Hoffman v. Inova Health Care Services - Employment Discrimination

PUBLISHED UNITED STATES COURT OF AP PEALS FOR THE FOURTH CIRCUIT No. 24- 1510 KELLY M. HOFFM AN, Plaintiff – Appellant, v. INOVA HE AL T H CARE SE RVICES; NO RTH AMERI CAN PARTNERS I N ANESTHESI A (VIRGIN I A) LLC, De fendants – Appellees. No. 24- 1518 LORRAINE BIONDI AU STIN, Plaintiff – Appellant, v. INOVA HE ALTH CARE SE RVICES, De fendant – Appellee. Appeal s from the United States District Cou rt for the East ern District of Virginia, at Alexandria. Michael Stefan Nachmanoff, District Jud ge. (1:23- cv -0 1696 -MSN- IDD; 1:23 - cv - 01698 - MS N - JFA) Argued: September 12, 202 5 D ecided: March 3, 2026

2 Before KING, RUSHING, and BEN JAMIN, Circuit Judges. A ffirmed b y publishe d opinion. Judge Rus hing wrot e the opinio n, in which Judge King and Judge Benjamin joined. ARGUED: Timothy Bosson, BOSSON LEGAL GROUP, Fairfax, Virginia, for Appellant s. Nancy North Delogu, L ITTLER MENDELSON, P.C., Washington, D.C.; Scott Andrew Siegner, OGLETREE DEAKINS, R ichmond, Virginia, for Appellees. ON BRIEF: Isaiah R. Kalinowski, Arie M. Jo nes, BOSSON LEGAL GROUP, Fairfax, Virginia, for Appellant s. W. Ryan Waddell, OGLETREE DEAKINS, Richmond, Virginia, for Appellee North American Partners in Anesthesia (Virginia), LLC. Alexander P. Berg, Lauren M. Bridenbaugh, L ITTLER MENDELSON, P.C., Tysons Corner, Virginia, for Appellee Inova Health Care Services.

3 RUSHING, Circuit Judge: Inova Health Care Services susp ended clinical privileges at its m edical facilities fo r Plaintiffs Kelly Hoffman and Lo rraine Austin a fter they refused C ovid - 19 vaccinations. North American Partners in Anesthesio logy (NAPA) subsequently terminated Plaintiffs’ employment. In sep arate complaints, Hoffman and A ustin both sued Inova for discrimination, and Hoffma n also sued NA PA. The district court dismissed both complaints for failure to state a claim, finding that neith er Plaintiff plausibly allege d Inova w as he r employer and that Hoffman did not exhaust the administrative pro cess before suing NAPA. Considering these two cases together, we affirm in full. I. Plaintiffs Hoffman and Austin are Certified Registered Nurse Anesth etists (CRNAs) w ho were employed by American Anesthesiology of Virgin ia, a subsidiary of NAPA. American Anesthesio logy contracted exclusively with Inova facilities, while NAPA maintained contractual arran gements with other medical facilities beyond Inova. By contract, American Anesthesiolog y had the sole and exclusive right to provide anesthesia services at Inova Lo udoun Hospital and Inova Loudoun Ambulatory Su rgery Center. Consistent with that arrangement, American Anesthesiology supplied the physicians and CRNAs to perform anesthesia services at both facilities. Du ring their employment with American Anesthesiology, Hoffman and Austin worked exclusively at these Inova facilities — Hoffman for five years an d Austin for twenty. In 2022, Inova de nied P laintiffs’ requests for exemptions from its Covid - 19 vaccin ation policy. After Plaintiffs refused to be vaccinated, In ova suspended their clinical

