                     United States Court of Appeals
                           FOR THE EIGHTH CIRCUIT
             ___________

             No. 00-1238
             ___________

Douglas B. Gardner; Inara H.              *
Gardner,                                  *
                                          *
             Plaintiffs-Appellants,       *
                                          *
      v.                                  *
                                          *
Steven Heineman, individually and         *
as independent executor of the estate     *
of Ralph Heineman, deceased,              *
                                          *
                Defendant-Appellee,       *
--------------------                      *
Steven Heineman, individually and         *
as independent executor of the estate     *
of Ralph Heineman, deceased,              *
                                          *
             Third Party Plaintiff,       *
                                          *
      v.                                  *
                                          *
D.N.I. Financial Corporation; DNI         *
Properties, Inc.; Travel Designs, Inc.,   *
                                          *
             Third Party Defendants.      *

             __________                       Appeals from the United States
                                              District Court for the Eastern
             No. 00-1239                      District of Missouri.
             __________
                                                  [UNPUBLISHED]
Douglas B. Gardner; Inara H. Gardner, *
                                            *
                Plaintiffs-Appellees,       *
                                            *
        v.                                  *
                                            *
Steven Heineman, individually and as        *
independent executor of the estate of       *
Ralph Heineman, deceased,                   *
                                            *
                Defendant-Appellant,        *
--------------------                        *
Steven Heineman, individually and as        *
independent executor of the estate of       *
Ralph Heineman, deceased,                   *
                                            *
                Third Party Plaintiff-      *
                       Appellant,           *
        v.                                  *
                                            *
D.N.I. Financial Corporation;               *
                                            *
                Third Party Defendant,      *
                                            *
DNI Properties, Inc.;                       *
                                            *
                Third Party Defendant-      *
                       Appellee,            *
                                            *
Travel Designs, Inc.;                       *
                                            *
                Third Party Defendant.      *
                                       ___________

                             Submitted: November 17, 2000

                                  Filed: November 22, 2000

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                                    ___________

Before BYE, HEANEY, and FAGG, Circuit Judges.
                            ___________

PER CURIAM.

       Douglas B. and Inara H. Gardner owned real estate know as the Executive
House. They signed a $1 million promissory note secured by a second deed of trust in
Ralph Heineman's favor. The parties later modified the loan agreement, limiting
interest payments to the property's cash flow. After the Gardners refused further
modification, Heineman foreclosed on the property in 1996. The Gardners filed a
lawsuit in Missouri state court alleging fraud, breach of contract, promissory estoppel,
and breach of an implied covenant of fair dealing. Heineman removed the case to
federal court, filed a counterclaim, and moved to dismiss the Gardners' complaint. The
district court granted the motion, concluding the complaint failed to state a claim.
Forty-two days later, the Gardners filed a motion to amend the dismissed complaint.
The district court denied the motion to amend because the Gardners did not show any
valid reason for failing to amend the complaint before the dismissal ruling, and because
the additional facts pleaded in the proposed amended petition did not cure the initial
petition's defects. Heineman filed a motion to amend his counterclaim, and the district
court denied that motion because Heineman filed to show a valid reason for not filing
the counterclaim before the dismissal. The Gardners filed a counterclaim in response
to Heineman's motion, and the district court dismissed the Gardners' counterclaim
because the counterclaim was an attempt to revive the claims dismissed in the
Gardners' initial complaint. The district court granted a final judgment under Federal
Rule of Civil Procedure 54(b).

       The Gardners appeal, asserting the district court committed error in dismissing
their complaint, in denying them leave to amend the complaint, and in dismissing their
counterclaim. Heineman cross-appeals, asserting the district court committed error in

                                          -3-
denying him leave to file an amended counterclaim. Having carefully reviewed the
parties' briefs, the record, and the applicable law, we conclude the district court ruled
correctly. We affirm the district court's rulings in this state-law diversity case without
further opinion. See 8th Cir. R. 47B. We also grant Heineman's motion to strike the
Gardners' addendum to their reply brief. Thus, only parts of Count I and Count III in
Heineman's counterclaim remain for the district court's resolution.

      A true copy.

             Attest:

                     CLERK, U.S. COURT OF APPEALS, EIGHTH CIRCUIT.




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