                           NOT FOR PUBLICATION

                    UNITED STATES COURT OF APPEALS                            FILED
                            FOR THE NINTH CIRCUIT                              JUN 16 2014

                                                                          MOLLY C. DWYER, CLERK
                                                                            U.S. COURT OF APPEALS

DENNIS HELLERVIK and THO                         No. 12-56373
HELLERVIK,
                                                 D.C. No. 2:12-cv-00522-RGK-
              Plaintiffs - Appellants,           FMO

  v.
                                                 MEMORANDUM*
3M COMPANY; et al.,

              Defendants - Appellees.


                    Appeal from the United States District Court
                       for the Central District of California
                    R. Gary Klausner, District Judge, Presiding

                        Argued and Submitted June 6, 2014
                              Pasadena, California

Before: FISHER and MURGUIA, Circuit Judges, and BATTAGLIA, District
Judge.**

       Dennis and Tho Hellervik appeal from the district court’s dismissal of their

complaint for asbestos-related injuries and from its denial of leave to amend their


        *
             This disposition is not appropriate for publication and is not precedent
except as provided by 9th Cir. R. 36-3.
       **
            The Honorable Anthony J. Battaglia, United States District Judge for
the Southern District of California, sitting by designation.
complaint. Reviewing for abuse of discretion, Henry A. v. Willden, 678 F.3d 991,

998 (9th Cir. 2012), we reverse the district court’s denial of leave to amend. We

need not decide whether the complaint was properly dismissed.

      “Dismissal with prejudice and without leave to amend is not appropriate

unless it is clear on de novo review that the complaint could not be saved by

amendment.” Eminence Capital, LLC v. Aspeon, Inc., 316 F.3d 1048, 1052 (9th

Cir. 2003) (citing Chang v. Chen, 80 F.3d 1293, 1296 (9th Cir. 1996)).

      Here, the only reason the district court gave for denying leave to amend was

that the Hellerviks “have already had two chances to state sufficient factual

allegations to support their claims.” This is no reason not to permit amendment of

a complaint. See Foman v. Davis, 371 U.S. 178, 182 (1962) (identifying “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, [and] futility of

amendment” as the sort of factors that may justify denying leave to amend a

complaint); Henry A., 678 F.3d at 1005 (“‘[A] district court should grant leave to

amend . . . unless it determines that the pleading could not possibly be cured by the

allegation of other facts.’” (quoting Lopez v. Smith, 203 F.3d 1122, 1130 (9th Cir.

2000)).


                                          2
      Because the district court did not give a legitimate reason for withholding

leave to amend, it abused its discretion. See Eminence Capital, 316 F.3d at 1052

(“A district court’s failure to consider the relevant factors and articulate why

dismissal should be with prejudice instead of without prejudice may constitute an

abuse of discretion.” (citing Foman, 371 U.S. at 182)). We remand to the district

court so that the Hellerviks may file an amended complaint.

      REVERSED and REMANDED.




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