4 privileges effective August 1. Approximately two months later, NAPA terminated their employment. Austin sue d Inova, alleging it violated T itle VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq., and the Virginia Human Rights Act (VHRA), Va. Code § 2.2 - 3900 et seq. Separately, Hoffman sued Inov a and NAPA, asserting claims u nder Title VII, the Americans with Disabilities Act (ADA), 42 U.S.C. § 12101 et seq., and the VHRA. Both Plaintiffs alleged that Inova was their joint employer with NAPA. Both NAPA and Inova moved to dismiss the complaints. After a hearing, the district court granted the motions to dismiss. The court dismissed Hoffman’s claims against NAPA because her charge of discrimination with the Equal Empl oyment O pportuni ty Comm ission (EEOC) did n ot name NA PA but onl y Inova. As a result, the court concluded, Hoffman had failed to exhaust the administrative process with respect to her claims against NAPA. As for Inova, th e court found Plaintiffs’ allegations insufficient to allege it was their empl oyer, as was necessary for liability u nder each s tatutory scheme on w hich Plaintiffs relied. Bu t the court granted Plaintiffs ’ requests for the opportunity to amend their complaints regarding Inova. After Plaintiffs filed amended complaints, In ova again moved to dismiss and t he district court dismissed both complaints with prejudice. Applying the facto rs from this Court’s decision in Bu tler v. Drive Automotive Industries of America, Inc., 7 93 F.3d 404 (4th Cir. 2015), the district court concluded that Plaintiffs again had not plausibly alleged th at Inova was their employer for purposes of Title VII, the AD A, or the VHRA. Plaintiffs each appealed, and we con solidated their cases for oral argument.

5 II. We review de novo a decision to grant a motion to dismiss. B ing v. Brivo Sys., LLC, 959 F.3d 605, 615 –6 16 (4th Cir. 2020). “ When doing so, we ‘ accept the factual allegations of the complaint as true and construe them in the light most favorable to the nonmoving party. ’” C order v. Antero Re s. Cor p., 57 F.4t h 384, 4 01 (4th Ci r. 2023) (quotin g Rockville Cars, LLC v. City of Rockville, 891 F.3 d 141, 1 45 (4th C ir. 2018)). “ To surviv e a moti on to dismiss, a complaint must contain sufficient facts t o ‘ state a claim to relief that is plausible on its face. ’ ” Id. (quoti ng Ashcroft v. I qbal, 55 6 U.S. 662, 678 (2009)). Mere “labels and conclusions ... will not do.” Iqbal, 556 U.S. at 678 (internal quotation marks omitted). III. We begin with whether P laintiffs plausibly alleged that Inov a was their employer. Title VII, the ADA, and the VHR A prohibit covered employers from engaging in certain types of discrimination. S ee 42 U.S.C. §§ 2000e - 2(a), 12111(2), 12112(a); Va. Code § 2.2 - 3905(B)(1). It is undisputed that NAPA, not Inov a, formally employed Plaintiffs. But “multiple entities may simultaneou sly be considered” an individual’s employer for purposes of Title VII under the “joint employment doctrine” adopted by this Court. Bu tler, 793 F.3d at 410. That doctrine focuses o n “the substance of the employment relationship” to “prevent [] those who effectively employ a worker from evading liability by hiding behind another entity, such as a staffin g agency.” Id. (internal quotation marks omitted).

6 This Court uses a nine - factor test to determine “which entities actually ex ercise control over an employee ” su ch that they can rightly be considered an employer under T itle VII. Id. at 409. Those factors are: (1) authority to hire and fire the ind ividual; (2) day - to - day supervision of the individual, including employee discipline; (3) whether the putative employer furnish es the equipment used and the place of work; (4) possession o f and responsibility over the indiv idual ’ s employment records, including payroll, insu rance, and taxes; (5) the length of time during which the individual has worked for the putative employer; (6) whether the putative employer provid es the individual with formal or informal training; (7) whether the individual ’ s duties are ak in to a regular employee ’ s duties; (8) whether the individual is assigned solely to the putative employer; and (9) whether the individual and putative employer intended to enter into an employment relationship. Id. at 414. T he first three factors “ are the mo st important.” Id. However, “ ‘ no one factor is determinative, ’ ” and “courts can modify the factors to the specific industry context.” Id. at 414 – 415 (quotin g Cilecek v. Inova Health Sys. Servs., 115 F.3d 256, 260 (4th C ir. 1997)).

