          United States Court of Appeals
                     For the First Circuit


No. 17-1256

                       KATHRINE MAE MCKEE,

                      Plaintiff, Appellant,

                               v.

                     WILLIAM H. COSBY, JR.,

                      Defendant, Appellee.


          APPEAL FROM THE UNITED STATES DISTRICT COURT
                FOR THE DISTRICT OF MASSACHUSETTS

         [Hon. Mark G. Mastroianni, U.S. District Judge]


                             Before

                   Lynch, Stahl, and Thompson,
                         Circuit Judges.


     F. William Salo for appellant.
     Alan A. Greenberg, with whom Angela Agrusa and Liner LLP were
on brief, for appellee.


                        October 18, 2017
            LYNCH, Circuit Judge.          Kathrine McKee sued William H.

Cosby, Jr., whom she had accused in a 2014 interview published in

the New York Daily News of raping her, for defamation after the

content of a purportedly confidential letter penned to the paper

by   Cosby's   attorney   in    Cosby's    defense   was   disseminated    and

reported on by news outlets and websites worldwide.            The district

court    granted   Cosby's   motion   to    dismiss,    primarily   on   First

Amendment grounds, see McKee v. Cosby, 236 F. Supp. 3d 427 (D.

Mass. 2017), and McKee appealed.           We affirm.

                                      I.

            We accept as true the well-pleaded factual allegations

from McKee's amended complaint and draw all reasonable inferences

in McKee's favor.     See Stanton v. Metro Corp., 438 F.3d 119, 123

(1st Cir. 2006).      McKee is a performer and actress who has been

working in the entertainment industry for over fifty years.              Cosby

is an internationally renowned celebrity and entertainer.                McKee

met Cosby around 1964, while she was a showgirl in Las Vegas.               In

1971, McKee appeared as an actress on the "Bill Cosby Show," and

then socialized with Cosby and his wife on several occasions

between 1971 and 1974.         In 1974, Cosby invited McKee to meet him

in his hotel room in Detroit, Michigan, before heading out to a

party.     Immediately after McKee arrived and entered the hotel

room, Cosby forcibly raped her.




                                    - 2 -
            In December 2014, after more than twenty other women had

publicly accused Cosby of sexual assault, McKee revealed the rape

during an interview with Nancy Dillon, a reporter for the New York

Daily News.    On December 22, 2014, the Daily News published an

article describing the rape as McKee had recounted it.       Later that

same day, Cosby's attorney, Martin Singer, e-mailed a six-page

letter to the Daily News' New York office, addressing the article

(the "Singer Letter" or "Letter").

            The Singer Letter, which bears prominent "Confidential

Legal Notice" and "Publication or Dissemination Is Prohibited"

disclaimers on its front page, admonishes the Daily News for its

decision to publish an article disclosing McKee's rape allegations

against Cosby.      The Letter asserts repeatedly that the newspaper

"maintains virtually no journalistic standard[s] or credibility

threshold" for its stories, as illustrated by its willingness to

publish   McKee's    "never-before-heard   tale"   while   deliberately

ignoring or inexcusably failing to investigate "[a]mple . . .

readily available" "evidence undermining [McKee's] reliability."

Referencing "[e]asily available public information" that "belie[s]

the Daily News' Story" and demonstrates that McKee's rape "story

lacks credibility," the Letter lists, in a string of bullet points,

statements that McKee allegedly made pertaining to her social

relationship with Cosby, as well as her past life as a Las Vegas

showgirl.    Each set of attributed statements is accompanied by a


                                 - 3 -
footnote with a citation to a news article or other source.                Then,

asserting that "the Daily News is not alone," the Letter goes on

to more broadly bemoan the "reckless[ness]" of "irresponsible

media" that "blindly ignores the dubious background of sources,"

including     inter   alia   the   "[c]riminal       backgrounds    of   various

accusers."     In closing, the Letter demands "[p]ublication of a

retraction     and    correction"    of     the   Daily     News'   "malicious

defamatory article."

             According to McKee, on the same day Singer sent the

Letter to the Daily News, he leaked copies of it to the media.

Within hours, excerpts and quotes appeared in news outlets around

the   world    and    were    further     reported     on   by   various    news

organizations and websites.          McKee alleges that the rapid and

widespread dissemination of the statements contained in the Letter

defamed her, causing harm to her reputation nationally within

"days, weeks or even months."

