                            UNPUBLISHED

                  UNITED STATES COURT OF APPEALS
                      FOR THE FOURTH CIRCUIT


                            No. 11-1520


BLAKE R. VAN LEER, II,

                Plaintiff – Appellant,

           v.

DEUTSCHE BANK SECURITIES, INCORPORATED,

                Defendant – Appellee.



Appeal from the United States District Court for the District of
Maryland, at Baltimore.      James K. Bredar, District Judge.
(1:10-cv-01076-JKB)


Argued:   March 21, 2012                    Decided:   May 2, 2012


Before DUNCAN, KEENAN, and DIAZ, Circuit Judges.


Affirmed by unpublished opinion. Judge Diaz wrote the opinion,
in which Judge Duncan and Judge Keenan joined.


ARGUED: Norman Lang Smith, Jeffrey Eric Nusinov, FISHER &
WINNER, Baltimore, Maryland, for Appellant.       Sanford M.
Saunders, Jr., GREENBERG TRAURIG, LLP, Washington, D.C., for
Appellee.   ON BRIEF: Laura Metcoff Klaus, GREENBERG TRAURIG,
LLP, Washington, D.C., for Appellee.


Unpublished opinions are not binding precedent in this circuit.
DIAZ, Circuit Judge:

       Blake R. Van Leer, II appeals the district court’s order

dismissing      his     action       and     denying         him   leave        to    amend     his

complaint.      Because Van Leer’s proposed amended complaint failed

to     establish      any     plausible          claims      under    Maryland         law, 1    we

conclude that any amendment to his original complaint would have

been futile and the district court did not abuse its discretion

by   denying     him    leave        to    amend.          We    accordingly         affirm     the

judgment of the district court.



                                                 I.

                                                 A.

       We    accept     as     true        the       facts      alleged    in        Van   Leer’s

complaint.       See Aziz v. Alcolac, Inc., 658 F.3d 388, 390 (4th

Cir. 2011).

       Van Leer worked in the waste-handling industry, developing

solid      waste-disposal       facilities            in   Maryland       and    Virginia       and

then       selling     them     to        interested         firms.         One       of   these

developments,        the      King    George          County     Landfill       in     Virginia,

flourished in the early 1990s.                         Van Leer ultimately sold the

rights to the landfill to Waste Management, Inc., which agreed


       1
       The parties agree that Maryland law governs adjudication
of this action.



                                                 2
to    pay   him   royalties       (“Royalty      Stream”)         totaling        over   $1.3

million per year for roughly forty years.

       Not all of Van Leer’s projects rivaled the success of the

King George County Landfill.                Indeed, a bad investment in his

next    development        caused    him        to    default        on    several       loan

agreements.        As    a    result,   Van          Leer    filed      for    chapter     11

bankruptcy in 1999.           For the next eight years, he operated his

business as a debtor in possession and used proceeds from the

Royalty Stream to cover his expenses.

       Seeking to convert the Royalty Stream into enough money to

emerge from bankruptcy, Van Leer in early 2007 decided to sell

the asset or pledge it as collateral for a loan.                                His broker

contacted Deutsche Bank Securities, Inc. (“Deutsche Bank”) to

gauge the firm’s interest in loaning Van Leer money secured by

the    Royalty    Stream     or   purchasing         it   outright.           After   making

progress in preliminary discussions, Van Leer and Deutsche Bank

executed a Confidentiality Agreement on April 17, 2007.                                   Van

Leer    agreed    to    provide     Deutsche         Bank    “with      certain       written

material containing material non-public information relating to

the    Transaction,      the      royalty       payments,         the     waste    disposal

facility and underlying transactions and participants” to permit

the firm “to evaluate the potential purchase of [the Royalty

Stream].”     J.A. 17.       Deutsche Bank, for its part, pledged to use

the     confidential         information        “for        the    sole       purpose      of

                                            3
determining [its] interest in participating in the Transaction.”

Id.    The Confidentiality Agreement provided that, among other

categories,     any     information          “that       is    or        becomes     publicly

available”     or     “is    known     by    [Deutsche         Bank]        prior     to    its

disclosure     by     [Van     Leer]”       is   not       considered         confidential

information and is therefore not subject to the terms of the

agreement.     Id.

       Discussions continued between the parties, culminating in a

May 14 letter from Deutsche Bank to Van Leer.                               Deutsche Bank

stated in the letter that, “based on [its] preliminary review of

information provided to [it] by [Van Leer], [its] understanding

of the Financing Transaction . . . and subject to satisfaction

of    all   conditions       outlined       below,”       it    was       “interested”      in

purchasing    the     Royalty       Stream    for       approximately        $23     million.

