Lawyers for Fair Reciprocal Admission v. USA

FOR PUBLICATION

UNITED STATES COURT OF APPEALS

FOR THE NINTH CIRCUIT

LAWYERS FOR FAIR No. 24-2213

RECIPROCAL ADMISSION,

D.C. No.

2:22-cv-01221-

Plaintiff - Appellant,

MWM

v.

UNITED STATES OF AMERICA; OPINION

MERRICK B. GARLAND, Attorney

General; Honorable MARY H.

MURGUIA, Chief Circuit Judge;

Honorable MICHAEL DALY

HAWKINS, Circuit Judge;

Honorable MORGAN B.

CHRISTEN, Circuit Judge;

Honorable SANDRA S. IKUTA,

Circuit Judge; Honorable

MICHELLE T. FRIEDLAND,

Circuit Judge; Honorable ERIC D.

MILLER, Circuit Judge; Honorable

BRIAN M. MORRIS, Chief District

Judge; MIRANDA M. DU, District

Judge; PHYLLIS J. HAMILTON,

District Judge; Honorable RONALD

S.W. LEW, Senior District Judge; G.

MURRAY SNOW, District Judge;

SUSAN M. BRNOVICH, District

Judge; DIANE J. HUMETEWA,

2 LAWYERS FOR FAIR RECIPROCAL ADMISSION V. USA

District Judge; DOMINIC LANZA,

District Judge; Honorable MICHAEL

T. LIBURDI, District Judge;

STEVEN PAUL LOGAN, District

Judge; Honorable DOUGLAS L.

RAYES, District Judge; JOHN

JOSEPH TUCHI, District Judge;

JOHN CHARLES HINDERAKER,

District Judge; ROSEMARY

MÁRQUEZ, District Judge;

Honorable SCOTT H. RASH,

District Judge; JAMES ALAN

SOTO, Senior District Judge;

JENNIFER G. ZIPPS, Chief District

Judge; Honorable PHILIP S.

GUTIERREZ, District Judge;

FERNANDO L. AENLLE-ROCHA,

District Judge; PERCY

ANDERSON, District Judge;

ANDRÉ BIROTTE, Jr., District

Judge; STANLEY BLUMENFELD,

Jr., District Judge; MICHAEL W.

FITZGERALD, District Judge;

Honorable MAAME EWUSI-

MENSAH FRIMPONG, District

Judge; SHERILYN PEACE

GARNETT, District Judge; DOLLY

M. GEE, District Judge; JOHN W.

HOLCOMB, District Judge; R.

GARY KLAUSNER, District Judge;

JOHN A. KRONSTADT, District

Judge; FERNANDO M. OLGUIN,

District Judge; VIRGINIA A.

LAWYERS FOR FAIR RECIPROCAL ADMISSION V. USA 3

PHILLIPS, District Judge; MARK C.

SCARSI, District Judge;

JOSEPHINE L. STATON, District

Judge; JOHN F. WALTER, District

Judge; Honorable STEPHEN V.

WILSON, District Judge; Honorable

OTIS D. WRIGHT II, District Judge;

GEORGE H. WU, Senior District

Judge; MARCO A. HERNANDEZ,

Senior District Judge; ANN L.

AIKEN, District Judge; DAVID G.

ESTUDILLO, District Judge;

Honorable STANLEY ALLEN

BASTIAN, District Judge; Honorable

SHARON L. GLEASON, Chief

District Court; DERRICK KAHALA

WATSON, District Judge; J.

MICHAEL SEABRIGHT, District

Judge; DAVID C. NYE, District

Judge; STEPHEN W KENYON;

Honorable RICHARD SEEBORG,

Chief District Judge; DANA M.

SABRAW, District Judge;

KIMBERLY J. MUELLER, District

Judge,

Defendants - Appellees.

Appeal from the United States District Court

for the District of Arizona

Michael W. Mosman, District Judge, Presiding

4 LAWYERS FOR FAIR RECIPROCAL ADMISSION V. USA

Submitted January 14, 2025*

Pasadena, California

Filed June 20, 2025

Before: Ronald M. Gould and Mark J. Bennett, Circuit

Judges, and David A. Ezra, District Judge.**

Opinion by Judge Bennett

SUMMARY***

Ninth Circuit General Admission Local Rules

The panel affirmed the district court’s dismissal with

prejudice of a lawsuit brought by Lawyers for Fair

Reciprocal Admissions (“LFRA”) challenging local rules of

the federal district courts in the Ninth Circuit that require an

attorney seeking general admission to the district court to be

a member in good standing of the bar of the state in which

the district court is located (“Admission Rules”).

The panel held that, except for its Sixth Amendment

claim, LFRA pleaded standing to bring claims on behalf of

*

The panel unanimously concludes this case is suitable for decision

without oral argument. See Fed. R. App. P. 34(a)(2).

**

The Honorable David A. Ezra, United States District Judge for the

District of Hawaii, sitting by designation.

***

This summary constitutes no part of the opinion of the court. It has

been prepared by court staff for the convenience of the reader.

LAWYERS FOR FAIR RECIPROCAL ADMISSION V. USA 5

its members. However, LFRA lacked standing to bring a

Sixth Amendment right to counsel claim on behalf of itself

or its members. The Sixth Amendment protects criminal

defendants, not their lawyers, and LFRA did not allege that

it or any of its members were facing prosecution as

defendants in any criminal case and were denied counsel or

had their choice of counsel constrained, nor did it allege any

other invasion of a legally protected interest.

The panel held that LFRA’s remaining claims failed on

the merits.

First, the Admission Rules do not violate separation of

powers or federalism principles because a federal district

court’s conditioning of general admission to its own bar on

forum state membership does not cede any power of the

federal judiciary, whether to a coequal branch or to a state.

Second, the Admission Rules do not violate Article IV’s

Privileges and Immunities Clause or the Fourteenth

Amendment’s Privileges or Immunities Clause because

federal district courts’ conditioning of general admission to

their bars on forum state bar membership does not involve

any action by states. Nor do the Rules discriminate based on

state of residence.

Third, the Admission Rules do not violate the Fifth or

Fourteenth Amendment’s Equal Protection Clause because,

applying rational basis review, there are legitimate reasons

for conditioning general admission to a district court on

forum state bar membership.

Fourth, the Admission Rules do not violate the First

Amendment as they are not unlawful prior restraints, nor do

they unlawfully restrict speech based on communicative

6 LAWYERS FOR FAIR RECIPROCAL ADMISSION V. USA

content. They do not deprive LFRA members of the right to

petition or infringe on the right to associate.

