           United States Court of Appeals
                       For the First Circuit

No. 14-1681

            CAESARS MASSACHUSETTS MANAGEMENT COMPANY, LLC,
           CAESARS MASSACHUSETTS DEVELOPMENT COMPANY, LLC,
         CAESARS MASSACHUSETTS INVESTMENT COMPANY, LLC, and
                  CAESARS ENTERTAINMENT CORPORATION,

                      Plaintiffs, Appellants,

                                 v.

                         STEPHEN P. CROSBY
                          and KAREN WELLS,

                       Defendants, Appellees.


            APPEAL FROM THE UNITED STATES DISTRICT COURT
                  FOR THE DISTRICT OF MASSACHUSETTS
          [Hon. Nathaniel M. Gorton, U.S. District Judge]


                               Before
                        Lynch, Chief Judge,
                    Souter,* Associate Justice,
                     and Selya, Circuit Judge.


     Joan A. Lukey, with whom C. Thomas Brown, Eugene L. Morgulis,
Ropes & Gray LLP, Justin J. Wolosz, and Choate Hall & Stewart LLP,
were on brief, for appellants.
     John M. Stephan, Assistant Attorney General, with whom Martha
Coakley, Attorney General of Massachusetts, Janna J. Hansen,
Assistant Attorney General, and Julia Kobick, Assistant Attorney
General, were on brief, for appellees.


                         February 13, 2015



     *
          Hon. David H. Souter, Associate Justice (Ret.) of the
Supreme Court of the United States, sitting by designation.
     SOUTER, Associate Justice.             The plaintiff-appellant Caesars

Entertainment    Corporation        and    three      Massachusetts     affiliates

(collectively, Caesars) were subject to an investigatory report by

the Massachusetts Gaming Commission finding them unsuitable as

proposed    operators   of    a     casino      for    which     Sterling    Suffolk

Racecourse, LLC (SSR) sought a license.                  This action brought by

Caesars under 28 U.S.C. § 1983 includes counts with (a) official

capacity claims charging denial of Fifth and Fourteenth Amendment

procedural and substantive due process and equal protection of the

laws by the Commission's chairman, Stephen Crosby, and Karen Wells,

Director of the Commission's Investigations and Enforcement Bureau

(IEB), and seeking withdrawal of the report and cessation of any

further reliance on it by the Commission; (b) individual capacity

claims against Crosby on the same grounds, seeking compensatory and

punitive    damages;    and   (c)     a    claim      subject    to    supplemental

jurisdiction for liability under Massachusetts law for tortious

interference with a contract between Caesars and SSR. The district

court dismissed the federal claims under Federal Rule of Civil

Procedure 12(b)(6) as beyond the scope of federal affordable

relief, and consequently exercised its discretion to dismiss the

state law claim as standing alone.                    This appeal touches on a

multiplicity    of   legal    and    factual       issues      including    Eleventh

Amendment   state    immunity,      qualified         immunity    of   individuals,

control of IEB by Crosby as chairman of the Commission, and


                                          -2-
theories of protected property, among others.                      In our review de

novo, however, we affirm the dismissal on two pivotal grounds:

Caesars has alleged no cognizable protected property interest said

to have been infringed in violation of Fifth and Fourteenth

Amendment due process, and class-of-one Fourteenth Amendment equal

protection does not extend to redress action taken under state law

authorizing       the   exercise      of   highly    discretionary     judgment   in

response to an application to license activity carrying substantial

risks of commercial and social harm.

                                           I.

      Caesars' third amended complaint, together with documents

incorporated by reference and matters of public record subject to

judicial notice, see Giragosian v. Ryan, 547 F.3d 59, 65 (1st Cir.

2008), disclose the following facts as of relevant times, to be

taken as true under Rule 12(b)(6).                  Under the authority of the

Massachusetts Expanded Gaming Act, 2011 Mass. Acts ch. 194 (largely

codified     at    Mass.   Gen.    Laws     ch.     23K),    the   Commonwealth   of

Massachusetts is in the throes of licensing casinos, one for each

of   three   regions       of   the    state.       The     statute   assigns   that

responsibility to a Gaming Commission of five members, of which the

defendant-appellee Stephen Crosby is chairman.                      The IEB is the

Commission's investigatory arm for examining the suitability of

applicants for a casino license and of persons and corporations

affiliated with an applicant to exercise the license sought (spoken


                                           -3-
of as "qualifiers").       As noted, the applicant for one such license

is SSR, a corporation doing business in Massachusetts and not a

party to this action, and Caesars is a qualifier.                 SSR wishes to

place a casino in Revere and East Boston.

