized as fundamental by the
Supreme Court. Shapiro v. Thompson, 394 U.S. 618, 630,
638 (1969), overruled in part on other grounds by Edelman v.
Jordan, 415 U.S. 651 (1974). The Court has also noted that
the right to travel has at least three components: (1) ―the right
of a citizen of one State to enter and to leave another State‖;
(2) ―the right to be treated as a welcome visitor rather than an
unfriendly alien when temporarily present in the second
State‖; and (3) ―for those travelers who elect to become
permanent residents, the right to be treated like other citizens
of that State.‖ Saenz v. Roe, 526 U.S. 489, 500 (1999). The
parties agree that Connelly‘s claim implicates only the third
Saenz component. Therefore, we must determine whether
Steel Valley‘s experience-based classification penalized
Connelly‘s fundamental right to be treated like other




                               6
Pennsylvania citizens. See Att’y Gen. of N.Y. v. Soto-Lopez,
476 U.S. 898, 903 (1986) (―A state law implicates the right
travel when . . . it uses ‗any classification which serves to
penalize the exercise of that right.‘‖ (quoting Dunn v.
Blumstein, 405 U.S. 330, 340 (1972))).

        In this regard, we have recognized that strict scrutiny
applies only when the state creates ―‗distinctions between
newcomers and longer term residents.‘‖ Schumacher, 965
F.2d at 1267 (quoting Zobel, 457 U.S. at 60 n.6); see also
Maldonado, 157 F.3d at 181–82, 190 (finding Pennsylvania
law limiting amount of welfare benefits a family could
receive during its first twelve months in the state triggered
strict scrutiny). In other words, strict scrutiny applies when
the state conditions the receipt of certain government benefits
on the duration of the recipient‘s residence in the state. See
Schumacher, 965 F.2d at 1267 (analyzing the history of the
Supreme Court‘s treatment of residency-based distinctions).
As the District Court correctly noted, in a line of cases
implicating the fundamental right to travel from Shapiro v.
Thompson, to Saenz v. Roe, the Supreme Court has applied
strict scrutiny only to durational residency requirements. See
Saenz, 526 U.S. at 492–93, 504 (state law limiting Temporary
Assistance for Needy Families funds for new residents);
Mem’l Hosp. v. Maricopa Cnty., 415 U.S. 250, 252, 261–62
(1974) (state law requiring indigents to have resided in county
for previous twelve months before receiving non-emergency
medical care); Dunn, 405 U.S. at 334–35 (one-year waiting
period to vote); Shapiro, 394 U.S. at 629 (one-year waiting
period to receive welfare benefits).

       When the receipt of a government benefit is
conditioned on factors other than duration of residency, we
apply rational basis review to determine whether the right to




                              7
travel has been unconstitutionally burdened. In Schumacher,
we considered a Pennsylvania bar admission rule that
prevented graduates of unaccredited law schools from sitting
for the Pennsylvania bar exam unless: they were members of
the bar of a state with a reciprocal bar admission policy, were
in good standing with that bar, and had practiced law in the
state for more than five years. 965 F.2d at 1264, 1268. We
applied the rational basis standard because the Pennsylvania
bar rule ―neither condition[ed] the receipt of in-state benefits
on residency nor classifie[d] applicants on the basis of
residency.‖ Id. at 1267. We noted that the bar rule was
unlike the classifications at issue in the Shapiro line of cases
which, ―without exception, involved challenges to state laws
that create distinctions between newcomers and longer term
residents.‖     Id. (citation and internal quotation marks
omitted).

        As the District Court correctly noted, Steel Valley‘s
classification is based on the location of teaching experience,
not duration of residency. Thus, Connelly is being treated no
differently than lifelong residents of Pennsylvania. He does
not allege that residents of Pennsylvania who taught out of
state for nine years prior to working at Steel Valley are given
more credit than was he for their comparable out-of-state
teaching experience. Nor does Connelly sufficiently rebut
Steel Valley‘s argument that a teacher who resides in
Pennsylvania but teaches in a neighboring state would be
subject to the same classification as Connelly, should that
teacher later decide to seek employment with Steel Valley.

        A simple example illustrates the problem with
Connelly‘s argument. Consider a teacher who, for his whole
life, has lived in Gettysburg, Pennsylvania, but spent the first
decade of his teaching career working at a public school in




                               8
Frederick, Maryland. If that teacher were to leave the
Frederick school and take a position with Steel Valley, he
presumably would receive the same credit for his Maryland
teaching experience that Connelly received. Thus, only the
teacher‘s lack of Pennsylvania teaching experience—not his
residency—would adversely affect his starting pay. For that
reason, Steel Valley‘s classification creates no substantial
burden on the right to travel.

