PRECEDENTIAL

UNITED STATES COURT OF APPEALS

FOR THE THIRD CIRCUIT

___________

No. 11-4206

___________

PATRICK S. CONNELLY, 

 Appellant

v.

THE STEEL VALLEY SCHOOL DISTRICT

__________

On Appeal from the United States District Court

for the Western District of Pennsylvania

(D.C. No. 11-cv-00851)

District Judge: Honorable Gary L. Lancaster

___________

Argued October 24, 2012

Before: HARDIMAN, GREENAWAY, JR., and 

VANASKIE, Circuit Judges.

(Filed: January 24, 2013)

Samuel J. Cordes [Argued]

Christine T. Elzer

Samuel J. Cordes & Associates

245 Fort Pitt Boulevard

Pittsburgh, PA 15222-0000

Attorneys for Plaintiff-Appellant
2

William C. Andrews

Anthony G. Sanchez [Argued]

Amie A. Thompson

Andrews & Price

1500 Ardmore Boulevard

Suite 506

Pittsburgh, PA 15221-0000

Attorneys for Defendant-Appellee

____________

OPINION OF THE COURT

____________

HARDIMAN, Circuit Judge.

The question presented by this appeal is whether a 

Pennsylvania public school district violates the Constitution 

when it sets teacher salaries based, in part, on prior in-state 

teaching experience. We hold it does not.

I

In September 2006, the Steel Valley School District 

hired Patrick Connelly as a sixth grade teacher. Steel Valley 

pays its teachers pursuant to a salary scale based on their 

education and years of experience. At the time he was hired, 

Connelly had nine years of teaching experience—all in 

Maryland. Because Connelly acquired his teaching 

experience outside Pennsylvania, however, Steel Valley 

credited him with only one year. Other new teachers with 

like experience acquired within Pennsylvania (but not at Steel 
3

Valley) received at least partial credit for each year they had 

taught.

Because Steel Valley gave Connelly only one year of 

credit, his initial annual salary was $38,023, which was 

substantially less than the $49,476 Connelly alleged he would 

have received had Steel Valley given him full credit for his 

experience. As time passed, Connelly‘s initial salary 

determination continued to adversely affect his pay. During 

the 2010–11 academic year, Connelly‘s salary was 

approximately $22,000 less than it would have been had he 

received full credit in 2006.

In June 2011, Connelly filed a complaint in the United 

States District Court for the Western District of Pennsylvania 

asserting two Fourteenth Amendment claims pursuant to 42 

U.S.C. § 1983. Specifically, Connelly argued that Steel 

Valley‘s failure to fully credit his out-of-state teaching 

experience violated his right to interstate travel under the 

Privileges and Immunities Clause and denied him equal 

protection of the law. The District Court granted Steel 

Valley‘s motion to dismiss pursuant to Rule 12(b)(6) of the 

Federal Rules of Civil Procedure, holding that Connelly ―does 

not state a cognizable Fourteenth Amendment claim because 

the classification alleged is based on location of teaching 

experience, not residency.‖ Connelly v. Steel Valley Sch. 

Dist., No. 11-851, 2011 WL 5024415, at *2 (W.D. Pa. Oct. 

20, 2011). The Court dismissed Connelly‘s complaint with 

prejudice, holding that any amendment would be futile. Id. at 

*8. This appeal followed.

II
4

The District Court had subject matter jurisdiction over 

this case pursuant to 28 U.S.C. §§ 1331 and 1343. We have 

appellate jurisdiction under 28 U.S.C. § 1291.

We exercise plenary review over the grant of a motion 

to dismiss. Fowler v. UPMC Shadyside, 578 F.3d 203, 206 

(3d Cir. 2009). To survive a motion to dismiss, the plaintiff 

must provide ―more than labels and conclusions, and a 

formulaic recitation of the elements of a cause of action will 

not do.‖ Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 

(2007) (citation omitted). The plaintiff must allege ―enough 

facts to state a claim to relief that is plausible on its face.‖ Id.

at 570. This standard requires the plaintiff to show ―more 

than a sheer possibility that a defendant has acted 

unlawfully.‖ Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) 

(citing Twombly, 550 U.S. at 556).