Fifth, the Admission Rules do not violate the Full Faith

and Credit Act because admission to one state’s bar does not

establish that any attorney is qualified to practice in any

other state.

Sixth, the Admission Rules do not implicate 28 U.S.C.

§ 2072(b) of the Rules Enabling Act or § 332(d)(4) of the

statutory rules for the Ninth Circuit Judicial Council because

they are not general rules of practice and procedure

prescribed by the Supreme Court under § 2072(a).

Seventh, the Admission Rules do not violate Federal

Rules of Civil Procedure 1 and 83 because Rules 1 and 83

do not create a private right of action.

Eighth, LFRA’s procedural due process claims failed

because they lack sufficient factual allegations.

Finally, the panel held that the district court did not abuse

its discretion in dismissing LFRA’s amended complaint

without leave to amend because LFRA’s complaint could

not be saved by amendment.

COUNSEL

Joseph R. Giannini, Los Angeles, California, for Plaintiff-

Appellant.

Emory T. Hurley, Assistant United States Attorney; Caitlin

B. Noel, Appellate Chief; Gary M. Restaino, United States

Attorney; Office of the United States Attorney, United States

Department of Justice, Phoenix, Arizona; for Defendants-

Appellees.

LAWYERS FOR FAIR RECIPROCAL ADMISSION V. USA 7

OPINION

BENNETT, Circuit Judge:

Each of the federal district courts within the Ninth

Circuit has adopted local rules requiring an attorney seeking

general admission to the district court to be a member of the

bar of the state in which the district court is located

(“Admission Rules”). Lawyers for Fair Reciprocal

Admissions (“LFRA”) sued the United States, the U.S.

Attorney General, and certain federal circuit and district

judges in the Ninth Circuit (collectively, “Defendants”),

challenging the Admission Rules on various constitutional,

statutory, and procedural grounds. LFRA appeals the district

court’s dismissal of its challenge. Because the Admission

Rules are constitutional, we affirm.1

I. BACKGROUND

LFRA is a public benefit corporation under California

law, with offices in Los Angeles. 2 LFRA alleges that its

members include lawyers who are barred in various states

outside the Ninth Circuit, who do not wish to join another

state bar, and who cannot seek general admission to a federal

district court within the Ninth Circuit as a result. LFRA

challenges the local rules of the federal district courts in the

1

We deny LFRA’s motion for judicial notice, Dkt. No. 53, and motion

to consolidate, Dkt. No. 60.

2

LFRA’s counsel, Joseph R. Giannini, has filed many challenges to bar

admission rules as party or attorney since the 1980s, including a number

that have reached this court. See, e.g., Giannini v. Real, 911 F.2d 354,

356 (9th Cir. 1990) (citing Giannini v. Comm. of Bar Exam’rs, 847 F.2d

1434, 1435 (9th Cir. 1988)); Nat’l Ass’n for the Advancement of

Multijurisdiction Prac. v. Berch, 773 F.3d 1037, 1043 (9th Cir. 2014)

(collecting cases).

8 LAWYERS FOR FAIR RECIPROCAL ADMISSION V. USA

Ninth Circuit that require an attorney seeking general

admission to the district court to be a member in good

standing of the bar of the state in which the district court is

located.3

LFRA’s amended complaint alleges that the Admission

Rules violate (1) the separation of powers; (2) the First

Amendment; (3) the Sixth Amendment right to counsel;

(4) the Full Faith and Credit Act, 28 U.S.C. § 1738;

(5) statutory rules for the Ninth Circuit Judicial Council, 28

U.S.C. § 332(d)(4); (6) Rules 1 and 83 of the Federal Rules

of Civil Procedure; (7) the Rules Enabling Act, 28 U.S.C.

§§ 2071–2072; (8) the Fifth and Fourteenth Amendments;

(9) the Privileges and Immunities Clause; and (10) Fifth

Amendment due process.

Defendants moved to dismiss the amended complaint for

lack of standing under Rule 12(b)(1) and for failure to state

a claim under Rule 12(b)(6).4 The district court held that

LFRA’s allegations sufficed to confer associational standing

at the pleading stage on all claims except the Sixth

Amendment claim. The district court dismissed the Sixth

Amendment claim for lack of standing and dismissed the

remaining claims for failure to state a claim. All claims were

dismissed with prejudice. LFRA timely appealed the district

3

See D. Alaska Civ. R. 83.1(a); D. Ariz. Civ. R. 83.1(a); C.D. Cal. Civ.

R. 83-2.1.2.1; E.D. Cal. R. 180(a); N.D. Cal. Civ. R. 11-1(b); S.D. Cal.

Civ. R. 83.3(c)(1)(a); D. Haw. Civ. R. 83.1(a); D. Idaho Civ. R. 83.4(a);

D. Mont. R. 83.1(a)(2)(A); D. Nev. R. IA 11-1(a)(1); D. Or. Civ. R. 83-

2; E.D. Wash. Civ. R. 83.2(a)(1); W.D. Wash. Civ. R. 83.1(b). We cite

the local rules in effect when LFRA filed its complaint.

4

LFRA filed a motion for summary judgment, and a motion for

judgment on the pleadings. The district court denied the motion for

judgment on the pleadings as procedurally premature and did not rule on

the motion for summary judgment.

LAWYERS FOR FAIR RECIPROCAL ADMISSION V. USA 9

court’s dismissal of the amended complaint and denial of the

motion for judgment on the pleadings.5

II. STANDARD OF REVIEW

We have jurisdiction under 28 U.S.C. § 1291. We

review de novo a district court’s dismissal of a complaint for

lack of jurisdiction under Rule 12(b)(1) or for failure to state

a claim under Rule 12(b)(6). Warren v. Fox Fam.

Worldwide, Inc., 328 F.3d 1136, 1139 (9th Cir. 2003). “The

nature of the dismissal requires us to accept all allegations of

fact in the complaint as true and construe them in the light

most favorable to the plaintiffs,” id., but “we are not required

to accept as true conclusory allegations” or “legal

conclusions merely because they are cast in the form of

factual allegations,” id. (quoting Steckman v. Hart Brewing,

Inc., 143 F.3d 1293, 1295 (9th Cir. 1998); W. Mining

Council v. Watt, 643 F.2d 618, 624 (9th Cir. 1981)). We

review for abuse of discretion a district court’s decision to

dismiss with prejudice and without leave to amend. Herring

Networks, Inc. v. Maddow, 8 F.4th 1148, 1155 (9th Cir.

