                             UNPUBLISHED

                  UNITED STATES COURT OF APPEALS
                      FOR THE FOURTH CIRCUIT


                             No. 13-2117


JOSE LUIS RAMOS, an individual,

                Plaintiff - Appellant,

           v.

MOLINA HEALTHCARE, INC., a Delaware Corporation; MOLINA
INFORMATION SYSTEMS, LLC, a California Limited Liability
Company; DOES, 1 through 10,

                Defendants – Appellees.



Appeal from the United States District Court for the Eastern
District of Virginia, at Alexandria. Gerald Bruce Lee, District
Judge. (1:12-cv-00856-GBL-JFA)


Argued:   January 27, 2015                 Decided:   March 16, 2015


Before KEENAN, WYNN, and FLOYD, Circuit Judges.


Affirmed by unpublished opinion.        Judge Keenan     wrote   the
opinion, in which Judge Wynn and Judge Floyd joined.


ARGUED: Andrew Field Pierce, PIERCE & SHEARER LLP, Palo Alto,
California, for Appellant.    John Joseph Michels, Jr., LEWIS
BRISBOIS BISGAARD & SMITH LLP, Chicago, Illinois, for Appellees.
ON BRIEF:     Gretchen Birkheimer, PIERCE & SHEARER LLP, for
Appellant.


Unpublished opinions are not binding precedent in this circuit.
BARBARA MILANO KEENAN, Circuit Judge:

      In   this    appeal,    we     consider         whether      the    district      court

erred    in   dismissing      a    civil    action       against         the   plaintiff’s

former     employer,    in    which      the     plaintiff         alleged      claims    of

discrimination,        retaliation,         and        wrongful      discharge          under

various state and federal laws.                  Upon our review, we hold that

the     district    court     did     not       err    in    determining        that     the

plaintiff’s       pleadings       were   inadequate          to     state      claims     for

certain       violations      of      California            law,     and       claims      of

discrimination based on race and national origin under 42 U.S.C.

§ 1981 and Title VII of the Civil Rights Act of 1964, 42 U.S.C.

§ 2000e et seq.        We also hold that the district court correctly

awarded summary judgment to the employer on the plaintiff’s age

discrimination         and        retaliation          claims       under       the       Age

Discrimination in Employment Act, 29 U.S.C. § 621 et seq., based

on the plaintiff’s failure to produce evidence regarding the

causation element of those claims.                     Accordingly, we affirm the

district court’s judgment.



                                            I.

      In 2007, Jose Luis Ramos, a 55-year-old person of Puerto

Rican heritage, was hired by Unisys Corporation to work as an

executive architect in its Medicaid Information Systems Unit.

In May 2010, that division of Unisys Corporation was acquired by

                                            2
Molina      Healthcare,       Inc.    and    Molina      Information          Systems,        LLC

(collectively, Molina).              Molina retained Ramos as an engineering

director,      in    which     capacity      he    managed       a    team    of     about     40

employees.

       According      to     Ramos,    his     supervisor            at    Molina,    Timothy

Skeen, instructed Ramos to fire certain employees on his team

including Erich Friedrichs, an employee over the age of 55 whom

Skeen       often    disparaged       as     being       “too        old,”    “slow,”         and

“incompetent.”         Because Ramos disagreed with Skeen’s assessment,

he refused to fire Friedrichs.

       On several occasions beginning in the spring or summer of

2010,    Ramos      expressed      concerns       to     April       Krajewski,      a       human

resources      manager        at   Molina,        that    Skeen’s         desire     to      fire

Friedrichs was motivated by age-based animus.                             Krajewski replied

that     termination       of      employment       on     the       basis    of     age      was

prohibited, and that she would investigate any complaints of

this nature.

       In     December       2010,     Ramos       began      reporting         to       a    new

supervisor,         Timothy     Brewer,     with       whom     Ramos       previously        had

worked.       Ramos alleged in his complaint that Brewer “disliked

persons of Hispanic descent” and once had stated to Ramos that

Brewer did not work in his home state of Arizona “because there

were ‘too many damn Mexicans there.’”                      Ramos also asserted that

both Brewer and Skeen “exhibited a strong dislike of Hispanic,

                                             3
Chinese-American,        and     Taiwanese       workers,”       and,     when      making

hiring and promotion decisions, manifested “a strong preference

for younger employees, white Americans of southern extraction[,]

and independent contractors from India.”