Twombly and Iqbal require us to take the following 

three steps to determine the sufficiency of a complaint:

First, the court must take note of the elements a 

plaintiff must plead to state a claim. Second,

the court should identify allegations that, 

because they are no more than conclusions, are 

not entitled to the assumption of truth. Finally, 

where there are well-pleaded factual allegations, 

a court should assume their veracity and then 

determine whether they plausibly give rise to an 

entitlement for relief.

Burtch v. Milberg Factors, Inc., 662 F.3d 212, 221 (3d Cir. 

2011) (quoting Santiago v. Warminster Twp., 629 F.3d 121, 

130 (3d Cir. 2010)) (alterations and internal quotation marks 

omitted).
5

III

Connelly claims Steel Valley‘s salary scale impaired 

his right to travel interstate in violation of the Privileges and

Immunities Clause of Article IV (as incorporated through the 

Fourteenth Amendment) and the Equal Protection Clause. 

We review both of Connelly‘s claims under the same standard 

because ―the right to interstate travel finds its  ̳most forceful 

expression in the context of equal protection analysis.‘‖ 

Schumacher v. Nix, 965 F.2d 1262, 1266 (3d Cir. 1992) 

(quoting Zobel v. Williams, 457 U.S. 55, 67 (1982) (Brennan, 

J., concurring)).

A

We begin by considering which equal protection 

standard governs our review of Steel Valley‘s pay scale. The 

parties vigorously dispute this point because the standard of 

review (i.e., rational basis review or strict scrutiny) is often 

outcome determinative. See Laurence H. Tribe, American 

Constitutional Law §16-30, at 1089 (1st ed. 1978) (noting 

strict scrutiny is a ―virtual death-blow‖); Laurence H. Tribe, 

American Constitutional Law §16-2, at 1442–43 (2d ed. 

1988) (―The traditional deference both to legislative purpose 

and to legislative selections among means continues . . . to 

make the rationality requirement largely equivalent to a 

strong presumption of constitutionality.‖). As Connelly 

correctly notes, Steel Valley set his salary based on a 

classification that paid those with in-state teaching experience 

more than those with out-of-state experience. He argues that 

because this classification ―serves to penalize the exercise of 

his right to migrate,‖ it should be subject to strict scrutiny. 

Steel Valley counters that rational basis review applies.
6

The state‘s creation of a classification is not ―per se 

unconstitutional or automatically subject to heightened 

judicial scrutiny.‖ Maldonado v. Houstoun, 157 F.3d 179, 

184 (3d Cir. 1998). If a ―classification  ̳neither burdens a 

fundamental right nor targets a suspect class, we will uphold 

it so long as it bears a rational relation to some legitimate 

end.‘‖ Id. (quoting Vacco v. Quill, 521 U.S. 793, 799 (1997)) 

(alteration omitted). However, ―a classification that trammels 

fundamental personal rights or is drawn upon inherently 

suspect distinctions such as race, religion, or alienage . . . 

must meet the strict scrutiny standard, under which a law 

must be narrowly tailored to further a compelling government 

interest.‖ Schumacher, 965 F.2d at 1266 (citation, alteration, 

and internal quotation marks omitted).

Connelly does not argue that Steel Valley‘s 

classification affects a suspect class, so strict scrutiny will 

apply only if it burdens a fundamental right. The right to 

interstate travel has been recognized as fundamental by the 

Supreme Court. Shapiro v. Thompson, 394 U.S. 618, 630, 

638 (1969), overruled in part on other grounds by Edelman v. 

Jordan, 415 U.S. 651 (1974). The Court has also noted that 

the right to travel has at least three components: (1) ―the right 

of a citizen of one State to enter and to leave another State‖; 

(2) ―the right to be treated as a welcome visitor rather than an 

unfriendly alien when temporarily present in the second 

State‖; and (3) ―for those travelers who elect to become 

permanent residents, the right to be treated like other citizens 

of that State.‖ Saenz v. Roe, 526 U.S. 489, 500 (1999). The 

parties agree that Connelly‘s claim implicates only the third 

Saenz component. Therefore, we must determine whether 

Steel Valley‘s experience-based classification penalized 

Connelly‘s fundamental right to be treated like other 
7

Pennsylvania citizens. See Att’y Gen. of N.Y. v. Soto-Lopez, 

476 U.S. 898, 903 (1986) (―A state law implicates the right 

travel when . . . it uses  ̳any classification which serves to 

penalize the exercise of that right.‘‖ (quoting Dunn v. 