2021). And we review de novo a district court’s ruling on a

motion for judgment on the pleadings. Doe v. United States,

419 F.3d 1058, 1061 (9th Cir. 2005).

5

LFRA also seeks to appeal the district court’s “refusing to address and

dismissing” its motion for summary judgment. But as a practical matter,

that motion was mooted by the district court’s grant of the motion to

dismiss, with prejudice. Moreover, since we affirm the dismissal with

prejudice, LFRA could not have been prejudiced by the district court’s

decision to take up the motion to dismiss first. And as a technical matter,

the district court never ruled on LFRA’s summary judgment motion, so

there is no “final decision[]” on that motion for us to review. Mohawk

Indus., Inc. v. Carpenter, 558 U.S. 100, 106 (2009) (quoting 28 U.S.C.

§ 1291).

10 LAWYERS FOR FAIR RECIPROCAL ADMISSION V. USA

III. DISCUSSION

“Since the founding of the Republic, the licensing and

regulation of lawyers has been left exclusively to the States

and the District of Columbia within their respective

jurisdictions.” Leis v. Flynt, 439 U.S. 438, 442 (1979) (per

curiam). The Supreme Court has long understood that “the

Constitution does not require that because a lawyer has been

admitted to the bar of one State, he or she must be allowed

to practice in another.” Id. at 443 (collecting cases). And

we have recognized that “[f]ederal courts have inherent and

broad regulatory authority to make rules respecting the

admission, practice, and discipline of attorneys in the federal

courts.” Gallo v. U.S. Dist. Ct. for the Dist. of Ariz., 349

F.3d 1169, 1179–80 (9th Cir. 2003) (citing Ex parte

Robinson, 86 U.S. (19 Wall.) 505 (1873); Ex parte Garland,

71 U.S. (4 Wall.) 333 (1867)); see also Frazier v. Heebe, 482

U.S. 641, 645 (1987) (recognizing that “a district court has

discretion to adopt local rules that are necessary to carry out

the conduct of its business,” including “the regulation of

admissions to its own bar”).

Falling within this regulatory authority is the discretion

to adopt local rules that “rely on the infrastructure provided

by state bar associations in meeting [district courts’] own

needs for monitoring attorney admission and practice in the

federal courts.” Gallo, 349 F.3d at 1180 (citing Russell v.

Hug, 275 F.3d 812 (9th Cir. 2002)). The incorporation of

state bar admission rules into the federal bar Admission

Rules is an instance of such permissible reliance. In

Giannini v. Real, 911 F.2d 354 (9th Cir. 1990), we upheld

the constitutionality of the admission rules of the U.S.

District Courts of the Central, Eastern, and Southern

Districts of California against challenges under Article IV’s

Full Faith and Credit Clause, the Fifth Amendment’s Equal

LAWYERS FOR FAIR RECIPROCAL ADMISSION V. USA 11

Protection Clause, and a “right to travel” derived from the

Constitution. Id. at 355, 359–60, 360 n.7; see id. at 357 &

n.5 (noting Giannini claimed a violation of a right to travel

derived from the Commerce Clause but holding that “[t]he

lack of disparate treatment of non-residents or recent

arrivals” is “fatal to Giannini’s claims” based on the right to

travel, whether derived from the Privileges and Immunities

Clause or otherwise). In light of this precedent, we plow

little new ground here.

A. Standing

A plaintiff organization may have standing to sue on its

own behalf, based on alleged injuries to itself, FDA v. All.

for Hippocratic Med., 602 U.S. 367, 393–94 (2024), or

standing to sue on behalf of its members, based on alleged

injuries to those members, Friends of the Earth, Inc. v.

Laidlaw Env’t Servs. (TOC), Inc., 528 U.S. 167, 181 (2000).

For the latter, a plaintiff organization must sufficiently allege

that (1) “[its] members would otherwise have standing to sue

in their own right,” (2) “the interests at stake are germane to

the organization’s purpose,” and (3) “neither the claim

asserted nor the relief requested requires the participation of

individual members in the lawsuit.” LA All. for Hum. Rts. v.

County of Los Angeles, 14 F.4th 947, 959 (9th Cir. 2021)

(quoting Friends of the Earth, 528 U.S. at 181). To meet the

first prong, the plaintiff organization must allege “a member

suffers an injury-in-fact that is traceable to the defendant and

likely to be redressed by a favorable decision.” Associated

Gen. Contractors of Am. v. Cal. Dep’t of Transp., 713 F.3d

1187, 1194 (9th Cir. 2013).

Setting aside the Sixth Amendment claim, we find that

LFRA has pleaded standing to bring all other claims on

12 LAWYERS FOR FAIR RECIPROCAL ADMISSION V. USA

behalf of its members. 6 LFRA alleges that its members

include lawyers who are barred in various states outside the

Ninth Circuit, who do not wish to join another state bar, and

who cannot seek general admission to a federal district court

within the Ninth Circuit as a result. This suffices as an injury

in fact for claims brought on behalf of those members. The

injury is traceable to Defendants and likely to be redressed

by a favorable decision (i.e., the invalidation of the

Admission Rules). Because these members would otherwise

have standing to sue in their own right, LFRA’s allegations

satisfy the first prong of the test for associational standing.

The second and third prongs are also met. The interests at

stake are relevant to LFRA’s stated purpose to “advocate

for . . . reciprocal licensing everywhere.” And neither the

claims asserted nor the relief requested (declaratory and

injunctive relief, plus costs and fees) require the

participation of LFRA’s individual members in the lawsuit.

Turning to the Sixth Amendment claim, we affirm its

dismissal based on LFRA’s lack of standing to bring a right

to counsel claim on behalf of itself or its members. The Sixth

Amendment protects criminal defendants, not their lawyers.

U.S. Const. amend. VI (“In all criminal prosecutions, the

accused shall enjoy the right . . . to have the Assistance of

Counsel for his defence.”); Portman v. County of Santa

Clara, 995 F.2d 898, 902 (9th Cir. 1993) (“No court . . . has

ever held that the Sixth Amendment protects the rights of

anyone other than criminal defendants.”). And a defendant’s

6

Although the district court’s decisions on standing do not appear to be

disputed on appeal, “we have an independent obligation to consider

standing at all stages because it is an Article III jurisdictional

requirement.” Fellowship of Christian Athletes v. San Jose Unified Sch.

Dist. Bd. of Educ., 82 F.4th 664, 680 (9th Cir. 2023) (en banc).