      Ramos further alleged that when Brewer became his direct

supervisor in December 2010, Brewer “immediately reassigned” all

the employees on Ramos’ team, “leaving [Ramos] with no projects

and no staff.”        According to Ramos, Brewer stated that he made

the   team     reassignments          based    on    Ramos’       refusal      to    fire

Friedrichs.        Brewer, however, testified by deposition that he

told Ramos that the reassignments were part of an organizational

restructuring.

      In January 2011, Brewer chose Ramos to lead a “massive”

project   to      upgrade      software   and     relocate       data   servers      (the

project).      Brewer         testified   that      he   was   not     satisfied     with

Ramos’    handling       of     the   project,      in    part    based       on    Ramos’

objection    to    the   use     of   Indian     contractors      on    the    project. 1

Brewer also testified that throughout the course of the project,


      1
       Ramos also alleged in his complaint that around this time,
he had received information that senior managers at Molina were
taking “kick-backs” in exchange for the award of subcontracts,
and that he reported this information to his supervisors shortly
before the termination of his employment.    However, on appeal,
Ramos clarified his position that it was his reports concerning
Skeen’s allegedly discriminatory behavior, not his reports about
kick-backs, that caused his termination.



                                          4
he received complaints from colleagues who were “very concerned”

about continuing to work with Ramos and who thought that Ramos

acted in a derogatory manner toward other employees.                          Brewer

described a complaint he received from one employee, who stated

that Ramos “lost it” and “scream[ed] at the top of his lungs”

during a conference call. 2

       According to Brewer, two events during the course of the

project drove his final decision to terminate Ramos’ employment.

First, Brewer stated that Ramos threatened not to attend certain

key   meetings    on     the   project    so   that   Brewer   “would     see    how

important      [Ramos]    was.”        Second,    Brewer    testified     that   he

received       information      that     Ramos    had      initiated      a    “very

belligerent”     encounter      with    another   employee.      Brewer       stated

that he ultimately fired Ramos due to his “lack of performance,”

“inability       to    deliver    on     [the]     project,”     and      negative

interactions with other employees that put both the company and

the project “at risk.”

       Ramos denied that either of the above two events described

by    Brewer   had    occurred.        Ramos   maintained     that   he   had    not

received any job-related criticism or complaints regarding the


       2
       We note, however, that a colleague who worked “side-by-
side” with Ramos submitted a declaration stating that Ramos “was
not belligerent or inappropriate in any way on any of the phone
calls” in which the colleague participated.



                                          5
way he treated his fellow employees.                    Ramos further noted that

he had received an email from Brewer in February 2011, stating

that Brewer “greatly appreciate[d]” Ramos’ work and wanted to

demonstrate his “support of [Ramos] and the project [Ramos was]

running.”

      In        March    2011,     however,       Molina     terminated      Ramos’

employment.        Ramos alleged that he was not told initially that

his termination was for cause, and he assumed that he was being

laid off because Molina had offered him severance pay.                       Later,

Ramos learned that he had been fired for cause, and that his

position had been filled by a younger, non-Hispanic employee.

Ramos filed a complaint with the Equal Employment Opportunity

Commission (EEOC), which issued Ramos a “right to sue” letter in

December 2011.

      In March 2012, Ramos filed a complaint in the United States

District Court for the Central District of California, alleging

claims     of    age    discrimination     and     retaliation    under    the   Age

Discrimination in Employment Act (ADEA), 29 U.S.C. § 621 et seq.

(collectively, the ADEA claims), claims of race and national

origin discrimination under 42 U.S.C. § 1981 and Title VII of

the   Civil        Rights    Act    of     1964,     42     U.S.C.   § 2000e      et

seq. (collectively,         the    civil       rights     claims),   and     various

discrimination, retaliation, and “whistleblowing” claims under

California        law   (collectively,     the     state    law   claims).       The

                                           6
district court in California found that because Ramos’ complaint

was “silent on the location where the instances of employment

discrimination      occurred,”        Ramos     had     not     demonstrated      a

“significant     connection    to    California.”        The    court      therefore

transferred the case to the Eastern District of Virginia, where

the record showed that Ramos lived, worked, and was fired by

Molina.