Id. 19.       Deutsche       Bank    included       a    number     of     qualifications.

First, it provided that the letter did not constitute a binding

commitment     and     any    subsequent         binding        commitment          would    be

memorialized in a separate written agreement.                             Second, Deutsche

Bank    subjected       any     future        commitment            to     five      distinct

conditions,         including        the     bank’s           “completion           of,     and

satisfaction with the results of, [its] business, legal, tax,

financial, accounting, environmental and other due diligence.”

Id.



                                             4
       After     sending          the     letter,        Deutsche        Bank        ceased     all

communication with Van Leer and did not respond to any of his

further    inquiries.              Over    a     month        later,    on     June      26,    the

Creditors’ Committee overseeing Van Leer’s bankruptcy announced

that it would auction the Royalty Stream.                              With no commitment

from    Deutsche          Bank,     Van       Leer      was     unable       to      complete     a

transaction with a buyer to forestall the auction.                                        Deutsche

Bank submitted the high bid of $16.9 million at the auction,

obtaining      the    rights       to    the     Royalty       Stream.         The      bankruptcy

court    confirmed         the     sale    and        closed     Van    Leer’s        bankruptcy

proceedings.



                                                 B.

       Almost three years after the auction of the Royalty Stream,

Van    Leer     filed      suit     against       Deutsche        Bank.           His     original

complaint asserted five claims:                       breach of contract, negligence,

tortious       interference         with       prospective        business        opportunity,

negligent      misrepresentation,              and     fraud.          The   thrust        of   Van

Leer’s complaint was that Deutsche Bank shirked its obligations

to him by failing to seriously consider his application for a

loan or sale, leading him to believe that it was processing his

application          in     good        faith,        and     using      his       confidential

information      to       purchase      the    Royalty        Stream    at     auction      for   a

lower price than the parties had negotiated.

                                                 5
       Deutsche Bank responded by moving to dismiss Van Leer’s

complaint.     Finding that Van Leer’s complaint included nothing

more than conclusory allegations and baseless legal conclusions,

the district court granted Deutsche Bank’s motion and dismissed

the action.

        Van Leer then filed a Rule 59(e) motion to alter or amend

the judgment, seeking leave to file an amended complaint.                                As

part    of   this    motion,     Van   Leer           attached   a   proposed      amended

complaint    further       detailing    his       allegations        and    striking    his

tortious-interference claim.

       Van Leer alleged that Deutsche Bank breached its contract

with him by failing to “consider and process” his loan or sale

application    in     good     faith   and       by    neglecting     to    “conduct    due

diligence in consideration” of the application.                         J.A. 199.      Van

Leer stated that he relied on Deutsche Bank’s promise that it

would    evaluate      his     application        and     refrained        from   pursuing

transactions        with     other   parties.            He   further       alleged    that

Deutsche Bank “breached its contractual obligations by using the

[confidential] information that it received” from him for “its

own purchase from the bankruptcy auction.”                       Id. 200.         Finally,

Van Leer claimed that Deutsche Bank breached the covenant of

good faith and fair dealing.

       On the negligence count, Van Leer alleged that Deutsche

Bank, “as the holder of a public trust . . . , had a duty to

                                             6
consider and process [his] . . . application in good faith and

with reasonable diligence” and “a duty not to compete with its

customer, and not to use its favored position to his detriment.”

Id. 201.          It breached that duty, according to Van Leer, by

failing      to     process     his     application,          using        confidential

information for its own benefit in competition with him, and

failing      to   act   “reasonably     and       honestly”    in    purchasing      the

Royalty Stream.          Id.     Van Leer alleged that Deutsche Bank’s

actions prevented him from lining up another buyer.

       Van    Leer’s     negligent-misrepresentation                count       included

similar claims.         He alleged that Deutsche Bank owed him a duty

of   care     “to   ensure     that    its       representations         were   truthful

concerning its intention to consider and process [his] . . .

application in good faith and with reasonable diligence.”                            Id.

203.    According to Van Leer, Deutsche Bank falsely stated that

it would consider his application, prompting him to justifiably

forgo pursuing other sale options.