7 Our “principal guidepost” in the jo int employer analysis is “th e common - law element of control.” 1 Id. at 414 (internal quotation marks omitted). Considering these factors, we agree with the district court that P laintiffs have not plausibly allege d that Inova was their emp loyer. First and sign ificantly, Plaintiffs have no t plausibly alleged that Inova had the “authority to hire and fire” them. Id. Hoffman alleges she “was hired by American Anesthesiology,” which “has since been purchased by NAPA.” H offman J.A. 202. Austin likewise alleges she was hired “by Loudoun Anesthesia Associate s, which was acquired by American Anesthesiology,” which was then acquired by NAPA. A ustin J.A. 145 – 146. Neither alleges that Inova had the power to hire them or was involved in their hiring. As for the authority to fire, Hoffma n alleges that her employment con tract with American Anesthesiology “provided that she wou ld be terminated for cause if Inova demanded that she be removed from providing services at its facil ity.” H offman J.A. 202. The contract actual ly s tates that such a demand by a fa cility provides “ [c] ause ” for termination, as determined by American Anesthesiology “in its sole discretion.” 2 H offman J.A. 6 0. In 1 T he ADA and the VHRA use definition s of “employer” analogous to that in Title VII. See 42 U.S.C. §§ 2000e(b), 12111(5); Va. Code § 2.2 - 3905(A). The par ties do not contest the district court’s decision to apply the same joint employment doctrine from Title VII to those statutes as well. Cf. Cla ckamas Gastroenterology Assocs., P.C. v. Wells, 538 U.S. 440, 448 (2003) (cal ling “the common - law element of control” the “princip al guidepos t” for determining whether certain individuals were “employees” und er the ADA); Smith v. CSRA, 12 F.4t h 396, 4 14 (4th Cir. 20 21) (appl ying the Butler factors to an ADA claim). 2 W e can consider the contract at this early stag e of the proceedings because it is integral to Hoffman’s complaint and its authenticity is undisputed. See Goines v. Valley Cmty. Servs. Bd., 822 F.3d 159, 166 (4th Cir. 2016).

8 other words, Inova’s decision denying Hoffman access to its facilities gave NAPA a contractual basis to fire her if NAPA, in its discretion, chose to do so. Th e authority lay with NAPA, not Inova. Austin, for her p art, does not allege that Inova influenced NAPA’s decision to fire her or that it had an y authority to do so. Plaintiffs attempt to analogize their allegations to the facts of Butler, but the comparison is inapt. In Butler, the putative employer “direct [ed]” t he staffing agency to replace the plaintiff, and the staffing agen cy then fired her. 793 F.3 d at 415. A man ager for the staffing agency testified th at he could not recall an instance when the staffin g agency failed to terminate an employe e upon a req uest from the putative employer. Id. Here, by contrast, Plaintiffs do no t allege that Inova directed NAPA to fire them or had the authority to do so. Rather, as Hoffman alleges, she lo st h er clinical privileges at Inova and months later NAPA terminated her employment. Plaintiffs suggest that th eir employment was contingent on access to Inova’s facilities because American Anesthesiology contracts exclusively with Inova. But in their complaints Plaintiffs admit they were NAPA employees, and t hey do not alleg e that NAPA contracted exclusively w ith Inova facilities. 3 Second, regarding day - to - day supervi sion, Plaintiffs say little. Each Plaintiff alleges that Inova “exercised ov ersight over” her work and “exercised contro l over [her] delivery of her professional services.” H o ffman J.A. 203; A ustin J.A. 146. Their complain ts, however, leave these “naked assertions” largely w ithout “further factual enhancement.” 3 I n their briefs on appeal, Plaintiffs indicate that, after Inov a suspended their privileges, NAPA “presumably con sidered other jobs” for them before ultimately terminating their employment. Hoffman Reply Br. 8; Austin Reply Br. 7.

