                               In the

     United States Court of Appeals
                 For the Seventh Circuit
No. 18-1930

DAVID LEE, et al.,
                                                Plaintiffs-Appellants,

                                  v.


NORTHEAST ILLINOIS REGIONAL COM-
MUTER RAILROAD CORPORATION, et al.,
                                               Defendants-Appellees.


         Appeal from the United States District Court for the
           Northern District of Illinois, Eastern Division.
         No. 16 C 10904 — Sharon Johnson Coleman, Judge.



  ARGUED NOVEMBER 27, 2018 — DECIDED JANUARY 8, 2019


   Before BAUER, HAMILTON, and BARRETT, Circuit Judges.
   BAUER, Circuit Judge. Current and former employees filed
a complaint in federal court against Northeast Regional
Commuter Railroad Corporation (“Metra”) and several of its
employees alleging various forms of discrimination. The
plaintiffs eventually filed an amended complaint, which was
2                                                    No. 18-1930

met with a motion to dismiss, a second amended complaint,
and an amended second amended complaint. The defendants
responded to the amended second amended complaint by
filing a motion to dismiss. The motion argued, just as the
motion to dismiss the amended complaint did, that the
complaint had several substantive deficiencies and failed to
provide defendants with sufficient notice. The district court
held that the plaintiffs’ repeated failure to remedy these
deficiencies warranted denial of the plaintiffs’ motion for leave
to file a third amended complaint. The district court then
granted the defendants’ motion to dismiss holding the plain-
tiffs’ failure to respond to defendants’ arguments, or otherwise
defend its pleadings, resulted in waiver. The plaintiffs-appel-
lants now invite this Court to reverse both holdings. For the
reasons set forth herein, we decline the invitation and affirm
the district court.
                      I. BACKGROUND
    On November 28, 2016, two plaintiffs filed suit against
Metra and several of its employees in their individual and
official capacities. This complaint detailed allegations of racial
discrimination in violation of the Fourteenth Amendment for
which they sought relief under 42 U.S.C. § 1983. On January 26,
2017, an amended complaint was filed. The plaintiffs in the
amended complaint numbered eleven; the defendants ten. This
complaint added several claims of racial discrimination and a
claim that Metra violated the Americans with Disabilities Act
of 1990. The complaint described in detail each plaintiff’s
experience at Metra, highlighting a number of instances in
which African American employees were treated differently
than white employees. The complaint also contained an
No. 18-1930                                                      3

“argument” section which described discrimination case law
and theories. This section was followed by a section labeled
“claims for relief” in which the plaintiffs very briefly outlined
the counts and generically asserted that the defendants caused
the captioned violations.
    The defendants moved to dismiss the amended complaint
asserting it contained numerous pleading deficiencies. Defen-
dants asserted it was “difficult and at times, impossible, to
discern from Plaintiffs’ Amended Complaint the alleged acts
of wrongdoing attributable to the individual Defendants.” The
defendants also argued the amended complaint contained
incorrect numbering and failed to assert wrongdoing against
five of the named defendants. The plaintiffs did not respond to
the motion to dismiss but elected to cure these deficiencies by
again amending their complaint.
     The plaintiffs, however, submitted the wrong version of
their second amended complaint. On May 24, 2017, the parties
appeared before the district court to address the issue. The
district court gave the plaintiffs two options: they could file the
correct complaint within twenty-four hours or if they desired
more time to address the deficiencies that concerned the
defendants, the district court would allow them one week to
file a third amended complaint. The plaintiffs chose the former
and filed an amended second amended complaint. This
complaint included claims by twelve plaintiffs against twelve
defendants (Metra and eleven of its employees in both their
individual and official capacities). The complaint included
claims of racial discrimination; hostile work environment;
disparate treatment; negligent infliction of emotion harm;
intentional infliction of emotional harm; discrimination in
4                                                     No. 18-1930

