          United States Court of Appeals
                      For the First Circuit
No. 11-2495

                     LELIS YALÍ FLORES-SILVA,

                      Plaintiff, Appellant,

                                v.

       KENNETH MCCLINTOCK-HERNÁNDEZ; JOSÉ RODRÍGUEZ-SUÁREZ;
        BLANCA LÓPEZ-AGUDO; JOSÉ NEGRÓN-PANTOJAS; CONSUELO
       FIGUERAS-REVUELTA; EDUARDO AROSEMENA-MUÑOZ; NIVEA E.
      TORRES-OCASIO; EDNA COIRA-APONTE; DWIGHT FAGUNDO-CRUZ;
           VANESSA VIERA-RABELO; STATE DEPARTMENT OF THE
    COMMONWEALTH OF PUERTO RICO; PUERTO RICO PORTS AUTHORITY;
                  THE COMMONWEALTH OF PUERTO RICO,

                      Defendants, Appellees.


          APPEAL FROM THE UNITED STATES DISTRICT COURT
                 FOR THE DISTRICT OF PUERTO RICO
         [Hon. José Antonio Fusté, U.S. District Judge]


                               Before
                   Torruella, Lipez and Howard,
                          Circuit Judges.


     Peter John Porrata, for appellant.
     Eliezer A. Aldarondo-López, with whom Carlos Cardona-Fernández
and Aldarondo & López-Bras, were on brief for appellees McClintock,
Rodríguez, López, Negrón, Figueras, Arosemena, Torres, Coira,
Fagundo, Viera and the State Department of the Commonwealth of
Puerto Rico.
     José O. Vázquez-García, with whom Masa & Green, PSC, was on
brief for appellee Puerto Rico Ports Authority.



                          March 11, 2013
           TORRUELLA, Circuit Judge.         This case comes before us

after the District Court of Puerto Rico found that a complaint

filed by Lelis Y. Flores Silva ("Flores") failed to state a claim

and determined that amendment would be futile. Flores only appeals

the futility finding.     We rule that the district court did not

abuse its discretion in denying the requested amendment and thus

affirm.

                              I.    Background

           On New Year's Eve of 2010, Flores, an International

Affairs Specialist at the Puerto Rico State Department, filed a

complaint against said department, ten of its employees (including

the then Secretary of State, Kenneth McClintock), the Commonwealth

of Puerto Rico (collectively, the "State Department defendants"),

and the Puerto Rico Ports Authority.             She alleged a myriad of

claims against the State Department defendants, but the core

allegations of her complaint were that defendants had discriminated

against her due to her political views and that they had denied her

the rights and benefits to which she was entitled under federal and

local   law.   As   against   the    Ports   Authority,   she   alleges   it

slandered her by publishing false information regarding an arrest

for marijuana possession, thereby preventing her from receiving

foreign dignitaries at the local international airport as part of

her work duties.    She claimed violations of her due process rights

under the Fifth and Fourteenth Amendments, and the depravation of


                                     -2-
said rights under 42 U.S.C. §§ 1983 and 1985.                    She requested

attorney's   fees   under   42    U.S.C.    §   1988.      She   also   alleged

violations of the Americans with Disabilities Act of 1990, the

Rehabilitation Act, Title VII of the Civil Rights Act of 1964, and

asserted several claims pursuant to Puerto Rico law.

            The Ports Authority answered the complaint on March 29,

2011.   On May 12, 2011, José Rodríguez Suárez, one of the State

Department defendants, also filed a motion to dismiss pursuant to

Fed. R. Civ. P. 12(b)(6).

            On June 6, 2011, the district court issued a scheduling

order in which it stated:

            Any outstanding pleadings shall be filed not
            later than June 10, 2011. Any motion to amend
            pleadings and/or to add parties shall be filed
            not later than June 15, 2011. In any event,
            the pleadings' [sic] stage should be concluded
            by July 15, 2011.     Further amendments will
            only be allowed for good cause shown.

            On June 7, 2011, Flores filed her opposition to Rodríguez

Suárez's motion to dismiss.       Three days later, the remaining State

Department defendants filed a separate motion to dismiss pursuant

to Fed. R. Civ. P. 12(b)(6).        On July 26, 2011, Flores filed her

opposition to said motion. In the context of her discussion of the

State Department defendants' arguments regarding her failure to

sufficiently allege the first element of a prima facie case of

political    discrimination      (i.e.   that     defendants     were   from   a

different    political   affiliation       than    her),   Flores    made   the


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following statement: "[I]f the Honorable Court finds that there's

a lack of specificity as to political affiliation, then Plaintiff

would request leave to file the corresponding amended complaint."