        This is not to deny that Steel Valley‘s classification
creates some incidental burden on interstate travel. Teachers
who reside outside of Pennsylvania and who have years of
teaching experience in their home states may elect not to
move to Pennsylvania because they might not receive full
credit for their teaching experience. As we noted in
Schumacher, however, a mere ―impediment to plaintiffs‘
freedom of movement‖ which has ―some deterrent effect on
nonresident[s] . . . who wish to migrate to Pennsylvania‖ is
not enough to give rise to strict scrutiny. 965 F.2d at 1267;
see also id. (―[T]he Constitution does not guarantee that
citizens of State A may move to State B and enjoy the same
privileges they did as citizens of State A, only that citizens of
State A may move to State B and be treated on similar terms
as the citizens of State B.‖). Because Steel Valley‘s salary
classification treats citizens differently based only on their
teaching experience irrespective of their residency, strict
scrutiny does not apply.1

       1
          Connelly also argues that strict scrutiny applies
because he has a fundamental right not to be subject to a
classification that discriminates between teaching experience
in Maryland versus Pennsylvania. This is an incorrect
statement of the law. In Saenz, the Court explained that the




                               9
        Finally, Connelly urges us to follow Erisman v.
Chartiers Valley School District, Civ. No. 00-1102 (W.D. Pa.
Sept. 17, 2001), which supports his argument that we should
apply strict scrutiny to Steel Valley‘s experience-based salary
classification. The facts of Erisman and this case are
remarkably similar. There, a teacher with twenty-two years
of experience in Maryland was hired by a Pennsylvania
school district that denied her nine steps of salary scale credit.
Erisman, slip op. at 1. The magistrate judge reasoned that the
classification was subject to strict scrutiny because ―[t]he
policy would clearly cause greater injury to those who reside
out of state and who intend to make Pennsylvania their new
place of residence.‖ Id. at 8. Therefore, he found that ―the
practical effect of the district‘s policy is to impose a
substantial burden on interstate migration.‖ Id. We decline
Connelly‘s invitation to follow Erisman because we are
convinced that it was wrongly decided.

       The relevant distinction when evaluating a claim
asserting a violation of the fundamental right to travel is
between long-term and short-term residents, not current
residents and prospective residents. See Schumacher, 965
F.2d at 1267. Indeed, the court in Erisman recognized that
new Pennsylvania residents were treated the same as longer
term residents under the school‘s policy. See Erisman, slip


―right to travel embraces the citizen‘s right to be treated
equally in her new State of residence.‖ 526 U.S. at 505. The
Supreme Court has never found that a classification based
solely on the location of work experience is sufficient to
trigger strict scrutiny without a showing of disparate
treatment between new and old residents.




                               10
op. at 8–9 (noting that longer term Pennsylvania teachers‘
right to interstate travel ―is just as surely impaired by this
policy as is the citizen of another State selecting to come to
Pennsylvania for the first time‖). The right to travel simply is
not implicated when there is no discrimination based on the
duration of one‘s residency.2

       In sum, because Connelly‘s allegations cannot support
an inference that Steel Valley penalized him for exercising his
right to interstate travel, its salary classification does not
implicate a fundamental right. See Soto-Lopez, 476 U.S. at
903. Therefore, Steel Valley‘s decision to provide Connelly
with less than full credit for out-of-state teaching experience
is subject to rational basis review.

                                B



       2
         Connelly also relies on Hammond v. Illinois State
Board of Education, 624 F. Supp. 1151 (S.D. Ill. 1986).
Hammond is inapplicable here because the court limited its
analysis of an in-state teaching requirement for school
superintendent candidates to whether the policy was
rationally related to a legitimate state interest and avoided a
discussion of the plaintiff‘s right to travel argument. See id.
at 1155. Moreover, the court indicated in dicta that the
teaching requirement did not implicate the plaintiff‘s right to
travel because it ―treats both Illinois and non-Illinois residents
equal; both must have prior Illinois teaching experience.‖ Id.
Thus, Hammond actually supports our holding that an
experience-based classification that treats both new and old
residents equally does not run afoul of the Privileges and
Immunities Clause or the Equal Protection Clause.




                               11
       As we shall explain, Steel Valley‘s experience-based
salary classification is sufficiently tied to the legitimate state
purpose of promoting an efficient and effective public school
system to pass the rational basis test. Accordingly, we hold
that Steel Valley did not violate Connelly‘s right to travel.