violation of the Fourteenth Amendment for which they sought
relief under 42 U.S.C. § 1983; discrimination in violation of
Title VII of the Civil Rights Act of 1964, the Illinois Civil Rights
Act of 2006, and the Americans with Disabilities Act of 1990;
retaliation; and breach of contract under Illinois common law.
    Defendants filed a motion to dismiss the second amended
complaint arguing it suffered from the same deficiencies as its
predecessor. In particular, the defendants asserted the com-
plaint did not provide the defendants with notice because it
failed to explain which defendants were being sued for what.
Defendants also asserted the complaint contained a number of
substantive problems: the plaintiffs’ breach of contract claim
was preempted by the Railway Labor Act, 45 U.S.C. § 159(a);
the race discrimination claims under the Illinois Civil Rights
Act of 2006 were fatally deficient because the statute has no
application in employment law; and the claims under Title VII
and the ADA were deficient because those statutes only
authorize suits against employers and not individual defen-
dants, as the plaintiffs alleged. Defendants also attacked the
plaintiffs’ retaliation claims as “conclusory allegations merely
reciting the elements of the claim” that cannot survive the
pleading stage.
    Plaintiffs’ response to the motion to dismiss was lacking in
almost every respect. It failed to outline the federal pleading
standard and did not address any of the defendants’ argu-
ments. Not only did the plaintiffs fail to make arguments in
support of the amended second amended complaint, but they
also failed to cite a single case for any purpose. Accordingly,
the defendants’ reply argued that because the plaintiffs failed
to provide any legal arguments or cite any relevant authority
No. 18-1930                                                    5

to establish their claims, they forfeited their right to continue
litigating the case.
        On February 23, 2018, the district court denied the
plaintiffs’ motion to file a third amended complaint because
the proposed complaint failed to fix any of the deficiencies of
the previous complaints and the plaintiffs failed to explain
how the problems would be fixed. The court also found that
the plaintiffs’ response to the motion to dismiss failed to
address the pleading standard or discuss the elements of
their claims, failed to cite a single case, and only provided
arguments based on unsupported conclusions. The district
court held that the plaintiffs had waived any arguments that
their pleadings were anything but deficient: “As Plaintiffs
failed to defend their pleading substantively and properly
respond to the deficiencies that Defendants articulated
… Plaintiffs have waived their opposition to the instant Motion
to Dismiss.”
    The plaintiffs filed a motion to reconsider and, after that
motion was denied, sought relief in this Court. Because the
district court gave the plaintiffs ample opportunity to address
the deficiencies outlined by the defendants, and correctly
found that the plaintiffs waived their arguments in opposition
to the motion to dismiss, we affirm.
                        II. ANALYSIS
    A. Denial of Leave to Amend the Amended Second
       Amended Complaint
   Appellants argue first that the district court should have
granted their motion for leave to file a third amended com-
6                                                     No. 18-1930

plaint. They assert that because their claims were not futile,
justice requires that leave to amend be granted.
    Under Federal Rule of Civil Procedure 15(a)(2), a court may
grant leave to amend a pleading “when justice so requires.”
Reversing the denial of such a motion is proper only if the
district court abused its discretion in refusing to grant the leave
without justification. Soltys v. Costello, 520 F.3d 737, 743 (7th
Cir. 2008). We defer to the district court because it is “particu-
larly well-situated to judge the worthiness of a plaintiff’s
motion to amend his complaint, having been involved in the
progress of the case throughout its development and having
viewed first-hand the party’s diligence or lack thereof.”
Amendola v. Bayer, 907 F.2d 760, 764 (7th Cir. 1990) (quoting
Bohen v. City of East Chicago, 799 F.2d 1180, 1185 (7th Cir. 1986)).
    There is a presumption that a plaintiff should have an
opportunity to test a claim on the merits, but this presumption
may be overcome if the court finds “undue delay, bad faith or
dilatory motive on the part of the movant, repeated failure to
cure deficiencies by amendments previously allowed, undue
prejudice to the opposing party, by virtue of allowance of the
amendment, futility of the amendment, etc.” Foman v. Davis,
371 U.S. 178, 182 (1962). Here, the district court found the
plaintiffs’ repeated failure to cure the deficiencies raised by
defendants warranted denial of the motion.
     The plaintiffs initially filed a seven-page complaint. The
complaint was then amended and several defendants, plain-
tiffs, and around fifty pages were added. However, there were
serious deficiencies with this complaint. The defendants
argued the complaint failed to provide them with notice as to
No. 18-1930                                                     7