             In December 2015, McKee sued Cosby for defamation in

federal court in Massachusetts, invoking diversity jurisdiction.

In July 2016, McKee filed an amended complaint in which she

asserted    twenty-four      defamation    counts     pertaining    to   various

portions of the Singer Letter.            Cosby moved to dismiss McKee's

amended complaint for failure to state a claim.              In February 2017,

the district court granted Cosby's motion.                  See McKee, 236 F.

Supp. 3d at 454.      The court held that the "gist" of the Letter was


                                    - 4 -
the author's opinion that McKee lacked credibility and that the

Daily News improperly ignored or failed to investigate publicly

available information undermining her rape allegations.              Id. at

439-40.     The court deemed non-actionable the opinion as to McKee's

credibility because it was "not capable of being objectively

verified or disproven" and, in any event, the Letter "adequately

disclosed the non-defamatory facts underlying the opinion[]."             Id.

at   440.     The   court   then   individually   addressed   each   of   the

allegedly false and defamatory statements singled out in the

twenty-four counts of McKee's complaint, and found all of them to

be non-actionable under First Amendment principles and/or under

Michigan defamation law.       See id. at 444-54.     McKee appeals from

entry of judgment against her, arguing that her claims should go

to trial.

                                     II.

             We review de novo the district court's grant of a motion

to dismiss a defamation suit.           Stanton, 438 F.3d at 123.          We

accept as true the complaint's well-pleaded factual allegations,

and draw all reasonable inferences in favor of the non-moving

party.      Id.     Before turning to the merits, we describe the

applicable law that will guide our analysis, and address lingering

disputes about that law.




                                    - 5 -
A.   Choice of Law

            The parties disagree as to which state's defamation law

should apply.         McKee advocates for the law of Massachusetts,

asserting that Massachusetts has "the most compelling interest in

this action."     Cosby maintains that "either Michigan or Nevada law

applies," emphasizing that although McKee was living in Michigan

at the time the Singer Letter was published and its allegedly

defamatory content disseminated, she later moved to Nevada.                    The

district court applied Michigan law, and did not err in doing so.

            In   deciding    which   state's       substantive       law   applies,

federal courts follow the forum state's choice of law rules.                    In

re Volkswagen & Audi Warranty Extension Litig., 692 F.3d 4, 14

(1st Cir. 2012).        In Massachusetts, courts resolve choice-of-law

questions        "'by       assessing        various       choice-influencing

considerations,'        including   those    provided     in   the    Restatement

(Second) of Conflict of Laws (1971)."             Cosme v. Whitin Mach. Works,

Inc., 632 N.E.2d 832, 834 (Mass. 1994) (citation omitted) (quoting

Bushkin Assocs. v. Raytheon Co., 473 N.E.2d 662, 668 (Mass. 1985));

see also Bushkin, 473 N.E.2d at 669 (treating the Restatement as

an "obvious source of guidance" for choice of law questions).

When a defamatory statement is published in multiple states, the

Restatement applies the law of the state with the "most significant

relationship     to   the   occurrence      and   the   parties,"     Restatement

(Second) of Conflict of Laws § 150(1) (1971), which "will usually


                                     - 6 -
be the state where the [defamed] person was domiciled at the time,

if the matter complained of was published in that state," id.

§ 150(2).

            Almost immediately after Singer emailed the Letter to

the Daily News in New York on December 22, 2014, its content was

disseminated and reported on by news outlets nationally and "around

the world," causing, McKee alleges, reputational harm in all fifty

states within "days, weeks, or even months."              At that time, McKee's

state of domicile was Michigan.           McKee resided in Michigan from

1994 until July 2015.            McKee alleges in her brief that she

"incurred damages for personal humiliation, mental anguish and

suffering in Michigan" from December 22, 2014 through July 2015.

To be sure, other states are also implicated in this case in one

way or another: the Letter was initially sent to the Daily News in

New York; McKee permanently moved to Nevada approximately six

months after the Letter was published; and Cosby was domiciled in

Massachusetts when the Letter was written.            But we agree with the

district    court   that   the    state    with     the    "most   significant"

relationship to this suit is that in which McKee resided when the

Letter   was   published   and     for    decades    preceding     the   alleged

"impairment of [her] reputation and standing in the community,"

Gertz v. Robert Welch, Inc., 418 U.S. 323, 350 (1974).                     Since

Michigan was McKee's longstanding state of domicile when she was




                                    - 7 -
allegedly defamed, the district court soundly chose to apply

Michigan law.

