          United States Court of Appeals
                     For the First Circuit
No. 15-1320

         NAJAS REALTY, LLC; PETRA BUILDING CORPORATION,

                     Plaintiffs, Appellants,

                               v.

SEEKONK WATER DISTRICT; ROBERT BERNARDO, individually and in his
  capacity as the Superintendent of the Seekonk Water District,

                     Defendants, Appellees,

      CHRISTOPHER HALKYARD, in his capacity as member of the
       Seekonk Water Board; CHRISTINE ALLEN, in her capacity
     as member of the Seekonk Water Board; PHILLIP CAMPBELL,
       in his capacity as member of the Seekonk Water Board;
      JOHN DOES 1-10; JANE ROES 1-10; XYZ CORPORATIONS 1-10,

                           Defendants.


          APPEAL FROM THE UNITED STATES DISTRICT COURT
                FOR THE DISTRICT OF MASSACHUSETTS

          [Hon. Judith G. Dein, U.S. Magistrate Judge]


                             Before

                 Torruella, Lynch, and Thompson,
                         Circuit Judges.


     Eric S. Brainsky, with whom Michael E. Levinson was on brief,
for appellants.
     John Joseph Davis, with whom Seth Brandon Barnett was on
brief, for appellees.
May 2, 2016
     THOMPSON,      Circuit   Judge.          This   action       stems    from     the

plaintiffs' purchase of a piece of land and the opposition the

defendants    mounted   to    the    plaintiffs'      plan    to       develop    that

property.     Plaintiffs responded by filing suit, claiming the

defendants' conduct violated various constitutional and state law

provisos but the suit never made it past the pleadings stage.                      The

district court granted judgment on the pleadings in favor of the

defendants and, after taking a fresh look, we affirm.

                            I. FACTUAL BACKGROUND

     Since this appeal follows a judgment on the pleadings, we

take the facts from the pertinent pleadings and, here, that means

the amended complaint,1 the answer, the defendants' motion for

judgment on the pleadings, and the plaintiffs' opposition thereto

(with attached meeting minutes).              Grajales v. Puerto Rico Ports

Auth., 682 F.3d 40, 43 (1st Cir. 2012).

     Plaintiff      Najas   Realty,    LLC    ("Najas")      is    a    real   estate

development   and    property    holding      company   and       plaintiff       Petra

Building Corporation ("Petra") is a home building company.                        Both

are based in Rhode Island and both have the same principal owner.

Defendant Seekonk Water District (the "Water District") is an

independent    governmental         entity    charged     with         ensuring     and



     1 For the most part, and for ease of reference, we will refer
to this as the complaint.     The exception will be when we need
to distinguish between different versions of the complaint.


                                      - 3 -
maintaining safe drinking water in Seekonk, Massachusetts (the

"Town").    Defendant    Robert    Bernardo   is   the   Water    District's

Superintendent.

      In early 2012, Najas purchased a ten-acre parcel of land in

Seekonk (the "Property").      It filed a preliminary subdivision plan

application with the Seekonk Planning Board seeking to construct

a ten-lot subdivision on the Property, to be called Pine Hill

Estates (the "Pine Hill project").

      The Seekonk Board of Health met to discuss the proposal and

Bernardo spoke at the meeting.         He expressed concern, which the

plaintiffs call bogus, that the proposed subdivision could impact

the Town's public water supply given its proximity to one of the

Town's wells, known as GP-4.       Bernardo contended that the soil in

the   vicinity   of   GP-4   had   elevated   nitrate    levels   due   to   a

malfunctioning septic system that serviced a nearby middle school,

and he asked the Board to consider this fact when contemplating

whether and how the Property should be developed.2                After some

debate, the Board of Health decided to require Najas to perform a

nitrate loading analysis as part of its definitive plan submission,

which, according to plaintiffs, was a costly endeavor.




      2According to Bernardo (said at a later meeting), nitrates
are "organic compounds and when found in drinking water it is
typically from sewage disposal systems or fertilizers; they are
colorless, tasteless, and odorless and can't be boiled away."


