text:
    Mark NEUBAUER, an individual in North Dakota; Marken, Inc., a North Dakota corporation, Plaintiffs-Appellants, v. FEDEX CORPORATION, a Delaware corporation; FedEx Ground Package System, Inc., a Delaware corporation; David F. Rebholz; Rodger G. Marticke; Clifford P. Johnson, Defendants-Appellees.
    No. 15-3694
    United States Court of Appeals, Eighth Circuit.
    Submitted: November 14, 2016
    Filed: February 17, 2017

      Counsel who represented the appellant was Lisa D. Johnson of West Palm Beach, FL.
    Counsel who represented the appellee were Aaron T. Cassat, of Memphis,. TN., and M. Cristina Sharp of Moon Township, PA.
    Before COLLOTON, BEAM, and GRUENDER, Circuit Judges.
   GRUENDER, Circuit Judge.

Mark Neubauer and his corporate entity, Marken, Inc., allege that FedEx Corporation; FedEx Ground Package System, Inc.; David Rebholz; Rodger Marticke; and Clifford Johnson (collectively “FedEx”) breached contractual duties, engaged in fraud, and violated North Dakota’s Franchise Investment Law and Racketeer Influenced and Corrupt Organizations (RICO) Act. Because Neubauer failed to state a claim upon which relief can be granted, we affirm the district court’s dismissal of his amended complaint.

I. BACKGROUND

We proceed based on the facts as described in Neubauer’s amended complaint. See Topchian v. JPMorgan Chase Bank, N.A., 760 F.3d 843, 846 (8th Cir. 2014) (“[A]n amended complaint supercedes an original complaint and renders the original complaint without legal effect.” (quotation and citation omitted)). We also look to the Standard Operating Agreement (“SOA”), the Independent Service Provider (“ISP”) Agreement, and two releases (“Releases”) — all documents embraced by the pleadings or attached to the complaint as exhibits. See Mattes v. ABC Plastics, Inc., 323 F.3d 695, 697 n.4 (8th Cir. 2003) (“[I]n considering a motion to dismiss, the district court may sometimes consider materials outside the pleadings, such as materials that are necessarily embraced by the pleadings and exhibits attached to the complaint.”); see also Gorog v. Best Buy Co., 760 F.3d 787, 790-92 (8th Cir. 2014) (finding the district court properly relied upon contracts attached to the defendant’s motion to dismiss because the plaintiffs claim rested upon these contracts).

On April 5, 2004, Neubauer and FedEx entered into the SOA, whereby Neubauer would pick up and deliver FedEx packages in return for weekly payments based on stops made and packages handled. The SOA provided that it would be “governed by and construed in accordance with the laws of ... Pennsylvania.” It also stipulated that Neubauer “will provide these services strictly as an independent contractor, and not as [a FedEx] employee” and that “no officer or employee of FedEx Ground shall have the authority to impose any term or condition on Contractor or on Contractor’s continued operation which is contrary to this understanding.”

Furthermore, under the SOA, independent contractors like Neubauer held a “proprietary interest” in serving FedEx customers within a specific geographic area, known as a Primary Service Area (“PSA”). If a contractor no longer desired to provide services to FedEx during the term of the SOA, the contractor had “the right to assign his/her rights and obligations [under the SOA] to a replacement contractor.” The Assignment Provision stated that FedEx had to approve the replacement contractor “as being qualified to provide [services],” but once it did, FedEx would “enter into a new agreement with Replacement Contractor on substantially the same terms and conditions” as those for the outgoing contractor. Regarding the agreement between an outgoing and replacement contractor, the Assignment Provision expressly noted that “[a]ny consideration to be paid by Replacement Contractor on account of such assignment shall be strictly a matter of agreement between Contractor ... and Replacement Contractor.” FedEx would not be party to that transaction and “[had] no other obligations whatsoever either to secure a Replacement Contractor for the benefit of Contractor, or to assure any payment to Contractor on account of Contractor’s assignment.”

In 2004, pursuant. to the Assignment Provision, FedEx approved Neubauer as a replacement contractor, and Neubauer paid an outgoing contractor $75,000 to assume the outgoing contractor’s rights to service its PSA. Neubauer then executed the SOA with FedEx and elected to have the initial term of the SOA last until 2007, with automatic renewals for successive one-year terms unless either party provided written notice of termination within thirty days prior to the expiration of the existing term. Over the next few years, Neubauer also negotiated assignments from two more contractors, paying them $182,542 for the right to service PSAs and $5,000 for a truck. On both occasions, FedEx approved of Neubauer as a replacement contractor.

The SOA was renewed and remained in place until 2011. On or about March 17, 2011 — more than thirty days before the April 29, 2011 expiration of the SOA— FedEx advised Neubauer and all North Dakota independent contractors that it was transitioning to a different business model and would not renew existing SOAs. Instead, contractors who desired to transition into FedEx’s new business model could enter into the new ISP Agreement. The terms of the ISP Agreement diverged from the terms of the SOA. Most importantly, under the SOA, FedEx would enter into a new SOA for a full term with a replacement contractor, but the ISP Agreement only allowed a replacement contractor to provide services for the remaining term of the original ISP Agreement. Neubauer nonetheless agreed to transition to the new ISP model on November 5, 2011, claiming that he did so in order to “mitigate ... damages and avoid the complete loss of [his] investment in FedEx Ground’s business and customer accounts.” FedEx paid Neubauer $10,000 to execute the Releases, whereby Neu-bauer agreed not to sue or demand arbitration from FedEx in regards to the transition from the SOA to the ISP Agreement.

The ISP governed FedEx and Neu-bauer’s relationship until 2014, when FedEx terminated its relationship with Neu-bauer due to purported breaches of the ISP Agreement. Neubauer assigned his rights under the ISP Agreement to a replacement contractor, hoping FedEx would enter into a new agreement with his replacement contractor for a full term. However, he was only able to assign his rights for the remaining term of his ISP Agreement. After FedEx refused to reimburse him for alleged damages, Neubauer brought suit in North Dakota state court, which FedEx removed to federal court. Neubauer filed a 181-paragraph amended complaint with multiple causes of action: (1) breach of contract, (2) fraud, (3) constructive fraud, (4) fraudulent inducement, (5) violations of North Dakota’s Franchise Investment Law, and (6) violations of North Dakota’s RICO Act. FedEx moved to dismiss all the claims under Rule 12(b)(6) of the Federal Rules of Civil Procedure, the district court granted the motion in full, and Neubauer now appeals.

II. DISCUSSION

Neubauer contends that all of his causes of action should survive the motion to dismiss. “We review de novo the district court’s grant of a motion to dismiss, accepting as true all factual allegations in the complaint and drawing all reasonable inferences in favor of the nonmoving party.” Richter v. Advanee Auto Parts, Inc., 686 F.3d 847, 850 (8th Cir. 2012). To survive a motion to dismiss, an amended 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, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009) (citing Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 570, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007)). “A pleading that offers labels and conclusions or a formulaic recitation of the elements of a cause of action will not do. Nor does a complaint suffice if it tenders naked assertions devoid of further factual enhancement.” Id. (citations and quotations omitted). Furthermore, “we will not mine a [lengthy] complaint searching for nuggets that might refute obvious pleading defi-eiencies.” Quintero Cmty. Ass’n Inc. v. F.D.I.C., 792 F.3d 1002, 1009 (8th Cir. 2015).

A. Breach of Contract Claims

Pennsylvania law governs the construction of the SOA. Under Pennsylvania law, a plaintiff asserting breach of contract must allege “(1) the existence of a contract, including its essential terms[;] (2) a breach of a duty imposed by the contract[;] and (3) resultant damages.” Ware v. Rodale Press, Inc., 322 F.3d 218, 225 (3d Cir. 2003) (quotation omitted) (applying Pennsylvania law). “It is well established that ... when the words [of a contract] are clear and unambiguous the intent is to be discovered only from the express language of the agreement.” Steuart v. McChesney, 498 Pa. 45, 444 A.2d 659, 661 (1982) (citation omitted). Additionally, Pennsylvania courts do not interpret contracts in a way that leads to absurd results. Clairton Slag, Inc. v. Dep’t of Gen. Servs., 2 A.3d 765, 773 (Pa. Commw. Ct. 2010) (citing Stamerro v. Stamerro, 889 A.2d 1251, 1259 (Pa. Super. 2005)). “Where, as here, the claims relate to a -written contract that is part of the record in the case, we consider the language of the contract when reviewing the sufficiency of the complaint.” M.M. Silta, Inc. v. Cleveland Cliffs, Inc., 616 F.3d 872, 876 (8th Cir. 2010). If an amended complaint’s breach-of-contract claim conflicts with the plain language of the contract, the contractual language controls. Gorog, 760 F.3d at 793 (affirming dismissal of an amended complaint because the “breach-of-contract claim is foreclosed by the plain language of the [contract].”).

The amended complaint claimed that FedEx breached the SOA in two ways. First, it alleged that FedEx’s unwillingness to allow Neubauer to assign his rights to service PSAs under the SOA terms constituted a breach of the SOA. Second, it asserted that the non-renewal of the SOA and the ISP transition imposed new terms and conditions in violation of the' Background Statement of the SOA. Both breach-of-contract claims were properly dismissed.

Dismissal was proper as to the first breach-of-contract claim because the SOA expired in 2011. Thus, in 2014, Neu-bauer’s relationship with FedEx was governed by the ISP Agreement, and he was not entitled to assign his rights under the terms of the SOA. Neubauer responds by asserting that the assignment agreements — the contracts whereby he replaced existing contractors — also established valid and enforceable contracts with FedEx. He thus argues that even if the SOA expired in 2011, FedEx still breached the assignment agreements when it refused to allow him to assign his rights to service PSAs under the terms of the SOA. We disagree. The SOA’s plain text proves fatal to Neu-bauer’s allegations, as it explicitly notes that FedEx was not a party to any of the assignment agreements: “Any consideration to be paid by Replacement Contractor on account of such assignment shall be strictly a matter of agreement between Contractor ... and Replacement Contractor.” FedEx “[had] no other obligations whatsoever ... to assure any payment to Contractor on account of Contractor’s as-signmént.” Thus, the first “breach-of-contract claim is foreclosed by the plain language of the [SOA].” See Gorog, 760 F.3d at 793.