LAWYERS FOR FAIR RECIPROCAL ADMISSION V. USA 13

“Sixth Amendment right to counsel is personal to the

defendant,” whether an individual or a corporation. Texas v.

Cobb, 532 U.S. 162, 171 n.2 (2001). LFRA does not allege

that it or any of its members were facing prosecution as

defendants in any criminal case and were denied counsel or

had their choice of counsel constrained. Nor has LFRA

alleged that it or any of its members suffered any other

“invasion of a legally protected interest” that would

constitute an injury under the Sixth Amendment. Lujan v.

Defs. of Wildlife, 504 U.S. 555, 560 (1992). Thus, LFRA

lacks standing for the Sixth Amendment claim.

B. Failure to State a Claim

“A failure to state a claim may result from the lack of a

‘cognizable legal theory’ or from ‘an absence of sufficient

facts alleged to support a cognizable legal theory.’” Pell v.

Nuñez, 99 F.4th 1128, 1133 (9th Cir. 2024) (quoting Shroyer

v. New Cingular Wireless Servs., Inc., 622 F.3d 1035, 1041

(9th Cir. 2010)). The complaint “must contain sufficient

factual matter, accepted as true, to ‘state a claim to relief that

is plausible on its face.’” Ashcroft v. Iqbal, 556 U.S. 662,

678 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S.

544, 570 (2007)).

All remaining claims by LFRA fail on the merits.

1. The Admission Rules do not violate the

separation of powers or federalism principles.

LFRA alleges that the Admission Rules violate

separation of powers and federalism principles since states

cannot exercise federal legislative power, exercise federal

judicial power, or govern bar admission in federal courts (or

14 LAWYERS FOR FAIR RECIPROCAL ADMISSION V. USA

other states).7 Relatedly, LFRA alleges that the Admission

Rules improperly delegate federal power to state licensing

officials without an intelligible principle. But a federal

district court’s conditioning of general admission to its own

bar on forum state bar membership does not cede any power

of the federal judiciary, whether to a coequal branch or to a

state. That conditioning involves only the exercise of federal

power by a federal court.

The amended complaint cites Siegel v. Fitzgerald, 596

U.S. 464 (2022), as allegedly “squarely h[olding] non-

uniform rules denying equal access to the District Courts are

unconstitutional.” But the Supreme Court, in Siegel,

described the reach of its holding much differently:

A few observations on the limits of this

decision are in order. . . . The Court holds

only that the uniformity requirement of the

Bankruptcy Clause [of the Constitution]

prohibits Congress from arbitrarily

burdening only one set of debtors with a more

onerous funding mechanism than that which

applies to debtors in other States.

Id. at 480. As the Bankruptcy Clause is irrelevant here, so

too is Siegel.

7

LFRA’s first cause of action is entitled “violation of the separation of

powers doctrine,” but the allegations largely concern the division of

powers between the federal government and the states, rather than the

separation of powers between the three branches of federal government.

LAWYERS FOR FAIR RECIPROCAL ADMISSION V. USA 15

2. The Admission Rules do not violate Article IV’s

Privileges and Immunities Clause or the

Fourteenth Amendment’s Privileges or

Immunities Clause.

LFRA challenges the Admission Rules under both

Article IV’s Privileges and Immunities Clause and the

Fourteenth Amendment’s Privileges or Immunities Clause.

Both clauses apply to actions taken by states. Nevada v.

Watkins, 914 F.2d 1545, 1555 (9th Cir. 1990) (“[T]he

Privileges and Immunities Clause [of Article IV] has been

construed as a limitation on the powers of the States, not on

the powers of the federal government.”); Russell, 275 F.3d

at 822 (“[The] Privileges or Immunities Clause of the

Fourteenth Amendment . . . applies in terms only to actions

taken by states, not to those . . . taken by the federal

government.” (footnote omitted)); id. at 822 n.11 (citing

Saenz v. Roe, 526 U.S. 489 (1999), as applying the clause

“in a right-to-travel context to hold that travelers deciding to

become permanent residents of a new state enjoy ‘the right

to be treated like other citizens of that State’” (quoting id. at

500)).

Federal district courts’ conditioning of general

admission to their bars on forum state bar membership does

not involve any action by states. Moreover,

“[d]iscrimination on the basis of out-of-state residency is a

necessary element for a claim under [Article IV’s] Privileges

and Immunities Clause,” but the Admission Rules do not

discriminate based on state of residence. Giannini, 911 F.2d

at 357. And “[t]he lack of disparate treatment of non-

residents or recent arrivals” means there is no infringement

on any right to interstate travel, whether located in the

Fourteenth Amendment’s Privileges or Immunities Clause

16 LAWYERS FOR FAIR RECIPROCAL ADMISSION V. USA

or elsewhere. Id. at 357 n.5. The Admission Rules implicate

neither clause.

Relying on Supreme Court of New Hampshire v. Piper,

470 U.S. 274 (1985), and Supreme Court of Virginia v.

Friedman, 487 U.S. 59 (1988), LFRA argues that “the

opportunity to practice law” is a “fundamental right”

protected by Article IV’s Privileges and Immunities Clause.

But Piper and Friedman “stand only for the proposition that

bar admission rules that impose residency requirements on

bar applicants violate the Privileges and Immunities

Clause.” Nat’l Ass’n for the Advancement of

Multijurisdiction Prac. v. Berch, 773 F.3d 1037, 1046 (9th

Cir. 2014) (citing Piper, 470 U.S. at 275; Friedman, 487

U.S. at 61).8 These cases are inapposite, as the challenged

Admission Rules do not discriminate between resident and

nonresident attorneys.

8

Piper was a Vermont resident’s challenge to New Hampshire’s

limitation of bar admission to New Hampshire residents, 470 U.S. at 275,

and Friedman was a Maryland resident’s challenge to Virginia’s

limitation of bar admission to Virginia residents, 487 U.S. at 61. Berch

concerned a challenge to Arizona’s rule permitting admission on motion

of attorneys who “have been admitted by bar examination to practice law

in another jurisdiction allowing for admission of Arizona lawyers on a

basis equivalent to this rule” and of attorneys “admitted to practice law

by bar examination in a non-reciprocal jurisdiction, but who are

subsequently admitted to practice law on motion in a jurisdiction that has

reciprocity with Arizona, and have actively practiced for five of the last

seven years in that jurisdiction.” 773 F.3d at 1043. Because Arizona’s

rule “relies solely on state of bar admission, and applies equally to

residents and non-residents of Arizona,” we concluded that the rule

“does not contravene Article IV, Section 2’s Privileges and Immunities

Clause.” Id. at 1046.

