IN THE UNITED STATES COURT OF APPEALS
                       FOR THE FIFTH CIRCUIT



                             No. 02-30379
                           Summary Calendar


WOODROW WILSON CONSTRUCTION COMPANY, INC.,

                                              Appellant,

versus

HANCOCK BANK OF LOUISIANA,

                                              Appellee.

                        --------------------
           Appeal from the United States District Court
               for the Western District of Louisiana
                           USDC No. 01-1850
                        --------------------
                          February 19, 2003
Before BARKSDALE, DEMOSS, and BENAVIDES, Circuit Judges.

PER CURIAM:*

     This case arises from a dispute over the requirements of a

consent agreement entered among Rabalais Masonry, Inc., Woodrow

Wilson Construction Company, Inc. (appellant), and Hancock Bank

of Louisiana (appellee).    The appellant contends that a portion

of a payment that it made to appellee on behalf of Rabalais,

pursuant to the terms of the consent agreement, was made in

error, and seeks the return of such sum.


     *
        Pursuant to 5TH CIR. R. 47.5, the court has determined
that this opinion should not be published and is not precedent
except under the limited circumstances set forth in 5TH CIR.
R. 47.5.4.

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      On August 17, 2001, the bankruptcy court granted appellee’s

motion to dismiss appellant’s claim, premised upon La. Civ. C.

arts. 2298 (enrichment without cause) and 2299 (payment of a

thing not owed), and denied appellant’s motion to amend its

complaint.    The district court, acting in its appellate capacity,

affirmed the decision of the bankruptcy court on March 7, 2002.

      Although we are sorely tempted to dismiss this appeal with

prejudice for the appellant’s failure to adequately brief the

issues as required by the Federal Rules of Appellate Procedure,

we will give the appellant the benefit of the doubt and rule on

the merits.    See Fed. R. App. P. 28(a)(6) (requiring “the

contentions of the appellant on the issues presented, and the

reasons therefor, with citations to the authorities, statutes,

and parts of the record relied on.”) (emphasis added).

      It is well-settled that we review the decision to grant a

motion to dismiss de novo.    Copeland v. Wasserstein, Parella, &

Co. Inc., 

, 477 (5th Cir. 2002).    The central issue

is whether the appellant’s complaint, when viewed in the light

most favorable to the appellant, states a valid claim for relief.

a court’s decision to deny a motion to amend for

abuse of discretion.    Stripling v. Jordan Prod. Co., LLC, 

, 872 (5th Cir. 2000).

      After reviewing the record and considering the arguments

presented, we conclude that, for the reasons given in the careful


                                 -2-
opinions of both the bankruptcy and district court judges, the

appellant has not stated a claim for which relief can be granted.

     Further, the refusal to permit the appellant to amend its

complaint was appropriately denied on the basis of futility.     See

(holding that it is within a district

court’s discretion to deny a motion to amend if the amended

complaint would fail to state a claim upon which relief could be

granted).

     Accordingly, the bankruptcy court’s order dismissing the

complaint and denying the motion to amend is AFFIRMED.




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