Neubauer’s second breach-of-contract claim was also properly dismissed. Neubauer’s amended complaint alleged that FedEx’s non-renewal of the SOA and the ISP transition violated the Background Statement of the SOA, which Neubauer argues forbade FedEx from altering the SOA in any way. While the Background Statement reads, “[N]o officer or employee of FedEx Ground shall have the authority to impose any term or condition on Contractor,” Neubauer’s reading ignores the context surrounding that phrase and would lead to an absurd result. In full, the Background Statement reads:

Both FedEx Ground and Contractor intend that Contractor mil provide these services strictly as an independent contractor, and not as an employee of FedEx Ground for any purpose. Therefore, this Agreement will set forth the mutual business objectives of the two parties intended to be served by this Agreement — which are the results the Contractor agrees to seek to achieve— but the manner and means of reaching these results are within the discretion of the Contractor, and no officer or employee of FedEx Ground shall have the authority to impose any term or condition on Contractor or on Contractor’s continued operation which is contrary to this understanding.

(emphasis added). In context then, the language that Neubauer latches onto — “no officer ... of FedEx ... shall have the authority to impose any term or condition” — simply means that FedEx could not impose new terms to alter the “understanding” that Neubauer “provide[d] these services strictly as an independent contractor, and not as an employee of FedEx.” Neubauer’s interpretation would seize one clause, rip it from its context, and apply it to the entirety of the SOA. The Background Statement’s language and structure does not lend itself to such linguistic acrobatics.

Indeed, Neubauer’s reading of the Background Statement cannot be correct because it would lead to an absurd result. See Gorog, 760 F.3d at 794. Neubauer’s construction would effectively forbid any modification of the SOA in perpetuity, even if the SOA expired and the parties agreed to a new contract with different terms. Not only that, his interpretation would vitiate other terms of the- SOA that allow non-renewal as long as notice is given thirty days prior to the expiration of the term. We thus find the district court did not err in dismissing the breach-of-contract claims.

B. Fraud Claims

Neubauer’s amended complaint also contained various fraud allegations. In effect, the amended complaint claimed that FedEx made knowing misrepresentations to fraudulently induce Neubauer to enter into the SOA and the ISP Agreement and execute the Releases. As these claims involve fraud, Rule 9(b) of the Federal Rules of Civil Procedure requires Neubauer to “state with particularity the circumstances constituting fraud.” In other words, “the complaint must plead such facts as the time, place, and content of the defendant’s false representations, as well as the details of the defendant’s fraudulent acts, including when the acts occurred, who engaged in them, and what was obtained as a result.” U.S. ex rel. Joshi v. St. Luke’s Hosp., Inc., 441 F.3d 552, 556 (8th Cir. 2006).

All of Neubauer’s fraud claims were properly dismissed because he failed to plead fraud with the specificity required by Rule 9(b). Neubauer’s amended complaint is replete with general statements and conclusory allegations. For example, the amended complaint alleged that when entering into the SOA, Neubauer relied on “vague and misleading” statements with respect to how much control FedEx would exercise over contractors. However, the amended complaint never detailed the content of these statements. Elsewhere, the amended complaint asserted that FedEx made “knowing misrepresentations and omissions of material fact” to induce Neu-bauer to “purchase PSAs” and “deceive[d]” Neubauer into signing the Releases and the ISP Agreement. These broad claims are just the type of “shotgun-style allegations” we have dismissed for failure to plead with specificity. See Quintero, 792 F.3d at 1010-11. Therefore, because Neu-bauer’s amended complaint does not come close to pleading the “ ‘who, what, where, when, and how' of the alleged fraud,” see Joshi, 441 F.3d at 556 (citation omitted), we affirm the district court’s dismissal of Neubauer’s fraud claims.

C. North Dakota Franchise Investment Law Claim

Neubauer’s amended complaint next alleged that FedEx offered and sold him an unregistered franchise in violation of North Dakota’s Franchise Investment Law. For this claim to survive, Neubauer had to plead, amongst other things, sufficient facts to plausibly allege that he was a franchisee, meaning: (1) he was “granted the right to engage in the business of offering, selling, or distributing goods or services under a marketing plan or system prescribed in substantial part by a franchisor”; (2) “[t]he operation of [his] business pursuant to such [a] plan ... [was] substantially associated with [FedEx’s] trademark, service mark, trade name, logotype, advertising, or other commercial symbol designating the franchisor or its affiliate”; and (3) he was “required to pay, directly or indirectly, a franchise fee.” See N.D.C.C. § 51-19-02(5)(a). This claim was properly dismissed because Neubauer failed to plead sufficient facts to plausibly state that he was granted the right to engage in the business of offering, selling, or distributing services under a FedEx marketing plan.

FedEx’s business is package delivery, which it markets and sells directly to customers. Neubauer delivered and picked up FedEx packages, but his amended complaint did not allege facts that he had the right to offer, sell, or distribute his services to individual customers. See, e.g., Roberts v. C.R. England, Inc., 848 F.Supp.2d 1087, 1089-90 (N.D. Cal. 2012) (applying a California franchise-investment statute with language nearly identical to North Dakota’s Franchise Investment Law and concluding that plaintiffs who contracted to deliver packages failed to allege a franchise because they were not granted a right to offer or distribute services or goods to customers). In fact, we note that the SOA — the basis of this claim — explicitly stated that Neubauer was an independent contractor providing transportation services to FedEx and that Neubauer received his payments not from customers, but from FedEx through a weekly settlement check. Thus, the amended complaint failed to plausibly claim that Neubauer was granted the right to offer or distribute services to customers. As a result, we affirm the district court’s dismissal of this claim.

D. North Dakota RICO Claim

Neubauer’s final claim alleged that FedEx’s purported violations of North Dakota’s Franchise Investment Law, fraudulent activity, and acts of felony theft established a cause of action under North Dakota’s RICO Act. North Dakota’s RICO Act creates a civil right of action for “a person who sustains injury to person, business, or property by a pattern of racketeering activity.” N.D.C.C. § 12.1-06.1-05. “A pattern of racketeering” is at least two acts of racketeering activity — or acts “committed for financial gain, which [are] chargeable or indictable under the laws of the state in which the act[s] occurred.” McColl Farms, LLC v. Pflaum, 837 N.W.2d 359, 369 (N.D. 2013). Furthermore, “[a]n element of criminal activity is necessary to every racketeering elaim[,] [p]roof of two related predicate criminal acts is required[,] [and] [i]t is necessary that either a prior conviction or probable cause be alleged 'with reference to the predicate acts.” Id. (citations omitted). “[T]he acts alleged must be criminal acts and stating an act is criminal is not enough to make it true.” Id. Finally, “[a] RICO claim must be pleaded with particularity under Rule 9(b).” Crest Const. II, Inc. v. Doe, 660 F.3d 346, 353 (8th Cir. 2011); see also Rolin Mfg., Inc. v. Mosbrucker, 544 N.W.2d 132, 138 (N.D. 1996) (“A RICO claim must be pled with the same particularity that is required in the pleading of fraud.” (quotation omitted)).

Neubauer’s RICO claim was properly dismissed because as we previously concluded, Neubauer failed to sufficiently plead facts for his fraud claims and Franchise Investment Law claim. Thus, the amended complaint did not plead facts sufficient to allege two acts of racketeering activity and fell short of stating a RICO claim that was plausible on its face. We therefore affirm the dismissal of the North Dakota RICO claim.

III. CONCLUSION

For the foregoing reasons, we affirm the district court’s dismissal of Neubauer’s amended complaint.

      . The Honorable Ralph R. Erickson, United States District Judge for the District of North Dakota.

      . During this time, Neubauer also transferred his rights to Marken, his corporate entity. Hereafter, we refer to the plaintiffs collectively as "Neubauer.”


source: Caselaw Access Project

author: BEAM, Circuit Judge.

license: Public Domain

text:
    Ramon MENDOZA, Plaintiff-Appellant Laura Mendoza, Plaintiff v. UNITED STATES IMMIGRATION AND CUSTOMS ENFORCEMENT; John Does, #1-5, Defendants Jeff Davis, Sarpy County, Nebraska Sheriff, Defendant-Appellee John Does, #6-10, Defendants-Appellees Justin Osterberg, individually; Sarpy County, Nebraska, Defendants-Appellees
    No. 16-1807
    United States Court of Appeals, Eighth Circuit.
    Submitted: November 17, 2016
    Filed: February 21, 2017

      Counsel who presented argument on behalf of the appellant was Denise Ellen Frost, of Omaha, NE. The following attorney(s) appeared on the appellant’s brief; Clarence E. Mock, III, of Oakland, NE., Amy Anne Miller, of Lincoln, NE.
    Counsel who presented argument on behalf of the appellee Justin Osterberg was Sarah Fabian, of Washington, DC. Counsel who presented argument on behalf of the appellees Jeff Davis and Sarpy County, Nebraska was Brandy Rae Johnson, of Lincoln, NE. The following attorney(s) appeared on the appellees brief of Jeff Davis and Sarpy County, Nebraska; Vincent Valentino, of Lincoln, NE.
    Before COLLOTON, BEAM, and GRUENDER, Circuit Judges.
   BEAM, Circuit Judge.

Ramon Mendoza appeals the district court’s grant of summary judgment in favor of Defendants Justin Osterberg; Sar-py County, Nebraska (the County); John Does 6-10 (the County employees); and Sheriff Davis on numerous claims based on an improper immigration detainer issued on March 5, 2010, and withdrawn on March 8, 2010. For the reasons discussed below, we affirm.