       On the final count, raising a fraud claim, Van Leer alleged

that Deutsche Bank falsely stated that it intended to act with

due diligence in processing his application when it knew that it

did not plan to conduct any review.                  Instead, claimed Van Leer,

Deutsche     Bank    “had    already    launched      a   plan      to    purchase   the

Royalty Stream from the bankruptcy, depriving Van Leer of his

opportunity to sell the Royalty Stream himself.”                     Id. 205.

                                             7
       The district court denied Van Leer’s motion to alter or

amend the judgment.         Discerning no error in its previous ruling,

it reiterated that dismissal of Van Leer’s original complaint

was appropriate.          Turning to Van Leer’s request for leave to

amend his complaint, the court found that the proposed amended

complaint contained the same fatal deficiencies as the original

complaint.       Van Leer’s proposed amended complaint, determined

the    court,    amounted    to   nothing     more    than    further     conclusory

allegations      and     unfounded   speculation.           The   court     therefore

denied leave to amend as futile.

       Van Leer appeals only the district court’s denial of his

motion for leave to amend the complaint.



                                        II.

       We review the district court’s denial of leave to amend for

abuse of discretion.            US Airline Pilots Ass’n v. Awappa, LLC,

615 F.3d 312, 320 (4th Cir. 2010).               “[L]eave to amend should be

denied    only    when    the   amendment     would    be    prejudicial      to   the

opposing party, there has been bad faith on the part of the

moving party, or amendment would be futile.”                         Matrix Capital

Mgmt. Fund, LP v. BearingPoint, Inc., 576 F.3d 172, 193 (4th

Cir.    2009).     We     adjudge    amendment    futile      when    the    proposed

amended complaint fails to state a claim.                   United States ex rel.



                                         8
Wilson v. Kellogg Brown & Root, Inc., 525 F.3d 370, 376 (4th

Cir. 2008).

     To       survive      dismissal      for       failure    to    state       a    claim,   a

plaintiff       must       establish      “facial          plausibility”        by     pleading

“factual content that allows the court to draw the reasonable

inference       that       the    defendant     is        liable    for    the       misconduct

alleged.”       Ashcroft v. Iqbal, 129 S. Ct. 1937, 1949 (2009).                                A

reviewing       court      must    “ ‘take          the    facts    in    the    light       most

favorable to the plaintiff,’ ” but it need not accept legal

conclusions drawn from those facts or “ ‘unwarranted inferences,

unreasonable          conclusions,        or    arguments.’         ”       Giarratano         v.

Johnson, 521 F.3d 298, 302 (4th Cir. 2008) (quoting E. Shore

Mkts., Inc. v. J.D. Assocs. Ltd. P’ship, 213 F.3d 175, 180 (4th

Cir. 2000)).           Indeed, a plaintiff must do more than provide

labels and conclusions--“a formulaic recitation of the elements

of a cause of action will not do.”                            Bell Atlantic Corp. v.

Twombly, 550 U.S. 544, 555 (2007).

     A plaintiff will not successfully resist dismissal if he

provides       mere     “naked      assertions            devoid    of    further         factual

enhancement”          or    his     allegations            establish      only       “a     sheer

possibility that a defendant has acted unlawfully.”                                  Iqbal, 129

S. Ct. at 1949 (internal quotations and alteration omitted).

“Where    a    complaint         pleads   facts       that    are    ‘merely         consistent

with’    a    defendant’s         liability,        it     ‘stops   short       of    the    line

                                                9
between possibility and plausibility of entitlement to relief.’ ”

Id. (quoting Twombly, 550 U.S. at 557).                      In the final analysis,

a   plaintiff    must   “nudge[]       [his]     claims      across     the    line    from

conceivable to plausible.”             Twombly, 550 U.S. at 570.



                                          III.

      Van    Leer     argues     that     the     district       court        abused   its

discretion by denying him leave to amend his complaint.                                 He

maintains       at     the      outset     that        the      court     applied        an

inappropriately demanding standard when determining whether his

proposed amended complaint could survive dismissal.                            Turning to

the specifics of his allegations, Van Leer asserts that he has

included facts sufficient to establish four claims to relief

that are facially plausible.

      We    conclude    that     the     district      court    did     not    abuse   its

discretion on this issue.                In contending otherwise, Van Leer

overlooks    the     significant       changes    to    the     dismissal       landscape

wrought by Twombly and Iqbal.               Applying those standards to Van

Leer’s proposed amended complaint, we find that he has failed to

“nudge[]     [his]     claims    across     the     line       from   conceivable       to

plausible,” Twombly, 550 U.S. at 570. 2


      2
       Deutsche Bank maintains that this court lacks jurisdiction
to adjudicate Van Leer’s action, which it characterizes as a
collateral attack on the bankruptcy court’s final order. In so
(Continued)
                                           10
                                             A.