       ―State laws that neither employ a suspect classification
nor impinge a fundamental right are ‗entitled to a
presumption of validity against attack under the Equal
Protection Clause.‘‖ Schumacher, 965 F.2d at 1269 (quoting
Parham v. Hughes, 441 U.S. 347, 351 (1979)). ―[W]e will
uphold the [law] so long as it bears a rational relation to some
legitimate end.‖ Romer v. Evans, 517 U.S. 620, 631 (1996).
In our evaluation of whether a state action is rationally related
to a legitimate state interest, we are ―free to consider any
conceivable . . . purpose‖ and ―are not limited to considering
only the goal stated by the‖ state actor. Ramsgate Ct.
Townhome Ass’n v. West Chester Borough, 313 F.3d 157, 160
(3d Cir. 2002) (applying rational basis review to a waste
removal ordinance).

        The District Court cited two justifications for offering
greater compensation to those with in-state teaching
experience: valuing familiarity with the Pennsylvania
Department of Education‘s (DOE) policies, procedures, and
regulations; and promoting efficiency in the education
system. Connelly, 2011 WL 5024415, at *7. The DOE has
established ―rigorous academic standards and assessments to
facilitate the improvement of student achievement and to
provide parents and communities a measure by which school
performance can be determined.‖ 22 Pa. Code § 4.2. The
DOE‘s academic and assessment standards set forth
guidelines for teachers in areas including: curriculum and
instruction tailored to different grade levels and subjects;




                               12
grading and scheduling; standardized testing; and special
education. See id. § 4.1 et seq.

       It is reasonable to assume that teachers who have more
experience working within Pennsylvania schools have greater
familiarity with these regulations and the goals they are
expected to accomplish.         Beyond familiarity with the
regulations, it is also reasonable to assume that teachers with
more experience working within the system would have a
better grasp on what methods are most successful in
achieving the goals the DOE has established. Therefore, a
school district may rationally place a premium on teachers
who have more experience working within the Pennsylvania
school system in order to achieve the legitimate goal of an
efficient and effective public education system.

       Given the deferential standard we employ when
considering a state policy under rational basis review, see
Schumacher, 965 F.2d at 1269, these reasons suffice to
uphold Steel Valley‘s policy. Therefore, the District Court
did not err when it dismissed Connelly‘s complaint.

                              IV

       Finally, Connelly argues that the District Court erred
when it dismissed his complaint with prejudice without
giving him the opportunity to amend. ―We review a district
court decision refusing leave to amend . . . for abuse of
discretion.‖ Great W. Mining & Mineral Co. v. Fox
Rothschild LLP, 615 F.3d 159, 163 (3d Cir. 2010) (citing
Bjorgung v. Whitetail Resort, LP, 550 F.3d 263, 266 (3d Cir.
2008)). ―It does not matter whether or not a plaintiff seeks
leave to amend. We have instructed that if a complaint is
vulnerable to 12(b)(6) dismissal, a district court must permit a




                              13
curative amendment, unless an amendment would be
inequitable or futile.‖ Phillips v. Cnty. of Allegheny, 515 F.3d
224, 236 (3d Cir. 2008) (citing Grayson v. Mayview State
Hosp., 293 F.3d 103, 108 (3d Cir. 2002)).

        Here, the District Court dismissed Connelly‘s
complaint with prejudice because it determined that any
amendment would be futile. Connelly, 2011 WL 5024415, at
*8. We cannot say this was an abuse of discretion. The facts
of this case are undisputed. Steel Valley does not challenge
Connelly‘s assertion that his initial salary would have been
higher had his teaching experience been in Pennsylvania
instead of Maryland. And Connelly concedes (as he must)
that this salary classification was based on location of
teaching experience rather than state of residence. Finally,
though the record is sparse, there is no evidence that
Connelly‘s claim failed due to a lack of factual specificity.
See Shane v. Fauver, 213 F.3d 113, 116 (3d Cir. 2000) (if a
complaint is dismissed ―for lack of factual specificity,
[plaintiff] should be given a reasonable opportunity to cure
the defect, if he can, by amendment of the complaint‖
(quoting Darr v. Wolfe, 767 F.2d 79, 81 (3d Cir. 1985)).
Thus, the District Court did not abuse its discretion in
denying Connelly leave to amend his complaint.



                                   V

      For the reasons stated, we will affirm the District
Court‘s order granting Steel Valley‘s motion to dismiss.




                              14