I. BACKGROUND

Mendoza is a naturalized United States citizen with the full birth name Ramon Mendoza Gallegos. He typically uses the name Ramon Mendoza. Mendoza has a valid United States passport and a Social Security card and number issued by the Social Security Administration. Mendoza has never been charged with or convicted of a state or federal felony but has several convictions for driving-related offenses. At the time of the incident relevant to this case, there were no outstanding warrants for his arrest.

At approximately 4:00 p.m. on Friday, March 5, 2010, while driving his niece’s vehicle, Mendoza was pulled over by police officers for having an obstructed view. Mendoza did not have a driver’s license or the vehicle’s registration. He was arrested for driving with a revoked license. The officers told him that he would be taken to the Sarpy County Jail to be processed and then released. Mendoza was booked on the state charges of driving under revocation of a license, no proof of insurance, and obstructed view. Sarpy County Deputy Lyle was at the intake desk and began the intake process. Lyle asked Mendoza questions and wrote Mendoza’s responses on a preprinted intake form. They communicated in English. Mendoza gave his name, address, and other information, but he misstated the last digit of his social security number. When asked for his city of birth, he stated that he did not know. Because Lyle’s shift ended, he did not complete Mendoza’s intake form. Deputy Titus continued the intake procedure with Mendoza. Titus and Mendoza communicated in English. In his deposition, Titus stated that he did not specifically recall this encounter with Mendoza, but he recognized his handwriting on the intake form. The final intake form stated that Mendoza was not a United States citizen and that his language was Spanish. At no time during the intake procedure did Mendoza disclose his United States citizenship status. Mendoza claims none of the officers asked about his citizenship. Mendoza signed the completed intake form. He also signed a 48-hour waiver form, waiving his right to appear before a judge expeditiously.

In the normal course, after the intake paperwork is completed, deputies pass the paperwork to booking clerks who input the data into the jail’s computerized booking software, follow up with other agencies as necessary, and assign each arrestee to temporary housing. The booking clerks on duty on March 5, 2010, were Mary Sortino and Brandi Chase, neither of whom have a specific recollection of Mendoza’s paperwork. As part of the Sarpy County Jail’s policy, the booking staff is supposed to update the inmate’s records from prior periods of incarceration. This was the fourth time Mendoza had been booked at the Sarpy County Jail. The three prior records showed the same name, address, date of birth, and place of birth. However, in October 2006, Mendoza gave a social security number that differed in four digits from his actual number. Also relevant, the prior records showed that he was a United States citizen and that his language was English. A record from 2008 showed that Immigration and Customs Enforcement (ICE) confirmed that Mendoza was a United States citizen. This note from 2008, however, was entered in the “notes” portion of the “booking information” screen, a screen that was not normally accessed during the booking procedure and not available to all jail employees.

Prior to March 2010, ICE sent a memorandum to the Sarpy County Jail requesting that booking clerks call ICE on its toll-free phone number whenever the jail received an inmate with a foreign birth place or any other reason that made the clerk uncertain of the arrestee’s citizenship status. Because Mendoza’s intake form noted that Mendoza was born in Mexico and that he was not a United States citizen, Sortino called ICE’s toll-free number at 6:08 p.m. on March 5, 2010. In November 2009, Nebraska and Iowa ICE officers started a duty rotation to cover calls from law enforcement agencies that came in after hours, on weekends, or on holidays. An ICE agent was assigned the duty phone on a rotating basis and would handle all phone inquiries from law enforcement about particular individuals. The ICE agent determined whether to place an immigration detainer on any individual in custody. An immigration detainer is a notice to law enforcement that ICE seeks custody of an alien not legally in the United States. The detainer tells law enforcement that ICE intends to assume custody of the alien, requests information from law enforcement about the alien’s impending release, and requests that law enforcement maintain custody of an alien who would otherwise be released for up to 48 hours, not including weekends or holidays. When determining whether to issue a detainer, ICE agents weigh evidence received from law enforcement and the individual, paying special attention to the person’s social security number, place of birth, date of birth, and other identifying information. The ICE agent is also able to contact the Law Enforcement Service Center (LESC) to run database checks if the agent does not have access to the necessary databases.

Osterberg, the ICE agent on duty on March 5, was working from his home in Cedar Rapids, Iowa, when he answered Sortino’s call. This was the first time he had ever spoken to anyone from the Sarpy County Jail. This was also his first time handling a weekend duty assignment. Ost-erberg did not have direct access to any databases because the duty laptop was broken. Sortino’s normal practice was to give the ICE agent the information from the intake form, including the inmate’s name, date of birth, and whether the inmate denied United States citizenship. If asked, she would also provide the inmate’s social security number, place of birth, and local charges. Sortino provided the name from the intake sheet, Ramon Mendoza. Osterberg testified that he was not told that Mendoza was claiming United States citizenship. Osterberg spoke with Mendoza, who provided his name (Ramon Mendoza), date of birth, parents’ names, and social security number, and stated that he was born in Mexico. Mendoza never mentioned that he was a United States citizen.

Osterberg then contacted LESC, provided Mendoza’s information, and asked LESC to search their databases. LESC found two files that matched Mendoza’s information. Both files had information about Ramon Mendoza with the same date of birth, social security number, and father’s name. However, the two files had different names listed for the mother, different Alien File (A-File) numbers, and different second last names. The first file was for Ramon Mendoza-Gutierrez, an aggravated felon who was previously removed from the United States to Mexico on March 21, 2008. The second file was for Ramon Mendoza-Gallegos, a legal permanent resident. Because Osterberg was working from home On a weekend, he had no way to access the A-Files. It is very common, however, for one individual to have more than one A-File from various situations, such as if the person enters the United States illegally or where a person uses different aliases. Also, identity theft is very common among illegal aliens. Based on the matching social security number, date of birth, and father’s name, Osterberg determined that the two files from LESC were “one and the same person.” Thus, Osterberg concluded that he had probable cause to believe that the Sarpy County Jail had Ramon Mendoza-Gutierrez, an aggravated felon subject to removal.

At approximately 6:19 p.m. on March 5, 2010, while Osterberg was collecting information and contacting LESC, Sortino conducted an initial National Crime Information Center (NCIC) database search and printed a report on Mendoza. Like the information from LESC, the NCIC report contained several possible individuals with the same or similar names and identical dates of birth. The report contained the following names: Ramon Mendoza, Ramon Mendoza-Gallegos, and Ramon Mendoza-Gutierrez. Because Mendoza misstated the last number of his social security number on the intake form, none of the social security numbers in the NCIC database exactly matched the social security number Mendoza reported on March 5. Mendoza-Gallegos had the same FBI number, state identification number, and birth date as the information for the person listed as Ramon Mendoza. The listing for Mendoza-Gallegos also had a social security number matching the person listed as Ramon Mendoza and a social security number only one digit off from the social security number listed on Mendoza’s intake form. The Mendoza-Gallegos listing further showed a birthplace of Mexico and no information on citizenship. The listing for Mendoza-Gutierrez similarly contained the same birth date as Mendoza, as well as a social security number only one digit off from the social security number listed on Mendoza’s intake form. “Ramon Mendoza” was also listed as an alias on the Mendoza-Gutierrez report.

On March 5, 2010, Osterberg requested that LESC issue a detainer for Ramon Mendoza-Gutierrez. LESC faxed the de-tainer to the Sarpy County Jail. At approximately 8:00 p.m., jail staff entered data from the ICE detainer and the NCIC report into the booking system, including Ramon Mendoza-Gutierrez as an alias and the FBI number associated with Mendoza-Gutierrez. Mendoza was then fingerprinted. The fingerprint form contained the name “Ramon Mendoza-Gutierrez,” but Mendoza signed the form as “Ramon Mendoza.” Osterberg did not obtain Mendoza’s fingerprints because he had no way to receive them at his home. Later that evening, Sortino notified ICE that Mendoza was ready to be picked up. Osterberg had no further communication with the jail staff concerning Mendoza that weekend.

After learning of the ICE detainer, Mendoza told Sarpy County Jail staff that he was a United States citizen, but he never asked to speak to an ICE agent. Mendoza’s son, Richard, had followed the officers to the Sarpy County Jail after Mendoza was arrested. After Richard told the person over the intercom that his father was a United States citizen, he was told that his father was being detained because of a hold on immigration. Richard then called his mother, Mendoza’s wife. Mendoza’s wife claims she came to the jail’s 24-hour entrance at least three times that weekend with Mendoza’s naturalization certificate, United States passport, and marriage license as proof of his citizenship. She claims that she spoke to someone over the intercom and showed papers to the camera in an effort to get Mendoza released. She also testified that on Sunday she was finally allowed into a secure second room where she spoke to a man who told her that they had “the guy [they] were looking for and he committed several crimes.” Mendoza’s wife claims that the man never took or commented on the documents she tried to show him. Sar-py County Jail officials testified that it is very rare for a person to come to the jail with papers claiming citizenship, but if someone had, the staff would have told the person to take the documents to ICE. The booking clerks agreed that this would have been the procedure followed in this situation. Mendoza’s wife and son never contacted ICE. Thus, Osterberg never knew that anyone at the Sarpy County Jail was claiming or had evidence that Mendoza was a United States citizen.

On Monday, March 8, 2010, Osterberg went to his office and reviewed the detain-er sent on Friday evening for Ramon Mendoza-Gutierrez. Osterberg called the Sar-py County Jail and requested a copy of Mendoza’s fingerprints. When he received Mendoza’s fingerprints and ran them through the IDE NT system in the Cedar Rapids office, the database showed that Mendoza’s fingerprints did not match the prints of Ramon Mendoza-Gutierrez, the aggravated felon, but instead matched the second individual in the file, Ramon Mendoza-Gallegos. This was the first time Ost-erberg was able to confirm that the two files were, in fact, for two separate individuals. Osterberg immediately canceled the detainer that was issued on March 5, 2010, by faxing a document to the Sarpy County Jail. It was cancelled well before the 48-hour hold deadline. The booking clerk who received the fax from Osterberg processed Mendoza for release. Mendoza was taken to the hospital and treated for nausea and diarrhea.

