facts demonstrating each element” of constitutional standing, including that the

plaintiff suffered an “actual or imminent” injury-in-fact. Spokeo, Inc. v. Robins,

578 U.S. 330, 338-39 (2016) (citation omitted). To be “imminent,” the “threatened

2 24-6692 injury must be certainly impending.” Clapper v. Amnesty Int’l USA, 568 U.S. 398,

409 (2013) (quoting Whitmore v. Arkansas, 495 U.S. 149, 158 (1990)). Plaintiffs’

complaint and their opposition to Defendants’ motion to dismiss express concern

that the acquisition “may cause loss and harm to the Plaintiffs, and to the public at

large” by raising prices and reducing consumer choice. To the extent Plaintiffs

allege a pocketbook injury from more expensive airline tickets or an antitrust

injury in the form of fewer carriers to choose from, those injuries are not

sufficiently imminent to establish standing because none of the Plaintiffs alleged a

desire or plan to purchase an airline ticket in the future. Plaintiffs’ general

allegations do not identify an injury-in-fact that is sufficient to confer Article III

standing.

However, the district court erred in dismissing Plaintiffs’ complaint without

leave to amend on futility grounds. “When the district court denies leave to amend

because of futility of amendment, we will uphold such denial if ‘it is clear, upon de

novo review, that the complaint would not be saved by any amendment.’”

Carvalho v. Equifax Info. Servs., LLC, 629 F.3d 876, 893 (9th Cir. 2010) (citation

omitted). The district court determined that amendment would be futile because

Plaintiffs had failed adequately to allege an injury-in-fact. But amendment is futile

only if an amended complaint could not state a plausible claim for relief.

Cervantes v. Countrywide Home Loans, Inc., 656 F.3d 1034, 1041 (9th Cir. 2011).

3 24-6692 Here, amendment would not be futile because Plaintiffs could cure their pleadings

by alleging additional facts in support of standing, such as specific travel plans and

the effects of the merger on those plans.

The district court also erred to the extent it dismissed without leave to amend

on the ground that Plaintiffs could have requested leave to amend but failed to do

so. In dismissing a complaint, “a district court should grant leave to amend even if

no request to amend the pleading was made, unless it determines that the pleading

could not possibly be cured by the allegation of other facts.” Ebner v. Fresh, Inc.,

838 F.3d 958, 963 (9th Cir. 2016) (quoting Doe v. United States, 58 F.3d 494, 497

(9th Cir. 1995)). Because amendment would not be futile, the district court should

grant Plaintiffs leave to amend their complaint on remand. See Watison v. Carter,

668 F.3d 1108, 1117 (9th Cir. 2012).1

2. The district court did not abuse its discretion when it denied Plaintiffs’

motion for a temporary restraining order. “[T]here must be a relationship between

the injury claimed in the motion for injunctive relief and the conduct asserted in

the underlying complaint.” Pac. Radiation Oncology, LLC v. Queen’s Med. Ctr.,

810 F.3d 631, 636 (9th Cir. 2015). Because the district court dismissed Plaintiffs’

1 In light of our vacatur of the district court’s dismissal and our conclusion that leave to amend should be granted, we need not separately address Plaintiffs’ appeal of the district court’s denial of their motion for reconsideration and for leave to file an amended complaint.

4 24-6692 complaint before Plaintiffs moved for a TRO, there was no underlying complaint

to which the motion could relate, and “the district court lack[ed] authority” to grant

injunctive relief in the form of a TRO. Id.

3. The district court did not abuse its discretion or deny Plaintiffs due

process when it vacated the scheduled hearing on the motion to dismiss. We have

“repeatedly held that granting a motion without oral argument is not a denial of

due process.” D’Augusta, 117 F.4th at 1105.

4. The district court did not unreasonably delay ruling on the motion to

dismiss. The district court granted the motion two months after the completion of

briefing, and Plaintiffs do not clearly explain how this delay affected their

substantial rights. See Fed. R. Civ. P. 61 (“At every stage of the proceeding, the

court must disregard all errors and defects that do not affect any party’s substantial

rights.”).

AFFIRMED IN PART, VACATED IN PART, and REMANDED with

instructions to grant Plaintiffs leave to amend the complaint.

5 24-6692