                                    - 4 -
     Later on in the meeting, after the plaintiffs' representative

had left, Bernardo and the board members spoke more about how to

deal with the potential impact of the Pine Hill project, at which

point Bernardo said (among other things) that he wanted Najas "to

go away" and that it should be made to "jump every hurdle."

Bernardo also explained that Najas had outbid the Water District,

which, at some point, had tried to purchase the Property in an

effort to "protect" it.3

     The Town's Board of Selectman also convened to discuss the

Pine Hill project.4   Bernardo appeared at that hearing and repeated

his concerns about increased nitrate levels in the area of the

Property.   He suggested that increased nitrates from the Pine Hill

project's proposed septic systems could lead to health issues for



     3 In their motion for judgment on the pleadings, defendants
claim that it was actually the Seekonk Community Preservation
Committee, and not the Water District, that sought to purchase the
Property but that the Water District supported this proposed
purchase out of concern that any development of the site would
threaten the Town's public water supply. However, in the minutes
of one of the meetings where Pine Hill was discussed, Bernardo
indicated that the Water District had tried to purchase the
property.
     4 Around this same time, Najas had another residential
development in the works, Orchard Estates. Najas and the Water
District butted heads over that project too.        With Bernardo
claiming water quality concerns, the Water District voted to
require Najas to "loop" the Orchard Estates water line, as opposed
to allowing a less costly "dead ended" line. In the complaint,
Najas suggests that this costly requirement came at the eleventh
hour, causing substantial construction delays and further damages,
and was simply another attempt to harass and hinder Najas.


                                - 5 -
the residents of Seekonk, including the risk of pregnant or nursing

mothers having their infants contract "Blue Baby Syndrome," a

severe   medical    condition      that    causes     infants     to    asphyxiate.

Bernardo reiterated similar concerns at a joint meeting between

the   Board   of   Health,   the   Board       of   Selectmen,    and    the   Water

District, which was convened given the concerns that had been

raised   about     the   Pine   Hill      project.       Again,    according      to

plaintiffs, the unease Bernardo voiced was unfounded.

      A couple of months later, following Najas's completion of the

special nitrate loading analysis and submission of its definitive

subdivision plan, the Board of Health met to discuss the plan.

There plaintiffs presented evidence that purported to show that

the Pine Hill project satisfied the regulatory requirements for

septic systems and that the nitrate levels in the area of the GP-

4 well were within regulatory limits.               The Board of Health voted

to approve the nitrate loading analysis and the Pine Hill project.

      The Planning Board held a public hearing a month later.

Although the Planning Board's peer review engineer had not raised

any concerns regarding the nitrate level in the area or potential

groundwater contamination, Bernardo appeared at the meeting to

again voice worry about the Pine Hill project's impact on the

public water supply, including the potential health consequence of




                                       - 6 -
Blue Baby Syndrome.5         He suggested that the project could cause

the Town to spend hundreds of thousands of dollars dealing with

the increased nitrates and that the data Najas engineers had

submitted to the Board of Health was false.                   After convening to

review the data, the Planning Board denied the Pine Hill project.

      Najas appealed to the Massachusetts Land Court and ultimately

settled that matter by agreeing to reduce the number of lots from

ten to nine and to shorten the road length.                   The Planning Board

took up the revised plan at another public meeting; again Bernardo

was there sounding the alarm on the water contamination issues.

This time the Planning Board approved the Pine Hill project.

Undeterred, the Water District filed a petition with the Planning

Board to rescind and/or modify the approved plan.

      Prior to the hearing on the petition, according to the

plaintiffs,      Bernardo    embarked    on     a   campaign     of    defamation,

spreading the same supposed falsehoods about the Pine Hill project

leading to public water contamination and Blue Baby Syndrome.                    At

the   Planning    Board     hearing,    Bernardo    raised     the     same   health

concerns, again cautioned the board about the potential cost to

the Town, and suggested that potential buyers of the future homes

could be opening themselves up to legal action.                       The Planning

Board     was   not   convinced   and   it     denied   the    Water    District's


      5Prior to the meeting, a Planning Board member raised
concerns similar to Bernardo's in a local newspaper article.