LAWYERS FOR FAIR RECIPROCAL ADMISSION V. USA 17

3. The Admission Rules do not violate the Fifth or

Fourteenth Amendment’s Equal Protection

Clause.

LFRA alleges that the Admission Rules violate equal

protection. As we have previously held, there is no

fundamental right to practice law, and an attorney’s state of

admission is not a suspect classification, so rational basis

review applies. Giannini, 911 F.2d at 359–60 (rejecting

equal protection challenge to the Admission Rules of the

Central, Southern, and Eastern Districts of California after

applying rational basis review); see also Lupert v. Cal. State

Bar, 761 F.2d 1325, 1328 (9th Cir. 1985) (collecting cases

subjecting bar admission restrictions to rational basis

review). And we have recognized six legitimate reasons for

conditioning general admission to a district court on forum

state bar membership: (1) reliance on the state bar’s

examination and other “procedures . . . for determination of

fitness to practice law”; (2) questions of forum state law

“permeate” cases heard by the district court; (3) forum state

bar membership “provides the district courts assurance that

the character, moral integrity and fitness of prospective

admittees have been approved after investigation”;

(4) “allegations of professional misconduct can be brought

to the attention of the State Bar”; (5) forum state bar

membership “helps screen applicants [for] ethical

misconduct in any other jurisdiction”; and (6) members of

both the forum state bar and the district court bar “will not

choose the forum for litigation on the basis of their

membership in the federal bar rather than the[ir] clients’

interests.” Giannini, 911 F.2d at 360 (quoting Giannini v.

Real, 711 F. Supp. 992, 1000 (C.D. Cal. 1989)). These

reasons “amply satisfy” rational basis for the Admission

18 LAWYERS FOR FAIR RECIPROCAL ADMISSION V. USA

Rules of district courts not only in California but throughout

the Ninth Circuit. Id.

4. The Admission Rules do not violate the First

Amendment.

LFRA alleges that the Admission Rules violate the First

Amendment by (1) establishing an unconstitutional prior

restraint on First Amendment rights; (2) restricting speech in

a manner that discriminates based on viewpoint, speaker,

and content; (3) infringing the right to petition the

government; and (4) infringing the right to associate.

a. The Admission Rules are not prior restraints

on First Amendment rights.

According to LFRA, the Admission Rules impose an

unconstitutional prior restraint “because they compel the

plaintiffs [sic] to pass a state administered content-based

licensing exam . . . in order to exercise their First

Amendment freedoms to speak as a lawyer, associate with

their client as a lawyer, and petition the government for the

redress of grievances as a lawyer, in some United States

Courthouses, but not others.” “[A] law subjecting the

exercise of First Amendment freedoms to the prior restraint

of a license, without narrow, objective, and definite

standards to guide the licensing authority, is

unconstitutional.” Shuttlesworth v. City of Birmingham, 394

U.S. 147, 150–51 (1969). “An outright prohibition is not

required to bring a prior restraint claim; rather, ‘a [licensing]

scheme that places unbridled discretion in the hands of a

government official or agency constitutes a prior restraint

and may result in censorship.’” Real v. City of Long Beach,

852 F.3d 929, 935 (9th Cir. 2017) (alteration in original)

(quoting FW/PBS, Inc. v. City of Dallas, 493 U.S. 215, 225–

26 (1990)).

LAWYERS FOR FAIR RECIPROCAL ADMISSION V. USA 19

The doctrine of prior restraint is a poor fit here. Even

taking the allegations as true, we find any restraining effect

of the Admissions Rules on protected expression to be

limited. LFRA’s own allegations concede that its members

can still exercise “their First Amendment freedoms to speak

as a lawyer, associate with their client as a lawyer, and

petition the government for the redress of grievances as a

lawyer, in some United States Courthouses” (emphasis

added)—including both district courts located in the states

in which they are barred and district courts to which they

have been admitted pro hac vice. And a lawyer can still

speak about and associate with clients in cases pending

before courts to which they have not been generally

admitted. See Nat’l Ass’n for the Advancement of

Multijurisdiction Practice v. Berch, 973 F. Supp. 2d 1082,

1107 (D. Ariz. 2013) (“[A]lthough the Supreme Court has

held that litigation and the right to hire counsel may be

entitled to First Amendment protection, the First

Amendment is not an absolute bar to government regulation

on free expression and association.” (citation omitted)

(citing United Mine Workers v. Ill. State Bar Ass’n, 389 U.S.

217, 221–22 (1967); NAACP v. Button, 371 U.S. 415, 453

(1963))); cf. Leis, 439 U.S. at 443 (“[T]he Constitution does

not require that because a lawyer has been admitted to the

bar of one State, he or she must be allowed to practice in

another.”).

Even if the Admission Rules can be analyzed as

restrictions on protected expression (and we view them more

as professional regulation), any licensing scheme

contemplated by the Admission Rules does not “place[]

unbridled discretion in the hands of a government official or

agency” so as to constitute a prior restraint in violation of the

First Amendment. Real, 852 F.3d at 935 (quoting FW/PBS,

20 LAWYERS FOR FAIR RECIPROCAL ADMISSION V. USA

Inc., 493 U.S. at 225); cf. Berch, 973 F. Supp. 2d at 1107

(holding the Arizona State Bar’s reciprocal admission rules

do not impose an unconstitutional prior restraint). Rather,

the district courts’ Admission Rules provide “narrow,

objective, and definite standards to guide the licensing

authority,” Shuttlesworth, 394 U.S. at 151—precisely

because they incorporate state bar admission rules. The

Admission Rules are not unlawful prior restraints.

In asserting this cause of action, the amended complaint

cites to Legal Services Corporation v. Velazquez, 531 U.S.

533 (2001), as an example of the Supreme Court’s

invalidation of “prior restrictions on attorney speech.”

Velazquez concerned a congressionally imposed restriction

on arguments that attorneys at Legal Services Corporation–

funded grantees could make about existing welfare law

while seeking relief for their indigent welfare clients. 531

U.S. at 536–37. The Court concluded that this restriction

violated the First Amendment because it was “aimed at the

suppression of ideas thought inimical to the Government’s

own interest”—not because it was a prior restraint on speech.

Id. at 549; see Berch, 973 F. Supp. 2d at 1107 (noting that

Velazquez “did not analyze the funding restriction at issue as

a prior restraint on speech”). LFRA’s reliance on this case

is thus misplaced.

b. The Admission Rules do not unlawfully

restrict speech.