Alleging numerous violations of his constitutional rights, including a substantive due process claim, Mendoza filed a Bivens claim against Osterberg and John Does 1-5 and a § 1983 claim against Davis, John Does 6-10, and the County. Mendoza further alleged that Osterberg, Davis, the John Does, and the County (collectively “Defendants”) engaged in a civil conspiracy in violation of 42 U.S.C. § 1985(3). This claim was based on the Sarpy County Jail’s participation in the State Criminal Alien Assistance Program (SCAAP), which provides partial reimbursement funds to offset the cost of holding immigration prisoners for the federal government.. Defendants moved for summary judgment. The district court held that “the facts [did] not establish the violation of a constitutional right.” Because the district court found no violation of a constitutional right, Mendoza’s claim for supervisory and municipal liability failed. Nonetheless, the district court found no evidence of “constitutionally deficient” policies or training. The district court also held that “Mendoza’s substantive due process claim fail[ed] because it [was] ‘covered’ under the Fourth Amendment,” and even if it was not, there was no “conscience-shocking behavior that meets the threshold for imposition of liability under the substantive prong of the Fourteenth Amendment.” As for the civil rights conspiracy claim, the district court found “no evidence, circumstantial or otherwise, from which the court [could] infer a conspiracy or any discriminatory animus.”

. Mendoza now appeals arguing that the district court erred by (1) granting summary judgment in favor of Defendants; (2) holding that none of Mendoza’s clearly established rights were 'violated by Defendants; (3) granting qualified immunity to Defendants; (4) finding there was arguable probable cause for the ICE detainer; (5) holding that Davis and the County had no supervisory liability or liability for inadequate or unconstitutional jail policies and training; and (6) holding there was no evidence of Defendants’ conspiracy in violation of 42 U.S.C. § 1985(3).

II. DISCUSSION

A. Standard of Review

We review the district court’s grant of summary judgment de novo, viewing the evidence in the light most favorable to the nonmoving party and drawing all reasonable. inferences in favor of the nonmoving party. Bishop v. Glazier, 723 F.3d 957, 960-61 (8th Cir. 2013). A party is entitled to summary judgment only if there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law. Fed. R. Civ. P. 56(a). “When a defendant asserts qualified immunity at the summary judgment stage, the plaintiff must produce evidence sufficient to create a genuine issue of fact regarding whether the defendant violated a clearly established right.” Bishop, 723 F.3d at 961.

Under the doctrine of qualified immunity, government officials are generally immune from civil liability so long as “their conduct does not violate clearly established statutory or constitutional rights of which a reasonable person would have known.” Harlow v. Fitzgerald, 457 U.S. 800, 818, 102 S.Ct. 2727, 73 L.Ed.2d 396 (1982). It gives “government officials breathing room to make reasonable but mistaken judgments, and protects all but the plainly incompetent or those who knowingly violate the law.” Blazek v. City of Iowa City, 761 F.3d 920, 922 (8th Cir. 2014) (quoting Stanton v. Sims, — U.S. —, 134 S.Ct. 3, 5, 187 L.Ed.2d 341 (2013)). To determine whether a government official is entitled to qualified immunity, we must ask (1) whether the official’s action violated a constitutional right; and (2) whether the violated right was clearly established. Borgman v. Kedley, 646 F.3d 518, 522 (8th Cir. 2011). “The defendants are entitled to qualified immunity unless the answer to both of these questions is yes.” McCaster v. Clausen, 684 F.3d 740, 746 (8th Cir. 2012). A right is clearly established when “[t]he contours of the right [are] sufficiently clear that a reasonable official would understand that what he is doing violates that right.” Anderson v. Creighton, 483 U.S. 635, 640, 107 S.Ct. 3034, 97 L.Ed.2d 523 (1987). In other words, the right violated must have been established “beyond debate.” Hollingsworth v. City of St. Ann, 800 F.3d 985, 989 (8th Cir. 2015) (quoting City & Cty. of S.F., Cal. v. Sheehan, — U.S. —, 135 S.Ct. 1765, 1774, 191 L.Ed.2d 856 (2015)).

B. Bivens Claim

Mendoza argues that the district court erred in holding that Osterberg had arguable probable cause to issue the ICE de-tainer. Mendoza argues that Osterberg did not have arguable probable cause because Osterberg (1) failed to ask Mendoza about his citizenship, (2) ignored conflicting information, and (3) failed to conduct a sufficient investigation.

A warrantless seizure or detention by a law enforcement officer must be supported by probable cause. Borgman, 646 F.3d at 522. However, “an officer is entitled to qualified immunity if there is at least ‘arguable probable cause.’ ” Id. at 522-23 (quoting Walker v. City of Pine Bluff, 414 F.3d 989, 992 (8th Cir. 2005)). “Arguable probable cause exists even where an officer mistakenly arrests a suspect believing it is based in probable cause if the mistake is ‘objectively reasonable.’ ” Id. at 523 (quoting Amrine v. Brooks, 522 F.3d 823, 832 (8th Cir. 2008)). “[I]t is inevitable that law enforcement officials will in some cases reasonably but mistakenly conclude that probable cause is present, and ... in such cases those officials ... should not be held personally liable.” Anderson, 483 U.S. at 641, 107 S.Ct. 3034.

First, it was reasonable for Osterberg not to question Mendoza further about his citizenship. Mendoza told Oster-berg that he was born in Mexico, Mendoza never mentioned that he was a United States citizen, and “an individual born abroad is presumed to be an alien and bears the burden of rebutting that presumption.” Nadal-Ginard v. Holder, 558 F.3d 61, 68 (1st Cir. 2009). Moreover, “there is no rule of law which prohibits officers charged with the administration of the immigration law from drawing an inference from the silence of one who is called upon to speak.” United States ex rel. Bilokumsky v. Tod, 263 U.S. 149, 154, 44 S.Ct. 54, 68 L.Ed. 221 (1923). Because Mendoza failed to disclose his citizenship to Osterberg or Sarpy County Jail officials, Osterberg was entitled to conclude from Mendoza’s silence that he was not a United States citizen. Moreover, Mendoza signed the intake form, which stated that he was not a United States citizen.

Second, Osterberg did not ignore information but rather reasonably interpreted it. LESC provided two files that could have been related to Mendoza. The file for Mendoza-Gutierrez said he was an aggravated felon with no legal status in the United States. The file for Mendoza-Gallegos listed the man as a lawful permanent resident. Because of the similar names and matching social security numbers and birth dates, Osterberg decided that the files were referring to the same person. Based on his experience, Osterberg knew that identity theft is common among people living illegally in the United States, and it is not uncommon for ICE databases to contain more than one A-File relating to one person. The record shows no evidence that Osterberg ignored pertinent information. Rather, the record supports the reasonableness of Osterberg’s belief that he was dealing with one individual with two files.

Third, Osterberg conducted a sufficient investigation using the resources he had at his disposal. It is true that had Osterberg been able to compare Mendoza’s fingerprints to Mendoza-Gutierrez’s .fingerprints on March 5, the detention would have lasted a couple of hours instead of three days. However, because it was after hours on a Friday night, Osterberg had no means of obtaining and running the fingerprints. Thus, he was forced to rely on information provided by Sarpy County Jail officials and Mendoza. Such reliance is permitted so long as the reliance was reasonable, which it was here. See Doran v. Eckold, 409 F.3d 958, 965 (8th Cir. 2005). Osterberg then followed the common practice of ICE agents in this type of situation and contacted LESC to run a check of the information provided. The search returned two possible matches. “When an officer is faced with conflicting information that cannot be immediately resolved, ... he may have arguable probable cause to arrest a suspect.” Borgman, 646 F.3d at 523. Moreover, Osterberg had previously used LESC to retrieve information about individuals, and LESC generally provided correct information. Therefore, Osterberg had arguable probable cause to issue the ICE detainer and was entitled to qualified immunity.

C. 42 U.S.C, § 1983 Claims

Section 1983 provides a cause of action for “the deprivation of any rights, privileges, or immunities secured by the Constitution and laws” by any person “under color of any statute, ordinance, regulation, custom, or usage, of any State or Territory.” 42 U.S.C. § 1983. In Monell v. Department of Social Services of the City of New York, 436 U.S. 658, 690-91, 98 S.Ct. 2018, 56 L.Ed.2d 611 (1978), the Supreme Court held that local governments could also be “sued [under § 1983] for constitutional deprivations visited pursuant to governmental ‘custom’ ” or official policies.

1. Qualified Immunity

Mendoza argues that Sheriff Davis and the County employees did not have arguable probable cause for the detainer and thus are not entitled to qualified immunity. Specifically, Mendoza argues that Davis and the County employees violated his constitutional rights by failing to ask him about his citizenship status; overlooking information in the NCIC report that would have differentiated him from Mendoza-Gutierrez; failing to conduct a basic, minimal investigation; refusing to look at evidence from his wife and son; and failing to check his prior records, which proved he was a citizen.

First, Davis was unaware that Mendoza had even been detained. As such, Davis could not have participated in any unconstitutional acts regarding Mendoza’s detention. “Government officials are personally liable only for their own misconduct.” S.M. v. Krigbaum, 808 F.3d 335, 340 (8th Cir. 2015). Because he had no “direct participation” in the alleged violations, he is entitled to qualified immunity. Id.