                                       - 7 -
petition.         The Pine Hill project went ahead as planned, though the

plaintiffs        claim     one    more   transgression,       which     is    the   Water

District unreasonably delaying acting on Najas's application to

connect      the     Pine    Hill     project       to   the   public    water       supply

infrastructure.

                                  II. TRAVEL OF THE CASE

       The plaintiffs filed suit, the operative complaint for our

purposes being the amended complaint.                    In essence, it alleged that

the concerns Bernardo raised about the Pine Hill project's impact

on    the   Town's     water       supply    were    baseless,    inflammatory,        and

defamatory, and part of a retaliatory campaign by Bernardo and the

Water District meant to "interfere with and ultimately destroy"

the   plaintiffs'         businesses        and   reputations.       The      plaintiffs'

theory      was    that     the     defendants      were   seeking      to    punish    the

plaintiffs for outbidding the Water District on the Property, to

penalize them for seeking to develop it, and to coerce them into

abandoning the project.               Plaintiffs alleged that they suffered

hundreds of thousands of dollars in damages, some stemming from

home buyers walking away from lots they had reserved.

       As for the legal nuts and bolts, the plaintiffs claimed that

Najas deprived them of their constitutional rights, pursuant to 42

U.S.C. § 1983, and state law rights, citing the state-law analogue

to § 1983, the Massachusetts Civil Rights Act ("MCRA"), Mass. Gen.

Laws Ann. ch. 12, § 11I.                    Counts I and III contained First


                                            - 8 -
Amendment retaliation claims that, respectively, concerned Najas's

right to petition and freedom of speech, with Counts II and IV

presenting the corresponding Massachusetts claims.6           Count XI was

a Fourteenth Amendment equal protection claim; Count X was its

state law equivalent.     And rounding out the constitutional claims

was Najas's Fourteenth Amendment substantive due process claim,

again both federal and state (Counts XII and XIII).                Finally,

there was Count XV, this one on behalf of both Najas and Petra,

for tortious interference with advantageous business relations.

      A few months after answering the amended complaint, the

defendants, pursuant to Federal Rule of Civil Procedure 12(c),

moved for partial judgment on the pleadings seeking dismissal of

the   above-chronicled    counts.      Defendants     maintained   that   the

plaintiffs had failed to mount a single viable cause of action.

      Plaintiffs opposed the motion, claiming that they had met

their pleading burden and, for support, attached the meeting

minutes from various pertinent board meetings.              The plaintiffs

also sought leave to file a second amended complaint.         The proposed

augmentations had to do with the plaintiffs' equal protection

claim;    specifically,   plaintiffs    sought   to    identify    similarly




      6We chart only the relevant counts. There were others (e.g.,
declaratory judgment and defamation counts) that the plaintiffs
voluntarily dismissed and, therefore, are not relevant to this
appeal.


                                    - 9 -
situated comparators and the disparate treatment they were subject

to.7

       The district court was unconvinced on all fronts.    It ruled

for the defendants, granting judgment in their favor on all of the

disputed counts due to the plaintiffs' failure to state any viable

claims.    The court also denied plaintiffs' motion to amend the

amended complaint.     It concluded that the motion was futile

because, even with the new additions, the proposed second amended

complaint failed to state an equal protection claim.       After the

court granted the plaintiffs' motion to voluntarily dismiss the

remaining counts, final judgment was entered.

       Plaintiffs timely appealed.   To this court, they maintain

that the district court required too much at the pleading stage

and that the allegations plaintiffs put forth were more than

sufficient to warrant a denial of the motion for judgment on the

pleadings.

                       III. STANDARD OF REVIEW

       We review de novo a trial court's order entering judgment on

the pleadings under Federal Rule of Civil Procedure 12(c) and

dismissing the complaint.    Elena v. Municipality of San Juan, 677

F.3d 1, 5 (1st Cir. 2012).   We take all well-pleaded facts in the



       7
       More to be said later but this information could have been
relevant since plaintiffs were advancing a class of one equal
protection theory.


