### I N THE UNI TED STATES COURT OF APPEALS FOR THE FI F TH CI RCUI T

No. 12-30494

JEFF SIMMONS; ALICE SIMMONS; JEANNE SIMMONS; GERALD EDWARD MCBRIDE; EDWARD BRYANT BONNER; ET AL, Plaintiffs-Appellants,
v. SABINE RIVER AUTHORITY STATE OF LOUISIANA; LOUISIANA DEPARTMENT OF TRANSPORTATION AND DEVELOPMENT; LINDA CURTIS SPARKS; ENTERGY GULF STATES LOUISIANA L.L.C.; ENTERGY CORPORATION; ENTERGY SERVICES INCORPORATED; ENTERGY LOUISIANA, L.L.C., Defendants-Appellees.

Appeal from the United States District Court for the Western District of Louisiana

Before STEWART, Chief Judge, and SMITH and WIENER, Circuit Judges. CARL E. STEWART, Chief Judge: T h is case asks us to resolve whether the Federal Power Act pree m p t s property damage claims under state law where t he c laim alleges negligence for failing to act in a manner FERC expressly declined to mandate while operating a FERC-licensed project. We hold that it does, a nd so we AFFIRM the district court’s dismissal of Plaintiffs’ case with prejudice. U n i t e d S t a te s C o u rt o f A p p e al s F i f t h C i rc u i t 

### F I L E D October 9, 2013 Ly l e W . Cay ce Clerk Case: 12-30494 Document: 00512402572 Page: 1 Date Filed: 10/09/2013No. 12-30494 I. BACKGROUND A. Facts The Sabine River meande r s b etween Texas and Louisiana. Two state agencies j ointly regulate the Sabi n e R i ver’s waterways: the Sabine River Authority of L ouisian a and the Sabine River Authority of Texas (collectively, “Authorities”). Upon a p p l i c ation by the Authorities, the Federal Power Commission 1 granted a fifty-year license (the “License”), commencing October 1, 1963, to the Authorities for the “ construction, operation and maintenance” of Project Number 2305 (the “Project”). The Project included the construction of a dam (the “Toledo Bend Dam” or the “Dam”), a l a rge reservoir, a s pillway, and a hydroelectric plant. The D am spans the Texas/Lou i s i a n a state line and is located in the southern part of the reservoir. U nder a Power S ales Agreement (the “Agreement”), the Authorities granted Defendan t-Appellant Entergy 2 the right to oversee the generation of
power and to purchase the generated power. Under the t erms of the Agreement, Entergy is subject to the te r m s a n d c o n ditions of the License. The License requires the Authorities to m aintain a normal m aximum reservoir elevation of 172 fee t m ean sea level (“msl”). To generate power, a minimum r eservoir elevation of 162.2 feet msl i s required. To maintain the required reservoir levels, water is released through the spillway g ates, the power t urbines, or both. Entergy and the Authorities operate the spillway gates, which are located in Louisiana.

1 In 1977, the Fed eral Pow er Com m i ss ion w as reorganized and renam ed the Fed eral Energy Regulatory Com m i s s i o n ( “ FERC”)

. R ef erences to F E RC herein encom p as s both the Fed eral Pow er Com m is s ion andFERC.

2 The Agreem ent w as entered into w ith E ntergy’s p red eces s ors , but w e ref er s im p ly to “Entergy” f

or eas e of und ers tand ing. For p urp os es of this ap p eal, Entergy includ es all of the nam ed Entergy def

end ants

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Betwee n 2 0 0 0 and 2003, pursuant t o Article 43 of the L icense, FERC

c o n s i d e r e d s everal r equests to modify t he Project’s operations. 3 FERC conducte d

an analysis o f historical floods a nd found that the Dam h ad not had “any significant effect” on flooding. F E R C u l t i mately denied most of the requests, i ncluding a request to raise the Project’s minimum reservoir e levation, and issued a r eport explaining its reasoning. In declining to order changes t o project operations during floods, FERC observed that the Project “cannot provide any significant flood c ontrol benefits.” However, FERC did require improvements to the Project’s Emergency Action Plan. B. Procedural History Plaintiffs-Appellants (“Plaintiffs”) are 28 individuals who allege t hat their properties were flooded and eroded after the Authorities and Entergy opened the spillway gates from October 30, 2009 through November 2009. 4 In October 2 010, P laintiffs filed suit in Lou i s i a na state court, alleging negligence, nuisance, t respass, unconstitutional taking, dam a ge of property without just compensation, and due process violations under t he Louisiana and United States constitutions. Plaintiffs sought, i nter alia , damages and a permanent injunction “enjoining [Defendants] from opening the flood gates of the Toledo Bend Dam in such a manner as will cause the inu n dation of the downstream properties of the Plaintiffs.” Defendants t hereafter removed the action u nder 16 U.S.C. § 825p, which provides federal courts with jurisdiction over duties and liabilities created by the Federal Power Act (“FPA”), and under 28 U.S.C. § 1 331. Plaintiffs subsequently