      The IEB's enquiry into Caesars' conduct of business in Nevada

and   elsewhere   led   to   a   public      report   recommending       that   the

Commission   find   that     Caesars    had    not    carried   its   burden     to

demonstrate its suitability by clear and convincing evidence; a

near-certain consequence of the report would be denial of SSR's

application. The IEB gave four reasons: (1) through a subsidiary,

Caesars entered into a licensing agreement with Gansevoort Hotel

Group, LLC, which is partially owned by an individual with alleged

ties to Russian organized crime; (2) Caesars hired Mitchell Garber,

who had formerly served as the chief executive officer of two

internet gambling companies that entered into non-prosecution

agreements   with   the    United   States      Attorney's      Office    for   the

Southern District of New York; (3) Caesars had a history with

Terrance Watanabe, a former high roller, who sued Caesars for

allegedly encouraging him to gamble while intoxicated; and (4)

Caesars was highly leveraged, to the point that its monthly debt

service exceeded its cash flow.1


      1
          On January 15, 2015, Caesars' largest subsidiary, Caesars
Entertainment Operating Corporation, filed for Chapter 11
bankruptcy protection. See Chapter 11 Voluntary Petition, In re
Caesars Entertainment Operating Company, Inc., No. 15-bk-1145
(Bankr. N.D. Ill. Jan. 15, 2015), ECF No. 1.

                                       -4-
      A competing application was filed by Wynn Resorts, Limited,

for a site in nearby Everett.                  One of the owners of the Everett

real estate is Paul Lohnes, a long-time acquaintance of Crosby's,

who   in   the    past     had   invested           in   one    of     Crosby's      business

enterprises       (allegedly     at     a     loss)      in    which     he    had   actively

participated.       When word circulated that a previously undisclosed

co-owner of the Everett land had a felony record, Crosby told his

fellow     commissioners         of     his     relationship           with     Lohnes    and

subsequently informed both the Governor, as required by law, and

the Massachusetts Ethics Commission, which advised that, so long as

Crosby used "objective criteria," he was not disqualified to act on

the competing applications by reason of his relationship with

Lohnes.       A    short    while       after        that,      Crosby        disclosed   the

relationship        publicly          and     recused          himself        from    further

participation in considering the license for the region of the

state in which SSR and Wynn wished to operate.

      Caesars alleges not only that Crosby was biased, owing to the

Lohnes connection and Crosby's obligation to recompense him for

their past dealings, but that Crosby took, or required Wells and

the IEB to take, specific actions intended to favor Wynn and Lohnes

and to place SSR and Caesars at a disadvantage.                           The allegations

say that Crosby urged Wynn to compete for the license and to remain

an applicant at one point when Wynn was poised to withdraw in

exasperation with the proceedings.                   Crosby allegedly caused Wells


                                              -5-
and   the   IEB    to   hold   it    against     Caesars    that    the   Gansevoort

organization may have had illegal dealings with Russian criminal

connections, whereas Wynn was not taxed with a suspect Macau

gambling    connection     or       Lohnes's    shady     associate.        Wynn   was

allegedly favored in setting a local referendum date for its

Everett application, whereas Caesars was denied adequate (and

statutorily provided) preparation time for an adjudicatory hearing

to contest the facts of the unfavorable recommendation proposed.

The   IEB   report,     together      with     informal    advice    that    the   SSR

application would be doomed by Caesars' proposed participation,

caused Caesars to accede to SSR's request that it withdraw from

their contractual relationship in order to save any chance of

success that SSR might have.

                                         II.

      The district court addressed the procedural due process claim

under the rule announced in Bd. of Regents of State Colls. v. Roth,

408 U.S. 564, 576-77 (1972), that an action for deprivation of

property by state action without due process of law must include a

showing that state law protects an identified property right said

to have been violated.              The substantive due process claim for

deprivation of property by the arbitrary exercise of government

power, of course, requires a like demonstration of a property right

infringed.        See Centro Medico del Turabo, Inc. v. Feliciano de

Melecio, 406 F.3d 1, 8 (1st Cir. 2005).                 Caesars claimed property


                                         -6-
in   an   implied   contract     with    the   state,   promising     a   license

applicant fair play in reaching a decision, as well as property in

its contract with SSR.      The district court accepted both theories,

but Caesars apparently placed principal reliance on the implied

contract, which was the primary subject of the court's discussion

in concluding that Caesars had adequately pleaded a violation of

due process. It nonetheless dismissed the official capacity claims

as barred by state immunity under the Eleventh Amendment, and

dismissed    the    individual    liability      claims    on   the   ground    of

qualified immunity, see Maldonado v. Fontanes, 568 F.3d 263, 268-69

(1st Cir. 2009).      The equal protection claims were dismissed for

failure of adequate pleading that the competing entities were

similarly situated, and the state cause of action was subject to

discretionary dismissal for want of a federal claim supporting the

exercise of supplemental jurisdiction.