B.     Legal Principles

            Under Michigan law, the elements of a defamation claim

are:

            (1)   a   false   and   defamatory   statement
            concerning the plaintiff, (2) an unprivileged
            communication to a third party, (3) fault
            amounting at least to negligence on the part
            of the publisher, and (4) either actionability
            of the statement irrespective of special harm
            (defamation per se) or the existence of
            special harm caused by publication.

Mitan v. Campbell, 706 N.W.2d 420, 421 (Mich. 2005) (citations

omitted).    A statement is "defamatory" if "it tends to lower an

individual's reputation in the community or deters third persons

from associating or dealing with that individual."       Ireland v.

Edwards, 584 N.W.2d 632, 636 (Mich. App. Ct. 1998) (citation

omitted).

            Superimposed on any state's defamation law are First

Amendment safeguards.     See Pan Am Sys., Inc. v. Atl. Ne. Rails &

Ports, Inc., 804 F.3d 59, 64 (1st Cir. 2015) ("Modern defamation

law is a complex mixture of common-law rules and constitutional

doctrines.").    We highlight here the most relevant principles.

            First, "defamatory statements are not punishable unless

they are capable of being proved true or false."    Pan Am Sys., 804

F.3d at 65.      There is no "wholesale defamation exemption for



                                - 8 -
anything that might be labeled 'opinion.'"             Milkovitch v. Lorain

Journal Co., 497 U.S. 1, 18 (1990); see also id. at 19 (declining

to create an "artificial dichotomy between 'opinion' and fact").

The     critical    question   is    whether    the   challenged      statement

"reasonably would be understood to declare or imply provable

assertions of fact."       Phantom Touring, Inc. v. Affiliated Publ'ns,

953 F.2d 724, 727 (1st Cir. 1992).                    A statement, even if

"couch[ed] . . . as an opinion," will give rise to liability if it

"implies the existence of underlying [false and] defamatory facts"

as its basis; conversely, a statement is "immunize[d]" so long as

the speaker discloses all of the facts undergirding it and none of

them are both false and defamatory.            Piccone v. Bartels, 785 F.3d

766, 771 (1st Cir. 2015).             In other words, when the speaker

"outlines the facts available to him, thus making it clear that

the challenged statements represent his own interpretation of

those    facts     and   leaving    the   reader   free   to   draw    his   own

conclusions, those statements are generally protected by the First

Amendment."        Riley v. Harr, 292 F.3d 282, 289 (1st Cir. 2002)

(quoting Partington v. Bugliosi, 56 F.3d 1147, 1156-57 (9th Cir.

1995)).     "[E]ven a provably false statement is not actionable if

'it is plain that the speaker is expressing a subjective view . . .

rather than claiming to be in possession of objectively verifiable

facts.'"    Id. (quoting Gray v. St. Martin's Press, Inc., 221 F.3d

243, 248 (1st Cir. 2000)).


                                      - 9 -
             Second, if the plaintiff is either a public official or

a public figure, he or she may not recover damages for a defamatory

statement unless he or she can prove that the statement was made

with "'actual malice' –- that is, with knowledge that it was false

or with reckless disregard of whether it was false or not."

N.Y. Times Co. v. Sullivan, 376 U.S. 254, 279-80 (1964).            Public-

figure status can arise in one of two ways.        An individual becomes

a "general-purpose" public figure if he "achieve[s] such pervasive

fame or notoriety that he becomes a public figure for all purposes

and in all contexts."        Gertz, 418 U.S. at 351; Lluberes v. Uncommon

Prods., LLC, 663 F.3d 6, 13 (1st Cir. 2011).            Alternatively, an

individual     becomes   a    "limited-purpose"   public   figure    if   he

"voluntarily injects himself or is drawn into a particular public

controversy and thereby becomes a public figure for a limited range

of issues," the scope of which is determined by the "nature and

extent of [his] participation in the particular controversy giving

rise to the defamation."        Gertz, 418 U.S. at 351-52; Lluberes, 663

F.3d at 13.       Either way, a public-figure plaintiff bears the

"heavy, and often insurmountable" burden of proving that the

defendant acted with "actual malice."         Lluberes, 663 F.3d at 14.

