          United States Court of Appeals
                     For the First Circuit


No. 15-2306



 COLLEGE HILL PROPERTIES, LLC; CARO STREET PROPERTIES, LLC; CLAY
    STREET PROPERTIES, LLC; PAUL F. GIORGIO; DIANA H. GIORGIO,

                     Plaintiffs, Appellants,

                               v.

CITY OF WORCESTER; DEPARTMENT OF BUILDING AND ZONING; DEPARTMENT
   OF HEALTH AND HOUSING INSPECTIONS; DEPARTMENT OF INSPECTIONAL
  SERVICES; BOARD OF PUBLIC HEALTH; WORCESTER POLICE DEPARTMENT;
MICHAEL V. O'BRIEN, City Manager, in his official and individual
 capacities; BARBARA HALLER, City Councilor, in her official and
  individual capacities; JOHN R. KELLY, Commissioner of Building
and Zoning, in his official and individual capacities; AMANDA M.
     WILSON, Director of Housing and Health Inspections, in her
       official and individual capacities; JOHN NORDBERG, Code
    Enforcement Officer and Housing and Health Inspector, in his
        official and individual capacities; JOHN CARLSON, Code
    Enforcement Officer and Housing and Health Inspector, in his
official and individual capacities; GARY J. GEMME, Police Chief,
in his official and individual capacities; JAMES SHUGRUE, Police
        Lieutenant, in his official and individual capacities,

                     Defendants, Appellees.


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

         [Hon. Timothy S. Hillman, U.S. District Judge]


                             Before

                   Lynch, Kayatta, and Barron,
                         Circuit Judges.
     Eric N. Stafford, with whom Jeffrey A. Denner and Jeffrey
Denner Associates, PC were on brief, for appellants.
     Kevin M. Gould, Assistant City Solicitor, with whom Wendy L.
Quinn, Assistant City Solicitor, and David M. Moore, City
Solicitor, were on brief, for appellees.


                          May 11, 2016
           LYNCH, Circuit Judge.             Plaintiff-appellants          College

Hill Properties, LLC; Caro Street Properties, LLC; Clay Street

Properties,      LLC;    Paul   F.   Giorgio;        and   Diana    H.     Giorgio

(collectively "College Hill") appeal the district court's grant of

the defendants' motion to dismiss under Federal Rule of Civil

Procedure 12(b)(6).       We affirm the district court's decision.

                                      I.

           Because College Hill appeals the dismissal of its claims

under Federal Rule of Civil Procedure 12(b)(6), we state the facts

as College Hill alleges them and draw reasonable inferences in its

favor.    See Maloy v. Ballori-Lage, 744 F.3d 250, 251 (1st Cir.

2014); Langadinos v. Am. Airlines, Inc., 199 F.3d 68, 69 (1st Cir.

2000).

           The     plaintiff-appellants        are     property     owners     who

privately lease units in Worcester, Massachusetts, to students

from the College of the Holy Cross ("Holy Cross").                       They have

brought   this    suit   alleging    that    defendant     City    of    Worcester

("Worcester"), through its zoning and code enforcement officials

and entities, engaged in a nefarious scheme, starting in 2009, to

selectively enforce the Worcester Zoning Ordinance and the state

Lodging House Act, Mass. Gen. Laws ch. 140, §§ 22–32.                         This

enforcement caused College Hill to reduce the number of tenants

per unit from four to three. The alleged purpose of this selective

enforcement was to pressure Holy Cross to make voluntary payments


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in lieu of property taxes to Worcester -- presumably because of

the pressure from reduced student housing, though that is unclear.

          College Hill resisted Worcester's effort in two ways.

First, after Worcester obtained an injunction in the Massachusetts

Housing Court Department ("Housing Court") against College Hill

for violations of the Lodging House Act, College Hill appealed to

the Massachusetts Appeals Court and then the Massachusetts Supreme

Judicial Court ("SJC").   College Hill maintained that the Lodging

House Act did not apply to its units.   Although College Hill lost

before the Housing Court and the Appeals Court, the SJC ultimately

held that the Lodging House Act did not apply to College Hill's

properties.   City of Worcester v. Coll. Hill Props., LLC, 987

N.E.2d 1236, 1240 (Mass. 2013).

          Then, in 2014, College Hill filed this complaint in the

state Superior Court against the City of Worcester, a number of

its departments, and various officials.    The complaint, brought

pursuant to 42 U.S.C. § 1983, alleged: (1) a regulatory taking

without just compensation in violation of the Fifth and Fourteenth

Amendments; (2) a substantive due process violation; and (3)

selective enforcement and disparate treatment in violation of the

plaintiffs' equal protection rights.    College Hill also alleged

violations of the Massachusetts Civil Rights Act, Mass. Gen. Laws

ch. 12, §§ 11H–11I. The defendants removed the case to the federal

district court in Massachusetts on January 9, 2015.   On February


                               - 4 -
9, 2015, the defendants filed a motion to dismiss for failure to

state a claim, arguing, inter alia, that the plaintiffs' claims

are   time-barred    by     the    applicable    three-year      statute     of

limitations, as the complained-of actions dated back to 2009 and

2010; that the complaint failed to make plausible claims against

the   defendants;   and    that    "the    [d]efendants    are   entitled    to

qualified immunity from liability for the alleged federal civil

rights violations."        The district court granted the motion on

September 30, 2015.       Coll. Hill Props., LLC v. City of Worcester,

No. 15-40009, 2015 WL 5737147 (D. Mass. Sept. 30, 2015).                   This

appeal followed.

                                     II.

           "We review the District Court's dismissal for failure to

state a claim de novo."      Saldivar v. Racine, No. 15-1448, 2016 WL

1169397, at *2 (1st Cir. Mar. 25, 2016).          "To survive a motion to

dismiss,   a   complaint    must   contain    sufficient    factual   matter,

accepted as true, to 'state a claim to relief that is plausible on

its face.'     A claim has facial plausibility when the plaintiff

pleads factual content that allows the court to draw the reasonable

inference that the defendant is liable for the misconduct alleged."

Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (citation omitted)

(quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007)).

           The district court, in a well-reasoned opinion, held

that College Hill's regulatory taking claim was barred based on


                                    - 5 -
College   Hill's   failure   to   fulfill   the   ripeness   requirement.

College Hill does not develop a challenge to this conclusion on

appeal, so any challenge is waived. See Negrón-Almeda v. Santiago,

528 F.3d 15, 25 (1st Cir. 2008).

           As to College Hill's 42 U.S.C. § 1983 claims based on

substantive due process and equal protection violations as well as

its claim that the defendants violated the Massachusetts Civil

Rights Act, we summarily affirm the district court's grant of the

defendants' motion to dismiss for the reasons stated in the

district court's opinion.     See 1st Cir. R. 27.0(c).

                                   III.

           The district court's order is affirmed.




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