                                        III.

      The first step in seeking relief from a deprivation of

property    without   due   process      in    violation   of   the   Fifth    and

Fourteenth Amendments is a legally plausible allegation of a

"protected property interest" recognized under state law.                      See

Centro Medico, 406 F.3d at 8 (citing Roth, 408 U.S. at 577).

Caesars has not made an allegation sufficient to complete that

first step.

      Two, and possibly three, claims of a protected property


                                        -7-
interest have been pressed or at least indicated before us.2    The

district court devoted principal attention to a theory of protected

property interest for which there was then some Massachusetts

authority, to the effect that submitting a bid for a public

contract creates an implied contract giving rise to a right of

property protected against unfairness in considering the bid.   See

Paul Sardella Constr. Co. v. Braintree Hous. Auth., 329 N.E.2d 762,

767 (Mass. App. Ct. 1975), aff'd, 356 N.E.2d 249 (Mass. 1976). For

the purpose of federal-question property analysis, this precedent

may well have suffered from circularity, but in any event while

this appeal was pending the theory's application to casino license

application was clearly repudiated by the Supreme Judicial Court of

Massachusetts in Abdow v. Att'y General, 11 N.E.3d 574, 582-88

(Mass. 2014) (holding that, because the regulation of gambling

falls within a state's core police power, neither a casino licensee



     2
           We are not sure that Caesars does refer to a third
theory, though if it does any argument for it is circular. Caesars
quotes, out of its context, an observation of the district court
that it would violate due process for state actors to conspire
deceitfully and purposely to deprive an applicant for a state-
provided license of the opportunity to compete for it. Appellants'
Br. 29. But in making that statement the court simply was not
enquiring into the existence of the property said to have been the
subject of deprivation.     Suffice it to say that there is no
freestanding right to due process that is itself a form of property
that the right to due process is guaranteed to protect. See Town
of Castle Rock v. Gonzales, 545 U.S. 748, 772 (2005) (Souter, J.,
concurring) ("[I]n every instance of property recognized by this
Court as calling for federal procedural protection, the property
has been distinguishable from the procedural obligations imposed on
state officials to protect it.").

                               -8-
nor an applicant for a casino license possesses the type of

entitlement necessary to conclude that the license or application

is    property   under   state   law).     See    Appellants'      Br.    31   n.8

(conceding this point).

       That decision has left Caesars with only its alternative

theory of property, which it repeatedly states as a general rule

that "[c]ontracts between private parties, as the Caesars Entities

enjoyed with SSR . . .[,] give rise to a protected property

interest for constitutional purposes."            Id. at 27 (citation and

internal quotation marks omitted).          At this level of generality,

however, the statement is too blunt to address the specific

question in this case, which is whether any property interest

created by a private contract like the Caesars-SSR agreement is

protected property as against non-party state actors whose untoward

conduct eliminates an applicant or its qualifiers from competition

for a casino license.

       An examination of the state cases recognizing property rights

created by private contract will show why the general statement

misses the narrower question pertinent here. To be sure, contracts

may be a form of property under state law.             See Bos. Elevated Ry.

Co.   v. Commonwealth, 39 N.E.2d 87, 109 (Mass. 1942) ("Valid

contracts     are    property,   whether    the    obligor    be    a     private

individual,      a   municipality,   a   state,   or   the   United      States."

(quoting Lynch v. United States, 292 U.S. 571, 579 (1934))); see


                                     -9-
also 31 Williston on Contracts § 78:68 (4th ed.) (discussing

contracts as property in the context of bankruptcy estates).              The

mere existence of a contract or its breach, however, is not

sufficient to show a "protected property interest" for purposes of

a due process claim of improper government interference.                  See

Redondo-Borges v. U.S. Dep't of Hous. & Urban Dev., 421 F.3d 1, 10

(1st Cir. 2005) ("We have held with a regularity bordering on the

echolalic that a simple breach of contract does not amount to an

unconstitutional deprivation of property.").             Rather, the critical

enquiry is whether the aggrieved party to the contract has a

legitimate claim of "entitlement" to the benefits of the contract

that government action may not abridge.              See Allen v. Bd. of

Assessors, 439 N.E.2d 231, 233 (Mass. 1982) (quoting Roth, 408 U.S.

at 577).