Flores did not file a separate motion for leave to amend the

complaint thereafter.

            On October 27, 2011, the district court issued an opinion

and order finding that Flores' complaint failed to state any claim

upon which relief could be granted. It dismissed Flores' political

discrimination claim with prejudice, and her ADA, Rehabilitation

Act, and Title VII claims, as well as the claims pursuant to Puerto

Rico law, without prejudice.       In its opinion and order, the

district court found that Flores had conceded that she had failed

to sufficiently allege the first element of a prima facie case of

political discrimination and determined that an amendment regarding

that element would be futile because the complaint also failed to

sufficiently allege the second element: defendants' knowledge of

her political affiliation.    The district court also went over the

rest of Flores' claims and found none of them plausible.

            Flores filed this timely appeal.   She does not dispute

the district court's finding that the complaint failed to state a

claim.   She unequivocally declares that "[t]his case comes to

appeal on the sole basis that the trial judge erred in denying

Plaintiff the opportunity to amend the Complaint."         (emphasis

omitted).     She requests that we reverse the district court's


                                 -4-
refusal to grant leave to amend the complaint.       We decline to do

so.

                           II. Discussion

A.    Standard of Review

            When a district court has issued a scheduling order

pursuant to Fed. R. Civ. P. 16(b) stating that amendments will be

allowed for "good cause shown," as was the case here, the district

court's determination of the existence or absence of good cause is

reviewed for abuse of discretion.       O'Connell v. Hyatt Hotels, 357

F.3d 152, 155 (1st Cir. 2004) ("We review the district court's

refusal to extend a Rule 16(b) scheduling order for good cause

under an abuse of discretion standard.").          We "affirm if any

adequate reason for the denial is apparent from the record." Hatch

v. Dep't for Children, 274 F.3d 12, 19 (1st Cir. 2001).            "A

district court's exercise of discretion will be left untouched if

'the record evinces an arguably adequate basis for the court's

decision,' such as futility of the amendment."       Juárez v. Select

Portfolio Servicing, Inc., No. 11-2431, slip op. at 12-13 (1st Cir.

Feb. 12, 2013) (quoting Hatch, 274 F.3d at 19).

            Moreover, "[o]ur   case law clearly establishes that Rule

16(b)'s 'good cause' standard, rather than Rule 15(a)'s 'freely

give[n]' standard, governs motions to amend filed after scheduling

order deadlines."   Trans-Spec Truck Serv. v. Caterpillar Inc., 524

F.3d 315, 327 (1st Cir. 2008) (citing O'Connell, 357 F.3d at


                                  -5-
154-55).    The "good cause" standard focuses on the diligence (or

lack thereof) of the moving party more than it does on any

prejudice to the party-opponent.       Steir v. Girl Scouts of the USA,

383 F.3d 7, 12 (1st Cir. 2004) (citing O'Connell, 357 F.3d at 154-

155).

B.   Analysis

            In this Circuit, "where the federal district courts . . .

are flooded with hundreds of political discrimination cases, many

of which are appealed, "Sánchez-López v. Fuentes-Pujols, 375 F.3d

121, 126 (1st Cir. 2004), there should be no doubt that to set

forth a prima facie case,

            a plaintiff must establish four elements: (1)
            that the plaintiff and defendant have opposing
            political affiliations, (2) that the defendant
            is aware of the plaintiff's affiliation, (3)
            that an adverse employment action occurred,
            and (4) that political affiliation was a
            substantial or motivating factor for the
            adverse employment action.

Torres-Santiago v. Municipality of Adjuntas, 693 F.3d 230, 236 (1st

Cir. 2012) (quoting Méndez-Aponte v. Bonilla, 645 F.3d 60, 64 (1st

Cir. 2011)) (additional citation omitted).            Failure to properly

allege any of these elements may result in the dismissal of an

action for failure to state a claim.