9 Iqbal, 556 U.S. at 678 (internal quo tation marks and brackets omitted). Plaintiffs’ complaints do not identify any individual who supervised their work, either by n ame or title, even though Virginia law requires CRNAs to practice under the supervision of a licensed doctor. See Va. Code § 54.1 - 2957(C). Plaintiffs d o not identify any individual in their chain of command. We note, however, that the right to perform anesthesia services at these Inova facilities belonged solely and exclusively to physician s and CRNAs employed by American Anesthesiolog y. 4 The only example Plaintiffs offer regarding Inova’s purported control over their work is that “Inova maintained control over whether [a] med ication could be approved for [a] patient; Inova could d eny use of a particular medication, or could set a policy for the conditio ns under whi ch the me dicati on could or coul d not be use d.” H offman J.A. 203; A ustin J.A. 146. We have recognized, however, that a measure of control over “medical services rendered at hospitals” is not “a reliable indicator” of an employer - employee relationship, because a “hospital must assert a degree of ... control over every [medical provider’s] work — whether an employee, an indep endent contractor, or a [provider] merely with privileges — to discharge its own pro fessional responsibility to patients.” Cilecek, 115 F.3d at 260, 262. For that reason, Inova’s general authority over which medications CRNAs may dispense to patients in Inova facilities does not advan ce the plausibility of an employment relationship between Plaintiffs and Inova. 4 Plaintiffs object to the Court considering the co ntract between Inov a and American Anesthesi ology because the version Inova produced in the district court is heavily redacted. Like the district court, we conclude we can consider the contract because it is integral to the complaint s and its authenticity is undispu ted. See Goines, 822 F.3d at 166.

10 Pl aintiffs also offer one example of Inova alleged ly exercising authority over t heir work schedule. By contract, the responsibility fo r scheduling physicians an d CRNAs to provide anesthesi a services at the In ova facilities lay with American Anesthesiology, and it was obligated to notify Inova of an y changes to the schedule. In their complaints, Hoffman and Austin make identical allegations about an incide nt “when som ething troubling happened” while they were on d uty in 2022 and “certain Inova staff offered ” that Hoffman and Austin could “take the remainder of th e day off” but “other Inova staff later disciplined” them for d oing so. H offman J.A. 203; see A ustin J.A. 146 – 147. Accepting the truth of this allegation, one instance of an Inova employee, apparently erroneously, telling Hoffman and Austin th ey could leave work early does not raise a reasonable inference that Inova exercised daily supervision over them, especially in view of the dearth of factual allegations pertinent to “day - to - day, practical co n trol of the employee[s]. ” Butler, 793 F.3d at 4 14; see Iqbal, 556 U.S. at 678 (describ ing facial plausibility). Third, “whether the putative employer furnishes the equipment used and th e place of work” is not probative of an employer - employee relationship in this context. Butler, 793 F.3d at 414; see Cil e cek, 115 F.3d at 262 (“ Similarly, that Cilecek used in struments of the hospital emergency room that were supplied by the hospital is also inherent in the provision of emergency m edical services and likewise is not a reliable indicator of employee status.”). As CRNAs providing anesthesia services to patients at an Inova hospital or surgery center, Plaintiffs wo rked at Inova facilities and used In ova equipment. But in the healthcare context, the use of h ospital equipment and facilities is stan dard practice “in almost every case,” wheth er the healthcare provider is an emplo yee of the