                               - 10 -
light    most   favorable   to   the    non-moving   party   and    draw   all

reasonable inferences in that party's favor.             Gray v. Evercore

Restructuring L.L.C., 544 F.3d 320, 324 (1st Cir. 2008).                   If,

after we separate these accepted-as-true factual allegations from

any conclusory legal ones (these need not be credited), Grajales,

682 F.3d at 45, we find that "the complaint fails to state facts

sufficient to establish a claim to relief that is plausible on its

face," we must affirm the trial court's judgment on the pleadings.

Gray, 544 F.3d at 324 (citation omitted).

                             IV. DISCUSSION

        Before getting underway with our analysis, we deal with a

couple of preliminary issues.          With respect to the § 1983 claims,

plaintiffs must plausibly plead two essential elements, "(i) that

the conduct complained of has been committed under color of state

law, and (ii) that this conduct worked a denial of rights secured

by the Constitution or laws of the United States."                 Rodríguez-

Reyes v. Molina-Rodríguez, 711 F.3d 49, 55 (1st Cir. 2013).            There

is no dispute that Bernardo was acting under the color of state

law and, therefore, we focus on whether his conduct encroached on

the plaintiffs' constitutional rights.

        Further narrowing things is the fact that the parties agree

that the MCRA and § 1983 operate co-extensively and so we will not




                                  - 11 -
conduct any separate state law analysis.8          Lyons v. Nat'l Car

Rental Sys., Inc., 30 F.3d 240, 245-46 (1st Cir. 1994) (citing

Batchelder v. Allied Stores Corp., 473 N.E.2d 1128, 1131 (Mass.

1985)).

     With that said, we proceed to plaintiffs' claims.

                      A. First Amendment Claim

     When   a   government   actor   retaliates   against   someone   for

exercising constitutionally protected First Amendment rights, that

individual has a cognizable retaliation claim pursuant to § 1983.9

Powell v. Alexander, 391 F.3d 1, 16 (1st Cir. 2004).        To make out

a valid claim, a plaintiff must first show that his conduct was

constitutionally protected and, second, he must show proof of a

causal connection between the allegedly protected conduct and the

supposedly retaliatory response.       Goldstein v. Galvin, 719 F.3d

16, 30 (1st Cir. 2013).




     8 There are a couple differences between the MCRA and § 1983,
the only pertinent one for our purposes being that "the MCRA is
narrower than § 1983 in that it limits its remedy to conduct that
interferes with a secured right 'by threats, intimidation or
coercion.'" Nolan v. CN8, 656 F.3d 71, 76 (1st Cir. 2011) (citing
Mass. Gen. Laws Ann. ch. 12, § 11H). Because we find that the
facts alleged do not amount to viable § 1983 claims, they would
necessarily fail to pass this narrower test.
     9 This is the general rule for how to state a cognizable
retaliation claim but, as we will explain, things are a little
different when the alleged retaliatory act is itself government
speech.


                                - 12 -
      On the first point, the First Amendment protects (among other

things) the right to free speech and the right to petition all

branches   of    the     government.          Powell,   391    F.3d    at    16.        The

plaintiffs here claim to have exercised both such rights, the

protected petitioning conduct being Najas's submission of the Pine

Hill project applications, and the free speech being Najas speaking

in favor of the Pine Hill project, a matter of public concern

according to plaintiffs.

      However, we are not sure we can get on board with plaintiffs'

contention that they engaged in protected petitioning conduct and

free speech.           It is not clear that Najas's submission of a

development      application       would      be    constitutionally         protected

petitioning conduct.         Compare EJS Props., LLC v. City of Toledo,

698 F.3d 845, 863 (6th Cir. 2012) (finding that a zoning request,

because it is akin to generally seeking redress from a government

official, constitutes protected petitioning conduct), with WMX

Tech.,   Inc.     v.     Miller,   197     F.3d    367,   372    (9th       Cir.   1999)

(concluding that an application for a major use permit was not

equivalent to a constitutionally protected petition for redress to

the   government).          And    it    is     questionable     whether       Najas's

advocating as a developer for one of its projects would comprise

commentary      on   a   matter    of    public     concern,    such    that       it   is

constitutionally protected speech.                 See Levinsky's, Inc. v. Wal-

Mart Stores, Inc., 127 F.3d 122, 132 (1st Cir. 1997) (providing


                                        - 13 -
that issues of public concern are those "fairly considered as

relating to any matter of political, social, or other concern to

the community").