Blumstein, 405 U.S. 330, 340 (1972))).

In this regard, we have recognized that strict scrutiny 

applies only when the state creates ― ̳distinctions between 

newcomers and longer term residents.‘‖ Schumacher, 965 

F.2d at 1267 (quoting Zobel, 457 U.S. at 60 n.6); see also 

Maldonado, 157 F.3d at 181–82, 190 (finding Pennsylvania 

law limiting amount of welfare benefits a family could 

receive during its first twelve months in the state triggered 

strict scrutiny). In other words, strict scrutiny applies when

the state conditions the receipt of certain government benefits 

on the duration of the recipient‘s residence in the state. See 

Schumacher, 965 F.2d at 1267 (analyzing the history of the 

Supreme Court‘s treatment of residency-based distinctions). 

As the District Court correctly noted, in a line of cases 

implicating the fundamental right to travel from Shapiro v. 

Thompson, to Saenz v. Roe, the Supreme Court has applied 

strict scrutiny only to durational residency requirements. See 

Saenz, 526 U.S. at 492–93, 504 (state law limiting Temporary 

Assistance for Needy Families funds for new residents); 

Mem’l Hosp. v. Maricopa Cnty., 415 U.S. 250, 252, 261–62 

(1974) (state law requiring indigents to have resided in county 

for previous twelve months before receiving non-emergency 

medical care); Dunn, 405 U.S. at 334–35 (one-year waiting 

period to vote); Shapiro, 394 U.S. at 629 (one-year waiting 

period to receive welfare benefits).

When the receipt of a government benefit is 

conditioned on factors other than duration of residency, we 

apply rational basis review to determine whether the right to 
8

travel has been unconstitutionally burdened. In Schumacher, 

we considered a Pennsylvania bar admission rule that 

prevented graduates of unaccredited law schools from sitting 

for the Pennsylvania bar exam unless: they were members of 

the bar of a state with a reciprocal bar admission policy, were 

in good standing with that bar, and had practiced law in the 

state for more than five years. 965 F.2d at 1264, 1268. We 

applied the rational basis standard because the Pennsylvania 

bar rule ―neither condition[ed] the receipt of in-state benefits 

on residency nor classifie[d] applicants on the basis of 

residency.‖ Id. at 1267. We noted that the bar rule was 

unlike the classifications at issue in the Shapiro line of cases 

which, ―without exception, involved challenges to state laws 

that create distinctions between newcomers and longer term 

residents.‖ Id. (citation and internal quotation marks 

omitted).

As the District Court correctly noted, Steel Valley‘s 

classification is based on the location of teaching experience,

not duration of residency. Thus, Connelly is being treated no 

differently than lifelong residents of Pennsylvania. He does 

not allege that residents of Pennsylvania who taught out of 

state for nine years prior to working at Steel Valley are given 

more credit than was he for their comparable out-of-state 

teaching experience. Nor does Connelly sufficiently rebut 

Steel Valley‘s argument that a teacher who resides in 

Pennsylvania but teaches in a neighboring state would be 

subject to the same classification as Connelly, should that 

teacher later decide to seek employment with Steel Valley.

A simple example illustrates the problem with 

Connelly‘s argument. Consider a teacher who, for his whole 

life, has lived in Gettysburg, Pennsylvania, but spent the first

decade of his teaching career working at a public school in 
9

Frederick, Maryland. If that teacher were to leave the 

Frederick school and take a position with Steel Valley, he 

presumably would receive the same credit for his Maryland 

teaching experience that Connelly received. Thus, only the 

teacher‘s lack of Pennsylvania teaching experience—not his 

residency—would adversely affect his starting pay. For that 

reason, Steel Valley‘s classification creates no substantial 

burden on the right to travel.