     In its simplest form, this issue is approached with some

frequency   in   suits   by   employees       of   the    government   itself

challenging their discharge.     In these cases, Massachusetts courts

have consistently held that some sort of for-cause termination

provision is necessary in order for a contractual benefit of

continued   employment   to   qualify    as    "protected     property"   for

purposes of due process.      E.g., In re Powers, 987 N.E.2d 569, 584

(Mass. 2013); German v. Commonwealth, 574 N.E.2d 336, 339 (Mass.

1991); Harris v. Bd. of Trs. of State Colls., 542 N.E.2d 261, 265

(Mass. 1989); Knox v. Civil Serv. Comm'n, 825 N.E.2d 101, 105


                                  -10-
(Mass. App. Ct. 2005); Costello v. Sch. Comm., 544 N.E.2d 594, 597-

98 (Mass. App. Ct. 1989); see also Clukey v. Town of Camden, 717

F.3d    52,    56-58     (1st       Cir.    2013)      (collecting    examples     of

circumstances       in   which      other   public      employment    benefits     are

protected under due process). That is to say, contractual property

protected     as   against      a   contracting        government    requires    some

independently imposed or agreed-upon limitation on the government's

freedom to act.          Thus, in suits relating to applications or

renewals      of   state-issued       permits     or    licenses    (which   may   be

memorialized in contracts with the state), Massachusetts courts

have held that, if the state actor retains discretion to grant or

withhold the permit or license, there is no protected property

interest. E.g., Roslindale Motor Sales, Inc. v. Police Comm'r, 538

N.E.2d 312, 314-15 (Mass. 1989); R.V.H., Third, Inc. v. State

Lottery Comm'n, 716 N.E.2d 127, 130 (Mass. App. Ct. 1999); accord

KES Brockton, Inc. v. Dep't of Pub. Utils., 618 N.E.2d 1352, 1356

(Mass. 1993).        In some, albeit rare, instances, even an issued

license is not a protected property interest if the recipient is on

notice that the license is subject to termination or restriction.

E.g., Lotto v. Commonwealth, 343 N.E.2d 855, 857 (Mass. 1976); Take

Five Vending, Ltd. v. Town of Provincetown, 615 N.E.2d 576, 580-81

(Mass. 1993).

       These, latter, discretionary licensing cases focus the issue

in this case.       Of course, at this point Caesars is not claiming


                                           -11-
property in a contract to which the state is a party, but it is

claiming property in a contract (with SSR).      But because its value

is an expected benefit that is dependent on the response of the

state to a license application, the analysis of property as

expected value is therefore the same as in the licensing cases just

cited.3   See generally VMark Software, Inc. v. EMC Corp., 642

N.E.2d 587, 590 n.2 (Mass. 1994) (describing the general rule for

recovery for breach of contract actions under Massachusetts law as

"expectation damages," wherein "the wronged party [is] . . . placed

in the same position as if the contract had been performed"

(internal quotation marks omitted)).       The issue, then, is whether

Massachusetts law would recognize in the request for action by the

Commission a source of expectable value sufficiently reliable to be

protected as property.     The licensing cases point to a negative

answer,   and   the   casino   licensing   law   does   the   same   with

unmistakable emphasis.

     To begin with, such an expectation seems to be in mortal

tension with Abdow: if there would be no deprivation of protectable

property in a casino operation by a legislative repeal of all

casino licensing authority after licenses had been issued, it is

difficult to imagine that the Massachusetts courts would find a


     3
          We are not concerned here with whatever rights Caesars
and SSR may have in relation to each other, whether the license be
granted or not. The only damage identified to us is understood to
be the loss of valuable benefit anticipated from operating under
the casino license sought.