     But, because it is clear that plaintiffs cannot satisfy the

second prong of the test -- establish a causal connection between

the protected conduct and the alleged retaliatory response -- we

will go ahead and assume that the plaintiffs' petitioning and

speech were constitutionally protected.       That takes us to the

retaliation piece and, like we said, plaintiffs don't get far.

The claim that Bernardo and the Water District's opposition to the

Pine Hill project was a retaliatory response to the plaintiffs

submitting for approval, and advocating on behalf of, the Pine

Hill project is not plausible on its face.10

     Plaintiffs    point   to    Bernardo's    "fabricated,   false,

inflammatory, and baseless statements" that the Pine Hill project

would contaminate the Town's water supply potentially leading to


     10 To this court, plaintiffs focus on the Pine Hill project
but make one quick reference to the Orchard Estates project. They
cite, as an example of retaliatory behavior, the "financially
onerous design and construction requirements" that were imposed in
connection with that project, presumably referring to the looping
of the water line and the attendant delay. To the extent this
argument is developed enough to be preserved, plaintiffs have not
plausibly alleged that the looping requirement was not justified
and was imposed as pay back.     The fact that Bernardo's initial
focus, in suggesting the line be looped, was related to water
pressure, and that he later cited "water quality" as a concern,
does not nudge this claim from possible to plausible.      And for
reasons we will get into, Bernardo had his own First Amendment
rights.


                                - 14 -
increased nitrate levels and causing infants to develop Blue Baby

Syndrome.    However, there is no indication in the record, other

than    plaintiffs'   say-so,   that   Bernardo's   concerns   about   the

project's impact on water were not genuinely held.11

       Bernardo   continually   voiced    the   same   worry   about   the

project's impact on the water supply, both before various boards

and in the motion to rescind or modify the Pine Hill project.          It

was a concern that, according to the Board of Health meeting

minutes plaintiffs provided, members of the board shared even


       11
        Plaintiffs suggest that newly discovered evidence, which
they submitted to the district court via a supplemental memorandum
of law in support of the motion to amend the amended complaint,
shows that Bernardo's concerns about nitrate levels were fiction.
We are not persuaded. The Seekonk Water District's 2014 Consumer
Confidence Report, which showed that the nitrate level in the
Town's water was within normal limits, came out at least a year
and a half or so after Bernardo initially raised concerns and,
even so, does not mean that his concern about the Pine Hill project
potentially increasing this number was frivolous. The June 2004
Massachusetts Department of Environmental Protection ("MADEP")
report, which plaintiffs cite to show that MADEP was concerned
that all Town wells were susceptible to contamination, is even
less helpful. It was penned eight years before Bernardo raised
his concerns, and we fail to see why, as plaintiffs suggest, this
means that the defendants' specific concerns about the nitrate
level around GP-4 were false. The random couple of emails
plaintiffs produced are similarly not supportive. Bernardo asked
in one email what ways the Water District might be able to stop
the Pine Hill project.     This is fully consistent with his oft
repeated goal of preventing the project from going forward. As
for the second email, we can hardly make the leap that plaintiffs
would have us make, which is that the email, in which Bernardo
agreed that for political reasons Town residents did not need to
know how old the drinking water was, means that he "had no actual
concern for public health related to the quality of the water
supply." These supplemental filings do not edge the plaintiffs'
claims out of the realm of possible into plausible.


                                 - 15 -
before Bernardo made his pitch.          The minutes also reflect that the

septic system at the nearby middle school had been monitored since

1995 and Bernardo arrived with graphs in hand showing variable and

sometimes excessive nitrate levels in the area.