Second, evidence placed Mendoza’s identity in question such that the County employees reasonably believed Mendoza was Mendoza-Gutierrez, the aggravated felon for which the ICE detainer was issued. The County employees are entitled to qualified immunity so long as “there is any reasonable basis to conclude that probable cause existed.” Walden v. Carmack, 156 F.3d 861, 870 (8th Cir. 1998). First, the initial NCIC report obtained by Sortino showed that Mendoza shared a first name, father’s surname, date of birth, and social security number with Mendoza-Gutierrez, a deportable felon. Like Oster-berg, the County employees did not overlook differentiating information but rather interpreted the conflicting information. Such conflicting information that cannot be immediately resolved usually gives an officer arguable probable cause to arrest or detain a suspect. Borgman, 646 F.3d at 523. The County employees then received an ICE detainer from Osterberg. As discussed above, Osterberg had arguable probable cause to issue the ICE detainer based on his training, as well as information from Mendoza and LESC. The County employees were entitled to rely on Ost-erberg’s probable cause determination. See Doran, 409 F.3d at 965 (stating that law enforcement may reasonably rely on information from other law enforcement).

Mendoza points out that the booking clerk should have found the note in his 2008 intake form, which showed that he was a United States citizen. He also argues that the County employees should have examined the evidence Mendoza’s wife and son brought to the jail. However, “a court should ask whether the law enforcement officials acted reasonably under settled law in the circumstances then existing, not whether another reasonable, or more reasonable interpretation of the facts can be constructed.” Walden, 156 F.3d at 870. Here, given the complexity of the jail’s electronic booking system at the time and the fact that the screen where Mendoza’s citizenship status was denoted was not usually accessed during the booking process, it was not unreasonable for the booking clerk to overlook it. And, by the time Mendoza’s wife and son arrived at the jail with proof of his citizenship, ICE had already confirmed that Mendoza was Mendoza-Gutierrez and issued a detainer. Any proof of citizenship needed to be presented to ICE. “Simply laying blame or fault and pointing out what might have been done is insufficient [to prove a constitutional violation].” Luckert v. Dodge Cty., 684 F.3d 808, 818 (8th Cir. 2012) (quoting Rellergert v. Cape Girardeau Cty., Mo., 924 F.2d 794, 797 (8th Cir. 1991)).

Based on the intake process, incorrect information provided by Mendoza, NCIC search results, the phone call to Osterberg, and the subsequent ICE investigation, the evidence shows that the County employees conducted an adequate investigation. Once the County employees handed over the investigation to ICE, per Sarpy County Jail procedure, and later received an ICE detainer, the County employees’ part in the investigation was over. They were not required to conduct a parallel investigation. See Akins v. Epperly, 588 F.3d 1178, 1184 (8th Cir. 2009). Nor were they expected to “cross-examine [Osterberg] about the foundation for the [detainer].” United States v. Hensley, 469 U.S. 221, 231, 105 S.Ct. 675, 83 L.Ed.2d 604 (1985) (quoting United States v. Robinson, 536 F.2d 1298, 1299 (9th Cir. 1976)). “The question is not whether the jailers did all they could have, but whether they did all the Constitution requires.” Luckert, 684 F.3d at 818 (quoting Rellergert, 924 F.2d at 797). Here, the County employees conducted an adequate investigation and reasonably relied on Ost-erberg’s probable cause determination for the detainer. Thus, there was no violation of Mendoza’s constitutional rights, and the County employees are or would be entitled to qualified immunity.

2. Supervisory and Municipal Liability

Mendoza further argues that Sheriff Davis, along with the County, should be held liable under a failure to train or failure to supervise theory. According to Mendoza, because Davis was a veteran law enforcement officer, he should have known that constitutional violations were likely to occur when employees were handling ICE detainers without any training. Similarly, Mendoza argues that the County was liable under § 1983 because multiple grievous actions, by multiple employees, combined and rose to the level of a constitutional violation. Based on the evidence in the record, however, it is patently incorrect to say that Sarpy County Jail staff had no training, policies, or practices for handling ICE detainers. Instructions on ICE detainers were set forth in an instructive memorandum. Booking clerks received on-the-job training as to all aspects of their duties and responsibilities, which included contacting ICE about incoming arrestees. Booking clerks even testified that ICE’s expectations guided their actions. ICE specifically asked that booking clerks call a toll-free number under certain circumstances and allow ICE to resolve any uncertainty as to an arrestee’s citizenship.

Even if there were no policies or training on how to handle ICE detain-ers, there must first be an obvious need for the training before a failure to have it will be considered a constitutional violation. See City of Canton, Ohio v. Harris, 489 U.S. 378, 390, 109 S.Ct. 1197, 103 L.Ed.2d 412 (1989).

When a supervising official who had no direct participation in an alleged constitutional violation is sued for failure to train or supervise the offending actor, the supervisor is entitled to qualified immunity unless plaintiff proves that the supervisor (1) received notice of a pattern of unconstitutional acts committed by a subordinate, and (2) was deliberately indifferent to or authorized those acts.

Krigbaum, 808 F.3d at 340 (emphasis added). Similarly, “[o]nly where a failure to train reflects a ‘deliberate’ or ‘conscious’ choice by a municipality — a ‘policy’ as defined by our prior cases — can a city [or county] be liable for such a failure under § 1983.” City of Canton, Ohio, 489 U.S. at 389, 109 S.Ct. 1197. Here, the Sarpy County Jail honored ICE detainers for numerous years without any problems. Neither Davis nor the County could have been on notice that ICE detainers were an issue that required additional training. Thus, even absent any policy or training on ICE detainers, there was no constitutional violation.

Mendoza’s real complaint is that the training and policies in place did not include certain steps relevant to Mendoza’s particular situation that might have presented this mistake. However, “[i]n virtually every instance where a person has [allegedly] had his or her constitutional rights violated by a city employee, a § 1983 plaintiff will be able to point to something the city ‘could have done’ to prevent the unfortunate incident.” Id. at 392, 109 S.Ct. 1197. Here, there was general training on ICE detainers but not specific training for this particular situation. Lack of particularized training that might have prevented Mendoza’s three-day detention does not establish a constitutional violation. Id.; Connick v. Thompson, 563 U.S. 51, 67, 131 S.Ct. 1350, 179 L.Ed.2d 417 (2011). Each of the employees allegedly made independent mistakes in their various jobs. Their actions cannot reasonably be attributed to a defective governmental policy or custom. Additionally, the claims against Davis and the County automatically fail for lack of an underlying constitutional violation. See City of Los Angeles v. Heller, 475 U.S. 796, 798-99, 106 S.Ct. 1571, 89 L.Ed.2d 806 (1986). Thus, the district court was correct in granting summary judgment in favor of Davis and the County on Mendoza’s claims of supervisory and municipal liability under § 1983.

D. Fifth Amendment Due Process Claim

Mendoza argues that the district court ignored his Fifth Amendment substantive due process claim against Defendants when it held that the claim failed because it was covered by the Fourth Amendment claim. The claim arose out of the illegal detention, which the district court discussed extensively. “Where a particular Amendment provides an explicit textual source of constitutional protection against a particular sort of government behavior, that Amendment, not the more generalized notion of substantive due process, must be the guide for analyzing these claims.” Cty. of Sacramento v. Lewis, 523 U.S. 833, 842, 118 S.Ct. 1708, 140 L.Ed.2d 1043 (1998) (quoting Albright v. Oliver, 510 U.S. 266, 273, 114 S.Ct. 807, 127 L.Ed.2d 114 (1994) (plurality opinion of Rehnquist, C.J)). Thus, the district court was correct in dismissing the claim, as it was explicitly covered under the Fourth Amendment analysis.

Even so, as the district court correctly held, none of Defendants’ acts or omissions meet the standard necessary for a substantive due process claim. “The Fourteenth Amendment guarantees ‘[substantive due process[, which] prevents the government from engaging in conduct that shocks the conscience or interferes with rights implicit in the concept of ordered liberty.’ ” Moran v. Clarke, 296 F.3d 638, 643 (8th Cir. 2002) (en banc) (alterations in original) (quoting Weiler v. Purkett, 137 F.3d 1047, 1051 (8th Cir. 1998) (en banc)). Mendoza was properly stopped and detained for violating traffic laws. Osterberg developed separate probable cause to believe Mendoza was a deportable felon, which provided a valid, legal basis for the ICE detainer. Finally, Defendants’ failure to follow up or check on certain facts is only enough for an ordinary negligence claim, and “negligent conduct by government officials cannot be the source of a ‘deprivation’ of constitutional rights.” Wells v. Walker, 852 F.2d 368, 371 (8th Cir. 1988). Nothing here shocks the conscience. “[T]he Due Process Clause is simply not implicated by a negligent act of an official.... ” Daniels v. Williams, 474 U.S. 327, 328, 106 S.Ct. 662, 88 L.Ed.2d 662 (1986).

E. Civil Conspiracy

Mendoza argues that the district court erred in holding that there was no evidence of Defendants’ conspiracy in violation of 42 U.S.C. § 1985(3). To prove a conspiracy Mendoza must prove

(1) that the defendants conspired, (2) with the intent to deprive [him] of equal protection of the laws, or equal privileges and immunities under the laws, (3) that one or more of the conspirators did, or caused to be done, any act in furtherance of the object of the conspiracy, and (4) that [he] was injured or deprived of having and exercising any right or privilege of a citizen of the United States.

Crutcher-Sanchez v. Cty. of Dakota, 687 F.3d 979, 987 (8th Cir. 2012). For the first element, Mendoza must “allege with particularity and specifically demonstrate with material facts that the defendants reached an agreement.” Davis v. Jefferson Hosp. Ass’n, 685 F.3d 675, 685 (8th Cir. 2012) (quoting City of Omaha Emps. Betterment Ass’n v. City of Omaha, 883 F.2d 650, 652 (8th Cir. 1989)). Mere speculation or conjecture is insufficient to prove a civil conspiracy. Mettler v. Whitledge, 165 F.3d 1197, 1206 (8th Cir. 1999).