3 Article 4 3 s t a t e s , “The Licens ees s hall ins tall ad ditional cap acity or m ak e other changes in the p roject as d irected by the Com m is s ion, to the extent that it is econo m i c a lly
s ound and in the p ublic interes t to d o so, af ter notice andop portunity f or hearing. ”

4 Plaintif

f s have not s p ecif

ied the p recis e d ate in N ovem ber 2009 on which the gates w ere clos ed

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filed a motion to remand, arguing, inter alia , that t h e i r c o m plaint did not p r e s e n t a federal question. While Plaintiffs’ motion t o remand was pending, Defendants f

i l e d a motion to dismiss the suit under Federal Rules of Civil Procedure 12(b)(6) and 12(b)(7). Plaintiffs then f iled a n opposed m otion for leave to amend t heir complaint; the motion s ought to d e lete references to t h e United States Constitution. Plaintiffs’ a m e n d m ents, if granted, w ould have left only state c auses o f action, but would have left undisturbed their request for a permanent injunction. Six m onths later, without any action h aving been taken

on any of t he pending motions, Plaintiffs filed an o pposed motion for leave to amend their complaint a second ti m e . T h is amendment sought to remove Plaintiffs’ requests for injunctive relief. Subsequently, w i thout ruling on a ny of Plaintiff s ’ p ending motions, the district court held a hearing on the pending motion to dismiss. The district court t hen granted Defendants’ motion to dismiss u nder F ederal Rule o f C i v i l Procedur e 12(b)(6), finding that Plaintiffs’ state law-based property damage claims w ere p reempted by the F PA a nd t he L icense, and entered judgment dismissing Plaintiffs’ case with prejudice. This appeal followed. 5 II. STATE TORT CLAIMS Plaintiffs argue that the district court improperly dismissed Pla i n t iffs’ claims based on preemption. A. Standard of Review We review the d istrict court’s grant of a motion to dismiss de novo. Bass

v. Stryker Corp. , 6 69 F.3d 501, 506 (5th Cir. 201 2 ) (citation omitted). Wellpleaded f

acts are vi ewed in the l i g h t m o s t favorable to the plaintiff. Castro v.

5 Plaintif

f s have aband oned any challenge to the d is trict court’s hold ing that the FPA p reem p ts their injunctive relief claim by f a i l i n g t o b rief any argum ent and by continuing to p res s their attem p t to am end their com p laint to excis e this claim

. See Soa djede v . A shcrof t , 324 F. 3d 830, 833 ( 5th Cir. 2003) ( citation om itted)

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Collecto, Inc. , 634 F.3d 779, 783 (5th Cir. 2011) (citation and i nternal quotation marks omitted). B. Preemption “Federal p r e e m p ti o n i s a n af f i r m ative defense that a defendant must plead and prove.” Fisher v . H a l liburton , 667 F.3d 602, 609 (5th Cir. 2012) (citations omitted). D efendants did so plead. If the complaint establishes the a pplicability of a federal preemption defense, it can properly be the subject of a Federal Rule of Civil Procedure 12(b)(6) motion to dismiss. Id. (citation omitted). As is well known, federal preemption is based on the Supremacy Clause, which provides that federal l aw “shall b e the s upreme Law of the L and

. ” U.S. Const. art. VI, cl. 2. T h e re are three types of preemption: (1) express preemption, 6 (2) field preem p t ion, and (3) conflict preemption. Kurns v. R.R. Friction Prods. Corp. , 132 S. Ct. 1261, 1265-66 (2012). Field preemption occurs when [t]he intent t o d isplace state law a ltogether can be

i n f e r r e d f r o m a framework o f r e g u l a t i o n s o pervasive

. . . that Congress left no room for the States to supplement it or where there is a federal interest

. . . so d ominant that the federal system will be assumed to preclude enforcement of state laws on the same subject.
Arizona v. United S t a t e s , 132 S. Ct. 2492, 2 501 (2012) (citation a nd internal quotation marks omitted). Conflict preemption occurs “where compliance with both f e d e r a l and state regulations is a physical impossibility, and those instance s w here the challenged state law stands as an obstacle to the accomplishment and e xecution of the full purposes and objectives of Congress.” Id. (citations and internal quotation marks omitted).

