                    FOR PUBLICATION
  UNITED STATES COURT OF APPEALS
       FOR THE NINTH CIRCUIT

VIRGIL DEVERATURDA; BERNARD              
SAPITALO; SHIRLEY SAMPAYAN;
MARIA LILLIBETH EDANO,                          No. 04-16633
              Plaintiffs-Appellants,
               v.                                D.C. No.
                                               CV-03-03887-JW
GLOBE AVIATION SECURITY                           OPINION
SERVICES,
             Defendant-Appellee.
                                         
        Appeal from the United States District Court
          for the Northern District of California
          James Ware, District Judge, Presiding

                   Argued and Submitted
          June 14, 2006—San Francisco, California

                       Filed July 24, 2006

    Before: Pamela Ann Rymer and Thomas G. Nelson,
    Circuit Judges, and Samuel P. King,* District Judge.

                    Opinion by Judge Rymer




   *The Honorable Samuel P. King, Senior United States District Judge
for the District of Hawaii, sitting by designation.

                               8169
      DEVERATURDA v. GLOBE AVIATION SECURITY SERVICES 8171


                       COUNSEL

G. Scott Emblidge, Moscone Emblidge & Quadra, San Fran-
cisco, California, for the plaintiffs-appellants.

Samuel T. McAdam, Seyfarth Shaw, Sacramento, California,
for the defendant-appellee.
8172 DEVERATURDA v. GLOBE AVIATION SECURITY SERVICES
                              OPINION

RYMER, Circuit Judge:

  This appeal presents the novel question whether the Worker
Adjustment and Retraining Notification Act (WARN Act), 29
U.S.C. § 2101 et seq., which prohibits an employer from
ordering a mass layoff without giving 60 days’ notice, applies
to a mass layoff of employees who worked for a private
employer as airport security screeners until the United States
government federalized airport security services and took
over operations at their airport.

   Virgil Deveraturda, Bernard Sapitalo, Shirley Sampayan,
and Maria Lillibeth Edano (collectively, Deveraturda) were
employed by Globe Airport Security Services, Inc. to provide
screening services at San Jose International Airport (SJC).
However, they and others were let go as a result of the Avia-
tion and Transportation Security Act (ATSA) of 2001. Pub. L.
No. 107-71, 115 Stat. 597 (Nov. 19, 2001). Believing that
Globe should have given 60 days’ notice under the WARN
Act, which it did not do, Deveraturda brought a class action
for relief under the Act.1

   The district court granted Globe’s motion for judgment on
the pleadings, holding that it was the federal government that
took over control of airport security without any ability on
Globe’s part to dictate the nature, scope, or timing of the
takeover. As it was the government that ordered the layoff
and ousted Globe from providing security personnel at SJC,
the court concluded that the WARN Act does not apply. We
agree that the Act does not apply, and affirm.
  1
    If the required notice is not provided, the employer may be liable to
affected employees for back pay and benefits for the period of the viola-
tion. 29 U.S.C. § 2104(a)(1)(A).
       DEVERATURDA v. GLOBE AVIATION SECURITY SERVICES 8173
                                    I