At the outset, because there was no constitutional violation, this claim necessarily fails. See Askew v. Millerd, 191 F.3d 953, 957-59 (8th Cir. 1999) (holding that because there was no violation of a constitutional right or privilege, summary judgment in favor of the defendant on the § 1985 civil conspiracy claim was proper). However, even if we were to find a constitutional violation, there is no evidence that Defendants reached an agreement. Mendoza admits there is no direct evidence of a conspiracy between Defendants to deprive him of his constitutional rights but claims there is circumstantial evidence that points to a conspiracy. Specifically, Mendoza notes the Sarpy County Jail’s longstanding cooperation with ICE on ICE detainers. This is not enough to show a conspiracy. Mere cooperation between entities is not “evidence of specific, facts that show a ‘meeting of the minds.’ ” Crutcher-Sanchez, 687 F.3d at 987 (emphasis added) (quoting Barstad v. Murray Cty., 420 F.3d 880, 887 (8th Cir. 2005)). Osterberg’s office was located in Cedar Rapids, Iowa, approximately 270 miles from the Sarpy County Jail. Osterberg did not know any Sarpy County Jail employees and had never spoken to anyone associated with the jail prior to March 5, 2010. Osterberg had no direct access to Sarpy county records. Mendoza attempts to infer a conspiracy based on the SCAAP funds the Sarpy County Jail received. However, there is no evidence that any of the non-supervisory Sarpy County Jail employees were aware of the existence of the program. Even Davis was only minimally aware of the program. Plus, Defendants had nothing to gain by conspiring against Mendoza. The program does not provide reimbursement for wrongly holding a United States citizen. Because there is no evidence of a meeting of the minds between the conspirators, the district court correctly dismissed Mendoza’s conspiracy claim.

III. CONCLUSION

The judgment of the district court is affirmed.

      . The Honorable Joseph F. Bataillon, United Stales District Judge for the District of. Nebraska.

      . Based on the district court’s analysis of “the County employees” and the arguments made before this court regarding “Sarpy County personnel” and "Sarpy County jail staff,” we presume that John Does 6-10 are employees of the Sarpy County jail and construe the district court’s order as holding that John Does 6-10 were entitled to qualified immunity. Mirroring the district court’s order, we refer to John Does 6-10 as "the County employees.”

      . Under Bivens v. Six Unknown Named Agents of Federal Bureau of Narcotics, 403 U.S. 388, 397, 91 S.Ct. 1999, 29 L.Ed.2d 619 (1971), an individual may sue federal officials for constitutional violations. “An action under Bivens is almost identical to an action under section 1983, except that the former is maintained against federal officials while the latter is against state officials.” Christian v. Crawford, 907 F.2d 808, 810 (8th Cir. 1990).

      . In his brief to the district court, Mendoza stated that his claims against John Does 1-5 would be dismissed. The district court construed the language as a motion to dismiss and granted the motion.


author: RILEY, Chief Judge.

text:
    Brian KNOWLTON, individually, and On Behalf of All Others Similarly Situated; Douglas Minerd, individually, and On Behalf of All Others Similarly Situated; Gary Lensenmayer, individually, and On Behalf of All Others Similarly Situated; Charles R. Wetesnik, individually, and On Behalf of All Others Similarly Situated; Nancy J. Anderson; Richard F. Angevine; Joe Mullins; Andy Fichthorn; Donald W. Mills, Jr., Plaintiffs-Appellees v. ANHEUSER-BUSCH COMPANIES PENSION PLAN; Anheuser-Busch Companies, LLC; Anheuser-Busch Companies Pension Plan Appeals Committee; Anheuser-Busch Companies Pension Plan Administrative Committee, Defendants-Appellants Brian Knowlton, individually, and On Behalf of All Others Similarly Situated; Douglas Minerd, individually, and On Behalf of All Others Similarly Situated; Gary Lensenmayer, individually, and On Behalf of All Others Similarly Situated; Charles R. Wetesnik, individually, and On Behalf of All Others Similarly Situated; Nancy J. Anderson; Richard F. Angevine; Joe Mullins; Andy Fichthorn; Donald W. Mills, Jr., Plaintiffs-Appellants v. Anheuser-Busch Companies Pension Plan; Anheuser-Busch Companies, LLC; Anheuser-Busch Companies Pension Plan Appeals Committee; Anheuser-Busch Companies Pension Plan Administrative Committee, Defendants-Appellees
    No. 15-3538, No. 15-3851
    United States Court of Appeals, Eighth Circuit.
    Submitted: September 22, 2016
    Filed: February 22, 2017

      Counsel who presented argument on behalf of the appellants was James F. Bennett, of Saint Louis, MO. Scott Joseph Stitt, of Columbus, OH. The following attorney(s) appeared on the appellant brief; Albert L. Hogan, III, of Chicago, IL.
    Counsel who presented argument on behalf of the appellees was Scott Joseph Stitt, of Columbus, OH. The following attorney(s) appeared on the appellee brief; Paul J. Puricelli, of Saint Louis, MO., Joe David Jacobson, of Saint Louis, MO., Joseph R. Dulle, of Saint Louis, MO., Christine M. Snyder, of Cleveland, OH., Karl Bekeny, of Cleveland, OH., Scott Joseph Stitt, of Columbus, OH; Allen P.1 Press, of St. Louis, MO.
    Before RILEY, Chief Judge, MURPHY and SMITH, Circuit Judges.
   RILEY, Chief Judge.

Brian Knowlton and eight other named plaintiffs, individually and on behalf of those similarly situated, brought this class-action lawsuit under the Employee Retirement Income Security Act (ERISA), 29 U.S.C. §§ 1001, et seq., against Anheu-ser-Busch Companies, LLC, Anheuser-Busch Companies Pension Plan, Anheu-ser-Busch Companies Pension Plan Appeals Committee, and Anheuser-Busch Companies Pension Plan Administrative Committee (collectively, Anheuser-Busch). Plaintiffs, participants in the Anheuser-Busch salaried employee pension plan, claim they are entitled to enhanced pension benefits. See id. § 1132(a)(1)(B). This appeal concerns the interpretation of Section 19.11(f) of that plan. Adopting the reasoning of the Court of Appeals for the Sixth Circuit in Adams v. Anheuser-Busch Cos., 758 F.3d 743 (6th Cir. 2014), the district court concluded Section 19.11(f) applied, entitling plaintiffs to enhanced benefits, and granted judgment on the pleadings. We affirm in part and reverse in part.

I. BACKGROUND

. Plaintiffs are former salaried employees of Busch Entertainment Corporation (BEC), a subsidiary of Anheuser-Busch Companies LLC, which ran SeaWorld theme parks. As a subsidiary, BEC was a member of the Anheuser-Busch family of companies, defined under the plan as the “Controlled Group” — the “group of corporations, trades and businesses ... of which the Company [Anheuser-Busch Companies] is a part, as determined from time to time.”

In November 2008, Anheuser-Busch In-Bev, N.V. (InBev), combined the Anheu-ser-Busch Companies. As relevant here, the parties agree the transaction resulted in a “Change of Control” under the plan. Section 19.11(f) of the Anheuser-Busch Companies Pension Plan (plan) provides for an enhanced pension benefit for a plan participant “whose employment with the Controlled Group is involuntarily terminated within three (3) years after the Change in Control.” It does so by adding “an additional five (5) years” to the participant’s “Credited Service” for purposes of calculating the participant’s benefits. At some point in the following year, InBev announced it was selling BEC to Blackstone Capital Partners V.L.P., to be finalized on December 1, 2009.

In September 2012, Knowlton and other named plaintiffs in this lawsuit brought claims to Anheuser-Busch for enhanced pension benefits. They contended (1) a change in control occurred when InBev combined Anheuser-Busch Companies, and (2) they were involuntarily terminated from employment with the Controlled Group when InBev sold BEC, and they were entitled to enhanced benefits under Section 19.11(f) of the plan.

The Anheuser-Busch retirement plan administrator denied the claims. The plan administrator stated the “purpose for the special benefits under Section 19.11(f) is to provide additional benefits to individuals who are out of work after they involuntarily lose their employment within three years after a change in control of Anheu-ser-Busch Companies.” According to the plan administrator, eligibility for enhanced benefits under Section 19.11(f) required “an actual break in an individual’s employment, rather than simply a change in the owner of the entity employing the individual during a period of continuous employment.” Plaintiffs appealed the denials of benefits to the Pension Plans Appeals Committee, which upheld the decisions.

Plaintiffs filed this action to obtain enhanced benefits under the plan. See 29 U.S.C. § 1132(a)(1)(B). The district court certified the proposed class under Federal Rule of Civil Procedure 23(b)(2) for Count I of the consolidated complaint, and plaintiffs moved for partial judgment on the pleadings on Count I, see Fed. R. Civ. P. 12(c). The district court adopted the Sixth Circuit’s reasoning in Adams, which presented “the identical issue.” See Adams, 758 F.3d at 745-47. In Adams, plaintiffs were participants in the plan and former' employees of the Metal Container Corporation, which was an Anheuser-Busch Company until InBev sold it to Ball Corporation. See id. at 745-46. Applying de novo review, the Sixth Circuit held Section 19.11(f) was unambiguous and the only plausible interpretation of “involuntarily terminated” was to read that phrase together in context with the words preceding it — “whose employment with the Controlled Group is involuntarily terminated.” See id. at 747-48. The Sixth Circuit concluded the plan administrator’s denial of benefits was “arbitrary and capricious.” Id. at 748-49.

Three months after the district court entered judgment on the pleadings, the district court granted Anheuser-Busch’s motion for a final order and stay of judgment pending appeal. Rejecting plaintiffs’ request to calculate the specific amount of benefits due to each class member, the district court simply ordered Anheuser-Busch to direct the plan administrator to provide each member of the class with the enhanced pension benefit under Section 19.11(f). The district court further ordered Anheuser-Busch to make a remedial back payment with interest to those members of the class whose benefits had already been paid and to make future pension payments with the benefit of Section 19.11(f) to those members of the class not yet eligible for benefits. The district court stayed its final judgment pending the outcome of any appeal.

