                            NOT FOR PUBLICATION

                    UNITED STATES COURT OF APPEALS                             FILED
                            FOR THE NINTH CIRCUIT                               MAY 29 2014

                                                                            MOLLY C. DWYER, CLERK
                                                                             U.S. COURT OF APPEALS

CINDY HUNG, deceased; et al.,                     No. 12-16257

              Plaintiffs - Appellants,            D.C. No. 3:11-cv-04990-WHA

  v.
                                                  MEMORANDUM*
TRIBAL TECHNOLOGIES and
GLENBOROUGH 400 ECR, LLC, a
California limited liability company,

              Defendants - Appellees.


                    Appeal from the United States District Court
                      for the Northern District of California
                     William Alsup, District Judge, Presiding

                        Argued and Submitted May 15, 2014
                             San Francisco, California

Before: GRABER, W. FLETCHER, and PAEZ, Circuit Judges.

       Li Ching Chu and Robert Ching Liang Hung, individually and as successors

in interest to decedent Cindy Hung (collectively, “Plaintiffs”), appeal the district

court’s grant of Defendants’ Tribal Technologies, Inc. (“Tribal”) and Glenborough



        *
             This disposition is not appropriate for publication and is not precedent
except as provided by 9th Cir. R. 36-3.
400 ECR, LLC’s (“Glenborough”) motions to dismiss for lack of subject matter

jurisdiction. Plaintiffs also appeal the district court’s denial of their motion for

leave to amend their complaint. We have jurisdiction under 28 U.S.C. § 1291. We

reverse and remand for further proceedings.

      The district court’s March 27, 2012 order denied Plaintiffs’ first motion for

leave to file an amended complaint because Plaintiffs had named three Doe

defendants. Plaintiffs’ subsequent second proposed amended complaint, dated

April 15, 2012, eliminated all Doe defendants as parties. Nonetheless, the court

denied Plaintiffs’ motion for leave to amend because “Plaintiffs ha[d] removed all

references to Doe defendants and replaced them with the term ‘Agents.’” The

April 15, 2012 complaint, however, does not refer to a party as “Agent” or by any

other fictitious name. The only two defendants listed in the title of the April 15,

2012 complaint are Tribal and Glenborough. See Fed. R. Civ. P. 10(a) (requiring

that “[t]he title of the complaint must name all the parties”). Although Plaintiffs

refer to “agents” and “employees” in the text of the complaint, it was error for the

district court to construe these references as substitutes for “Doe” defendants. We

therefore conclude that the district court abused its discretion when it denied

Plaintiffs’ motion for leave to file their second proposed amended complaint.




                                          -2-
      Because the district court dismissed Plaintiffs’ action, it did not rule on

Glenborough’s outstanding request to stay the case pending resolution of

Plaintiffs’ related state court case. On remand, the court should do so.

      REVERSED AND REMANDED.




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