This is not to deny that Steel Valley‘s classification 

creates some incidental burden on interstate travel. Teachers 

who reside outside of Pennsylvania and who have years of 

teaching experience in their home states may elect not to 

move to Pennsylvania because they might not receive full 

credit for their teaching experience. As we noted in 

Schumacher, however, a mere ―impediment to plaintiffs‘ 

freedom of movement‖ which has ―some deterrent effect on 

nonresident[s] . . . who wish to migrate to Pennsylvania‖ is 

not enough to give rise to strict scrutiny. 965 F.2d at 1267; 

see also id. (―[T]he Constitution does not guarantee that 

citizens of State A may move to State B and enjoy the same 

privileges they did as citizens of State A, only that citizens of 

State A may move to State B and be treated on similar terms 

as the citizens of State B.‖). Because Steel Valley‘s salary 

classification treats citizens differently based only on their 

teaching experience irrespective of their residency, strict 

scrutiny does not apply.1

 

1 Connelly also argues that strict scrutiny applies 

because he has a fundamental right not to be subject to a 

classification that discriminates between teaching experience 

in Maryland versus Pennsylvania. This is an incorrect 

statement of the law. In Saenz, the Court explained that the 
10

Finally, Connelly urges us to follow Erisman v. 

Chartiers Valley School District, Civ. No. 00-1102 (W.D. Pa. 

Sept. 17, 2001), which supports his argument that we should 

apply strict scrutiny to Steel Valley‘s experience-based salary 

classification. The facts of Erisman and this case are 

remarkably similar. There, a teacher with twenty-two years 

of experience in Maryland was hired by a Pennsylvania 

school district that denied her nine steps of salary scale credit. 

Erisman, slip op. at 1. The magistrate judge reasoned that the 

classification was subject to strict scrutiny because ―[t]he 

policy would clearly cause greater injury to those who reside 

out of state and who intend to make Pennsylvania their new 

place of residence.‖ Id. at 8. Therefore, he found that ―the 

practical effect of the district‘s policy is to impose a 

substantial burden on interstate migration.‖ Id. We decline 

Connelly‘s invitation to follow Erisman because we are 

convinced that it was wrongly decided.

The relevant distinction when evaluating a claim 

asserting a violation of the fundamental right to travel is 

between long-term and short-term residents, not current 

residents and prospective residents. See Schumacher, 965 

F.2d at 1267. Indeed, the court in Erisman recognized that 

new Pennsylvania residents were treated the same as longer 

term residents under the school‘s policy. See Erisman, slip 

 

―right to travel embraces the citizen‘s right to be treated 

equally in her new State of residence.‖ 526 U.S. at 505. The 

Supreme Court has never found that a classification based 

solely on the location of work experience is sufficient to 

trigger strict scrutiny without a showing of disparate 

treatment between new and old residents.
11

op. at 8–9 (noting that longer term Pennsylvania teachers‘ 

right to interstate travel ―is just as surely impaired by this 

policy as is the citizen of another State selecting to come to 

Pennsylvania for the first time‖). The right to travel simply is 

not implicated when there is no discrimination based on the 

duration of one‘s residency.2

In sum, because Connelly‘s allegations cannot support 

an inference that Steel Valley penalized him for exercising his 

right to interstate travel, its salary classification does not 

implicate a fundamental right. See Soto-Lopez, 476 U.S. at 

903. Therefore, Steel Valley‘s decision to provide Connelly 

with less than full credit for out-of-state teaching experience 

is subject to rational basis review.

B

 

2 Connelly also relies on Hammond v. Illinois State 

Board of Education, 624 F. Supp. 1151 (S.D. Ill. 1986). 

Hammond is inapplicable here because the court limited its 

analysis of an in-state teaching requirement for school 

superintendent candidates to whether the policy was

rationally related to a legitimate state interest and avoided a 

discussion of the plaintiff‘s right to travel argument. See id.

at 1155. Moreover, the court indicated in dicta that the 

teaching requirement did not implicate the plaintiff‘s right to 

travel because it ―treats both Illinois and non-Illinois residents 

equal; both must have prior Illinois teaching experience.‖ Id. 

Thus, Hammond actually supports our holding that an 

experience-based classification that treats both new and old 

residents equally does not run afoul of the Privileges and

Immunities Clause or the Equal Protection Clause.
12

As we shall explain, Steel Valley‘s experience-based 

salary classification is sufficiently tied to the legitimate state 

purpose of promoting an efficient and effective public school 

system to pass the rational basis test. Accordingly, we hold 

that Steel Valley did not violate Connelly‘s right to travel.

―State laws that neither employ a suspect classification 

nor impinge a fundamental right are  ̳entitled to a 

presumption of validity against attack under the Equal 

Protection Clause.‘‖ Schumacher, 965 F.2d at 1269 (quoting 

Parham v. Hughes, 441 U.S. 347, 351 (1979)). ―[W]e will 

uphold the [law] so long as it bears a rational relation to some 

legitimate end.‖ Romer v. Evans, 517 U.S. 620, 631 (1996). 