LFRA next alleges that the Admission Rules restrict

speech in a manner that discriminates based on viewpoint,

speaker, and content. On appeal, LFRA argues that the

district court erred by not evaluating the Admission Rules

under the strict scrutiny standard that applies to content-

based speech regulations. Considering nearly identical

LAWYERS FOR FAIR RECIPROCAL ADMISSION V. USA 21

allegations of discrimination in a challenge to the State Bar

of Arizona’s reciprocal admission rules, we previously held

that “the appropriate First Amendment framework for

analyzing . . . bar admission restrictions” is to treat them as

“time, place, and manner restrictions on speech.” Berch, 773

F.3d at 1047. Thus, bar admission restrictions pass

constitutional muster if they (1) “are justified without

reference to the content of the regulated speech,” (2) “are

narrowly tailored to serve a significant governmental

interest,” and (3) “leave open ample alternative channels for

communication of the information.” Mothershed v. Justs. of

Sup. Ct., 410 F.3d 602, 611 (9th Cir. 2005) (quoting Kuba v.

1-A Agric. Ass’n, 387 F.3d 850, 858 (9th Cir. 2004)). As the

district court correctly determined based on the Admission

Rules themselves, they (1) are neutral not only as to content

of the message expressed but also as to viewpoint and

speaker; (2) are narrowly tailored to serve the well-

recognized significant governmental interest of regulating

the practice of law; and (3) leave open “alternative means for

gaining membership in the [district court bar]” (i.e., pro hac

vice admission), “which reduces the quantity of speech that

the [Admission Rules] might otherwise restrict.” Berch, 773

F.3d at 1047–48. The Admission Rules therefore do not

impose unlawful restrictions on speech.

On appeal, LFRA argues that the district court erred by

ignoring National Institute of Family and Life Advocates v.

Becerra, 585 U.S. 755 (2018), and Reed v. Town of Gilbert,

576 U.S. 155 (2015), cases that LFRA characterizes as

reversing the Ninth Circuit’s application of “intermediate

scrutiny” to speech licensing restrictions in favor of applying

strict scrutiny. But both cases concerned content-based

regulations. Nat’l Inst. of Fam. & Life Advocs., 585 U.S. at

760–61, 766 (regulations requiring crisis pregnancy centers

22 LAWYERS FOR FAIR RECIPROCAL ADMISSION V. USA

to provide certain notices to patients, thereby “alter[ing] the

content of . . . speech” (quoting Riley v. Nat’l Fed’n of the

Blind of N.C., Inc., 487 U.S. 781, 795 (1988))); Reed, 576

U.S. at 159–61, 164 (regulations of outdoor signs that

differentiated based on the sign’s message). These cases are

irrelevant, as the Admission Rules do not “target speech

based on its communicative content” and are therefore

content-neutral. Reed, 576 U.S. at 163.

c. The Admission Rules do not infringe the right

to petition.

LFRA alleges that the Admission Rules violate the First

Amendment’s Petition Clause “because they presume all

licensed lawyers from forty-nine states will file sham

petitions for an anti-competitive purpose and only file sham

petitions.” The Petition Clause protects the right “to petition

the Government for a redress of grievances.” U.S. Const.

amend. I. LFRA seeks to rely on Professional Real Estate

Investors, Inc. v. Columbia Pictures Industries, Inc., 508

U.S. 49 (1993), for the proposition that the right to petition

means “that litigation c[an] only be enjoined when it is a

sham.” But that case defines the “sham” exception to the

Noerr-Pennington doctrine of immunity from antitrust

liability for those who petition the government for redress.

Id. at 51, 56, 60–61. It lends no support to LFRA’s challenge

to the Admission Rules as restrictions on the right to petition,

let alone LFRA’s far-reaching interpretation of the right to

petition as a right to bring any non-sham litigation in any

federal court. The right to petition does not give any lawyer,

much less every lawyer, the right to practice law in every

federal court because that lawyer is admitted to the bar in

one state. But the Admission Rules would not even deprive

LFRA members of the right to petition as conceived by

LFRA, because its members remain free to practice before

LAWYERS FOR FAIR RECIPROCAL ADMISSION V. USA 23

the federal courts in which they are admitted and to access

other federal courts by following relevant pro hac vice

procedures.

d. The Admission Rules do not infringe the right

to associate.

LFRA alleges that the Admission Rules abridge the

freedom of association by depriving its members of the right

to associate with potential clients in a forum state and by

compelling LFRA members to associate with a forum state

bar. The amended complaint cites NAACP v. Button, 371

U.S. 415 (1963), and In re Primus, 436 U.S. 412 (1978), for

the proposition that litigation is a form of political

association. But whatever the extent of litigation’s First

Amendment protection as an expressive activity, the cases

on which LFRA seeks to rely are distinguishable. Both cases

concern restrictions on the solicitation of clients by lawyers

at nonprofit advocacy organizations.9 Button, 371 U.S. at

428–29; In re Primus, 436 U.S. at 433. The complaint also

cites United Mine Workers v. Illinois State Bar Association,

389 U.S. 217 (1967), which concerned a labor union’s “right

to hire attorneys on a salary basis to assist its members in the

assertion of their legal rights.” Id. at 221–22. Since the

Admission Rules do not govern the solicitation of clients or

9

See Button, 371 U.S. at 431 (“The NAACP is not a conventional

political party; but the litigation it assists . . . makes possible the

distinctive contribution of a minority group to the ideas and beliefs of

our society. For such a group, association for litigation may be the most

effective form of political association.”); In re Primus, 436 U.S. at 439

(“[N]othing in this opinion should be read to foreclose carefully tailored

regulation that does not abridge unnecessarily the associational freedom

of nonprofit organizations, or their members, having characteristics like

those of the NAACP or the ACLU.”).

24 LAWYERS FOR FAIR RECIPROCAL ADMISSION V. USA

the hiring of lawyers, these cases are not germane to the issue

here.

In the context of professional regulations, “[t]he First

Amendment’s protection of association prohibits [the

government] from excluding a person from a profession or

punishing him solely because he is a member of a particular

political organization or because he holds certain beliefs.”

Baird v. State Bar of Ariz., 401 U.S. 1, 6 (1971) (plurality

opinion). LFRA alleges that the Admission Rules punish

lawyers for their “object[ions] to paying union dues and

saluting state flags that stand for partisan politics [with

which] they disagree.” But “the Constitution does not

require that because a lawyer has been admitted to the bar of

one State, he or she must be allowed to practice in another

[state]”—including before the federal district courts located

within that state. Leis, 439 U.S. at 443 (collecting cases).