     At the Planning Board meeting, Bernardo repeated more of the

same but took things a step further, noting the correlation between

increased      nitrate    levels   and   Blue    Baby   Syndrome.      Though

plaintiffs call such a claim baseless and inflammatory, as the

district court found -- properly taking judicial notice of this

fact12 -- the United States Environmental Protection Agency has

explained: "Infants who drink water too high in nitrates can become

seriously ill and even die.         Symptoms include shortness of breath

and blue-tinted skin, a condition known as blue baby syndrome."

https://www.epa.gov/nutrientpollution/effects-human-health              (last

visited   on    Apr.     27,   2016).    And    the   additional    supposedly

groundless concern raised by Bernardo, that the potential clean-

up costs of any contamination would be high, was supported by the

Water District's treasurer (he was a certified public accountant

too) who spoke at the meeting.



     12See R.G. Fin. Corp. v. Vergara-Nuñez, 446 F.3d 178, 182
(1st Cir. 2006) (explaining that in connection with a motion for
judgment on the pleadings, "[t]he court may supplement the facts
contained in the pleadings by considering . . . facts susceptible
to judicial notice").




                                    - 16 -
     Indeed, though the Planning Board ultimately allowed the Pine

Hill project to go forward, bucking Bernardo's clear preference

otherwise,   there   evidently   was   some    level    of     agreement   with

Bernardo that there was cause for concern.                   Plaintiffs were

required to both reduce the number of lots and to install five

specially designed septic systems in the future residential lots

closest to the GP-4 well.

     All of this is to say that Bernardo had a duty, as the Water

District's superintendent, to raise objections he deemed valid and

it is hard to find any allegations in the complaint that Bernardo

was doing anything more than fulfilling this duty.               No doubt the

parties disagreed on the potential impact the Pine Hill project

would have on the Town's water, but the plaintiffs' allegation

that Bernardo's concerns were imagined and raised simply to get

even with plaintiffs is "too meager, vague, or conclusory to remove

the possibility of relief from the realm of mere conjecture."

S.E.C. v. Tambone, 597 F.3d 436, 442 (1st Cir. 2010) (en banc).13

     There   is   another   wrinkle.    Like    we     said,    in   the   First

Amendment free speech context, issues of public concern are those



     13 Plaintiffs also allege in the complaint that the defendants
"intentionally and unreasonably delayed" acting on Najas's
application to connect Pine Hill to the Town's public water supply
infrastructure. They say no more than this. When an allegation
is so threadbare that it omits any meaningful content, we treat it
as a naked conclusion. A.G. ex rel. Maddox v. Elsevier, Inc., 732
F.3d 77, 81 (1st Cir. 2013). That is the case here.


                                 - 17 -
"fairly considered as relating to any matter of political, social,

or other concern to the community."               Levinsky's, Inc., 127 F.3d

at   132.      There    is    little     doubt    that   speech    regarding     a

development's impact on the public water supply and, by extension,

its impact on resident health, touches on matters of public

concern.     And, as superintendent of the Water District, Bernardo

was charged with maintaining safe drinking water for the Town's

residents.     As this court has explained, "[n]ot only do public

officials have free speech rights, but they also have an obligation

to speak out about matters of public concern."                 Goldstein, 719

F.3d at 30.     For this reason, courts are not typically receptive

to retaliation claims arising out of government speech.               Id.    This

case certainly does not persuade us to deviate from this trend.

     Plaintiffs have failed to plead a plausible unconstitutional

retaliation claim.      We move on to their equal protection offering.

                        B. Equal Protection Claim

     Citing the same facts that support the retaliation claim,

plaintiffs     charge   the    defendants       with   violating   their     equal

protection rights.       They advance a class of one theory, which

means that the aggrieved parties were singled out for reasons

unique to them, not because of their membership in a particular

group.      Snyder v. Gaudet, 756 F.3d 30, 34 (1st Cir. 2014).                  To

prevail, plaintiffs would need to show that Bernardo and the Water

District     intentionally     treated     them    differently     from     others


                                       - 18 -
similarly situated and there was no rational basis for this

disparate treatment.       Id.     Based on how the plaintiffs have pled

the claim, they would also need to show that the differential

treatment "was motivated by 'bad faith or malicious intent to

injure.'" Id. (citing Rubinovitz v. Rogato, 60 F.3d 906, 911 (1st

Cir. 1995)).