what claims were being asserted against which defendants and
the numbering of the paragraphs did not comport with the
requirements of Federal Rule of Civil Procedure 10(b). The
plaintiffs then filed a second amended complaint. However,
plaintiffs unwittingly submitted an unfinished version of this
complaint to the court. In an act of noncompulsory benevo-
lence, the district court provided plaintiffs with an opportunity
to take an additional week to ensure the deficiencies outlined
by the defendants were addressed. The plaintiffs filed the
amended second amended complaint the next day.
    This means plaintiffs, over a period of six months, were
given four opportunities to file an adequate pleading: (1) the
first complaint, (2) the amended complaint, (3) the second
amended complaint, and (4) the amended second amended
complaint. The district court did not abuse its discretion in
deciding that the plaintiffs’ repeated failure to cure the com-
plaint’s deficiencies warranted denial of the motion for leave
to file a third amended complaint. See Thompson v. Illinois Dep't
of Prof'l Regulation, 300 F.3d 750, 759 (7th Cir. 2002) (holding
district court did not abuse its discretion when plaintiff failed
to cure deficiencies that persisted from the first amended
complaint after given multiple chances to amend after motions
to dismiss were filed); Emery v. Am. Gen. Fin. Inc., 134 F.3d
1321, 1322–23 (7th Cir. 1998) (holding that although the
complaint could have been cured, the plaintiff had three
chances over the course of three years to state a claim and the
district judge was not required to provide plaintiff another
opportunity to amend).
   Here, the plaintiffs failed to remedy the deficiencies in their
pleadings despite having been given multiple opportunities to
8                                                    No. 18-1930

do so. This is a valid basis for denying a motion for leave to
amend the complaint and we will not disturb the district
court’s ruling.
    B. Granting of the Motion to Dismiss
    Having decided the district court did not err in refusing to
grant leave to amend, we now consider whether the complaint
was properly dismissed. We generally review a district court’s
determination that a complaint fails to state a claim upon
which relief may be granted de novo. O'Boyle v. Real Time
Resolutions, Inc., 910 F.3d 338, 342 (7th Cir. 2018). However,
because appellants failed to make legal arguments in the
district court, the issue is subject to waiver. “Longstanding
under our case law is the rule that a person waives an argu-
ment by failing to make it before the district court.” Alioto v.
Town of Lisbon, 651 F.3d 715, 721 (7th Cir. 2011) (citing Everroad
v. Scott Truck Sys., Inc., 604 F.3d 471, 480 (7th Cir. 2010) and
Taubenfeld v. AON Corp., 415 F.3d 597, 599 (7th Cir. 2005)).
Thus, even a complaint that passes muster under the liberal
notice pleading requirements of Federal Rule of Civil Proce-
dure 8(a)(2) can be subject to dismissal if a plaintiff does not
provide argument in support of the legal adequacy of the
complaint. See Lekas v. Briley, 405 F.3d 602, 614 (7th Cir.2005).
This rule applies when a party fails to develop arguments
related to a discrete issue or when a litigant effectively aban-
dons the litigation by not responding to alleged deficiencies in
a motion to dismiss. Alioto, 651 F.3d at 721.
    In its motion to dismiss, defendants made a number of
arguments attacking both procedural and substantive deficien-
cies of the operative complaint. First, defendants asserted
No. 18-1930                                                     9

plaintiffs’ breach of contract claims were preempted by the
Railway Labor Act, 45 U.S.C. § 159(a). Defendants pointed out
that the Railway Labor Act separates claims into two buckets,
major and minor, and minor disputes must be brought under
the adjudicative mechanism of the Railway Labor Act. The
defendants asserted this dispute was “minor” and this proposi-
tion was supported by controlling case law. Plaintiffs’ response
to this argument merely discussed in lay terms the importance
of the dispute and failed to grapple with case law discussing
what legally constitutes a “major” or “minor” dispute. And
this is the closest plaintiffs’ response came to addressing any
of the arguments made by the defendants in their motion to
dismiss. The district court’s description of the plaintiffs’
response was astute:
       Plaintiffs’ response to Defendants’ Motion to
       Dismiss fails to cite a single legal case and only
       argues through unsupported conclusions of fact.
       It also does not analyze or distinguish the cases
       relied on in Defendants’ Motion. In addition to
       not citing any cases, Plaintiffs did not address
       the standard for dismissal under Federal Rule of
       Civil Procedure 12(b)(6) or discuss the elements
       of their claims.
Plaintiffs’ arguments on appeal do little to address the issues
framed by the Court. They spend significant time discussing
the liberalness of the federal pleading standard, arguing that
too much was expected of them at the pleading stage. How-
ever, just as they did in the district court, they fail to provide
argument that each claim satisfied the pleading standard.
10                                                    No. 18-1930

Plaintiffs do not discuss the elements, nor any of the substan-
tive issues that the defendants raised in the district court.
    Plaintiffs’ failure to grapple with these issues in the district
court, and on appeal, clearly results in waiver. See Alioto, 651
F.3d at 721. (Finding waiver when plaintiff “doubled down on
his waiver [in the district court] by failing to grapple on appeal
with [aspects] of the district court’s order.”).
                      III. CONCLUSION
     We AFFIRM the decision of the district court.
