## Facts

- Linda Grant Williams, a New York attorney specializing in structured finance, claimed to have developed a patent-pending financing structure for Airline Special Facility (ASF) municipal bonds used to fund airport terminal projects.
- Citigroup Inc. and Citigroup Global Markets Inc. were major ASF-bond underwriters and were alleged to have considered Williams’s structure while she worked with Citigroup through law firms that had business relationships with Citigroup.
- Williams alleged Citigroup declined to adopt her structure and, with other market participants, acted to block its market adoption and damage her professional opportunities.
- She asserted Citigroup pressured her law-firm employers to distance themselves from her, contributing to her departure from one firm and termination from another.
- Williams filed suit asserting federal antitrust claims (Sherman Act), parallel New York antitrust claims (Donnelly Act), and related state common-law claims, including interference with employment and business relationships.

## Issues

1. Whether the district court properly dismissed the federal claims for failure to state a claim under Rule 12(b)(6) applying Twombly/Iqbal plausibility standards.
2. Whether the district court abused its discretion by denying a post-judgment motion seeking leave to amend by placing excessive weight on finality rather than applying Rule 15(a) standards.
3. Whether, after dismissing the federal claims, the district court properly retained supplemental jurisdiction and dismissed the state-law claims with prejudice.

## Decision

- The Second Circuit affirmed the dismissal of the federal claims for failure to state a claim.
- The court vacated the order denying Williams’s post-judgment motion for reconsideration and leave to replead.
- The court vacated the portion of the judgment that retained supplemental jurisdiction and dismissed the state-law claims with prejudice.
- The case was remanded for further proceedings consistent with the requirement to apply the proper amendment standard and to reconsider the disposition of the state-law claims.

## Legal Principles

- Rule 15(a) reflects a liberal policy favoring amendment; leave should be freely given when justice so requires, absent factors such as undue delay, bad faith, repeated failure to cure deficiencies, undue prejudice, or futility (Foman factors).
- Post-judgment requests to amend are not governed by finality concerns alone; courts must still evaluate the usual Rule 15 considerations and provide a reasoned basis for denial.
- In ruling on leave to amend, a court should address whether proposed amendments would be futile, including whether they would still fail to state a claim under Twombly/Iqbal.
- When federal claims are dismissed at the pleading stage, a court should carefully consider whether to exercise supplemental jurisdiction over state-law claims and, if it does, whether dismissal with prejudice is appropriate in light of potential amendment and comity concerns.

## Conclusion

The Second Circuit left intact the dismissal of Williams’s federal claims but held that the district court improperly denied post-judgment leave to amend by overemphasizing finality and, as a result, also improperly disposed of the state-law claims with prejudice; it vacated those rulings and remanded for renewed consideration under Rule 15 and supplemental-jurisdiction principles.


Williams v. Citigroup Inc., 659 F.3d 208 (2d Cir. 2011)