             McKee argues that the district court erred when it found

her to be a limited-purpose public figure with respect to "the

public   controversy     over    [Cosby's]   alleged   sexual   assault   of




                                    - 10 -
[McKee] and others."      McKee, 236 F. Supp. 3d at 453 n.25.        There

was no error.

           The critical questions for limited-purpose public figure

status are whether a matter of "public controversy" existed prior

to the alleged defamation, and whether the defamed individual

deliberately    "thrust     [herself]   into    the   vortex"   of    that

controversy or otherwise "engage[d] the public's attention in an

attempt to influence its outcome."        Gertz, 418 U.S. at 351-52; see

also Bruno & Stillman, Inc. v. Globe Newspaper Co., 633 F.3d 583,

590-91 (1st Cir. 1980).      While ascertaining public-figure status

may   in   some     cases    require    a    "detailed   fact-sensitive

determination," Penobscot Indian Nation v. Key Bank, 112 F.3d 538,

561 (1st Cir. 1997), the matter is resolved as a question of law,

Pendleton v. City of Haverhill, 156 F.3d 57, 68 (1st Cir. 1998),

and when possible, it is "perfectly reasonable to . . . decide

whether a plaintiff is a . . . public figure during pretrial

proceedings."     Mandel v. Bos. Phx., Inc., 456 F.3d 198, 204 (1st

Cir. 2006).

           In our case, the web of sexual assault allegations

implicating Cosby, an internationally renowned comedian commonly

referred to as "America's Dad," constitutes a public controversy.

McKee portrays her dispute with Cosby as a self-contained, private

dispute -- "purely a matter of private concern" -- and argues that

"Cosby's alleged criminal behavior has not become a matter of


                                 - 11 -
'public controversy.'"        Cf. Time, Inc. v. Firestone, 424 U.S. 448,

454 (1976) (finding private high-society divorce proceeding was

not a "public controversy" despite being a "cause célèbre" in the

media).    However, the context in which McKee decided to reveal her

rape to the press in December 2014, following decades of silence,

belies this narrative: McKee came forward after more than twenty

other     women     had   levelled   highly   publicized   sexual   assault

accusations against Cosby, who in response allegedly hired a team

of lawyers and investigators "to discredit them, to intimidate

them, and to intimidate any future would-be accusers."

             By purposefully disclosing to the public her own rape

accusation against Cosby via an interview with a reporter, McKee

"thrust" herself to the "forefront" of this controversy, seeking

to "influence its outcome."           Gertz, 418 U.S. at 345; see also

Street v. Nat'l Broad. Co., 645 F.2d 1227, 1235 (6th Cir. 1981),

cert. granted, 454 U.S. 815 (1981), and cert. dismissed, 454 U.S.

1095 (1981) (sexual assault plaintiff who "gave press interviews

and aggressively promoted her version of the case outside of her

actual courtroom testimony" was a public figure because she "had

effective access to the media and encouraged public interest in

herself").        McKee points out that "[a] private individual is not

automatically transformed into a public figure just by becoming

involved in or associated with a matter that attracts public

attention."       Wolston v. Reader's Digest Ass'n, 443 U.S. 157, 167


                                     - 12 -
(1979).   But in stark contrast to the plaintiff in Wolston, who

was "dragged unwillingly into the controversy," id. at 166, and

"never discussed th[e] matter with the press," id. at 167, McKee

deliberately came forward and accused Cosby of rape in an interview

with a reporter, thereby engaging the public's attention and

"invit[ing]     public   scrutiny"    of    the    credibility    of     her

allegations.     Pendleton, 156 F.3d at 69.        In other words, McKee

took concerted steps meant to influence the public's perception of

whether Cosby was, in fact, a sexual predator.        For these reasons,

we hold as a matter of law that McKee is a limited-purpose public

figure.   As a result, to the extent any statements made in the

Singer Letter meet the tests for falsity and for defamation, McKee

bears the burden of plausibly alleging that Cosby made such

statements    with   either   "knowledge"   that   they   were   false    or

"reckless disregard" for their truth or falsity.           Sullivan, 376

U.S. at 279-80.

