                   United States Court of Appeals
                         FOR THE EIGHTH CIRCUIT
                                    ___________

                                    No. 05-1677
                                    ___________

William E. Stricker, Pamela Hines     *
Stricker, Ozark Management, Inc.,     *
Allergy & Asthma Consultants of       *
the Ozarks, Ltd.,                     *
                                      *
      Plaintiffs - Appellants,        *
                                      *
      v.                              *
                                      * Appeal from the United States
Union Planters Bank, N.A., Great      * District Court for the
Plains Airline Holding Co.,           * Western District of Missouri.
                                      *
      Defendants,                     *
                                      *
David A. Johnson, Steven R. Berlin,   *
Tom Kimball, Tammie Maloney,          *
Jeff Sullivan, Donald L. McCorkell,   *
Burt B. Holmes, John H. Knight,       *
                                      *
      Defendants - Appellees.         *
                                 ___________

                           Submitted: November 16, 2005
                              Filed: February 3, 2006
                               ___________

Before MURPHY, BOWMAN, and GRUENDER, Circuit Judges.
                         ___________

BOWMAN, Circuit Judge.
       William Stricker, Pamela Stricker, Ozark Management, Inc., and Allergy &
Asthma Consultants of the Ozarks, Ltd. (collectively, "the Strickers") appeal from the
District Court's1 denial of their motion for leave to amend their complaint against the
appellees—each a current or former director of Great Plains Airlines Holding
Company ("Great Plains"). We affirm.

       In September 1999, the Strickers obtained a $21,800,000 loan (the "Aircraft
Loan") from Union Planters Bank in Columbia, Missouri, to purchase airplanes for
Ozark Air Lines, a new regional airline they intended to operate out of Columbia.
Union Planters required that the Strickers execute an Unconditional Guaranty of
Payment and Performance on the Aircraft Loan. In early 2001, the Strickers sold the
majority of their interest in Ozark Air to Great Plains, a regional airline operating out
of Tulsa, Oklahoma, and accepted shares of Great Plains stock in the transaction.
Also in connection with the sale, Great Plains assumed responsibility for future
payments under the Aircraft Loan and agreed to request that Union Planters release
the Strickers from their personal guaranty on the loan. Union Planters, however, later
rejected a written request from Great Plains to release the Strickers from their
personal guaranty.

       In March 2003, Union Planters sent the first of four default notices to the
Strickers as guarantors on the Aircraft Loan, stating that Great Plains had failed to
make several payments. Although Great Plains and Union Planters eventually
restructured the loan agreement, Union Planters again refused to release the Strickers
from their personal guaranty on the Aircraft Loan. When Great Plains later defaulted
on the Aircraft Loan, the Strickers paid the outstanding loan balance pursuant to their
personal guaranty.



      1
      The Honorable Nanette K. Laughrey, United States District Judge for the
Western District of Missouri.

                                          -2-
      The Strickers, as shareholders of Great Plains, filed a complaint alleging gross
negligence and breach of fiduciary duty by the appellees in their capacities as current
or former directors of Great Plains. The Strickers claimed that the appellees caused
Great Plains to default on the Aircraft Loan and, because the appellees failed to
obtain their release as guarantors, triggered the Strickers' obligation to pay the
outstanding balance of the loan. The District Court granted the appellees' motion to
dismiss the breach-of-fiduciary-duty and gross-negligence claims, reasoning that the
Strickers' alleged injuries arose out of their status as creditors of Great Plains and that
they could not base their claims on duties owed to them as shareholders of Great
Plains. Order of Sept. 7, 2004 at 7–8.2

       The Strickers then sought leave to amend their complaint to assert a claim
against the appellees for gross negligence and for breach of fiduciary duty allegedly
owed to the Strickers not as shareholders but as creditors of Great Plains. The
District Court denied the Strickers leave to amend, concluding that in their capacity
as individual creditors of Great Plains, they did not have standing under Missouri law
to assert breach-of-fiduciary-duty and gross-negligence claims directly against the
appellees. The Strickers appeal, and we affirm.