       Upon the defendants’ motion to dismiss under Federal Rule

of Civil Procedure 12(b)(6), the district court found that the

complaint sufficiently stated claims for age discrimination and

retaliation under the ADEA, but dismissed without prejudice the

state law claims and the civil rights claims.                   The court found

that the state law claims failed to include facts demonstrating

that    Ramos    “lived,    worked,    and     actively       was    engaged   with

supervising      employees . . . in           California,”          notwithstanding

Ramos’ submission of a declaration alleging that he lived and

worked in California “off and on” during his employment with

Molina.    The court also noted that the “conclusory” allegations

forming   the    civil   rights     claims    failed    to    draw    a   connection

between animus involving race or national origin and any adverse

employment action.

       After the parties conducted discovery on the two remaining

ADEA   claims,    the    district    court    granted    summary       judgment   on

those claims in Molina’s favor.             Initially, the court found that

                                        7
Ramos had failed to meet his prima facie burden of proof on

either claim.    With respect to the age discrimination claim, the

court noted that Ramos did not present any evidence showing that

he had met his employer’s legitimate expectations at the time he

was fired and, therefore, had failed to show that age was the

“but-for” cause of the adverse employment action.                Similarly,

with regard to the retaliation claim, the court found that Ramos

had failed to produce evidence establishing a causal connection

between his reports to Krajewski about Skeen’s age-based animus

and any adverse employment action.

      The district court further concluded that even if it were

to assume that Ramos had met his prima facie burden on the

claims of age discrimination and retaliation, he nevertheless

had   failed    to   rebut   as    pretextual   Molina’s    reasons      for

terminating    his   employment.     Ramos   timely   appealed    from   the

district court’s judgment.



                                    II.

      We first address the district court’s dismissal of Ramos’

state law claims and civil rights claims under Rule 12(b)(6).

In reviewing the court’s dismissal of those claims, we consider

the factual allegations in Ramos’ complaint as true and review

any legal issues de novo.         See Bass v. E.I. DuPont de Nemours &

Co., 324 F.3d 761, 764 (4th Cir. 2003).

                                     8
                                             A.

     Ramos’      complaint          contains       several    claims     asserted        under

California       law.           Those       claims      include        allegations          of

discrimination,            failure     to    investigate         discrimination,           and

retaliation in violation of the California Fair Employment and

Housing Act (CFEHA), Cal. Gov’t Code § 12900 et seq.; wrongful

discharge under the California Labor Code, see Cal. Lab. Code

§ 1102.5; and discrimination and wrongful discharge in violation

of California public policy.

     Ramos argues that the district court improperly dismissed

these   state        law   claims     by    relying     on    materials         outside   the

complaint       to    find     that    he    failed      to     allege      a    sufficient

connection to California.                  Ramos contends that he sufficiently

pleaded the required nexus to California by alleging that he was

a California resident, and that the district court improperly

considered a declaration submitted by Molina stating that Ramos

lived     and    worked       in     Virginia        during     the    course       of     his

employment.

     We     conclude         that    the    district         court    did   not     err     in

dismissing Ramos’ state law claims.                      The California laws and

public policy invoked by Ramos in his complaint have not been

construed by California courts as applying extraterritorially.

See Campbell v. Arco Marine, Inc., 50 Cal. Rptr. 2d 626, 633

(Cal. Ct. App. 1996) (stating that the CFEHA does not “apply to

                                               9
non-residents       employed        outside       the     state      when     the       tortious

conduct did not occur in California”); see also N. Alaska Salmon

Co. v. Pillsbury, 162 P. 93, 94 (Cal. 1916) (“Although a state

may   have   the      power    to    legislate          concerning         the     rights    and

obligations      of     its     citizens          with     regard      to         transactions

occurring beyond its boundaries, the presumption is that it did

not intend to give its statutes any extraterritorial effect.”).

      Instead, the holdings of the California courts reflect the

constitutional principle that, generally, when “a State has only

an insignificant contact with the parties and the occurrence or

transaction,        application       of      its       law     is    unconstitutional.”