Plaintiffs unsuccessfully moved to alter or amend the district court’s final order under Federal Rule of Civil Procedure 59(e). The district court emphasized its previous determination that the plan “will be perfectly cápable of calculating and distributing necessary benefits — including payments it should have already paid out had it properly interpreted and applied the language of the Plan” and that “the amount of those payments were not required to be part of the judgment itself.” Anheuser-Busch filed notice of appeal, and plaintiffs filed notice of a cross-appeal with a motion to dismiss Anheuser-Busch’s appeal for lack of jurisdiction. We granted Anheuser-Busch’s motion to take plaintiffs’ motion to dismiss the appeal with the case.

II. DISCUSSION

A. Plaintiffs’ Motion to Dismiss the Appeal

After the district court denied their Rule 59 motion, citing Eighth Circuit Local Rule 47A, plaintiffs moved to dismiss Anheuser-Busch’s appeal on the basis that the district court had not yet issued a final order. See 28 U.S.C. § 1291 (providing our court jurisdiction over “final decisions of the district courts of the-United States” (emphasis added)); see also, e.g., Faysound Ltd. v. Walter Fuller Aircraft Sales, Inc., 952 F.2d 980, 981 (8th Cir. 1991) (discussing Local Rule 47A). “A final judgment is one that ‘ends the litigation on the merits and leaves nothing for the court to do but execute the judgment.’ ” Borntrager v. Cent. States, Se. & Sw. Areas Pension Fund, 425 F.3d 1087, 1091 (8th Cir. 2005) (quoting Cunningham v. Hamilton County, 527 U.S. 198, 204, 119 S.Ct. 1915, 144 L.Ed.2d 184 (1999)).

Plaintiffs argue Dieser v. Continental Casualty Co. “confirms” the district court’s order entering judgment was not final because it failed to calculate the benefits owed to each member of the class. See Dieser v. Cont’l Cas. Co., 440 F.3d 920, 923 (8th Cir. 2006). Unlike the district court in Dieser, where the district court “orders did not purport to dispose of all issues in the case,” id. here, the district court issued final relief because it purported to address and resolve all of the issues in the case, despite plaintiffs’ assertions to the contrary. Cf. Liberty Mut. Ins. Co. v. Wetzel, 424 U.S. 737, 744, 96 S.Ct. 1202, 47 L.Ed.2d 435 (1976) (“[.J]udgments ... where assessment of damages or awarding of other monetary relief remains to be resolved have never been considered to be ‘final’ within the meaning of 28 U.S.C. § 1291.”). Although plaintiffs contend the order is not final because they were not awarded damages, see id. the district court considered their argument but decided the nature of their action was declaratory, and they were not entitled to an award that calculated the benefits owed. See Welsh v. Burlington N., Inc., Emp. Benefits Plan, 54 F.3d 1331, 1339-40 (8th Cir. 1995) (observing the district court has the power “to determine what benefits are due [under ERISA] and to award them”). This is different from a case like Dieser, for instance, where a district court forgoes dispensing with all issues presented in the case, or where it decides liability but refuses to monetize that award — with the understanding that there is an award left to be calculated. Cf. Albright v. UNUM Life Ins. Co. of Am., 59 F.3d 1089, 1092-93 (10th Cir. 1995) (determining the “final order doctrine” prevented the court from assuming jurisdiction where judgment had been entered against the defendant in an ERISA claim for disability benefits, but the district court failed to “address specifically what benefits would be owed to [the plaintiff]”). We are satisfied we have jurisdiction over this appeal.

B. Section 19.11(f) Enhanced Benefits Eligibility

“We review de novo a grant of a motion for judgment on the pleadings.” Porous Media Corp. v. Pall Corp., 186 F.3d 1077, 1079 (8th Cir. 1999). “[A] denial of benefits challenged under § 1132(a)(1)(B) is to be reviewed under a de novo standard unless the benefit plan gives the administrator or fiduciary discretionary authority to determine eligibility for benefits or to construe the terms of the plan.” Firestone Tire & Rubber Co. v. Bruch, 489 U.S. 101, 115, 109 S.Ct. 948, 103 L.Ed.2d 80 (1989). Where an ERISA-qualifying plan lends discretionary authority to a plan administrator to determine participants’ benefits, we review the plan administrator’s decision for an abuse of discretion. See Rutledge v. Liberty Life Assurance Co. of Bos., 481 F.3d 655, 659 (8th Cir. 2007). Under an abuse-of-discretion review, the plan administrator’s “interpretation of uncertain terms in a plan” will be upheld if that interpretation was reasonable. King v. Hartford Life & Accident Ins. Co., 414 F.3d 994, 999 (8th Cir. 2005) (en banc).

Section 14.11 of the plan grants the plan administrator “sole discretion” in the “interpretation of all Plan provisions,” including whether a “Beneficiary is entitled to any benefit pursuant to the terms of the Plan.” In adopting the reasoning of Adams, the district court limited its review to the meaning of Section 19.11(f), without addressing whether Anheuser-Busch’s interpretation of the plan was reasonable. See Adams, 758 F.3d at 747 (applying de novo review to the question of whether the “plan language [was] ambiguous”). Finding consideration of the administrative record unnecessary, the district court determined it need not go “beyond the words of Section 19.11(f) itself,” see Windstream Corp. v. Da Gragnano, 757 F.3d 798, 803-04 (8th Cir. 2014), and concluded the only reasonable interpretation of the section entitled plaintiffs to enhanced benefits. Because the district court did not analyze the rest of the plan or the plan administrator’s written decision, Anheuser-Busch argues the district court failed to consider the plan as a whole and was “unaware of the Plan-based support for the Appeals Committee’s conclusion that Section 19.11(f) was intended to provide enhanced benefits only to those participants who lose their job, and not to participants who continue in the same job after a transfer.”

Anheuser-Busch proposes Sections 3.1 and 2.5 of the plan, providing conditions for “Severance from Service Date” and “Employee Transfers and Layoffs,” respectively, support its argument that Section 19.11(f) was not intended to apply to plaintiffs because they suffered no break in their employment. Section 3.1 defines vesting of benefits upon severance, and “include[s] for this purpose a termination of employment in connection with sale of part or all of its interest in an incorporated or unincorporated business or assets by a member of the Controlled Group.” Because this section explicitly defines severance to include a change resulting from an asset sale, Anheuser-Busch asserts Section 19.11(f) does not include the present situation because, if it did, the drafters of the plan would have stated it. Section 2.5 states that a transfer or “other change in ... employment classification ... shall [not] be treated as a Break in Service or a termination of employment.” It also provides that if a transfer shall result in an employee becoming ineligible for plan participation, that employee will “no longer accrue any benefits under the Plan.” Here, no one is alleging plaintiffs were transferred from their former positions. Neither section demonstrates, as Anheuser-Busch contends, that “termination” should mean “loss of a job” in the sense that Anheuser-Busch wants us to read it.

Second, Anheuser-Busch argues Section 19.11(f) is ambiguous because it “reasonably supports multiple interpretations” and the plan administrator’s interpretation must be upheld if it was reasonable. An-heuser-Busch proposes the phrase “with the Controlled Group” merely clarifies that the employment referenced in the section means the job that made the participant eligible for the plan. We do not dispute the phrase “with the Controlled Group” modifies the type of employment the plan was describing; however, “invo-luntar[y] terminatfion]” of “employment with the Controlled Group” cannot reasonably be interpreted to exclude the circumstances present here.

The phrase, “whose employment with the Controlled Group is involuntarily terminated” must be understood by applying the words’ plain meaning. See Johnson v. Am. United Life Ins. Co., 716 F.3d 813, 819-20 (4th Cir. 2013) (“A paramount principle of contract law requires us to enforce the terms of an ERISA insurance plan according to the plan’s plain language in its ordinary sense.” (citation omitted)). As the Sixth Circuit explained:

Given the fact that “involuntarily terminated” has meaning only when the thing that is being involuntarily terminated is identified, and given that the phrase at issue in Section 19.11(f) identifies the thing being terminated as “employment with the Controlled Group,” it is clear that when each term in the provision is understood according to its ordinary meaning, and no term is ignored, eligibility for enhanced pension benefits pursuant to Section 19.11(f) requires satisfaction of five elements: (1) that the recipient be a plan participant (2) whose employment with the Controlled Group (3) is involuntarily terminated (4) within three years after (5) a change in control.

Adams, 758 F.3d at 748. Plaintiffs here were all salaried participants in the plan, and on December 1, 2009, when the sale of BEC finalized, “without the plaintiffs’ consent and for reasons beyond the plaintiffs’ control,” their employment with the Controlled Group was terminated. Id. at 749. Whether plaintiffs’ employment continued in the same capacity once they were no longer employed by a member of the Controlled Group is irrelevant. Cf. Hunger v. AB, 12 F.3d 118, 119, 121 (8th Cir. 1993) (concluding “under the plain language of the Plan,” employees who “continued to perform the same jobs” after the division they worked in was sold “were [nonetheless] no longer employed by [their former employer]”). We agree Section 19.11(f) is unambiguous.

Even under the deferential abuse-of-discretion standard, a plan administrator cannot contradict the plain language of an ERISA plan to deny benefits. See Admin. Comm, of the Wal-Mart Stores, Inc. Assocs.’ Health & Welfare Plan v. Gamboa, 479 F.3d 538, 542 (8th Cir. 2007) (“An interpretation that conflicts with the plain language of a health and welfare plan is an abuse of discretion.”). Anheuser-Busch cannot reasonably interpret Section 19.11(f) to require plan participants to have been “out of work after they involuntarily lose their employment within three years after a change in control.” Nor can the plan administrator reasonably infer “an actual break in an individual’s employment” is required in order for Section 19.11(f) to apply. See Admin. Comm, of the Wal-Mart Stores, Inc. Assocs.’ Health & Welfare Plan v. Shank, 500 F.3d 834, 838 (8th Cir. 2007) (“Ordinarily, courts are to enforce the plain language of an ERISA plan ‘in accordance with its literal and natural meaning.’ ” (citation omitted)). For these reasons, we agree with the district court and the Sixth Circuit’s conclusion that Section 19.11(f) entitles plaintiffs to an enhanced pension benefit.