6 Exp res s p reem p tion is not im p licated here, s o we d o not d is cus s it further. 5 Case: 12-30494 Document: 00512402572 Page: 5 Date Filed: 10/09/2013No. 12-30494

The district court was not explicit as to w hich type of p reemption it found applicable. However, we may affirm the district court’s judgment for any reason supported by the record. U nited States v. Gonzalez , 592 F.3d 675, 681 ( 5th Cir. 2009) (citation omitted). C. Federal Power Act In order to understand whether the FPA preempts state property damage claims, we look to the t e x t o f the Act, its history, and the way in which the Supreme Court, our circuit, and our sister circuits have interpreted i t

. We note that this is a question of first impression in this circuit. Our analysis leads us to conclude that the FPA preempts property damage claims based in state tort law where the alleged d a m a g e i s t h e result of “negligently” operating in compliance with a FERC-issued license. The Federal Power Act of 1935 i ndicates congressional intent f or “a broad federal r ole in the development and licensing of hydroelectric power.” California

v. FERC, 495 U.S. 490, 496 (1990). There are several FPA sections relevant to the c laims at issue here. First, Section 4(e) of the Act authorizes F ERC to issue licenses for p rojects “necessary or convenient

. . . for the development, transmission, and u tilization of power across, a long, from, o r in any of the streams

. . . over which Congress has jurisdiction.” 16 U.S.C. § 7 97(e). Second, Section 10(a)(1) of the Act requires FERC to issue licenses that the C ommission determines are “best adapted” fo r power development and other public uses of the waters, including flood control. 16 U.S.C. § 803(a). Third, Section 10(c) of the Act is central to Plaintiffs’ arguments and our analysis. First, it requires the licensee to maintain t h e project and conform to Commission rules. 1 6 U.S.C. § 803(c). Importantly, i t also states t hat “[e]ach licensee hereunder shall b e liable for a ll damages occasioned to the property of others by t he construction, maintenance, or o peration of the project works or of

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the works appurtenant o r accessory thereto, c o nstructed under the license, and in no event shall the United States be liable therefor.” Id. Finally, Section 27 of the Act is a savings clause: Nothing contained in this chapter shall b e c onstrued as affecting or intending to affect or in a n y w ay to interfere w ith the laws of the respective S tates relating to the control, a ppropriation, us e , or distribution of water u sed in irrigation o r for municipal or other uses, or any vested right acquired therein. 16 U.S.C. § 821. The Act “careful[ly] preserv[ed] separat e i n t e r e s t s o f th e s t a tes throughout the Act, without s etting u p a d ivided authority over any one s ubject.” First Iowa v. Hydro-Elec. Coop. v. Fed. Power Comm’n , 328 U.S. 152, 174 (1946) (footnote omitted). As s everal c ases recount, m embers of Congress w ho were i nvolved in formulating the FPA emphasized that the state r etained some water rights. For example, Repres e n t ative William L. LaFollette o f Washington stated, “The property rights are within the State. It can dispose o f t he b eds, or parts of them, regardless of the riparian ownership of the banks, if it d esires to[.]” Id. (citing 56 Cong. Rec. 9 810) (other citation omitted); see also Skokomish Indian Tribe v. United States , 410 F.3d 506, 519 (9th Cir. 2005) (citations o mitted) (holding that the F PA “does not create a federal private right of action, but instead preserves only e xisting state-law claims against licensees”); DiLaura v . P o w er Auth. of N.Y. , 982 F.2d 73, 78 (2d Cir. 1992) (citation omitted) (concluding that “[t]he floor debate on the FPA

. . . indicates that property d amage caused by l icensees was to be determined by reference to state law”). D. Supreme Court Precedent and Other Persuasive Authority The district c ourt rel i e d o n F i rst Iowa and C

a l ifornia v. FERC for its preemption determination. Both cases concern s tate water permitting schemes rather than state tort l aw, a s is at issue here; t hus while neither is directly on