Allstate Ins. Co. v. Hague, 449 U.S. 302, 310-11 (1981).                                   Thus,

for Ramos’ complaint to have stated facially plausible claims to

relief   under      California        law,    the        complaint         had     to   contain

sufficient     facts        connecting       the    parties          and    their        alleged

misconduct to California.              See Bell Atl. Corp. v. Twombly, 550

U.S. 544, 570 (2007).

      We agree with the district court that the allegations in

Ramos’   complaint           lack     the     necessary           factual          connection.

Although Ramos alleged that he was a California resident, his

complaint     did     not     indicate       whether       he     lived      or     worked    in

California during his employment with Molina when the allegedly

discriminatory,        retaliatory,          and    otherwise          wrongful         conduct

occurred.     See Diamond Multimedia Sys., Inc. v. Superior Court,

                                             10
968 P.2d 539, 554 n.20 (Cal. 1999) (“The presumption against

extraterritoriality            is    one        against       an     intent      to     encompass

conduct occurring in a foreign jurisdiction in the prohibitions

and remedies of a domestic statute.”) (emphasis in original).

       Additionally, contrary to Ramos’ contention, the district

court    did     not    rely    on        documents        outside        the    complaint       in

dismissing the state law claims.                       Instead, the court restricted

its analysis to the facts stated in the complaint, concluding

that Ramos “has not set forth facts demonstrating that he lived,

worked,    and    actively          was    engaged       with       supervising         employees

in . . . California            at    the        time     of     the      adverse        employment

action.”        Accordingly,         the        district      court      properly       dismissed

Ramos’ state law claims.

                                                 B.

       Ramos     next    argues           that     the       district       court       erred    in

concluding that the civil rights claims failed to establish a

causal         connection           between            his         supervisor’s           alleged

discriminatory         animus       and    the     adverse         action   terminating         his

employment.       Ramos contends that, when construed in the light

most    favorable       to   him,         his    allegation         that    his       supervisors

“dislike[d]”      Hispanic          workers       supported         “inferences”         that   his

employment       was    terminated          because        of      his    race     or    national

origin.    Again, we disagree with Ramos’ argument.



                                                 11
      In the employment discrimination context, a plaintiff must

sufficiently           allege      facts    that    support       the    elements        of    the

plaintiff’s        claim.          In   particular,        to    state    claims     under     42

U.S.C.      §§     1981      and    2000e-2,       Ramos    was     required       to    allege

sufficient        facts      to     show    that    the    defendants      terminated         his

employment “because of” his race or national origin.                               Coleman v.

Md.   Ct.     of       Appeals,      626    F.3d    187,    190-91       (4th    Cir.        2010)

(citation omitted); Francis v. Giacomelli, 588 F.3d 186, 195

(4th Cir. 2009).

      The        district       court      correctly      found     that    this     required

element of Ramos’ wrongful termination claim was not supported

by the factual allegations in his complaint.                               Apart from some

conclusory allegations of causation, Ramos merely alleged that

Brewer once made a derogatory statement about Hispanics and that

Ramos’      supervisors           generally     disliked         Hispanics.          Moreover,

Ramos failed to supply any connection between these allegations

and the termination of his employment.                          To the extent that Ramos

urges    us       to    draw       “inferences”      in    his     favor    based       on    his

allegations,           we    conclude        that    any        such     “inferences”         are

unwarranted, given the complete lack of factual support in the

record   that          his   supervisors       considered         his    race   or      national

origin in deciding to terminate Ramos’ employment.                              See Coleman,

626 F.3d at 191 (affirming dismissal of a complaint that “does

not assert facts establishing the plausibility” of a conclusory

                                               12
allegation    of      discrimination).          Therefore,     we   hold    that    the

district court did not err in dismissing Ramos’ civil rights

claims.



                                       III.

      We turn to address the district court’s award of summary

judgment to Molina on the ADEA claims.                   We review the court’s

decision   de    novo,     applying    the      same   legal   standards      as    the

district court and viewing all facts and reasonable inferences

drawn from those facts in the light most favorable to Ramos, the

nonmoving party.          Turner v. United States, 736 F.3d 274, 280

(4th Cir. 2013).        Summary judgment is appropriate “if the movant

shows that there is no genuine dispute as to any material fact

and the movant is entitled to judgment as a matter of law.”                         Id.