      Van   Leer     first     alleges       that   Deutsche         Bank     breached     its

contractual       obligations         to    him    by     failing     to     consider      his

application       for    a    loan    or    sale,       neglecting      to    perform      due

diligence, and using his confidential information for its own

purposes.      These allegations grossly overstate the nature of the

contractual relationship between the parties and otherwise rely

on conclusory claims, rendering dismissal appropriate.

      Although Van Leer states that Deutsche Bank operated under

a   contractual      duty     to     consider     his     loan   application         in   good

faith   and    conduct        due    diligence,      he      points    to     no    provision

memorializing        such      an     obligation.             Nor     could        he.      The

Confidentiality Agreement constitutes the sole binding contract

between     Van   Leer       and    Deutsche      Bank.       Under     that       agreement,

Deutsche      Bank      agreed       only   that        it   would     use     Van       Leer’s




doing, Deutsche Bank misinterprets Van Leer’s claims. Van Leer
is not asking the district court to invalidate the sale of the
Royalty Stream.    Rather, he is requesting money damages to
compensate him for the money that he allegedly lost when
Deutsche Bank elected not to buy the Royalty Stream directly
from him and instead purchased it for a lower price at auction.
We--and the district court--may properly resolve Van Leer’s
claims without interfering with the bankruptcy’s court’s long-
completed proceedings.   Indeed, the bankruptcy court recognized
as much.   Suggesting that “Van Leer ought to take his marbles
and go home,” J.A. 149, the court nevertheless recognized that
Van Leer could initiate a later proceeding to raise his claim
for damages stemming from the sale.



                                             11
confidential information “for the sole purpose of determining

[its] interest in participating in the Transaction.”                                J.A. 17.

The    document      did   not   obligate      Deutsche       Bank    to      consider    Van

Leer’s application or conduct due diligence.                        As Van Leer points

out,    Deutsche       Bank’s     May    14        letter    to   him      mentioned      due

diligence.          But it did not mandate that the firm conduct due

diligence or even consider Van Leer’s application, stating only

that    any     subsequent       formal       agreement       was    subject         to   the

completion of due diligence.                  And, in any event, Deutsche Bank

expressly       indicated        that    the        letter    was       not     a    binding

commitment, which comported with Maryland law on the subject.

See Paramount Brokers, Inc. v. Digital River, Inc., 126 F. Supp.

2d    939,    945    (D.   Md.   2000)     (reasoning        that    letter     of    intent

generally does not constitute a binding contract).                              Because no

contract      between      the   parties      demonstrates        that     Deutsche       Bank

agreed to either review Van Leer’s application or conduct due

diligence, his allegations on this score are legally deficient.

       Van Leer’s confidentiality allegation is, however, grounded

in the text of an operative agreement between the parties.                                 He

alleges that Deutsche Bank used confidential information for its

own benefit, violating its duty to use the disclosures “for the

sole purpose of determining [its] interest in participating in

the Transaction,” J.A. 17.                 Fatal to Van Leer’s claim is his

failure to provide any gloss on these bare assertions.                               Indeed,

                                              12
he does not indicate what confidential information he provided

to     Deutsche    Bank       or     how    the    bank        could    have    used     that

information for its own advantage.                      In omitting this critical

discussion, Van Leer engages in little more than “a formulaic

recitation of the elements of a cause of action,” Twombly, 550

U.S. at 555.        Dismissal was therefore appropriate because the

district court was not bound to accept as true his conclusory

allegations “devoid of further factual enhancement,” Iqbal, 129

S. Ct. at 1949 (internal quotations omitted).

       Blending his contractual allegations into a global claim,

Van Leer alleges finally that Deutsche Bank violated its duty of

good faith and fair dealing.                 Such a claim, though recognized by

Maryland    law,    requires         a     plaintiff      to    demonstrate       that    the

defendant     “act[ed]        in     such     a    manner       as     to   prevent      [the

plaintiff] from performing his obligations under the contract.”

Parker v. Columbia Bank, 604 A.2d 521, 531 (Md. Ct. Spec. App.