In our evaluation of whether a state action is rationally related 

to a legitimate state interest, we are ―free to consider any 

conceivable . . . purpose‖ and ―are not limited to considering 

only the goal stated by the‖ state actor. Ramsgate Ct. 

Townhome Ass’n v. West Chester Borough, 313 F.3d 157, 160 

(3d Cir. 2002) (applying rational basis review to a waste 

removal ordinance).

The District Court cited two justifications for offering 

greater compensation to those with in-state teaching 

experience: valuing familiarity with the Pennsylvania 

Department of Education‘s (DOE) policies, procedures, and 

regulations; and promoting efficiency in the education 

system. Connelly, 2011 WL 5024415, at *7. The DOE has 

established ―rigorous academic standards and assessments to 

facilitate the improvement of student achievement and to 

provide parents and communities a measure by which school 

performance can be determined.‖ 22 Pa. Code § 4.2. The 

DOE‘s academic and assessment standards set forth 

guidelines for teachers in areas including: curriculum and 

instruction tailored to different grade levels and subjects; 
13

grading and scheduling; standardized testing; and special 

education. See id. § 4.1 et seq.

It is reasonable to assume that teachers who have more 

experience working within Pennsylvania schools have greater 

familiarity with these regulations and the goals they are 

expected to accomplish. Beyond familiarity with the 

regulations, it is also reasonable to assume that teachers with 

more experience working within the system would have a 

better grasp on what methods are most successful in 

achieving the goals the DOE has established. Therefore, a 

school district may rationally place a premium on teachers 

who have more experience working within the Pennsylvania 

school system in order to achieve the legitimate goal of an 

efficient and effective public education system.

Given the deferential standard we employ when 

considering a state policy under rational basis review, see 

Schumacher, 965 F.2d at 1269, these reasons suffice to 

uphold Steel Valley‘s policy. Therefore, the District Court 

did not err when it dismissed Connelly‘s complaint.

IV

Finally, Connelly argues that the District Court erred 

when it dismissed his complaint with prejudice without 

giving him the opportunity to amend. ―We review a district 

court decision refusing leave to amend . . . for abuse of 

discretion.‖ Great W. Mining & Mineral Co. v. Fox 

Rothschild LLP, 615 F.3d 159, 163 (3d Cir. 2010) (citing 

Bjorgung v. Whitetail Resort, LP, 550 F.3d 263, 266 (3d Cir. 

2008)). ―It does not matter whether or not a plaintiff seeks 

leave to amend. We have instructed that if a complaint is 

vulnerable to 12(b)(6) dismissal, a district court must permit a 
14

curative amendment, unless an amendment would be 

inequitable or futile.‖ Phillips v. Cnty. of Allegheny, 515 F.3d 

224, 236 (3d Cir. 2008) (citing Grayson v. Mayview State 

Hosp., 293 F.3d 103, 108 (3d Cir. 2002)).

Here, the District Court dismissed Connelly‘s 

complaint with prejudice because it determined that any 

amendment would be futile. Connelly, 2011 WL 5024415, at 

*8. We cannot say this was an abuse of discretion. The facts 

of this case are undisputed. Steel Valley does not challenge 

Connelly‘s assertion that his initial salary would have been 

higher had his teaching experience been in Pennsylvania 

instead of Maryland. And Connelly concedes (as he must) 

that this salary classification was based on location of 

teaching experience rather than state of residence. Finally, 

though the record is sparse, there is no evidence that 

Connelly‘s claim failed due to a lack of factual specificity. 

See Shane v. Fauver, 213 F.3d 113, 116 (3d Cir. 2000) (if a 

complaint is dismissed ―for lack of factual specificity, 

[plaintiff] should be given a reasonable opportunity to cure 

the defect, if he can, by amendment of the complaint‖ 

(quoting Darr v. Wolfe, 767 F.2d 79, 81 (3d Cir. 1985)). 

Thus, the District Court did not abuse its discretion in 

denying Connelly leave to amend his complaint.

V

For the reasons stated, we will affirm the District 

Court‘s order granting Steel Valley‘s motion to dismiss.