(quoting Fed. R. Civ. P. 56(a)).

                                           A.

      We first address Ramos’ claim of age discrimination under

the ADEA, which provides a cause of action against an employer

for “discharg[ing] any individual or otherwise discriminat[ing]

against any individual with respect to his compensation, terms,

conditions,      or     privileges    of        employment,    because      of     such

individual’s age.”         29 U.S.C. § 623(a)(1).              Ramos argues that

the   district     court    erred     in    concluding     that     he     failed    to

establish the required element under the ADEA that age was the

                                           13
“but-for” cause of the adverse employment action.                             See Gross v.

FBL Fin. Servs., Inc., 557 U.S. 167, 176–77 (2009).

       Evidence         of     but-for      causation           may     be     direct      or

circumstantial.              Id. at 177-78.            In this case, in which the

evidence of such causation is circumstantial, we analyze the

plaintiff’s       claim        under      the        burden-shifting         framework    of

McDonnell Douglas Corp. v. Green, 411 U.S. 792 (1973).                                   See

Mereish v. Walker, 359 F.3d 330, 334-35 (4th Cir. 2004); see

also Reeves v. Sanderson Plumbing Prods., Inc., 530 U.S. 133,

141 (2000) (noting that the courts of appeals, including the

Fourth Circuit, “have employed some variant of the framework

articulated in McDonnell Douglas to analyze ADEA claims that are

based       principally       on   circumstantial           evidence”).        Under     this

framework, the plaintiff first must prove a prima facie case of

discrimination, which includes as an element that the plaintiff

“was       performing    [his]      job   duties       at   a   level   that    met    [his]

employer’s legitimate expectations at the time of the adverse

employment action.” 3              Hill v. Lockheed Martin Logistics Mgmt.,

Inc., 354 F.3d 277, 285 (4th Cir. 2004).



       3
       Molina does not dispute that Ramos satisfied his burden of
establishing the other elements of a prima facie case of age
discrimination, which requires proof that the employee is “a
member of a protected class,” that he “suffered adverse
employment action,” and that “the position remained open or was
filled by similarly qualified applicants outside the protected
(Continued)
                                                14
     When the plaintiff’s evidence satisfies the elements of a

prima facie case, the burden shifts to the employer to produce a

legitimate, non-discriminatory reason for the adverse employment

action.        Id.       If    the    employer         satisfies     this     burden    of

production, the burden shifts back to the employee to prove by a

preponderance of the evidence that the employer’s stated reason

was a mere “pretext” for discrimination.                       Id.      To make such a

showing   of     pretext,      the    employee         must   demonstrate      that    the

employer’s       proffered       reason          was     false,      and      that     age

discrimination was the real reason for the adverse employment

action.        Reeves,   530    U.S.       at    146-47;      Holland    v.   Washington

Homes, Inc., 487 F.3d 208, 218 (4th Cir. 2007).

     In the present case, the district court held that Ramos

failed to establish a prima facie case of age discrimination

because he did not present evidence that, at the time he was

fired,    he    had   performed       at    a    level     meeting      his   employer’s

legitimate expectations.             The court considered the February 2011

email from Brewer commending Ramos for his performance, as well

as the absence of documentation showing any unsatisfactory job

performance, but found that those items did “not establish the

employer was satisfied but more readily establish the inverse—



class.” Hill v. Lockheed Martin Logistics Mgmt., Inc., 354 F.3d
277, 285 (4th Cir. 2004).



                                            15
that     the      employer         was     not      dissatisfied.”           (Emphases     in

original).          The court further observed that even if Ramos had

established a prima facie case of discrimination, he had failed

to     sustain       his     burden       of     proving     as    pretextual    the      non-

discriminatory             reasons        Molina      articulated     for     firing      him,

namely,       his     negative       interpersonal          interactions      with     fellow

employees,          failure        to      follow      instructions,        unsatisfactory

performance          on     the    project,        threats    to    cease    work    on   the

project, and unprofessional conduct during a conference call.

