[PUBLISH] In the United States Court of Appeals For the Eleventh Circuit

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No. 22-11951 ____________________

BETTY M. SMITH, as personal representative of the estate of Shirley T. Cox, JUDITH A. BALLEW, Attorney-in-Fact of John E. Ballew, MARK F. LAPP, as personal representative of the estate of Roger J. Lapp, Plaintiffs-Appellants, versus MARCUS & MILLICHAP, INCORPORATED,

Defendant, USCA11 Case: 22-11951 Document: 57-1 Date Filed: 06/28/2024 Page: 2 of 15

2 Opinion of the Court 22-11951

MICHAEL BOKOR,

Defendant-Appellee.

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Appeal from the United States District Court for the Middle District of Florida D.C. Docket No. 8:18-cv-00381-WFJ-AAS ____________________

Before BRANCH, LUCK, and TJOFLAT, Circuit Judges. TJOFLAT, Circuit Judge: This appeal arises from a putative class action filed on behalf of Florida skilled nursing facility residents and their estates seeking to recover nearly a billion dollars of payments. 1 The Residents al- leged that these facilities were improperly licensed under Florida law and therefore any services they rendered were “unbillable.” Rather than suing the facilities, the facilities’ owners, or the facili- ties’ license-holders, the Residents sued Michael Bokor—the pur- ported owner of the nursing facilities’ management company—and

1 For brevity we refer to putative class action members as “the Residents.”

The named plaintiff-appellants are: (1) Betty M. Smith, as personal representa- tive of the Estate of Shirley T. Cox; (2) Judith A. Ballew, attorney-in-fact of John E. Ballew; and (3) Mark F. Lapp, as personal representative of the Estate of Roger J. Lapp. Shirley T. Cox, John E. Ballew, and Roger J. Lapp were all short-term residents of the nursing homes. USCA11 Case: 22-11951 Document: 57-1 Date Filed: 06/28/2024 Page: 3 of 15

22-11951 Opinion of the Court 3

Marcus & Millichap, Inc.2 (MMI)—a marketing company—both of whom the Residents claim played a role in fraudulently obtaining the licenses. After adopting the Magistrate Judge’s Report and Recom- mendation (R&R), the District Court dismissed the Residents’ first amended complaint with prejudice. It also rejected the Residents’ objection to the Magistrate Judge’s order denying their motion for leave to file a second amended complaint. The Residents argue that the District Court erred. As to the dismissal of their first amended complaint, the Residents argue that the District Court misunderstood Bokor’s role and misinterpreted case law and stat- utory authority applicable to the case. As to their motion to amend, the Residents argue that the District Court abused its dis- cretion because their proposed amendments were not futile. After careful review, and with the benefit of oral argument, we conclude that the Residents waived several objections to the Magistrate Judge’s R&R, which the District Court adopted when granting Bokor’s motion to dismiss. Pa