   Taking the allegations in the complaint to be true, as we must,2
Deveraturda was a full-time employee of Globe at its head-
quarters facility located in San Jose, California. On November
19, 2001, Congress enacted the ATSA and, on February 19,
2002, airport security in the United States was federalized. On
August 7, 2002, Globe issued a facsimile memo to its employ-
ees informing them how to apply for a position with the
Transportation Security Administration (TSA), and, sometime
that month, held an informational meeting. Globe informed
employees that if they were U.S. citizens, they would be
rehired by TSA after undergoing an assessment test adminis-
tered by TSA. TSA began administering those tests in Sep-
tember 2002. On September 27, Globe issued a memorandum
to Airport Terminal C employees announcing that the federal
government will “tentatively take over responsibilities for avi-
ation screening services at SJC Airport on October 1, 2002.
As of that date aviation screening services employees at SJC
Terminal C checkpoints will be relieved of those duties.” On
September 30, Globe announced the first of a series of four
layoffs that occurred between October 1 and January 2003.
Deveraturda did not receive 60 days’ notice as provided by
the WARN Act, and Globe gave no reason for shortened
notice. The mass layoffs “were the direct and proximate result
of defendant’s long known withdrawal from airport security
at San Jose International Airport. The terminations were a
product of the [ATSA], enacted in 2001, by the federal gov-
ernment to replace private airport security with federal
employees, not because of any new or sudden reversal of
defendant’s prospects or failure to obtain capital or business.”
  2
   Owners v. Kaiser Found. Health Plan, Inc., 244 F.3d 708, 713 (9th Cir.
2001) (“A judgment on the pleadings is properly granted when, taking all
the allegations in the pleadings as true, the moving party is entitled to
judgment as a matter of law.” (quoting Nelson v. City of Irvine, 143 F.3d
1196, 1200 (9th Cir. 1998)).
8174 DEVERATURDA v. GLOBE AVIATION SECURITY SERVICES
   Globe’s answer admits that Deveraturda was employed at
its San Jose facility; that he was laid off on November 15,
2002 (Sampayan was laid off on September 30); and that
“[t]he layoffs were the result of defendant being notified by
the Federal Government (the Transportation Security Admin-
istration) on September 27, 2002 that defendant’s operations
at the San Jose International Airport in San Jose, California
were going to be transitioned to the Government, pursuant to
federal law, effective October 1, 2002.”3

   Globe filed a motion for judgment on the pleadings on
Deveraturda’s WARN Act claim on March 22, 2004, which
the district court granted, after hearing argument, on May 10.
The court acknowledged the dearth of precedent but reasoned
from the case it found most analogous, Buck v. FDIC, 75 F.3d
1285 (8th Cir. 1996), where employees of a bank taken over
by the Federal Deposit Insurance Corporation (FDIC) sued
the FDIC for WARN Act violations, that the WARN Act does
not apply in the context of government-ordered closures over
which the employer has no control. In these circumstances,
the court concluded, the layoffs are not effectively ordered by
the employer, but by the government.4

   On May 24, 2004, Deveraturda sought leave to file an
amended complaint to allege that Globe had more than 60
days’ notice from the federal government of its intention to
replace Globe’s private airport security with federal employ-
ees, and that Globe provided WARN Act notice to employees
at other airports in California, but not at SJC. The district
court found the additional allegations insufficient to fix the
infirmity in the original complaint, and denied the motion.
  3
     The complaint was filed August 22, 2003. Globe answered November
3, 2003, and brought its motion for judgment on the pleadings on March
22, 2004.
   4
     Deveraturda also asserted a claim for failure to pay wages and bonuses
under California Labor Code §§ 201 and 203. The district court declined
to exercise supplemental jurisdiction over this state law cause of action
pursuant to 28 U.S.C. § 1367(c)(3). This is not at issue on appeal.
       DEVERATURDA v. GLOBE AVIATION SECURITY SERVICES 8175
  Deveraturda timely appeals both rulings.

                                II

    We review a dismissal on the pleadings pursuant to Federal
Rule of Civil Procedure 12(c) de novo. Living Designs, Inc.
v. E.I. Dupont de Nemours & Co., 431 F.3d 353, 360 (9th Cir.
2005); Turner v. Cook, 362 F.3d 1219, 1225 (9th Cir. 2004).
On review of a judgment on the pleadings, “[t]he appellate
court must ‘accept all material allegations in the complaint as
true and construe them in the light most favorable to [the non-
moving party].’ ” Turner, 362 F.3d at 1225 (alteration in orig-
inal) (quoting NL Industries, Inc. v. Kaplan, 792 F.2d 896,
898 (9th Cir. 1986)). “A dismissal may be affirmed ‘only if
it is clear that no relief could be granted under any set of facts
that could be proved consistent with the allegations.’ ” Id.
(quoting Swierkiewicz v. Sorema N.A., 534 U.S. 506, 514
(2002)).

   The district court’s denial of a motion for leave to amend
is reviewed for abuse of discretion. Smith v. Pac. Props. &
Dev. Corp., 358 F.3d 1097, 1100 (9th Cir. 2004); Bowles v.
Reade, 198 F.3d 752, 757 (9th Cir. 1999). We have held that
“ ‘[a] district court does not err in denying leave to amend
where the amendment would be futile.’ ” Thinket Ink Info.
Res., Inc. v. Sun Microsystems, Inc., 368 F.3d 1053, 1061 (9th
Cir. 2004) (alteration in original) (quoting Saul v. United
States, 928 F.2d 829, 843 (9th Cir. 1991)).