And even were we dealing here with the claim of a limited

right, and not the broad one LFRA asserts, the availability of

other ways to gain membership in a district court bar (i.e.,

pro hac vice admission) would likely also foreclose such a

claim. The Admission Rules do not violate the right to

associate.

LFRA’s second associational theory is that the

Admission Rules compel lawyers to “subsidize and associate

with” a forum state bar over their objections. “[A] corollary

of the right to associate is the right not to associate.” Cal.

Democratic Party v. Jones, 530 U.S. 567, 574 (2000). But

as the Supreme Court held in Keller v. State Bar of

California, 496 U.S. 1 (1990), the “compelled association”

required by an integrated bar is “justified by the State’s

interest in regulating the legal profession and improving the

quality of legal services.” Id. at 13. In analyzing the right

not to associate, we see no material difference between a

LAWYERS FOR FAIR RECIPROCAL ADMISSION V. USA 25

state mandating membership in an integrated bar, and a

district court generally requiring membership in the bar of

the state where the district court is located.

5. The Admission Rules do not violate the Full

Faith and Credit Act.

LFRA alleges that the Admission Rules violate the Full

Faith and Credit Act because a lawyer’s state bar admission

is “an act and record of a state supreme court” constituting a

“judgment of professional competence” that must be given

full faith and credit in every court within the United States.

The statute provides:

The records and judicial proceedings of any

court of any . . . State . . . shall have the same

full faith and credit in every court within the

United States . . . as they have by law or

usage in the courts of such State . . . from

which they are taken.

28 U.S.C. § 1738. Even if a lawyer’s state bar admission

counts as a state court “record[]” under the statute (which

Defendants do not appear to dispute), a state court’s

admission determination is, by its terms, limited to that state.

Admission to one state’s bar does not establish that any

attorney is qualified to practice in any other state. LFRA has

made no claim in the complaint that any state’s bar

admission alone specifically addresses the right of an

admittee to practice elsewhere. And we are aware of none.

The admission of LFRA’s director to the Virginia State Bar,

for instance, means only that he can practice law in Virginia.

Federal and state courts in California do not deny full faith

and credit to the Virginia Supreme Court’s admission

determination that George may practice law in Virginia

26 LAWYERS FOR FAIR RECIPROCAL ADMISSION V. USA

when they prohibit him from practicing law in California.

Cf. Giannini, 911 F.2d at 360 (holding Admission Rules of

the Central, Southern, and Eastern Districts of California do

not violate the Constitution’s Full Faith and Credit Clause

since “no act, record or judicial proceeding, in [the states in

which Giannini is barred], states that Giannini is entitled to

practice law in California”); see also Thaw v. Sessions, 712

F. App’x 604, 606 (9th Cir. 2017) (applying same logic to a

Full Faith and Credit Act claim under 28 U.S.C. § 1738).

On appeal, LFRA argues that the district court erred in

relying on Thaw v. Sessions, 712 F. App’x 604 (9th Cir.

2017), which LFRA characterizes as ruling that the Full

Faith and Credit Act “only applies to forum state judicial acts

and records” (second emphasis added). But the district court

here and this court in Thaw did not so rule. Rather, both

courts explained that the predicate for the claim that LFRA

seeks to advance would be a record from some state (i.e., any

state in which an LFRA member is barred) that “establishes

[that member’s] entitlement to practice law in the forum

state.” Id. at 606 (emphasis added). LFRA can point to no

such record that exists, and that disposes of this claim.

6. The Admission Rules do not implicate § 2072(b)

of the Rules Enabling Act or § 332(d)(4) of the

statutory rules for the Ninth Circuit Judicial

Council because they are not “general rules of

practice and procedure” prescribed by the

Supreme Court under § 2072(a).

LFRA invokes two related statutes for its challenges

here: the Rules Enabling Act, 28 U.S.C. §§ 2071–2072, and

the Ninth Circuit Judicial Council’s statutory duties under 28

U.S.C. § 332(d)(4). Section 2071 empowers federal district

courts to make local rules, which must “be consistent with

LAWYERS FOR FAIR RECIPROCAL ADMISSION V. USA 27

Acts of Congress and rules of practice and procedure

prescribed under section 2072.” 28 U.S.C. § 2071(a).

Section 2072(a) empowers the Supreme Court to make

“general rules of practice and procedure and rules of

evidence” for the lower federal courts—which, according to

section 2072(b), must “not abridge, enlarge or modify any

substantive right.” Id. § 2072(a)–(b). Section 332(d)(4)

requires each judicial council of the U.S. Courts of Appeals

to “periodically review the rules which are prescribed under

section 2071 . . . by district courts within its circuit for

consistency with rules prescribed under section 2072” by the

Supreme Court. Id. § 332(d)(4). The judicial council may

“modify or abrogate any such rule found inconsistent.” Id.

LFRA alleges that the Admission Rules violate

§ 2072(b)’s requirement that rules “shall not abridge,

enlarge, or modify any substantive right.” The parties

dispute whether § 2072(b) applies to the Admission Rules in

the first place. LFRA argues that § 2071(a)’s limits for

district courts’ local rules and § 2072(b)’s limits for the

Supreme Court’s rules are “interlocking,” and thus

§ 2072(b) sets forth a standard of review that applies to the

Admission Rules. Defendants argue that the Admission

Rules are not “general rules of practice and procedure”

prescribed by the Supreme Court under § 2072(a), so

§ 2072(b) does not apply. Rather, according to Defendants,

the Admission Rules are subject only to § 2071(a)’s

requirement that they “be consistent with Acts of Congress

and rules of practice and procedure prescribed under section

2072” by the Supreme Court. Id. § 2071(a). A plain reading

of the statute supports Defendants’ position. See Lamie v.

U.S. Tr., 540 U.S. 526, 534 (2004) (“[W]hen the statute’s

language is plain, the sole function of the courts . . . is to

enforce it according to its terms.” (quoting Hartford

28 LAWYERS FOR FAIR RECIPROCAL ADMISSION V. USA

Underwriters Ins. Co. v. Union Planters Bank, N.A., 530

U.S. 1, 6 (2000))). Since LFRA does not identify any

conflict between the Admission Rules and the authorities

cited in § 2071(a) (either an Act of Congress or a rule

prescribed under § 2072 by the Supreme Court), the Rules

Enabling Act claim fails.