       In examining this issue, we will assume, without deciding,

that Ramos satisfied his initial burden to make a prima facie

showing that, at the time he was fired, he was meeting his

employer’s legitimate expectations.                          Nevertheless, we conclude

that    the      district         court    correctly       determined   that    Ramos     had

failed      to      rebut     as    pretextual         Molina’s     stated    reasons      for

terminating his employment.                    Apart from the email from Brewer in

February         2011,       a     co-worker’s         statement     concerning        Ramos’

demeanor on conference calls, and Ramos’ conflicting account of

the two incidents discussed by Brewer, Ramos presented no other

evidence to rebut Molina’s stated reasons for terminating his

employment.          In contrast, Molina offered significant evidence in

support of its proffered reasons, including Krajewski’s notes

from    a   meeting        with     an    employee     who    complained     about     Ramos’

unprofessional “melt-down” during a conference call, emails from

                                                 16
January     2011       in     which    Brewer       and    Skeen          criticized         Ramos’

performance, and testimony that Brewer witnessed Ramos berate

co-workers       and        received       complaints      about         Ramos        from    other

employees.

     Moreover, Ramos failed to produce any evidence supporting a

conclusion that age discrimination was the real reason for his

firing.          While,        in     certain       cases,       a        court        may    infer

discrimination         based     on    the    strength      of       a    plaintiff’s         prima

facie     showing       and     the    probative        value        of       the     plaintiff’s

evidence that the employer’s reasons for the adverse employment

action    were     false,      Reeves,       530    U.S.   at    148-49,             the   district

court properly declined to draw such an inference here given the

tenuous nature of Ramos’ evidence.                     Therefore, we hold that the

district court properly awarded summary judgment in favor of

Molina on the ADEA claim of age discrimination, because Ramos

failed to satisfy his burden of showing that age was the “but-

for” cause of his termination.                 Gross, 557 U.S. at 177-78.

                                               B.

     Finally, we turn to consider Ramos’ ADEA retaliation claim.

In   relevant       part,        the       ADEA     prohibits            an     employer       from

discriminating         against        an    employee      “because            such    individual,

member or applicant for membership has opposed any practice made

unlawful    by     this      section,”       including      discharging              an    employee

based on age.       29 U.S.C. § 623(d).

                                               17
      Ramos primarily argues that the district court erred in

concluding that he failed to establish a causal link between his

protected activity and any adverse employment action.                              Ziskie v.

Mineta, 547 F.3d 220, 229 (4th Cir. 2008).                       Ramos asserts that

the   district         court   failed    to      consider     the       circumstantial

evidence    he    provided     concerning        the    timing    of        his    protected

activity    and    the    adverse     employment        action,    as        well    as    his

direct evidence that Brewer told Ramos that his team was being

taken away because he refused to fire Friedrichs.                                 We find no

merit in Ramos’ argument.

      To establish his retaliation claim under the ADEA, Ramos

was   required     to     produce    sufficient        evidence        at    the     summary

judgment    stage       showing     that:     (1)      he   engaged         in     protected

activity; (2) Molina took an adverse employment action against

him; and (3) there was a causal connection between the protected

activity and the adverse employment action.                       See id.           However,

Ramos failed to establish the causation element by producing any

evidence showing that Brewer, the undisputed decision maker with

respect    to    the    adverse     employment      action,      was    aware       when    he

fired Ramos that Ramos had reported to Krajewski his concerns

about Skeen’s discriminatory animus toward Friedrichs.                              Although

Ramos asserted that Brewer was aware of Ramos’ refusal to follow

Skeen’s instruction to fire Friedrichs, the protected activity

in this case was not Ramos’ refusal to follow that directive,

                                            18
but rather Ramos’ complaints to Krajewski about Skeen’s comments

regarding Friedrichs.          As the district court correctly observed,

Ramos    did   not   produce    any    evidence     showing    that   Brewer   had

knowledge of the content of Ramos’ discussions with Krajewski. 4

Accordingly, we hold that the district court did not err in

awarding   summary     judgment       to   Molina   on   the   ADEA   retaliation

claim, because Ramos failed to show that any protected activity

caused the termination of his employment.



                                           IV.

     For these reasons, we affirm the district court’s judgment.



                                                                         AFFIRMED




     4
       We note that this lack of causation evidence is fatal to
Ramos’ claim regardless whether the adverse employment action in
this case is construed as Brewer’s reassignment of Ramos’ team
or as Brewer’s ultimate termination of Ramos’ employment.



                                           19