                               III

  This appeal turns entirely on what the WARN Act covers.

   Deveraturda focuses on its purpose — to provide “protec-
tion to workers, their families and communities by requiring
employers to provide notification 60 calendar days in advance
of . . . mass layoffs. Advance notice provides workers and
their families some transition time to adjust to the prospective
8176 DEVERATURDA v. GLOBE AVIATION SECURITY SERVICES
loss of employment, to seek and obtain alternative jobs and,
if necessary, to enter skill training or retraining that will allow
these workers to successfully compete in the job market.”
Childress v. Darby Lumber, Inc., 357 F.3d 1000, 1005 (9th
Cir. 2004) (citing 20 C.F.R. § 639.1). He argues that it is
enough that Globe was his employer, and laid him off without
the required notice. He also maintains that there is no blanket
“government takeover” exemption, but rather application of
the WARN Act depends upon the amount of government con-
trol and whether the employer had notice of the takeover. See
Hotel Employees and Restaurant Employees Int’l Union
Local 54 v. Elsinore Shore Assocs., 173 F.3d 175, 180-82 (3rd
Cir. 1999). Further, Deveraturda contends that this case is
more analogous to cancellation-of-government-contract cases
such as Halkias v. General Dynamics Corp., 137 F.3d 333
(5th Cir. 1998) and Loehrer v. McDonnell Douglas Corp., 98
F.3d 1056 (8th Cir. 1996), where courts have held the
employer responsible for violating the WARN Act, than to
FDIC-takeover-of-bank cases such as Buck.

   Like the district court, Globe draws on closures of failed
savings and loan institutions where courts have found the
WARN Act inapplicable. Globe maintains that cases such as
Buck indicate that government-ordered takeovers, outside of
the control of the employer, are not covered. In its view, this
case fits that mold because it is undisputed that the federal
government federalized private airport screening; therefore,
Globe submits, as a private employer it did not “order” a mass
layoff of screening personnel and so is not subject to the
WARN Act.

  [1] We start with the statutory language:

    An employer shall not order a plant closing or mass
    layoff until the end of a 60-day period after the
    employer serves written notice of such an order —

    (1) to each representative of the affected employees
    as of the time of the notice or, if there is no such rep-
      DEVERATURDA v. GLOBE AVIATION SECURITY SERVICES 8177
    resentative at that time, to each affected employee;
    and

    (2) to the State or entity designated by the State to
    carry out rapid response activities under section
    2864(a)(2)(A) of this title, and the chief elected offi-
    cial of the unit of local government within which
    such closing or layoff is to occur.

29 U.S.C. § 2102(a). “Where the statute’s language is plain,
the sole function of the courts is to enforce it according to its
terms.” Cleveland v. City of Los Angeles, 420 F.3d 981, 989
(9th Cir. 2005) (internal quotation marks and citation omit-
ted). We believe the language of the WARN Act is straight-
forward; it unambiguously provides that the Act applies when
an employer orders a mass layoff. There is no question here
that the layoffs were the result of the federal government’s
replacing private screeners with federal employees. The
ATSA, enacted in the wake of 9/11, provides that “[t]he
Under Secretary of Transportation for Security shall provide
for the screening of all passengers and property,” and that
“[a]ll screening of passengers and property at airports in the
United States where screening is required under this section
shall be supervised by uniformed Federal personnel of the
Transportation Security Administration who shall have the
power to order the dismissal of any individual performing
such screening.” 49 U.S.C. § 44901(a), (b). The TSA gave
tests in September for screening personnel at SJC, and took
over responsibility for aviation screening services at SJC Ter-
minal C beginning October 1, 2002. Thus it was the govern-
ment, not Globe, that ordered Globe’s employees out of work
at SJC Terminal C. This being so, the WARN Act does not
apply.