11 hospital or not. Cilecek, 115 F.3d at 262. Such use is therefore not a reliable indicator of joint employment. 5 See id.; Butler, 793 F.3d at 415 (emphasizing that “the consideration of factors must relate to th e particular relationship under consid eration” (internal quotation marks omitted)). Fourth, neither Plaintiff alleges that Inova had “possession of and responsibility over [their] employment records, includ ing payroll, insurance, and taxes.” Butler, 793 F.3d at 414. T hey allege that Inova possesse d records about th eir licensure, credentialing, and vaccination status, but that information is relevant to ensuring appropriate patient care and is not indicative of an employment relationship. Fifth, Hoffman and Austin allege they worked at Inova facilities — and, p ertinent to the eighth factor, solely at Inova facilities — for five years and twenty years, respectively. While relevant, these allegations communicate little, if anyth ing, about whether Inova “actually exercise[d]” “significant control” over Plaintiffs while they were NAPA employees. Butler, 793 F.3d at 409, 410 (internal quotation marks omitted). Sixth, regarding “formal or informal train ing,” id. at 414, Plaintiffs allege that Inov a provided training about its charting system and equipment, workplace harassment, and patient privacy law and also debriefed staff after negative patient outcom es. As the district 5 P lain tiffs rely on Crum p v. TCoomb s & Assocs., LLC, No. 2:13 - CV - 707, 2015 WL 5601885 (E.D. Va. Sept. 22, 201 5). In that case, the district court fou nd that the Navy jointly employed a physician assistant where the Navy reviewed her application, interviewed her, exercised day - to - day supe rvision over her i n the same m anner as government personnel, ass igned her the same du ties as government personnel, and possessed unilateral authority to transfer her to any Navy medical facility within a fifty - mile radius. Id. at *19, *20, *23. Plaintiffs have not alleged similar facts here, mak ing Crump inapposite.

12 court observed, and Plaintiffs do n ot address on appeal, “these training s largely encompass those Inova is obligated to provide under federal law o r to ensure an app ropriate standard of patient care” vis -à- vis all personnel treating patients at their facilities, re gardless of employment status. Austin v. Inova H ealth Care Servs., No. 1:23 - CV - 1698 (MSN/JFA), 2024 WL 2871395, at *4 (E.D. Va. May 7, 202 4). Neither Plaintiff alleges that Inova trained them in providing anesthesia services, which wa s their uni que responsibility as CRNAs, distinct from Inova’s employees. S eventh, Hoffm an and A ustin ha ve not pl ausibl y alleged that their duties as CRNAs were “akin to a regular employ ee’s duties.” Butler, 793 F.3d at 414. E ach Plaintiff alleges that “much of her work was focused on tasks that were specific to providing an esthesia,” a job that regular Inova employees d id not perform and that was reserved exclusively for American Anesthesiology employees. H offman J.A. 204; A ustin J.A. 148. P laintiffs allege they also perfo rmed “generalized patient care tasks that were commonl y performed by Inova staff nurses,” such as “ placing an IV line ” or “ repositioni ng a patient for their comfort. ” H offman J.A. 204; A ustin J.A. 1 48. But n othing suggests that P laintiffs performed these patient care tasks o utside their specialized role as CRNAs. Last ly, P laintiffs do not allege that they subjectively “intended to enter in to an employment relationship” with Ino va. Butler, 793 F.3d at 414 & n.12. Rather, their complaints acknowledge that, “at all relevant times,” they were NAPA employees who were credentialed to work in Inova facilities. Hoffman J.A. 202; Austin J.A. 1 46.

13 Considering all nine Butler factors to gether, we agree with the district court that Hoffman and Austin have no t plausibly alleged Inova was their employer. 6 Ev en accepting the complaints’ factual allegations as true and drawing all reasonable inferences in Plaintiffs’ favor, Inova did no t have authority to hire and fire Plaintiffs, did not exercise day - to - day superv ision over them, and was not responsible fo r their employment records. A s CRNAs, Plaintiffs’ duties were no t akin to those of regular Inova employees. Wh ile Inova furnished equipment, facilities, an d some necessary trainin g, those facts do not distinguish employees from n on - employees in the setting of a hospital or surgical center. And although Plaintiffs worked for years exclu sively at Inova facilities, they did not subjectively intend to enter an emp loyment relationship with Inova but instead knew that NAPA was their employer. Despite an opportun ity to replead after guidance from the district court, Plaintiffs have no t nudged their claims of joint employment “across the lin e from conceivable to plausible.” Iqbal, 556 U.S. at 680 (internal quotation marks omitted). IV. We turn next to Hoffman’s claim s ag ainst NAPA, which the district court dismissed for failure to exhaust administrative remedies. B efore pursuing a laws uit under Title VII or the ADA, a plaintiff must exhaust h er admin istrative remedies by filing a charge with the EEOC. 42 U.S.C. § § 2000e - 5(b), (f), 12117(a); see Walton v. Harker, 33 F.4t h 165, 172 (4th Cir. 2022); Sydnor v. Fairfax Cnty., 681 F.3d 591, 593 (4th Cir. 2012). 6 At oral argument, Plaintiffs for the first time relied on Sibley Memorial Hospital v. Wilson, 488 F.2d 1338 (D.C. Cir. 1973). That reliance is misplaced. Sibley presented materially different factual circumstances, and the court did not undertake the nine - factor joint employment analysis applicable in th is Circuit. See Butler, 793 F.3d at 4 14.