       The Strickers first argue that the District Court erred by applying Missouri law.
In a diversity action, a district court sitting in Missouri follows Missouri's choice-of-
law rules to determine applicable state law, and we review the court's conclusions
de novo. See Hill v. Burlington N. & Santa Fe Ry. Co. (In re Derailment Cases), 416
F.3d 787, 794 (8th Cir. 2005). When determining choice-of-law issues in tort actions,
Missouri courts apply the "most significant relationship" test. Goede v. Aerojet Gen.
Corp., 143 S.W.3d 14, 24 (Mo. Ct. App. 2004). This test requires a court to consider:
"(a) the place where the injury occurred, (b) the place where the conduct causing the
injury occurred, (c) the domicile, residence, nationality, place of incorporation and


      2
       The Strickers do not challenge this ruling.

                                           -3-
place of business of the parties, and (d) the place where the relationship, if any,
between the parties is centered." Id. n.6 (quoting Restatement (Second) of Conflict
of Laws § 145 (1971)). After considering these factors, the District Court concluded
that Missouri law applied to the Strickers' claims because the Strickers were Missouri
residents; the relationship between the litigants arose solely from an agreement
regarding the sale of Ozark Air, an airline carrier incorporated in and operating out
of Missouri; and the Strickers' claims stemmed from a loan secured in whole or in
part by property located in Missouri. For the reasons given by the District Court, we
agree that Missouri law applies to the Strickers' claims.

       The Strickers next argue that the District Court erred in denying their motion
for leave to file a second amended complaint. Although "leave to amend should be
granted freely 'when justice so requires,'" it may be denied if an amendment would
be futile. Migliaccio v. K-tel Int'l, Inc. (In re K-tel Int'l, Inc. Sec. Litig.), 300 F.3d
881, 899 (8th Cir. 2002) (quoting Fed. R. Civ. P. 15(a)). When a district court
concludes that an amendment would be futile because "no actual amendments to the
complaint are possible, we review the denial of leave to amend for abuse of
discretion." Campagnuola v. Cerner Corp. (In re Cerner Corp. Sec. Litig.), 425 F.3d
1079, 1086 (8th Cir. 2005) (citing K-tel, 300 F.3d at 899–900). On the other hand,
when a district court concludes that an amendment would be futile because "a specific
allegation, even if amended, would fail to state a claim as a matter of law, we review
the denial de novo." Id. (citing K-tel, 300 F.3d at 899); see also Batt v. Acceptance
Ins. Cos., Inc. (In re Acceptance Ins. Cos. Sec. Litig.), 423 F.3d 899, 904 (8th Cir.
2005) (noting that while we generally review the denial of a motion to amend for
abuse of discretion, "for the narrow issue of futility, we review de novo"). Although
the parties disagree about the applicable standard of review, we conclude that under
either standard the Strickers have not shown that an amendment would save their
claims.




                                           -4-
       The District Court denied the Strickers' motion to amend based on its
conclusion that "an individual creditor does not have standing to assert a breach of
fiduciary duty claim against corporate directors." Order of Nov. 16, 2004 at 4. In
Drummond Co. v. St. Louis Coke & Foundry Supply Co., No. ED 84884, 2005 WL
2648443 (Mo. Ct. App. Oct. 18, 2005), a decision published after the District Court
issued its order in this case, the Missouri Court of Appeals considered and rejected
a claim similar to the fiduciary-duty claim asserted by the Strickers. Drummond sued
St. Louis Coke's directors, claimed that the directors caused St. Louis Coke to default
on payments due to Drummond and thereby breached a fiduciary duty owed to
Drummond as a creditor of St. Louis Coke. In rejecting Drummond's claim, the
Missouri Court of Appeals observed that "no Missouri case has held there to be a
cause of action for breach of fiduciary duty by a corporate director to a creditor of the
corporation." Id. at *4. The court acknowledged, however, that "in the limited
situation where . . . it is conclusively established that [the corporation] is insolvent,"
a director may be liable to creditors of the corporation because "[i]n such cases the
corporation [is] effectively de facto dissolved, placing the directors . . . in a trustee-
like position for the equal benefit of all creditors." Id. at *5 (emphasis added).

       The Strickers are not suing on behalf of all creditors of Great Plains—they seek
only an individual recovery. Accordingly, even if they "conclusively established"
that Great Plains was insolvent, thus triggering the appellees' "trustee-like" duty to
all creditors of Great Plains, they do not have standing to sue for a full individual
recovery of the outstanding balance on the Aircraft Loan. We conclude that the
District Court did not err, much less abuse its discretion, in denying the Strickers'
motion for leave to amend their complaint. We affirm the judgment of the District
Court.
                        ______________________________




                                           -5-
