APPEAL FROM THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MASSACHUSETTS [Hon. George A. O'Toole, Jr., U.S. District Judge]
The opinion of the court was delivered by: Boudin, Circuit Judge.
Before Boudin, Lipez and Thompson, Circuit Judges.
In September 2009, plaintiffs Ashleigh Pruell and Amy Gordon filed suit in the district court in Massachusetts against hospitals and health care providers in the Caritas Christi hospital network ("Caritas"), as well as two hospital executives.*fn1 Pruell and Gordon complained of systematic under-compensation--in particular, a failure to compensate them for work performed during their meal break, for work performed before and after shifts, and for time spent attending training sessions. The complaint set forth several claims under federal law: specifically, that Caritas -violated the minimum wage and overtime provisions of the Fair Labor Standards Act ("FLSA"), 29 U.S.C. §§ 206-207 (2006); -failed to keep accurate records and to credit all hours worked in violation of the Employee Retirement Income Security Act ("ERISA"), 29 U.S.C. §§ 1059(a)(1), 1104(a)(1); and -engaged in a pattern of mail fraud by sending misleading payroll checks, in violation of the Racketeer Influenced and Corrupt Organizations Act ("RICO"), 18 U.S.C. § 1962, 1964(c).
Plaintiffs purport to represent a large class of Caritas employees; the FLSA claim was brought under that statute's "collective action" provision, 29 U.S.C. § 216(b), rather than as a class action, but that distinction makes no difference here.
In January 2010, Caritas moved to dismiss plaintiffs' original complaint. The FLSA guarantees covered employees a minimum wage of $7.25 an hour, 29 U.S.C. § 206(a), and payment of one-and-one-half times their regular rate for hours worked in excess of forty in any workweek, id. § 207(a)(1). The district court held that the FLSA claim was deficiently pled, Pruell v. Caritas Christi, No. 09-11466, 2010 WL 3789318 (D. Mass. Sept. 27, 2010), and that this was fatal to the complaint because the ERISA and RICO claims are derivative of the FLSA claim.
The reasoning was straightforward. To state a valid FLSA claim, plaintiffs had to allege (1) that they were employed by Caritas; (2) that their work involved interstate activity; and (3) that they performed work for which they were under-compensated. 29 U.S.C. §§ 206(a), 207(a)(1). The district court found insufficient the allegation of the last element, given the lack of any information on plaintiffs' approximate weekly wages and hours worked, or even an allegation that they had worked in excess of forty hours in any workweek. The court granted plaintiffs leave to amend the complaint. Pruell, 2010 WL 3789318 at *3-*5.
In October 2010, plaintiffs filed their amended complaint, adding only the general allegation that the named plaintiffs and the 12,000 putative class members "regularly worked" over 40 hours a week and were not compensated for such time. In June 2011, on Caritas' renewed motion, the district court found that the FSLA claim remained deficient; it said also that the allegation of employment--providing no information about the named plaintiffs' specific employer or positions--was too vague. Pruell v. Caritas Christi, No. 09-11466 (D. Mass. July 13, 2011).
The district court this time refused to permit further amendment and dismissed the complaint with prejudice. The plaintiffs now appeal. Review of the district court's dismissal of the claims is de novo, Estate of Bennett v. Wainwright, 548 F.3d 155, 162-63 (1st Cir. 2008), and the denial of leave to amend further is reviewed for abuse of discretion, Universal Commc'n Sys., Inc. v. Lycos, Inc., 478 F.3d 413, 418 (1st Cir. 2007).
The need for pleading specificity in federal complaints has been somewhat unsettled since the Supreme Court's decisions in Bell Atlantic Corp. v. Twombly, 550 U.S. 544 (2007) and Ashcroft v. Iqbal, 129 S. Ct. 1937 (2009). The Federal Rules of Civil Procedure have long provided for "notice pleading," requiring a "short and plain statement of the claim showing that the pleader is entitled to relief," Fed. R. Civ. P. 8(a)(2), but the Supreme Court also made clear in Twombly that
Rule 8(a)(2) still requires a "showing," rather than a blanket assertion, of entitlement to relief. Without some factual allegation in the complaint, it is hard to see how a claimant could satisfy the requirement of providing not only "fair notice" of the nature of the claim, but also "grounds" on which the claim rests.
Indeed, well before Twombly and Iqbal, specificity requirements had been stiffened in many circuit courts, see Twombly, 550 U.S. at 562 (collecting cases), redressing what had been a much earlier swing of the pendulum to the other end of its arc, e.g., Conley v. Gibson, 355 U.S. 41 (1957); other pressures for tightening up have come from growing dockets, the enormous cost of modern discovery, and the benefits to court and parties of sorting out hopeless claims early on. But, as in any transition, there remain issues of fair warning and elucidation.
To allege an employment relationship, plaintiffs in this case state: "At all relevant times, Ashleigh Pruell and Amy Gordon ("Plaintiffs") were employees under the FLSA, employed by defendants within this district and reside within this District"; and to allege underpayment of overtime, the complaint as amended says: "Throughout their employment with defendants, Plaintiffs regularly worked hours over 40 in a week and were not compensated for such time, including the applicable premium pay." Amended Complaint ¶¶ 75-76, Pruell, No. 09-11466.
The key statement--"regularly worked hours over 40 in a week and were not compensated for such time"--is one of those borderline phrases. As we explained in Penalbert-Rosa v. Fortuno-Burset, "some allegations, while not stating ultimate legal conclusions, are nevertheless so threadbare or speculative that they fail to cross 'the line between the conclusory and the factual.'" 631 F.3d 592, 595 (1st Cir. 2011) (quoting ...