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point, we find them b oth informative, as is Feder al Power Commission v. Niagara Mohawk Power Corp. , 347 U.S. 239 (1954). In First Iowa , the Supreme Court considered whether a proposed federal hydroelectric project was required to obtain a state permit, as mandated by Iowa law, in addition to its federal license. 328 U.S. a t 161. The Court held that such

a state permit was not r equired because it would allow the s tate agency a “veto
power over the f

ederal project” and thereby s ubvert the comprehensive control of the project granted to the federal government. Id. at 164. The C ourt also held that the savings clause, 16 U.S.C. § 821, was “limited to laws as to the control, appropriation, use or d istribution of water in irrigation o r for municipal or other

uses of the same nature” and therefore focused on state property rights. Id. at 175-76. Accordingly, t he Court held that the state regulation w as not among the category of rights reserved to the states i n t h e FPA’s savings clause and that the FPA preempted the state permit requirement at issue. I d. at 175-76, 182. In Niagara Mo h a w k , t he Supreme Court held t hat the Federal Water Power Act of 1920 7 did not eliminate preexisting w ater r ights, grounded in state law, on navigable s treams. 347 U.S. a t 248. In so holding, the Court recognized the United States’s “dominant servitude

. . . under which p rivate persons hold physical properties obstructing navigable w aters of the U nited States and all

r i g h t s t o use the waters of those streams,” but it also recognized “that t h e exercise of t hat servitude, without m aking a llowances for preexisting rights under s tate law, req u i res clear authorization.” Id. at 249 (internal footnote omitted). Moreover, t he Court concluded that while the Act reserves t he ability to “ exercise

. . . the federal s e rvitude and

. . . federal rights of purchase or condemnation, there is n o purpose expressed to seize, abolish or e liminate water rights without c o m p e n s a t i o n merely b y force of the Act itself.” Id. at 251-52

7 The Fed eral Water Pow er Act, as am end ed , is now p art of the Fed eral Pow er Act. See N i a ga ra M oha w k , 347 U

. S. at 241 n. 1 ( citations om itted)

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(footnote omitted). Importantly for the issue here, the Court n oted that the Act “merely imposes” o n the owners of s tate-based property r i g h t s “the additional obligation of using t h e m i n c o mpliance” with the Act. Id. at 252. The Court expressed d i s b e l i ef that the Act abolished “preexisting w ater r ights on a nationwide scale ,” stating that such action w ould require “a convincing explanation of that purpose,” which the Court did not find. Id. at 252-53. If that were the end of our inquiry, the is s u e b e f ore us would present a closer question. However, California v. FERC, decided o ver f our decades after First I owa , indicated t hat t he FPA has o ccupied the field of “power d evelopment and other public u ses of the waters,” with the e xception o f a narrow carve-out for water use rights. California v . F E R C, 495 U.S. a t 494, 5 06 (citing 16 U.S.C. § 803(a)). In California v. FERC, the Supreme Court considered whether FERC had the e xclusive authority to set minimum stream flow rates, thereby
pre e mpting California’s regulation o f the same. Id. at 493. Relying on First Iowa , t he Court concluded t h at California’s regulations were preempted because Section 27 of the FPA, 16 U.S.C. § 821, was a limited savings clause, exempting only requirements that “reflect [or] establish ‘ proprietary r i ghts’ or ‘rights of the

same nature as those relating to the use of water in irrigation or for municipal purposes.’” 4 95 U.S. at 498 (quoting First Iowa , 328 U.S. at 176) (other citations omitted). The language in California v. FERC indicates that the Supreme Court has interp r e t e d t h e F PA as occupying the field o f public water u se and power generation except for water use rights. Thus, we agree with the Ninth Circuit’s statement that First I o w a a nd its progeny have “read the broadest possible negative pregnant into [the FPA’s] savings clause,” exempting o n l y “ a state prop e r t y law regime [that] enables users of streams and wells to obtain proprietary rights in a continuing quantity of water.” Sa y l e s Hydro Assocs. v.

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Maughan , 985 F.2d 4 51, 454-55 (9th C i r . 1 9 9 3) (also discussing California v. FERC ’s interpretation of First Iowa). The importance of a single federal agency controlling public water use and dam operations is underscored by the factual scenario presented by the instant

case. The D am spans the Texas and L ouisiana state l ines, and the FERC license

was granted to an entity comprised o f both state agencies. Yet, Plaintiffs assert claims only under Louisiana law and only against Louisiana state agencies, in addition to the private defendants. That each state may have different causes of action and d ifferent stand a r d s of c onduct that it could i mpose on the FERC licensee is problematic when states are jointly involved in such a project. E. Property Damage Claims Under FPA § 10(c) California v. FERC

’s interpretation of Section 27’s general s avings clause is instructive f

or o ur interpretation of Section 10(c)’s limited savings clause. The latter cannot be interpre t e d s o broadly as to allow state tort law to supplant FERC’s exclusive control of dam operations. 8 Because the state law property d am a g e claims at issue here infringe on FERC’s opera t i o nal control, we hold that they are conflict preempted. Essentially, Plaintiffs allege that Defendants were negligent because t hey failed to act in a manner F ERC had expressly d e clined to require. But FERC, not state tort law, must set the appropriate duty o f care for dam operators. See 16 U.S.C.