LFRA further alleges that § 332(d)(4) requires the Ninth

Circuit Judicial Council to review the Admission Rules,

applying § 2072(b)’s allegedly “stricter than strict scrutiny”

standard of review. Even if § 332(d)(4) could support a

private right of action against the Ninth Circuit Judicial

Council, the provision provides for the review of local rules

only for “consistency with rules prescribed under section

2072” by the Supreme Court. 28 U.S.C. § 332(d)(4).

LFRA’s failure to allege a conflict between the Admission

Rules and any rule prescribed under § 2072 also means that

LFRA cannot state a claim for any violation of § 332(d)(4).

7. Rules 1 and 83 of the Federal Rules of Civil

Procedure do not create a private right of

action.

LFRA alleges that the Admission Rules violate two

Federal Rules of Civil Procedure: Rule 1’s command that the

Federal Rules of Civil Procedure “should be construed,

administered, and employed by the court and the parties to

secure the just, speedy, and inexpensive determination of

every action and proceeding,” Fed. R. Civ. P. 1, and Rule

83’s requirement that local rules adopted by a district court

“must be consistent with . . . federal statutes and rules

adopted under 28 U.S.C. §§ 2072 and 2075,” Fed. R. Civ. P.

83(a)(1) (referring to the “general rules of practice and

procedure and rules of evidence,” 28 U.S.C. § 2072(a), and

LAWYERS FOR FAIR RECIPROCAL ADMISSION V. USA 29

“bankruptcy rules,” id. § 2075, prescribed by the Supreme

Court).

According to § 2072, however, the Federal Rules of

Civil Procedure—which, unlike the Admission Rules, are in

fact “general rules of practice and procedure” prescribed by

the Supreme Court—cannot “abridge, enlarge or modify any

substantive right.” 28 U.S.C. § 2072(a)–(b); cf. Sibbach v.

Wilson & Co., 312 U.S. 1, 10, 14 (1941) (holding Rules 35

and 37 of the Federal Rules of Civil Procedure did not

“abridge, enlarge, nor modify substantive rights” but “really

regulate[d] procedure” alone). As the district court

concluded, Rules 1 and 83 of the Federal Rules of Civil

Procedure do not create a private right of action.

8. The due process claim lacks sufficient factual

allegations.

LFRA asserts procedural due process violations from the

nonrecusal of the district judge in this case “when federal

judges have previously partnered themselves with and

adopted forum state interests as their own,” and the

requirement of “entry-level testing” for already-barred

attorneys where “review of their bar exam scores is not

available in practice as state supreme courts never grant

review.” As the district judge noted, the amended complaint

fails to allege any basis warranting his recusal under 28

U.S.C. § 455.10 LFRA pleads no facts as to why the district

judge’s “impartiality might reasonably be questioned.” 28

U.S.C. § 455(a); United States v. Spangle, 626 F.3d 488, 495

(9th Cir. 2010) (noting § 455(a)’s objective standard for

10

In fact, the case was assigned to a judge from outside the forum

district. Judge Mosman, U.S. District Judge for the District of Oregon,

presided over this case filed in the District of Arizona.

30 LAWYERS FOR FAIR RECIPROCAL ADMISSION V. USA

recusal calls for “a fact-specific inquiry that should be

guided by the circumstances of the specific claim”). Nor

does LFRA plead any facts about “personal bias or

prejudice” on his part. 28 U.S.C. § 455(b)(1); United States

v. Winston, 613 F.2d 221, 222 (9th Cir. 1980) (noting

§ “455(a) and (b)(1) are to be construed together when the

ground for recusal is the bias or partiality of the trial judge,”

which means § 455(a)’s objective, fact-specific standard

applies to recusal under § 455(b)(1)). To the extent that

LFRA claims that the assignment of any district judge to this

case violates due process, that is a conclusory assertion that

cannot support the claim. The procedural due process

challenge to the state bar exam is similarly lacking. LFRA

asserts that its members right to review of their bar exam

scores “is not available in practice as state supreme courts

never grant review,” but it pleads no facts to support this

vague and conclusory allegation. Cf. Giannini, 911 F.2d at

357 (holding Giannini failed to state a valid constitutional

claim based on alleged procedural defects related to review

of his bar exam results because the opportunity to present his

claim before the California Supreme Court satisfied the

minimum procedural requirements of due process).

C. Dismissal with Prejudice

“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

Cap., LLC v. Aspeon, Inc., 316 F.3d 1048, 1052 (9th Cir.

2003) (per curiam). “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.” Id. “[W]here the record does not

clearly dictate the district court’s denial [of leave to amend],

we have been unwilling to affirm absent written findings,

LAWYERS FOR FAIR RECIPROCAL ADMISSION V. USA 31

and have reversed findings that were merely conclusory.”

Klamath-Lake Pharm. Ass’n v. Klamath Med. Serv. Bureau,

701 F.2d 1276, 1292–93 (9th Cir. 1983) (citation omitted).

But “futile amendments should not be permitted.” Id. at

1293 (citing Foman v. Davis, 371 U.S. 178, 182 (1962)).

The district court did not abuse its discretion in

dismissing the amended complaint with prejudice and

denying LFRA a second opportunity to amend. Although

the district court’s order did not contain written findings, our

de novo review confirms that the “the record . . . clearly

dictate[d]” the futility of amendment and the district court’s

decision. Id. at 1292. We find that the complaint could not

be saved by amendment, so dismissal with prejudice and

without leave to amend was appropriate.

D. Denial of Motion for Judgment on the Pleadings

A motion for judgment on the pleadings under Rule

12(c) “before any answer [is] filed . . . [is] procedurally

premature and should [be] denied.” Doe, 419 F.3d at 1061.

Rule 12(c) provides: “After the pleadings are closed—but

early enough not to delay trial—a party may move for

judgment on the pleadings.” Fed. R. Civ. P. 12(c) (emphasis

added). “[P]leadings are closed for the purposes of Rule

12(c) once a complaint and answer have been filed,

assuming . . . that no counterclaim or cross-claim is made.”

Doe, 419 F.3d at 1061.

LFRA moved for judgment on the pleadings before

Defendants answered the amended complaint. The district

court therefore denied LFRA’s motion as procedurally

premature, with leave to re-file if Defendants filed an

answer. This denial was proper.

32 LAWYERS FOR FAIR RECIPROCAL ADMISSION V. USA

IV. CONCLUSION

For these reasons, we affirm the district court’s dismissal

with prejudice of LFRA’s claims and denial of LFRA’s

motion for judgment on the pleadings.

AFFIRMED.