HAMPSHIRE EQUITY PARTNERS II, L.P., Plaintiff-Appellant, v. TERADYNE, INC. and Teradyne Connection Systems Division, Defendants-Appellees, 159 F. App'x 317

SUMMARY ORDER Plaintiff-Appellant Hampshire Equity Partners II, L.P. (“Hampshire”) appeals the district court’s dismissal of its complaint against Defendants-Appellees Teradyne, Inc., and Teradyne Connection Systems Division (collectively “Teradyne”). Hampshire brought this action to recover $55 million in losses it claims it sustained as a result of its inopportune investment in Connector Services Corporation, a supplier of “out-source component manufacturing for electronic connector companies,” which filed for bankruptcy protection in September 2003.

Hampshire alleges that a Teradyne executive, Mark Emerson, provided it with intentionally misleading information in the course of Hampshire’s due diligence investigation. Based on this allegation, Hampshire asserts common law claims for, inter alia, fraud, intentional interference with economic opportunity, and negligent misrepresentation. The district court dismissed Hampshire’s complaint on the grounds that Hampshire had failed to plead its fraud claims with the particularity mandated by FedR.Civ.P. 9(b), and, in the alternative, that Hampshire had failed to state a cause of action under Fed. R.Civ.P. 12(b)(6).

We presume the parties’ familiarity with the facts, the procedural history, and the scope of the issues presented on appeal, which we reference only as necessary to explain our decision. We affirm the district court’s dismissal of Hampshire’s claims for failure to state a cause of action under Rule 12(b)(6), substantially for the reasons given below. The statements attributed to Emerson are largely “in the nature of opinion or puffery incapable of being proved true or false,” and accordingly cannot support a claim for fraud or negligent misrepresentation. See Bader v.

Siegel, 238 A.D.2d 272, 657 N.Y.S.2d 28, 29 (App. Div. 1st Dep’t 1997); Hydro Investors, Inc. v. Trafalgar Power, Inc., 227 F.3d 8, 20-21 (2d Cir.2000). To the extent that any of Emerson’s alleged misrepresentations are anything but inactionable promises, they are “so obviously unimportant to a reasonable investor that reasonable minds could not differ on the question of their importance.” Feinman v. Dean Witter Reynolds, Inc., 84 F.3d 539, 540-41 (2d Cir.1996) (internal quotation marks omitted).

Hampshire’s claim for intentional interference with economic opportunity is defective for the reason given by the district court. Because we agree with the district court that Hampshire fails to state a cause of action under Rule 12(b)(6), we do not reach the alternative basis that fraud was not pleaded with sufficient particularity to satisfy Rule 9(b). And because Hampshire has not suggested any amendments that would not be futile, we cannot say that the district court abused its discretion in denying leave to amend. See Ruffolo v.

Oppenheimer & Co., 987 F.2d 129, 131 (2d Cir.1993) (per curiam) (“Where it appears that granting leave to amend is unlikely to be productive, ... it is not an abuse of discretion to deny leave to amend.”). We have considered all of Hampshire’s arguments and find them to be without merit. The decision of the district court is therefore AFFIRMED.