C.   Analysis

             We apply the above rules to the pleading here.      We focus

first on the message of the Singer Letter as a whole, before

considering individual statements McKee has challenged.                From

McKee's perspective, Singer, acting on Cosby's behalf, crafted the

Letter to "communicate to the world the defamatory message that

Ms. McKee is a liar with regard to the Cosby rape allegation"; the

Letter's "sting" is that "McKee's rape allegation is false."


                                 - 13 -
According to Cosby, the Letter focused instead "on the conduct of

the Daily News, not McKee," and was meant to "criticize[] the media

generally     and    the     Daily    News     specifically"    for    their     low

journalistic standards and failure to properly vet their sources.

It is fair to say the Letter does both.               It "raises doubts as to

[McKee's] credibility and castigates the Daily News" for failing

to acknowledge readily available evidence that undermined McKee's

reliability.        McKee, 236 F. Supp. 3d at 443.

             It is manifest from the face of the Singer Letter that

its purpose is to undermine McKee's credibility, not merely to

lambast the Daily News.         The Letter is replete with assertions and

innuendo leading to the conclusion that McKee is not credible: "To

say   that   Ms.     McKee    is     not   a   reliable   source      is    a   gross

understatement"; "The glaring inconsistently [sic] . . . was alone

a basis to question [McKee's] veracity and render her an unreliable

source"; "Ms. McKee has admitted, 'I had to do a lot of lying.'"

General statements about a person's credibility may well be a

matter of opinion that is not capable of being "objectively

verified or disproven."         McKee, 236 F. Supp. 3d at 440.             Assessing

credibility requires "a quintessential 'expression[] of personal

judgment'" that is "subjective in character."                  Piccone, 785 F.3d

at 772 (quoting Gray v. St. Martin's Press, Inc., 221 F.3d 243,

248 (1st Cir. 2000)).




                                       - 14 -
             With that being said, the Singer Letter does more than

merely attack McKee's credibility generally.               The Letter implies

that McKee's allegations of rape are not credible.                 Referring to

the Daily News article containing "McKee's . . . allegations . . .

accusing [Cosby] of rape," the Letter asserts that McKee's "story

lacks credibility," that her "never-before-heard tale . . . is

completely contradicted by her own prior published statements,"

and   that     "[a]mple     published     information      . . .     completely

undermines [her] story."          In addition, the bulk of the factual

information and quotations highlighted in the Letter relate to the

nature of McKee's relationship with Cosby and the plausibility of

the   rape     allegation,    rather      than   McKee's    alleged     general

propensity to lie.         All in all, the Letter says not only that

McKee lacks credibility, but also that her rape "tale" is not

credible.

             Nevertheless, even if we treat the Singer Letter as

asserting both that McKee lacks credibility and that McKee's rape

allegations are not truthful, Singer adequately disclosed the non-

defamatory facts underlying these assertions, thereby immunizing

them from defamation liability.            See McKee, 236 F. Supp. 3d at

440; see also Hill, 665 F. App'x at 175 ("[E]ven if Singer's

Statement does imply Ms. Hill is a liar, it is still not actionable

because   it    includes    the   facts    supporting   that    implication."

(alteration in original)).        The Letter is "heavily footnoted with


                                    - 15 -
citations to articles and other sources," "detail[ing] extensive

underlying facts" as support for the author's assertions as to

McKee's lack of credibility.       McKee, 236 F. Supp. 3d at 440, 442.

Whether   we   deem    these   underlying   facts   to   be   probative   is

immaterial, so long as the facts presented for the readers'

consideration are not both false and defamatory.               See Yohe v.

Nugent, 321 F.3d 35, 42 (1st Cir. 2003).

             McKee posits that a reader would infer that Singer was

basing his assertions about McKee's credibility on knowledge of

undisclosed facts.      Nothing in the Singer Letter warrants such an

inference.      To the contrary, the Letter details upfront, in

multiple bullet points footnoted with citations and hyperlinks to

the   underlying      sources,   the   "published    information"    that,

according to the view expressed in the Letter, undermines the

credibility of McKee's allegations.         As the Letter is "based on

facts accessible to everyone," a reasonable reader would not

understand Singer "to be suggesting that he was singularly capable

of evaluating" McKee's credibility based on undisclosed evidence.

Phantom Touring, 953 F.2d at 730-31.        Rather, the reader can "draw

[his] own conclusions" from the information provided.           Id. at 731.