  Deveraturda argues that this decision cannot be made with-
out considering the facts surrounding transfer of control from
Globe to the government. He points out that this is what the
Third Circuit did in Hotel Employees. In that case, the New
8178 DEVERATURDA v. GLOBE AVIATION SECURITY SERVICES
Jersey Casino Control Commission closed a gambling casino
for which the employees who brought suit had worked. Elsi-
nore Shore Associates, which owned the Atlantis Hotel and
Casino, had been in financial trouble since the 1980’s and for
this reason, its license had been conditioned in 1988 on main-
taining an adequate cash and capital position. To make a long
story short, it was unable to do so, the Commission’s patience
ran out in the spring of 1989, a possible sale collapsed, and
the Commission on May 16 ordered the Atlantis to close
effective May 22, 1989. After that, Elsinore Shore informed
its employees of the closing and elimination of their jobs.
Although the majority recognized that the language of the
WARN Act could suggest that only employer-ordered clos-
ings may be subject to the Act, it found the statute silent on
the subject of government-ordered closings or situations
where both the government and the employer play a role in
the closing. Accordingly, the court went on to consider Con-
gress’s purpose as well as Department of Labor regulations
implementing the Act, from which it identified two factors
that inform an employer’s responsibilities: the amount of gov-
ernment involvement in the closing, and the amount of notice
the employer had of that involvement. Hotel Employees, 173
F.3d at 182-83. Ultimately the court concluded that the “un-
foreseeable business circumstances” exception5 applied.
   5
     The Act provides that the 60-day notice period is reduced where the
“mass layoff is caused by business circumstances that were not reasonably
foreseeable as of the time that notice would have been required.” 29
U.S.C. § 2102(b)(2)(A). The regulations, in turn, describe an “important
indicator of a business circumstance that is not reasonably foreseeable is
that the circumstance is caused by some sudden, dramatic, and unexpected
action or condition outside the employer’s control.” 20 C.F.R.
§ 639.9(b)(1). Section 639.9(b)(1) indicates that “[a] government ordered
closing of an employment site that occurs without prior notice also may
be an unforeseeable business circumstance.” The “unforseeable business
circumstances” exception is not at issue here, however, because the com-
plaint alleges that “[t]he mass layoffs did not result from any sudden fail-
ure or reversal of defendant’s financial prospectus” or “because of any
new or sudden reversal of defendant’s prospects or failure to obtain capital
or business.”
      DEVERATURDA v. GLOBE AVIATION SECURITY SERVICES 8179
Then-Judge Alito, on the other hand, thought that the lan-
guage of the Act was plain and applied only when an “em-
ployer” orders the closing. Id. at 187 (Alito, J., concurring).
He saw no need to go further as the closing order for the
Atlantis was clear, unequivocal, and unconditional.

   [2] We agree with Judge Alito’s analysis. We see no reason
to go further than the face of the statute but even if we did,
there is no dispute here that the government involvement was
absolute. Unlike Elsinore Shore, Globe had nothing to do with
the conditions that brought the layoffs about. Nor could it do
anything to remedy them. By the same token, Globe’s contin-
uing provision of aviation screening services was not condi-
tional upon anything that it could, or could not do. Beyond
this, as the pleadings indicate, it was apparent to everyone as
of November 19, 2001 — when the ATSA was enacted —
and as of February 19, 2002 — when airport security was fed-
eralized — that the government, not Globe, would be provid-
ing personnel for airport screening.

