NOT PRECEDENTIAL

                      UNITED STATES COURT OF APPEALS
                           FOR THE THIRD CIRCUIT
                                ____________

                                     No. 10-2059
                                    ____________

                           DORCAS HOLMES, Appellant

                                          v.

                                  ROBERT GATES,
                                 Secretary of Defense
                                   ____________

                   On Appeal from the United States District Court
                       for the Middle District of Pennsylvania
                              (D.C. No. 1-08-cv-02152)
                      District Judge: Honorable Yvette Kane
                                   ____________

                     Submitted Under Third Circuit LAR 34.1(a)
                                December 14, 2010

           Before: RENDELL, JORDAN and HARDIMAN, Circuit Judges.

                             (Filed: December 14, 2010)
                                    ____________

                             OPINION OF THE COURT
                                  ____________

HARDIMAN, Circuit Judge.

      Dorcas Holmes appeals a judgment of the District Court dismissing her Title VII

employment discrimination action. We will affirm.
                                               I.

       Because we write for the parties, we recount only those facts essential to our

analysis.

       Holmes works as a conference center facilitator at the Defense Logistics Agency

(DLA), a subordinate agency of the Department of Defense. In November 2008, she sued

Secretary of Defense Robert Gates under Title VII of the Civil Rights Act of 1964,

alleging that she was subjected to racial discrimination, harassment, retaliation, and that

the work environment at the DLA was hostile and abusive.

       Gates filed a motion for a more definite statement, claiming that Holmes failed to

comply with the pleading requirements of Federal Rule of Civil Procedure 8(a)(2).

Holmes filed an amended complaint and Gates again moved for a more definite statement

or, in the alternative, for dismissal under FED. R. CIV. P. 12(b)(6) for failure to state a

claim. The District Court granted Gates’s motion for a more definite statement, finding

that Holmes’s amended complaint still did not meet the pleading requirements as outlined

in Bell Atlantic Corp. v. Twombly, 

(2007), and Ashcroft v. Iqbal, --- U.S. ---,

(2009).

       In response to the order of the District Court, Holmes submitted a second amended

complaint, which was largely identical to her prior amended complaint, prompting Gates

again to seek dismissal under Rule 12(b)(6). Holmes sought leave to amend her




                                               2
complaint a third time, but the District Court denied Holmes’s motion and dismissed her

claim with prejudice. 1 This appeal followed.

                                             II.

       We exercise plenary review over the dismissal of a complaint pursuant to FED. R.

CIV. P. 12(b)(6). See Atkinson v. LaFayette College, 

, 451 (3d Cir. 2006).

We review a district court’s decision refusing leave to amend a pleading for abuse of

discretion. See Great W. Mining & Mineral Co. v. Fox Rothschild LLP, 

,

163 (3d Cir. 2010).

                                             III.

                                             A.

       To survive a motion to dismiss, Holmes’s complaint must set forth “enough facts

to state a claim to relief that is plausible on its face.” 

. A claim

is plausible if it “pleads factual content that allows the court to draw the reasonable

inference that the defendant is liable for the misconduct alleged.” 

(citing 

). “The plausibility standard is not akin to a

‘probability requirement,’ but it asks for more than a sheer possibility that a defendant has


       1
        In refusing to allow Holmes to amend her complaint for a third time, the District
Court noted that her proposed amendment “continues to assert the same conclusory
statements as in the previous three iterations of Plaintiff’s complaint.” Holmes v. Gates,
No. 1:08-CV-2152, 

, at *4 n.3 (M.D. Pa. Mar. 11, 2010).



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acted unlawfully.” Id. (citing 

). “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 assertion[s]’ devoid of ‘further

factual enhancement.’” 

550 U.S. at 555, 557). “Determining

whether a complaint states a plausible claim for relief will . . . be a context-specific task

that requires the reviewing court to draw on its judicial experience and common sense.” 2

       After Iqbal, district courts must conduct a two-part analysis when evaluating a

motion to dismiss for failure to state a claim.

       First, the factual and legal elements of a claim should be separated. The
       District Court must accept all of the complaint’s well-pleaded facts as true,
       but may disregard any legal conclusions. Second, a District Court must then
       determine whether the facts alleged in the complaint are sufficient to show
       that the plaintiff has a “plausible claim for relief.” In other words, a
       complaint must do more than allege the plaintiff’s entitlement to relief. A
       complaint has to “show” such an entitlement with its facts.