                                  -12-
protectable interest in any claimed expectation of obtaining such

a license applied for but yet to be issued.        See 11 N.E.3d at 586.4

      In fact, expectation of value on the part of any applicant

appears untenable as a property interest under the terms of the

licensing statute itself, which invests the Commission with an

apparently unlimited scope for discretionary judgment, reflecting

the commercial and social risks presented by casino operation, see

Selectmen v. State Racing Comm'n, 86 N.E.2d 65, 70 (Mass. 1949)

(observing that, while Massachusetts has legalized some forms of

gambling, "because of the nature of the business," it "can be

abolished at any time that the Legislature may deem proper for the

safeguarding and protection of the public welfare").             The very

breadth of the subjects as identified for IEB investigation speak

to   the   degree   of   that   discretion:   "integrity,   honesty,   good

character and reputation of the applicant," Mass. Gen. Laws ch.

23K, § 12(a)(1); "financial responsibility, character, reputation,

integrity and general fitness . . . to warrant belief by the

commission that the applicant will act honestly, fairly, soundly

and efficiently," id. § 12(a)(7); "any . . . reason, as determined

by the commission, as to why it would be injurious to the interests

of the commonwealth in awarding the applicant a gaming license,"

id. § 12(b).


      4
          Abdow was concerned with the state's exercise of core
police power by legislation or referendum, but its denial of a
property interest was stated more broadly.

                                    -13-
     The authorized judgment inherent in these spacious mandates is

at odds with judicial reviewability for the purpose of property

protection, as the statute expressly confirms.              "The commission

shall have full discretion as to whether to issue a license.

Applicants shall have no legal right or privilege to a gaming

license and shall not be entitled to any further review if denied

by the commission."   Id. § 17(g).      This language is at war with any

claims by an applicant or its contracting parties to have an

expectation of value subject to property protection against state

discretionary action.    See Town of Castle Rock v. Gonzales, 545

U.S. 748, 756 (2005) ("Our cases recognize that a benefit is not a

protected entitlement if government officials may grant or deny it

in their discretion.").       On the contrary, participating in an

application for a casino license is accorded no status more

substantial than an act of hope alone, see Abdow, 11 N.E.3d at 585

("[T]he possibility of abolition is one of the many foreseeable

risks that casinos, slots parlors, and their investors take when

they choose to apply for a license and invest in a casino or slots

parlor."),   and   "dashed   hopes    [alone]   .   .   .   cannot   yield   a

constitutionally protected property interest," Redondo-Borges, 421

F.3d at 9.

     In Caesars' attempt to establish something more at stake it

rests heavily, not on a contract case, but on the licensing case of

Kennie v. Natural Resources Department of Dennis, 889 N.E.2d 936


                                     -14-
(Mass. 2008).      But we think Kennie is persuasive in illustrating

the   difference    between   a     hope    to    get     a    casino        license   and

traditional, preexisting property right giving rise to something

more, even though the property is subject to reasonable regulation.

That case stands for entitlement as a matter of state law to a fair

administrative process on an application for a permit to construct

a dock as an adjunct to waterfront property, so long as it does not

infringe the rights of neighbors or public use of waterways and

submerged   land,    but   Kennie    does    not     so       much    as     suggest    the

recognition of some property interest to be discerned in Caesars'

position.   The property interest asserted in Kennie was the right

to make lawful improvements to the shoreline land.                            Id. at 943

(noting     the     "constitutionally            protected           right     to      make

improvements," though the "right is, of course, subject to some

government regulation").      Here, in contrast, Caesars' claim has no

analog to the property in land and no reasonable expectation of a

right to engage in an extraordinary business raising serious

commercial and social risks.

      Since Caesars cannot allege any protected property interest at

stake, the procedural and substantive due process claims have no

foundation and are correctly dismissed for failure to state a claim

subject to relief.     In concluding as we do, we do not forget that

the Supreme Judicial Court has not given a controlling decision on

just the question before us, but we think the likelihood of an


                                      -15-
answer in Caesars' favor is too slight to justify requesting that

Court for its opinion, under Mass. S.J.C. R. 1:03.

                                        IV.

     Caesars' remaining federal claims are that the defendants

violated the Fourteenth Amendment guarantee of equal protection of

the laws in forcing it out by treating it differently and to its

disadvantage, for the very purposes of disfavoring it and favoring

Wynn for the benefit of Lohnes.           The issue raised by dismissal of

these claims is whether the law construing § 1983 recognizes a

claim for wrongful treatment of a casino license applicant or its

associate as a class-of-one plaintiff, within the principle of

Vill. of Willowbrook v. Olech, 528 U.S. 562 (2000) (per curiam).

That case held that an arbitrary demand for a 33-foot easement

instead of the 15-foot easement required of similarly situated

applicants for municipal utility connections states a cognizable

claim, even though the complaining property owner did not fall

within any identifiable class of the disfavored, but stood as a

unique victim.