1992); see also E. Shore Mkts., 213 F.3d at 184 (“[T]he implied

duty of good faith and fair dealing as recognized in Maryland

requires that one party to a contract not frustrate the other

party’s performance.”).              Van Leer has not alleged that Deutsche

Bank    prevented       him     from       abiding     by      his     duties   under     the

Confidentiality Agreement.                 And because he has failed to detail

how     Deutsche    Bank           used    his     confidential          information       in

contravention      of     the      Confidentiality          Agreement,      Van    Leer    is

                                              13
unable     to    demonstrate     that   the     bank    did   not   perform    its

contractual obligations in good faith.                   His proposed amended

complaint therefore fails to state a claim for a breach of the

implied covenant of good faith and fair dealing.



                                        B.

     Van Leer’s negligence claim revolves around Deutsche Bank’s

alleged breach of its duty to consider and process his loan or

sale application in good faith and with reasonable diligence.

Van Leer is unable to establish that Deutsche Bank owed him any

duty apart from its contractual obligations, and his proposed

amended complaint consequentially fails to state a claim for

negligence.

     Claims of negligence under Maryland law must establish four

familiar elements:          (1) a duty owed to the plaintiff; (2) a

breach of that duty; (3) a causal relationship between breach

and harm; and (4) damages.          Jacques v. First Nat’l Bank of Md.,

515 A.2d 756, 758 (Md. 1986).            Dealings between a bank and its

customer        generally   do   not    allow     for    claims     sounding   in

negligence.        In such an instance, the relationship between the

bank and customer is contractual in nature, not giving rise to

an independent duty.         Parker, 604 A.2d at 532.             Some cases, to

be sure, present facts so unique that courts will impose an

independent duty on a bank in regard to its transactions with a

                                        14
customer.       See, e.g., Jacques, 515 A.2d at 759–63.                       Yet this is

the exception rather than the rule.

      Jacques, on which Van Leer principally relies in an effort

to establish that Deutsche Bank owed him a noncontractual duty,

involved    a    highly      irregular      combination         of    factors       that    the

court found significant.             In that case, the plaintiffs agreed to

purchase a house and applied to the defendant bank for a loan to

facilitate the transaction.              Id. at 756–57.              The bank sent them

a letter stating that the plaintiffs qualified for a $74,000

loan and that it would hold the loan’s interest rate for ninety

days.      Id.    at    757.        Shortly       thereafter,        however,       the    bank

indicated       that    it    had    made     a    mistake      and    could    loan       the

plaintiffs       no    more    than     $41,400.           Id.         The     plaintiffs,

unsatisfied      with     those     terms,        sought   financing         from    another

bank, but interest rates had skyrocketed by that time, making

the parameters of other loans unpalatable.                           Id.     They instead

elected    to     accept      the    bank’s       offer    of    $41,400      and     secure

personal loans to cover the remainder of the needed financing.

Id.     The plaintiffs then filed suit against the bank, alleging

negligence.      Id.

      The court began its analysis by noting that, “[w]here the

failure to exercise due care creates a risk of economic loss

only, courts have generally required an intimate nexus between

the parties as a condition to the imposition of tort liability.”

                                            15
Id. at 759.        Referring to the “rather extraordinary financing

provisions contained in the real estate sales contract” that

“left    the    [plaintiffs]      particularly        vulnerable    and   dependent

upon the Bank’s exercise of due care,” the court found such an

intimate nexus present in the case before it.                       Id. at 762–64.

The court pointed to three elements of the relationship between

the bank and the plaintiffs that counseled imposing a tort duty

on the bank:           the requirement that the plaintiffs proceed to

loan settlement with whatever amount they could obtain at the

agreed rate of interest, the choice between accepting a loan or

forfeiting their $10,000 deposit, and the dramatic increase in

interest rates during the loan processing that precluded them

from finding another bank for financing.                 Id. at 762–63.

     The       relationship    between         Van    Leer   and    Deutsche     Bank

includes none of the extraordinary factors that the court found

critical to the disposition in Jacques.                  We accordingly conclude

that the parties’ relationship is strictly contractual and the

district court properly found that Deutsche Bank owed no tort

duty to Van Leer.         See G&M Oil Co. v. Glenfed Fin. Corp., 782 F.

Supp. 1078, 1084 (D. Md. 1989) (finding no duty of care and

distinguishing      case    before      it,    in    which   plaintiff    sought   “a

fairly     standard      business       loan,”       from    Jacques,     in     which

plaintiffs      were    exposed    to    extraordinary       risk   if    deal   fell

apart).    Van Leer simply alleges no facts that would convert his

                                          16
relationship with Deutsche Bank from the standard bank–customer

variety into something so unique as to compel a court to impose

a noncontractual duty on the bank.           Establishing no duty of care

on the part of Deutsche Bank, Van Leer fails to state a claim

for negligence. 3



                                       C.