   [3] While there is no authority directly on point, the unilat-
eral and absolute nature of the order to federalize airport
security is far closer to takeover of a bank than to closure of
a casino. Buck is the leading case on whether the WARN Act
applies when a bank is taken over by the FDIC. There, the
FDIC organized a “bridge bank” to purchase the assets and
assume the liabilities of two failed banks and then sold the
assets of the bridge bank to a successor bank. The bridge bank
retained the employees of the two failed banks, but after the
FDIC sold the bridge bank, the acquiring bank offered
employment to only 400 of the 626 employees of the bridge
bank. Buck argued that the FDIC, which owned the bridge
bank, acted as an employer in letting these employees go and
thus had to comply with the WARN Act. The court rejected
this argument, noting that the WARN Act would not have
applied if the FDIC had simply liquidated the banks, so Con-
gress must have intended for the FDIC to be able to take the
less drastic action of creating a bridge bank and terminating
8180 DEVERATURDA v. GLOBE AVIATION SECURITY SERVICES
less than half the work force five months later without incur-
ring WARN Act liability. Buck, 75 F.3d at 1290 (explaining
that to require the FDIC to comply with the WARN Act under
the circumstances “could severely hinder the FDIC’s ability
to resolve bank failures as efficiently and expeditiously as it
did here”). The court also noted the view of Senator Metzen-
baum, the sponsor of the WARN Act, that “when the appro-
priate banking agency moves in to close a bank, the closing
is by the Federal Government, not by the employer itself. . . .
The bill on its face simply does not apply.” Id. at 1291 (quot-
ing 134 Cong. Rec. S8,614-03, S16,047 (1988)) (emphasis
removed). Finally, the court observed that the closing at issue
was absolute, in that the Board of Directors and management
of the bridge bank were effectively ousted from control upon
sale of its assets. Federalizing airport security and taking over
screening operations at SJC Terminal C is analogous.
Although Globe was certainly the employer that executed the
mass layoff, it did so as a result of the federally-ordered
takeover that replaced private employees with federal
employees. Nothing in the pleadings suggests that the govern-
ment’s takeover of screening operations at SJC Terminal C
did not effectively oust Globe from providing screening per-
sonnel at that terminal. As TSA moved in to assume that
responsibility, Globe had to move out. Just as Buck concluded
that the WARN Act did not apply to the bridge bank, we con-
clude that on its face, the Act does not apply to Globe because
the mass layoff was ordered by the federal government, not
by the employer itself.6

  [4] Deveraturda submits that this case is distinguishable
because he is suing a private employer — not the FDIC as
owner, operator or regulator — and because Globe was the
  6
   See Office and Prof’l Employees Int’l Union Local 2, AFL-CIO v.
FDIC, 138 F.R.D. 325, 327 (D.D.C. 1991) (holding that the WARN Act
did not apply to the FDIC in its capacity as receiver of a closed bank
because the federal government is not an employer when it is taking over
and shutting down a bank).
      DEVERATURDA v. GLOBE AVIATION SECURITY SERVICES 8181
entity that laid off the employees. Of course, Globe was the
employer, but Globe let its screening personnel go only as a
result of the federally-ordered takeover. The critical inquiry is
not what entity employed the affected employees at the time
of the layoff; rather, it is who ordered the layoff to occur.

   Deveraturda further suggests that the fact that Globe did
not lay off all its screening employees on a single day when
the government closed its doors, but rather in a series of lay-
offs to ease TSA’s transition, undermines the district court’s
assumption that Globe had no control over the manner or tim-
ing of the layoffs. However, as we have explained, application
of the Act turns on whether the layoffs were government-
ordered. That TSA may have completed its testing and
decided whom it wanted to employ in stages (the complaint
indicates, for example, that when TSA started testing in Sep-
tember 2002, it assessed non-screeners first) does not affect
this conclusion. Nor are we persuaded by Deveraturda’s argu-
ment in reply that Globe apparently continues to employ
workers at the airport; the pleadings leave no doubt that
Globe’s responsibility for aviation screening services was at
an end once TSA took over.

   Finally, Deveraturda points out that courts have applied the
Act when the government cancels a contract that is the cause
of a mass layoff. See Halkias, 137 F.3d at 335-36; Loehrer,
98 F.3d at 1060-62. While true, both cases involved the “un-
foreseeable business circumstances” defense, not the question
whether the Act applies in the first place. More importantly,
neither involved an absolute government takeover of the
employer’s business resulting in government-ordered replace-
ment of private employees with government employees.

   [5] We conclude from the language of the WARN Act that
it plainly does not apply to a government-ordered mass layoff.
As Deveraturda was laid off as a result of the federalization
of airport security and assumption by the government of
responsibility for aviation screening services at SJC Terminal
8182 DEVERATURDA v. GLOBE AVIATION SECURITY SERVICES
C, he has no claim against Globe for failing to give 60 days’
notice under the WARN Act. We therefore affirm the district
court’s judgment in favor of Globe.

                              IV

   Given that the WARN Act does not apply because the gov-
ernment federalized airport security and ordered the layoff,
the proffered amendment would be futile. Thinket Ink Info
Res., 368 F.3d at 1061. Accordingly, the district court did not
err in denying leave to amend.

  AFFIRMED.