        We have no trouble concluding that the complaint fails to

allege    a   plausible   equal       protection   claim.     The    two     equal

protection       counts   (state      and     federal)   simply     rehash     the

plaintiffs' retaliation claims, relying on the same operative

facts     with    a   couple     of    buzzwords     like   "disparate"       and

"unprecedented" thrown in to describe the defendants' conduct.

Nothing more is given.         This is not sufficient.      See Rosaura Bldg.

Corp. v. Municipality of Mayaguez, 778 F.3d 55, 68 (1st Cir. 2015)

(finding that simply rehashing a First Amendment retaliation claim

is not sufficient to make out a valid equal protection claim).

        Plaintiffs do not even attempt to allege the existence of any

similarly situated comparators, and as our analysis in the previous

section likely makes clear, they fail to state a plausible claim

that bad faith or malice were the driving factors behind Bernardo

and the Water District's opposition to the Pine Hill project.

"[O]nly in extreme circumstances will a land-use dispute give rise

to an equal protection claim."              Torromeo v. Town of Fremont, 438




                                      - 19 -
F.3d 113, 118 (1st Cir. 2006) (citation omitted).   This is not one

of those circumstances.

     The plaintiffs make a last ditch effort to get around these

deficiencies by arguing that even assuming they needed to identify

comparators at the pleadings stage, the proposed second amended

complaint did just that and, as a result, the district court should

have granted their motion to amend.       Employing the abuse of

discretion standard the denial of a motion to amend warrants, and

deferring to the district court's hands-on judgment as we must, we

conclude that the court had sufficient reason to deny the request.

Aponte-Torres v. Univ. of Puerto Rico, 445 F.3d 50, 58 (1st Cir.

2006).

     Though the proposed second amended complaint identified ten

subdivisions or land use projects that had been built in the Town,

which the Water District and/or Bernardo had reviewed the plans

for, it in no way explained how the projects were similarly

situated, for example, where they were located, when they were

built, whether they were built on environmentally sensitive sites,

or their proximity to GP-4 or other Town water sources.   This does

not cut it, even at the pleading stage.14   See, e.g., Freeman v.



     14Because plaintiffs fail to set forth a believable bad faith
or malice claim, their argument that the degree of similarity
between comparators should be relaxed, relying on Cordi-Allen v.
Conlon, 494 F.3d 245, 251 n.4 (1st Cir. 2007), is unavailing.
Even so, their claim would fail the more relaxed standard.


                              - 20 -
Town of Hudson, 714 F.3d 29, 39-40 (1st Cir. 2013) (concluding

that the complaint's "failure to do more than conclusorily state

that the [plaintiffs] were both similarly situated to and treated

differently from unspecified 'other contractors' is insufficient

to survive the defendants' motion to dismiss").               On top of this,

the proffered additions to the complaint did not address the

complaint's other infirmity, the absence of a believable bad faith

or     malice   claim.       Given   these     shortcomings,       allowing      the

plaintiffs to amend the complaint would have been, as the district

court found, pointless.            If a proffered amendment would be an

exercise in futility, the district court does not need to allow

it.      Aponte-Torres,      445   F.3d   at   58.     We   find    no   abuse   of

discretion.

       In sum, plaintiffs' equal protection claim fails as pled, and

the district court correctly precluded plaintiffs from augmenting

it.    The next claim fares no better.

                      C. Substantive Due Process Claim

       Plaintiffs, again pointing to the defendants' opposition to

Pine    Hill    and   the   requirements     imposed   on   their    development

projects, allege that their substantive due process rights were

violated.        In order to assert a viable substantive due process

claim, a plaintiff has "to prove that they suffered the deprivation

of an established life, liberty, or property interest, and that

such deprivation occurred through governmental action that shocks


                                     - 21 -
the conscience."      Clark v. Boscher, 514 F.3d 107, 112 (1st Cir.