     Turning to Van Leer’s claim of negligent misrepresentation,

we conclude that it fails for the same reason as his negligence

claim.    Under     Maryland    law,   a    plaintiff   alleging   negligent

misrepresentation must show that the defendant owed a duty of

care to the plaintiff.         Walpert, Smullian & Blumenthal, P.A. v.

Katz, 762 A.2d 582, 588 (Md. 2000).               Van Leer is unable to


     3
       Van Leer also relies on an Oklahoma case, Djowharzadeh v.
City National Bank & Trust Co., 646 P.2d 616 (Okla. Civ. App.
1982).    This case is inapposite, for at least two reasons.
First,    we    are    applying     Maryland    law,    so   Oklahoma’s
pronouncements that contradict Maryland precedent are not
relevant.    Second, the plaintiff in that case pled compelling
facts not at issue here--namely, that the plaintiff had
disclosed    confidential     information    about   a   bargain-priced
property that was not yet on the market in conjunction with his
loan application, the bank denied the loan, and the wives of two
of the bank’s executives used the plaintiff’s confidential
information and bought the property, id. at 617–18.               Here,
however,    Van   Leer    has    not   described    what   confidential
information he provided Deutsche Bank or how the bank used that
information to its advantage.           Indeed, in contrast to the
secretive deal at issue in Djowharzadeh, the public record of
the bankruptcy court revealed that the Creditors’ Committee
planned to auction the Royalty Stream.



                                       17
establish that Deutsche Bank owed him a duty of care, see supra

Section III.B, so he has failed to state a claim for negligent

misrepresentation.



                                           D.

     Van Leer alleges finally that Deutsche Bank committed fraud

by falsely stating that it was carrying out due diligence when

it actually did not intend to perform such due diligence.                            Van

Leer claims that Deutsche Bank “launched a plan to purchase the

Royalty   Stream     from      the    bankruptcy,     depriving     [him]       of   his

opportunity    to    sell      the   Royalty     Stream    himself.”      J.A.       205.

Given the heightened pleading standards governing allegations of

fraud, we find that Van Leer’s proposed amended complaint fails

to state an actionable fraud claim.

     Fraud under Maryland law includes five elements:                       (1) the

defendant made a false representation to the plaintiff; (2) the

defendant either knew that the representation was false or made

it with reckless indifference as to its truth; (3) the defendant

made the misrepresentation for the purpose of defrauding the

plaintiff;     (4)       the      plaintiff      justifiably    relied      on       the

misrepresentation;          and      (5)   the    plaintiff    suffered     damages

resulting from the misrepresentation.                     Gourdine v. Crews, 955

A.2d 769, 791 (Md. 2008).              The Federal Rules of Civil Procedure

mandate      that    a      plaintiff         alleging      fraud      “state        with

                                           18
particularity the circumstances constituting fraud.”                                 Fed. R.

Civ. P. 9(b).

       Van Leer’s general allegations are insufficient to satisfy

Rule     9’s     heightened         pleading     standard,        and     dismissal        is

therefore       proper.       He    eschews    the    injunction        to    “state    with

particularity         the     circumstances          constituting         fraud,”       id.,

instead asserting conclusorily that Deutsche Bank “launched a

plan to purchase the Royalty Stream from the bankruptcy,” J.A.

205.      Van    Leer’s      allegations       are   all    the    more      lacking    when

viewed with reference to the public record of the bankruptcy

proceedings,         which    revealed        that    the     Creditors’            Committee

planned to auction the Royalty Stream and that the highest bid

submitted to that point was only $11.5 million.                           Van Leer puts

forth labels and conclusions in an effort to convert Deutsche

Bank’s    decision--based           on   publicly      available        information--to

purchase       the   Royalty       Stream   at      auction      into   something       more

nefarious.           But    these    “naked      assertions       devoid       of    further

factual    enhancement,”           Iqbal,     129    S.    Ct.    at    1949        (internal

quotations and alteration omitted), are not enough to counter

dismissal, particularly when viewed through the prism of Rule 9.




                                            19
                             IV.

     For the foregoing reasons, we affirm the judgment of the

district court.

                                                     AFFIRMED




                             20