            In her brief before this court, Flores sets forth several

facts she claims she would have included in an amended complaint to

establish   the   State   Department    defendants'    knowledge   of   her

political affiliation.     Those facts in turn center on the argument

                                  -6-
that   she    kept      pictures     in   her   office    that   displayed    her

participation      in    political    activities    and   portrayed   her    with

several former governors whose political affiliation was opposite

to that of defendants.             Since they necessarily had to see the

pictures when they went into her office, Flores posits, they had to

have knowledge of her political affiliation.               But such after-the-

fact explanations cannot mend Flores' failure to request leave to

amend within the deadlines designated by the district court or to

properly request leave to amend after the deadline by showing that

"good cause" existed.        While the pertinent inquiry is, of course,

whether the district court abused its discretion in finding that

allowing an amendment would have been futile, we will affirm if

"any adequate reason for the denial is apparent from the record."

Hatch, 274 F.3d at 19.

             As   stated    above,    Flores'    statement   that   she   "would

request leave to amend" did not include an explanation as to the

reasons that would have justified granting such leave under the

"good cause" standard the district court was required to measure

the request by.      Flores did not even attempt to justify the request

despite the fact that the deadlines set in the scheduling order had

already passed, and there should have been no doubt that the

applicable standard was "good cause" since the order explicitly

said so.     Additionally, Flores failed to take advantage of the

twenty-one day period to amend her complaint as a matter of course


                                          -7-
after each motion to dismiss was filed.             See Fed. R. Civ. P.

15(a)(1)(B).

            During oral arguments, Flores conceded that the district

court could have validly refused to construe her statement as a

request for leave to amend and could have chosen to ignore it all

together.    She contended, however, that once the district court

entertained her lame statement as a request, the court could not

make a futility finding based on the failure to expressly request

leave to amend the second element of her prima facie case.        Once it

entertained the request, says Flores, it automatically had to grant

leave to amend the entire complaint and was required to presume

that Flores would do so and that the result would be a complaint

that plausibly alleged all claims.           Flores failed to cite to any

case law in support of this proposition.

            This failure, however, is not surprising given that she

essentially argued that a request for leave to amend that does not

include a proposed amended complaint or give details as to how the

complaint would be amended if leave were granted, virtually shields

a plaintiff from any scrutiny under a futility analysis.         In other

words, she was asking this court to find that, because she withheld

details about the amended complaint that she allegedly had in mind,

she was somehow immune from the well-settled principle that a court

may perform    an   analysis   under   the    Rule 12(b)(6)   standard   to

determine if an amendment would be futile.         See Platten v. HG Berm.


                                   -8-
Exempted Ltd., 437 F.3d 118, 132 (1st Cir. 2006).          For reasons that

are so evident that we need not dwell on, we will not validate this

theory, as doing so would essentially benefit those who, like

Flores, fail   to    diligently   and    properly   move   to   amend   their

complaints.

           In this case, Flores merely alerted the district court

that she would move to file an amended complaint if her allegations

relating to the first element of her prima facie case were found to

be ineffectual. She made no mention of a proposed amendment to the

second element of her prima facie case, even though, in their

motion to dismiss, the State Department defendants clearly and

particularly challenged the sufficiency of the pleadings as to that

element.   The district court thus acted within its discretion in

assuming only the allegations relating to the first element would

be amended and in concluding that the complaint would not survive

a 12(b)(6) motion.

           Flores confidently asserts in her brief that "[a]t the

state of the proceedings as of October 27th 2011, [the] date [o]n

which the District Court rendered its Opinion and Order . . .

Plaintiff was entitled to an adequate and reasonable opportunity to

amend her complaint." (emphasis omitted). However, Flores did not

make her   statement announcing that she would request leave to

amend, if the court ruled against her, until forty-one days after

the deadline set in the scheduling order, and eleven days after the


                                   -9-
deadline for conclusion of the pleading stage. Despite facing this

daunting scenario, she failed to even attempt to show "good cause."

We have explained in the past that Rule 16(b) allows district

courts to manage their over-burdened case loads and "litigants

cannot be permitted to treat a scheduling order as a 'frivolous

piece of paper idly entered, which can be cavalierly disregarded

without peril.'"   O'Connell, 357 F.3d at 155 (quoting Johnson v.

Mammoth Recreations, Inc., 975 F.2d 604, 610 (9th Cir. 1992)).   We

need not go any further.

                           III.   Conclusion

          For the reasons elucidated above, we affirm.




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