McKee argues that the Letter should have provided a more "balanced

two-sided story," as the defendant had arguably done in Phantom

Touring, but there is no such requirement in the law.




                                  - 16 -
           We turn to McKee's individual counts of defamation.            The

bulk of the statements McKee challenges as defamatory declare that

McKee generally, and her rape allegations in particular, lack

credibility.     Our analysis thus far forecloses these claims.

           However, McKee also makes a different claim -- that the

Singer Letter attributes statements to her that she says she did

not make and that portray her in a bad light.          In a few instances,

McKee   claims     that     the   Letter    deliberately     misquotes     or

misconstrues her, with defamatory effect.             Most serious is her

argument that the Letter asserts that "Ms. McKee has admitted, 'I

had to do a lot of lying' and 'lies landed her a job' as a Vegas

showgirl," citing an article published by C&G Newspapers in 2010.

McKee denies she ever made the statement attributed to her and

alleges that the Letter quotes the C&G article "out of context" in

order to falsely portray McKee as a "liar for pecuniary gain."

She emphasizes that the C&G article was actually "referring to the

fact that she was forced to conceal her mixed-race parentage in

order to 'pass' for white in order to be a showgirl in the racist

and   segregationist      atmosphere   of   1960's   Las   Vegas."     Singer

admittedly does not include this important contextual information

in the Letter itself, but the quotations, themselves accurate, are

immediately followed by a hyperlink to the source article, allowing

readers to put McKee's statements into proper context.               On these




                                   - 17 -
facts, we cannot conclude that Singer knowingly or recklessly

published a falsehood.

            In other instances, McKee claims that the Singer Letter

mischaracterizes actions she took or statements she made, but does

not contend that she never took the actions or made the statements.

For example, she challenges the statement that she "liked" one of

Cosby's comedy videos online and "posted a fond message" without

denying that she actually "liked" the video or posted the message.

Singer's "subjective characterizations" of otherwise accurately

reported actions or statements are not capable of being proven

true or false.    McKee, 236 F. Supp. 3d at 447, 453.

            In yet other instances, McKee claims that the Singer

Letter misleadingly uses statements to imply that she was an

unchaste woman.    For example, the Letter quotes McKee as having

said that "it was very common to be in and out of affairs," and

her sister as having said that McKee was "always wild" and "always

doing inappropriate things."         The Letter provides links to the

articles from which these quotes are drawn, enabling readers to

examine the sources for themselves and consider the comments in

context.    These statements are not actionable.

            Lastly, McKee claims that the Singer Letter deliberately

(and falsely) implies that she has a criminal record.                  After

detailing    evidence    "ignored"    by   the   Daily       News   allegedly

demonstrating    that   McKee's   allegations    are   not    credible,   the


                                  - 18 -
Letter states that "the Daily News is not alone" in its failure to

apply "credibility threshold[s]."           The Letter goes on to bemoan

how "[t]he media has consistently refused to look into or publish

information about various women whose stories are contradicted by

their own conduct or statements," and has thereby "routinely

ignored   relevant     information     including:      .     .   .     [c]riminal

backgrounds of various accusers, . . . [i]nformation from third

party sources disputing the credibility of sources . . . [and]

[i]ndependent    evidence    proving     accusations       impossible."        The

Letter adds that "the media's approach is to publish virtually any

tale 'no questions asked' told by anyone willing to vouch for it,

without questioning their motivations, their pasts, or even the

criminal records of some accusers."

             It is clear from the language and context of these

statements     that   they   are   not    about   McKee.             Rather   than

specifically criticize the Daily News for its publication of

McKee's story, they express generalized grievances about the media

as a whole for publishing allegations by other women against Cosby.

The Singer Letter refers to "various women" whose accusations are

contradicted by various types of information, and mentions that a

subset of those women -- "some accusers" -- have criminal records.

It neither states nor implies that McKee herself has a criminal

record.   Because the challenged statements do not "concern" McKee,

they are not actionable.       See Curtis v. Evening News Ass'n, 352


                                   - 19 -
N.W.2d 355, 356 (Mich. Ct. App. 1984) (to succeed on claim for

defamation, plaintiff must prove statement is "concerning" him).

                                   III.

          For   the   foregoing    reasons,   we   affirm   the   district

court's order dismissing all counts of McKee's amended complaint.




                                  - 20 -