     Caesars complains here as a class of one. It alleges no other

applicants   or    potential       applicants    who   were    subject    to     the

disadvantageous        treatment   it   claims   to    have    suffered   and    no

membership   in    a    class   whose    differential    treatment       might   be

suspect.    Id. at 565.

     We    think   that    no   class-of-one     cause    of    action    can     be


                                        -16-
recognized against state actors given the remarkable breadth of

discretion provided by the Massachusetts casino licensing statute.

The persuasive authority here is Engquist v. Oregon Dep't of

Agric., 553 U.S. 591 (2008), which limited the scope of the Olech

rule.      Engquist dealt with the singular treatment claim of a

government employee-at-will who was forced out of her job without,

as   she   claimed,   any   reasonable   justification   as    judged   by

established employment criteria or practice.      Engquist's specific

holding distinguished government action under the "arm's-length

regulation," involved in Olech from government treatment of its own

employees in positions filled subject to discretionary judgment

about whom to employ, where "treating seemingly similarly situated

individuals differently . . . is par for the course."          Id. at 604.

That is, pure legal discretion in government hiring and firing,

absent contractual restrictions forming terms of employment, is not

itself unreasonable, making judicial review both inappropriate, see

id. at 599-600, and potentially destructive of a systemically

justifiable way of doing public business, id. at 607-09.

        Although Engquist's specific subject was public employment,

its reasoning extends beyond its particular facts, and we agree

with those federal courts that have found the case applicable

beyond government staffing.       See, e.g., Douglas Asphalt Co. v.

Qore, Inc., 541 F.3d 1269, 1273-74 (11th Cir. 2008) (applying

Engquist     to   government   contracting);   Flowers    v.     City   of


                                  -17-
Minneapolis, 558 F.3d 794, 799-800 (8th Cir. 2009) (applying

Engquist to police investigations); but see Analytical Diagnostic

Labs, Inc. v. Kusel, 626 F.3d 135, 141-43 (2d Cir. 2010) (noting

some tension among the federal courts on how far Engquist's

reasoning extends beyond the public employment context). The scope

of the Engquist rationale, we think, is expressed in the Supreme

Court's explanation that public hiring for at-will employment is an

example of those "forms of state action . . . which by their nature

involve discretionary decisionmaking based on a vast array of

subjective, individualized assessments . . . [in which] treating

like individuals differently is an accepted consequence of the

discretion    granted."      553    U.S.     at    603.       The    price   of   such

discretion as is considered reasonable at the systemic level is

thus the absence of a crucial element of Olech's class-of-one cause

of action, "the existence of a clear standard against which

departures,    even    for   a   single      plaintiff,        could    be    readily

assessed."    Id. at 602.

     These quotations from the Engquist majority opinion describe

the circumstances of the casino licensing scheme at issue here.

Our enquiry into the property requirement in the due process

discussion    has     already    shown     the      breadth     of    discretionary

Commission judgment authorized by the general terms of the required

IEB investigation into an applicant's "overall reputation," which

encompasses    the     subject     matters        mentioned     earlier      "without


                                      -18-
limitation." Mass. Gen. Laws ch. 23K, § 12(a). The possibility of

mandating or deriving a baseline against which to assess a claim of

"treating seemingly similarly situated individuals differently,"

Engquist, 553 U.S. at 604, is in fact even further from possibility

in casino licensing than in public hiring.     Nor is there any room

to suggest that broad discretionary judgment is somehow out of

place in licensing an activity that is disclosed in this record as

attracting criminal elements at home and from abroad, and raising

risks of criminal abuse and threats to projected public revenue.

The IEB's and Commission's responsibility could not be further from

the examples of approving utility connections or the placement of

private docks, and the virtually plenary discretion that defines

the state activity places this case squarely within the Engquist

rule limiting class-of-one redress.      The equal protection counts

must accordingly be dismissed.

                                  V.

     Since the federal claims were dismissed on the pleadings, the

district   court   properly   declined   to   exercise   supplemental

jurisdiction over the remaining state law claim for tortious

interference with contractual relations. See Carnegie-Mellon Univ.

v. Cohill, 484 U.S. 343, 350 (1988); Rodríguez v. Doral Mortg.

Corp., 57 F.3d 1168, 1177 (1st Cir. 1995).

                                 VI.

     The judgment of the district court is affirmed.


                                 -19-