       2
           Holmes argues that the District Court failed to adequately contextualize her
claim. Specifically, she contends that “[t]he context set forth in the Complaint shows a
small universe, the DLA,” and that “the only difference between Ms. Holmes and the
other similarly situated employees is that she is African-American, and has consistently
complained about racial inequality within her small place of employment.” Appellant’s
Brief at 22-23, Holmes v. Gates, No. 10-2059 (3d Cir. Aug. 2, 2010). She suggests that
the District Court failed to properly infer from this context that the adverse treatment she
experienced was plausibly the result of racial discrimination. However, because Holmes
fails to allege sufficiently specific instances of adverse treatment, her complaint lacks the
factual basis from which the District Court might have drawn this inference.


                                               4
Fowler v. UPMC Shadyside, 

, 210-11 (3d Cir. 2009) (quoting Iqbal, 129 S.

Ct. at 1949-50). If, upon completing this analysis, “the well-pleaded facts do not permit

the court to infer more than the mere possibility of misconduct, the complaint has alleged-

but it has not ‘show[n]’-‘that the pleader is entitled to relief.’” 

(quoting FED. R. CIV. P. 8(a)(2)).

                                              B.

       In refusing to allow Holmes to amend her complaint for a third time, the District

Court noted that her proposed amendment “continues to assert the same conclusory

statements as in the previous three iterations of Plaintiff’s complaint.” Holmes v. Gates,

No. 1:08-CV-2152, 

, at *4 n.3 (M.D. Pa. Mar. 11, 2010). Our review of

the record confirms the District Court’s analysis. The three iterations of Holmes’s

complaint consist essentially of conclusory allegations, which lack sufficient factual

support to state a plausible claim for relief. Holmes’s second amended complaint states

that she “is an adult African-American female” and that she “has been employed by the

Defense Logistics Agency . . . since 1995.” App. 19-20. Holmes alleges that

“[t]hroughout her employment, [she] has complained about mismanagement,

malfeasance, and racially discriminatory practices by management officials,” which has

led to “racially discriminatory and retaliatory practices [being employed] against her.” 

She further claims that these “practices have kept her stagnant in her career despite




                                               5
her qualifications and efforts to advance with the DLA.” 

the

discrimination against her was manifest in the following ways: “the failure and refusal to

reimburse her for tuition that similarly-situated non-minority coworkers and/or coworkers

who have not engaged in a history of protected activities would have had paid”; “the

denial of leave without pay for additional training”; “the denial of additional promotional

opportunities”; “keeping her working in a cold and drafty hallway, to her known physical

detriment”; and “otherwise creating a hostile[,] offensive and abusive work environment

through the abusive working conditions, repeated and bogus disciplinary suggested

actions, lies and deceit in connection with the foregoing adverse employment actions, and

overt and covert acts of racial animus.” 

       Holmes argues that through “her factual allegations [averring that] the treatment

she has received is different than that experienced by non-minority employees who do not

complain about racial issues, she has set forth enough facts to nudge her claim from the

possible to the plausible.” Appellant’s Br. at 20. We disagree.

       Holmes’s complaint consists of generalized grievances, lacking the requisite

specificity to “allow[] the court to draw the reasonable inference that the defendant is

liable for the misconduct alleged.” 

(citing 

). Although “the pleading standard Rule 8 announces does not require ‘detailed

factual allegations,’ . . . it demands more than an unadorned, the-defendant-unlawfully-




                                              6
harmed-me accusation.” 

(quoting 

).

“Threadbare recitals of a cause of action’s elements, supported by mere conclusory

statements, do not suffice.” 

multiple opportunities Holmes had to amend her complaint, she failed

to marshal anything but conclusory allegations to support her claim. As the District Court

quite properly noted,

       [Holmes] might have cured her complaint by answering some very basic
       questions: What sort of conduct does [she] deem was retaliatory or
       harassing? What sorts of promotional opportunities were denied to her?
       What conditions of her employment were degrading and humiliating?
       When was she denied reimbursement for tuition or denied leave to pursue
       additional training and for what types of programs? What specific working
       conditions created a hostile work environment? What disciplinary actions
       were taken against her? What were the lies that were told to her in
       connection to her employment? What were specific actions of racial
       animus against her?

Holmes v. Gates, 

, at *4 n.2. Holmes had three opportunities to include

these kinds of facts in her complaint, yet she repeatedly failed to do so. Accordingly, the

District Court did not err in dismissing her complaint.




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