8 Although neither p arty cites it, this circuit p revious ly cons id ered whether licens ees w ere exem p t f

rom p rop erty d am age claim s w hen op er a t i n g p rojects p urs uant to a FERCis sued licens e. Sea boa rd A ir Li ne R. R. v . Cnty. of Cr i s p , G a . , 280 F. 2d 873 ( 5th Cir. 1960)

. There, w e held that a railroad w as able to s eek dam ages f rom the op erator of a FERC- licens ed d am , noting that in the FPA, “Congres s contem p lated d am age inf licted af ter as well as at the tim e of cons truction. ” Id. at 876- 77. Sea boa rd p res ented a m inority view that the FPA its elf creates a caus e of action f o r d a m a g e s . A s the cas e bef ore us concerns claim s f or d am ages und er s tate law , and Plaintif f s have not argued an FPA- created caus e of action, Sea boa rd d oes not bear on the ques tion be f o r e u s . F u rtherm ore, Sea boa rd is d oubtf ul authority as it p red ated the Court’s f our- f actor tes t f

or “d eterm ining w hether a p rivate rem ed y is im p licit in
a s tatute not exp res s ly p rovid ing one, ” Cort v . A sh , 422 U

. S. 66, 78 ( 1975)

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§ 803(c) (“[T] h e l i censee . . . s hall conform to such rules a nd regulations as the Commission may from time to time prescribe.”). T h e Supreme Court h as recognized t hat damages claims can serve t h e

same effect as regulations. See Kurns , 132 S. Ct. at 1269 (“[S]tate regulation can be

. . . effectively exerted through an award o f damages, and [t]he obligation to pay compensation can be, indeed is designed to be, a p otent method o f g overning conduct and controlling policy.” (second alteration in original) (cita t ion and internal quotation m arks omitted)). Plaintiffs attempted, throu gh the proper administrative procedure channels, t o impose changes o n D am operations. FERC considered these r equests and issued a r eport denying m o st of the

r e qu e s t e d c h a n ges. Plaintiffs have not a sserted that this admini s tr a t iv e d e c i s i o n

was improper. Nonetheless, failing to achieve t heir obj e c t iv e , Pl a i ntiffs n ow seek to use state law t o accomplish the same aims, all e ging that Defendants were negligent for not changing t heir operations

. P e r m itting such state property damage claims in an attempt to f orce changes to a FERC-issued license would “constitute a v e t o o f the project that was approved and licensed by FERC.” California v. F

ERC, 495 U.S. at 507 (citations and internal quotation mark s omitted); see also City of Lowell v. ENEL N. Am., Inc. , 796 F. Supp. 2d 225, 231 (D. Mass. 2011) (citation omitted) (holding that a “negligence claim is preempted by the FERC license because [the plaintiff] cannot use state tort law to prevent [the FERC licensee] from doing something that FERC has sanctioned” and describing the neglige n c e c laim as a “collateral attack on the FERC license”). 9

9 We do not hold that all s tate p rop erty d am age claim s are p reem p ted by the FPA. For exam p le , a claim alleging negligence f or f ailure to conf

orm to FERC’s guid elines w ould not conf lict w ith FERC’s op erational control. N or d oes our hold ing conf lict w ith the cas es cited by Plaintif f s . The D

. C. Circuit, f

or exam ple, held that “Congres s intend ed f or § 10( c) m erely to p res erve exis ting s tate law s governing the d am age liability of licens ees , ” s o FERC couldnot im p os e s trict liability on d am op erators

. S. C. Pub. Serv

. A uth. v . FERC, 850 F. 2d 788, 795 ( D

. C. Cir. 1988)

. That does not im p ly that Congres s intend ed f or § 10( c) to enable s tate tort law to rep lace FERC’s d eterm ination of the ap p rop riate duty of care. 11 Case: 12-30494 Document: 00512402572 Page: 11 Date Filed: 10/09/2013No. 12-30494