Because we affirm the judgment on the merits, we need not consider plaintiffs’ alternative argument to apply collateral estoppel — though we have considered the potentially inequitable result that could have occurred had we reached the contrary conclusion. See, e.g., Aldens, Inc. v. Miller, 610 F.2d 538, 541 (8th Cir. 1979) (“Although we are not bound by another circuit’s decision, we adhere to the policy that a sister circuit’s reasoned decision deserves great weight and precedential value. As an appellate court, we strive to maintain uniformity in the law among the circuits, wherever reasoned analysis will allow, thus avoiding unnecessary burdens on the Supreme Court docket.”).

C. Cross-Appeal

In their cross-appeal, plaintiffs contend if the district court’s decision was final and appealable (which we have decided it was), the decision still must be reversed and remanded because the district court failed to make individual calculations of enhanced benefits owed to individual members of the class. In this case, we evaluate de novo the district court’s chosen remedy. See Tussey, 746 F.3d at 338-39.

Before addressing plaintiffs’ argument, a brief retreat into procedural history is useful. After the Sixth Circuit issued its decision in Adams, plaintiffs moved for partial judgment on the pleadings as to Count I, asserting all that was left for the district court to decide was “the amount of the enhanced benefit to be received by each class member — a determination that can be made only after Defendants respond to the discovery.” Subsequent to the district court’s grant of partial judgment on the pleadings and adoption of Adams, Anheuser-Busch moved for final judgment, claiming Count I had been “decided in full” and attaching an order issued by the district court in Adams as support. See Adams v. Anheuser-Busch Cos., No. 2:10-ev-826 (E.D. Ohio Dec. 24, 2014). Upon remand from the Sixth Circuit, the Adams district court concluded “[t]he relief ordered by the court of appeals can be accomplished by a judgment ordering the Plan to apply the enhanced benefit provisions in § 19.11(f) in calculating the pension benefits of class members.” Adams v. Anheuser-Busch Cos., No. 2:10-ev-826 (E.D. Ohio Nov. 21, 2014). The Adams district court simply entered judgment ordering “Defendants ... to cause the Plan to provide each member of the Amended Proposed Class with the enhanced pension benefit set forth in Section 19.11(f) of the Plan.” Adams v. Anheuser-Busch Cos., No. 2:10-ev-826 (E.D. Ohio Dec. 24, 2014).

In response to Anheuser-Busch’s motion,. plaintiffs argued the district court could not issue a final award without a calculation of benefits due to the class in Count I of the consolidated complaint. Plaintiffs asserted damages could be readily calculated if discovery proceeded and Anheuser-Busch provided necessary information about plan participants. Once again mirroring the course of proceedings in Adams, the district court declined to make any such calculations of benefits owed, observing plaintiffs had “previously urged this Court to follow the path set forth in the Adams litigation. Now it is the defendants urging the Court to follow Adams.” The district court determined (1) it was not possible to calculate “a concrete damages number” as one-third of the plaintiffs’ class had not yet made an election with regard to benefits; and (2) the plaintiffs’ consolidated complaint did “not actually seek ‘damages’ but rather ... [raised] a question of Plan interpretation and [sought] an order directing application of the plaintiffs’ interpretation of Section 19.11(f).”

While we understand the desire to dispense with the calculations by ordering the plan administrator to make them, we disagree with the district court’s conclusion that plaintiffs’ complaint sought only a declaration that Section 19.11(f) applied. Plaintiffs brought this action under 29 U.S.C. § 1132(a)(1)(B), which authorizes an action to recover benefits or to enforce and clarify rights under an ERISA-quali-fying plan. “Relief may take the form of accrued benefits due, a declaratory judgment on entitlement to benefits, or an injunction against a plan administrator’s improper refusal to pay benefits.” Pilot Life Ins. Co. v. Dedeaux, 481 U.S. 41, 53, 107 S.Ct. 1549, 95 L.Ed.2d 39 (1987). It is true resolution of Count I depended on an interpretation of the plan, yet, looking at the prayer of relief in Count I of plaintiffs’ consolidated complaint, plaintiffs requested the district court:

[e]nter judgment in favor of each named plaintiff and against all the Plan and Administrators of the’ Plan for future retirement benefits calculated on the basis of applying the [Section 19.11(f) ] benefit enhancement, and award them early retirement benefits under Section [19.11](f) of the Plan ... with pre-judgment interest on each payment that should have been made to them from December 1, 2009 to the date of judgment, and post-judgment interest, and other such relief as to which they may be entitled.

In regard to the whole class, plaintiffs requested the district court:

Permit each plaintiff and each class member who would have at any time prior to the date of judgment qualified for early retirement if his or her employment with the Controlled Group was treated as terminating on December 1, 2009 to elect early retirement as of any date after the date he or she would have first so qualified, and award each who so elects early retirement benefits under [Section 19.11(f)] of the Plan from and after the effective date of such election as though he or she had five additional years of service and five additional years of age, with prejudgment interest on each payment that should have been made to him or her from the effective date of such election to the date of judgment, and post-judgment interest.

(Emphasis added).

Upon examination of these paragraphs in plaintiffs’ prayer for relief in Count I of the consolidated complaint, plaintiffs made a sufficient request for an actual award of certain benefits with the application of the enhanced benefit — in addition to a declaration that Section 19.11(f) applies. See Peabody, 636 F.3d at 373 (“Unsurprisingly, the remedy in a successful action for plan benefits is to receive the accrued benefits.”). Therefore, we reverse and remand with instructions to reconsider the plaintiffs’ prayer for relief and, to the extent requested and provable, calculate and award the benefits owed to plaintiffs by applying Section 19.11(f).

Finally, plaintiffs challenge the district court’s oversight of discovery, arguing Anheuser-Busch has not yet provided them with necessary information so that the notice requirement under Federal Rule of Civil Procedure 23(c) can be satisfied. But see, e.g., Fed. R. Civ. P. 23(c)(2), advisory committee’s note to 2003 Amendment (explaining while members of a class certified under Rule 23(b)(2) “have interests that may deserve protection by notice,” notice is only “expressly require[d] ... in actions certified under Rule 23(b)(3)”). “Although broad, the district court’s authority [to manage class actions] is not without limits. Appellate review is necessary to assure that the rights of absentee class members are not inundated in the wake of a district court’s brisk supervision.” Hitt v. Nissan Motor Co. (In re Nissan Motor Corp. Antitrust Litig.), 552 F.2d 1088, 1096 (5th Cir. 1977). Plaintiffs argue they are unable to verify that the plan administrator has correctly calculated and distributed enhanced benefits to those class members who have already elected benefits because the “vast majority of the class members are not only absent but unknown.” The district court decided information such as “spreadsheets stating the names, Plan status, and benefits received and to be received” was “immaterial ... to the judgment at issue.” Upon remand, the district court may reconsider whether certain records will assist in its calculation of the requested benefits. Cf., e.g., Day v. Celadon Trucking Servs., Inc., 827 F.3d 817, 835 (8th Cir. 2016).

III. CONCLUSION

We affirm in part, reverse in part, and remand for further proceedings consistent with this opinion.

      . The parties describe this transaction differently: Anheuser-Busch alleged the two entities ''combined,” while plaintiffs stated InBev ''acquired” Anheuser-Busch Companies.

      . Section 19.11(f) provides in relevant part: The Normal Retirement Benefit, Late Retirement Benefit, Early Retirement Benefit or Termination Benefit of any Participant under the Supplement for the Anheuser-Busch Salaried Employees' Pension Plan ... whose employment with the Controlled Group is involuntarily terminated within three (3) years after the Change in Control ... shall be determined by taking into account an additional five (5) years of Credited Service and, for purposes of Section 4.3 [Early Retirement Benefits] only, an additional five (5) years of age, and shall in any event be at least fifteen percent (15%) larger than the Participant’s Normal Retirement [benefits].

      . The class is defined as:
      All persons who were: (a) participants in the Anheuser-Busch Companies Pension Plan in 2008; (b) employed by Anheuser-Busch Companies, LLC or any of its operating divisions and subsidiaries (the "Controlled Group”) on both November 17 and November 18, 2008; and (c) employed as a salaried employee by Busch Entertainment Corporation when the sale of Busch Entertainment Corporation to the Blackstone Group closed on or about December 1, 2009.

      . The amended consolidated complaint originally contained three counts. In this order, the district court decided the only remaining count, seeking identical relief as Count I, but for a smaller subset of the class, was-moot.

      . Eighth Circuit Local Rule 47A(b) states: “The appellee may file a motion to dismiss a docketed appeal on the ground the appeal is not within the court’s jurisdiction.... The court will consider the motion and enter an appropriate order.’’

      . Section 14.11 also states, “Any construction of the terms of the Plan for which there is a rational basis that is adopted by the Plan Administrator shall be final and legally binding on all parties.”

      . In Tussey v. ABB, Inc., we held de novo review of the district court’s " 'method of calculating damages' ” was appropriate, while the calculations themselves are " 'reviewed for clear error.’ ” Tussey v. ABB, Inc., 746 F.3d 327, 338-39 (8th Cir. 2014) (quoting Peabody v. Davis, 636 F.3d 368, 373 (7th Cir. 2011)); see also Brown v. Aventis Pharm., Inc., 341 F.3d 822, 825 (8th Cir. 2003) (reviewing the amount of the district court’s award of damages under ERISA for an abuse of discretion). Whether the district court adequately resolved plaintiffs’ claims is a question that is "purely legal,” suitable for the "exercise [of] plenary review.” Bd. of Trs. of Trucking Emps. of N. J. Welfare Fund, Inc. Pension Fund v. Kero Leasing Corp., 377 F.3d 288, 294 (3d Cir. 2004).