2008)    (emphasis   in   original).       We   conclude,      without    serious

question, that plaintiffs fall short.

        For starters, we are unclear as to what deprivation plaintiffs

contend they have suffered.         Oddly they claim to have been deprived

of life and liberty in their brief.           Property appears a better fit

but even that does not seem quite right.            Plaintiffs did not lose

out on any land and were not precluded from developing.                Both Pine

Hill and Orchard Estates went forward as planned, albeit with some

requirements plaintiffs are not happy with.               In any event, even

assuming they have alleged a valid deprivation, plaintiffs have

not plausibly alleged conscience-shocking government behavior.

        In the context of land use disputes, "[s]ubstantive due

process is a constitutional cause of action that leaves the door

'slightly     ajar   for     federal       relief   in     truly      horrendous

situations.'"     Id. (quoting Néstor Colón–Medina & Sucesores, Inc.

v. Custodio, 964 F.2d 32, 45 (1st Cir. 1992)).                      It is not a

doctrine to be invoked to challenge discretionary determinations

of   local   decision     makers.    Id.      Despite    all   of    plaintiffs'

protestations otherwise, this matter is far more akin to a run-

of-the-mill land use case than an abhorrent scenario.                    At most,

plaintiffs have plausibly alleged that Bernardo and the Water

District were doggedly persistent in their belief that the Pine

Hill project would harm that Town's water, a concern that does not


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(according to the record) appear baseless, and is one that Bernardo

was obligated to explore.           This is hardly the "brutal, demeaning,

and harmful" stuff that makes a substantive due process claim.

Elena, 677 F.3d at 7.

      No   more    need    be     said.      Plaintiffs     have     not   alleged   a

plausible-on-its-face substantive due process claim.15

                  D. Tortious Business Interference Claim

      The plaintiffs included a claim against Bernardo individually

for    intentional         interference           with    business       expectation,

opportunity,      and     advantage.         In    it    they   called     Bernardo's

"actions, statements, and publications" regarding the Pine Hill

project    a   direct      attempt     to    interfere     with    their    business

relations, alleging the actions were malicious and in retaliation

for the plaintiffs outbidding the Water District for the Property

and seeking to develop it.

      But,     according     to    Massachusetts         common    law,    "a   public

official, exercising judgment and discretion, is not liable for

negligence or other error in the making of an official decision if

the official acted in good faith, without malice, and without

corruption."       Nelson v. Salem State Coll., 845 N.E.2d 338, 348

(Mass. 2006).       The rule is "that [t]here is every presumption in


      15Since we have found no merit to any of plaintiffs'
constitutional claims, we do not need to address Bernardo's
contention that he is entitled to qualified immunity from suits
filed pursuant to § 1983 and the MCRA.


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favor of the honesty and sufficiency of the motives actuating

public   officers    in   actions    ostensibly    taken    for    the   general

welfare."       S.    Boston   Betterment      Trust       Corp.    v.    Boston

Redevelopment Auth., 777 N.E.2d 812, 820 (Mass. 2002) (alteration

in original).

      Defendants argue that Bernardo is entitled to this immunity.

We agree.    For the reasons set forth above, which we see no reason

to rehash, the complaint failed to state a plausible claim that

bad faith or malice, as opposed to a concern for the Town's

residents'    general     welfare,     motivated    Bernardo's       behavior.

Plaintiffs' conclusory allegations otherwise are not enough.               With

Bernardo entitled to immunity on this state law claim, the court

properly dismissed it.

                               V. CONCLUSION

      What the plaintiffs needed to give were sufficient facts to

state plausible-on-their-face claims, ones that gave "rise to more

than a mere possibility of liability."         Grajales, 682 F.3d at 44-

45.   That is not what we got.        The district court's dismissal of

each of the subject claims was warranted.

      Affirmed.




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