Applying state tort law to set the duty of care for the operation of FERClicensed projects w ould “stand[] as an obstacle to the accomplishment and execution of the full purposes and objectives” of the F PA. See Arizona , 132 S. Ct. at 2 501 (citations and internal quotation mark s o mitted). W e therefore h old that the district court properly concluded t hat the FPA preempts Plaintiffs’ claim for negligence. 1 0 III. MOTIONS TO AMEND AND REMAND After D efendants filed their motion to dismiss, P laintiffs filed two motions to amend their c omplaint. The first motion to amend s ought to d elete references to the United States Constitution, which Plaintiffs characterized as “mistaken” additions to t heir complaint. The second motion t o a mend sought, without explanation, to remove the c omplaint’s claim for injunctive relief. The district court did not explicitly rule on these motions before granting Defendants’ motion to dismiss. Plaintiffs argue the district court abused its discretion in f ailing to permit them t o amend their complaint. Plaintiffs a lso arg u e that t he district court erred when it implicitly denied their motion to remand. A. Standard of Review A d i strict court’s denial of leave t o amend is reviewed for an abuse of discretion. Ballard v. Devon Energy Prod. Co. , 678 F .3d 360, 364 (5th Cir. 2012) (citation omitted). Similarly, a district court’s failure to remand s tate l aw claims to the s tate court from which the case was removed is r eviewed f or abuse of discretion. Enochs v. L ampasas Cnty. , 641 F.3d 155, 158 (5th Cir. 2011) (citation omitted).

10 A s w e are able to af f irm the d is trict court’s j ud g m ent on p reem p tion ground s , w e need not ad d res s D ef end ants ’ argum ent that the d octrine of p rim ar y j u r is d iction f urther
s up p orts the d is trict court’s ruling. 12 Case: 12-30494 Document: 00512402572 Page: 12 Date Filed: 10/09/2013No. 12-30494

B. Motions to Amend Although the district court did not explicitly deny Plaintiffs’ motions to

a m e n d , i t implicitly did so when it entered i ts ruling in favor of Defendan t s ’ motion to dismiss a nd dismissed the case with prejudice. See Norman v. Apache Corp. , 19 F.3d 1017, 1021 (5th Cir. 1994) (citation omitted). “[A] party may a mend i ts pleading only with the opposing party’s written consent or the court’s l eave. The court should freely give leave w hen justice so requires.” Fed. R. C iv. P. 15(a)(2). “Whether to grant leave to amend a complaint is entrusted to the sound discretion of the district court[.]” Ballard , 678 F.3d at 364 (citation and internal quotation marks omitted). “Denial of leave to amend may be w arranted for undue d e lay, bad faith or dilatory m otive on the part of the movant, repeated failure to cure deficiencies, undue prejudice to the opposing party, or futility o f a proposed amendment.” I d. (citation and i nternal qu o t a t i o n marks omitted). Where, as here, the district court has not “engage[d] in a formal recitation of reasons[, t he] reason for denial must be clear

. . . e i ther from t he findings of the district c ourt or elsewhere in the record.” Lone Star Ladies Inv. Club v. Schlotzsky’s Inc. , 238 F.3d 363, 367 (5th Cir. 2001) (citations omitted). Defendants argue that Plaintiffs’ proposed amendments we r e futile in light of the district court’s holding that the FPA preempted t h eir s tate law claims. We agree. “Clearly, if a complaint as amended i s subject to dismissal, leave to amend need not be given.” Pan-Islamic Trade Corp. v. Exxon Corp. , 632 F.2d 539, 546 (5th Cir. 1980), abrogated on other grounds by Associated Gen. Contractors of Cal., Inc. v. C al. State Council of Carpenters , 459 U .S. 519, 536 n.33 (1983) (citation omitted). Here, the complaint as amended would have left only state law claims for propert y d a m a g e . As we have d etermined that the district court correctly dismissed these claims, Plaintiffs’ motions to amend were

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f u t i l e . Accordingly, the district court did not abuse its discretion in implicit l y denying Plaintiffs’ motions to amend. C. Motion to Remand Because we have c oncluded that the district court properly g r a n t e d Defendants’ motion to dismiss, we need not consider whether the di strict court abused its discretion in denying Plaintiffs’ motion to remand. IV. CONCLUSION For the foregoing reasons, the judgment of t he district c o u r t i s AFFIRMED.

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