14 “[R]equiring a party to file a cha rge with the EEOC ensures that th e employer is put on notice of the alleged vio lations” and gives the EEOC “the first crack” at resolving employment discrimination disputes. Syd nor, 681 F.3d at 593 (internal quotation mark s omitted). Accordingly, “[a] plain tiff’s EEOC charge defines the sco pe of her subsequent right to institute a civil suit,” and “[t]h e allegations contained in the administrative ch arge of discrimination g enerally limit the scope of any subsequent judicial comp laint.” Walton, 33 F.4th at 172 (internal quotation mark s omitted). The VHRA imposes its own exhaustion requirements that similarly involve first filing a charge and u ltimately receiving notice from the state agency o f one’s right to file a civil suit. See Va. Code §§ 2.2 - 3907(A), (B), 2.2 -39 08(A). In her original complaint, Hoffman alleged that she had exhausted the relevant administrative procedures because (1) she filed a discrimination claim with the EEOC on July 13, 2022, which was cross - filed with the Virginia Office of Civil Rights (OCR), and (2) on November 21, 2023, the EEOC and the OCR issued right - to - sue no tice s to her. Hoffman’s July 13 EEOC charge identifies Inova as the only emp loyer who allegedly discriminated against her. It d oes not mention NAPA. Likewise, both right - to - sue notices were sent to Inova but not to NAPA. After NAPA moved to d ismiss the com plaint for failure to exhaust, Ho ffman asserted that she had submitted a letter to the EEOC on March 30, 2023, attempting to add a claim that NAPA also discriminated against her. In her letter, which Hoffman styled as an “Update and Amendment” to her original charge, Hoffman claimed that “NAPA engaged in discrimination against me along with the In ova Health System.” Ho ffman J.A.

15 154. Hoffman appended NAPA’s contact in formation to her letter and uploaded the letter to the EEOC’s online portal. Bu t Hoffman’s formal charge of discrimination w as never amended, and NAPA did not receive notice of an y charges against it before Hoffman filed suit. The district court correctly ruled that H offman failed to administratively exhaust her claims again NAPA. Hoffman’s EEOC charge of discrimination, which limits the scope of her federal claims, did not name NAPA. See Walton, 33 F.4th at 172. The letter Hoffman sent to the EEOC eight months after her initial charge did not result in an amended charge or notice to NAPA. As we reasoned in a similar case, “i t would be objectively illogical to view a priv ate letter from a com plaining party to the EEOC as con s tructively amending a formal charge, given that one of the purposes of requiring a party to file charges with the EEOC is to put the ch arged party on no tice of the claims raised against it.” Sloop v. Memorial Mission Hosp., Inc., 198 F.3d 14 7, 149 (4 th Cir. 1 999); see also Cowgill v. First Data Techs., Inc., 41 F.4th 370, 385 (4th Cir. 202 2) (relyi ng on Sloop to reject plaintiff’s claim that her discussion with an EEOC investigator expanded her EEOC charge). Hoffman emphasizes that her letter to the EEOC was a conspicuous effort to amend her charge to add a discrimin ation claim against NAPA and th at she used an approp riate channel for communicating with the agen cy. 7 Even so, we cannot read H offman’s private 7 Hoffman relies on Edelman v. Lynchburg Coll ege, 300 F.3d 400, 4 04 (4th Cir. 2002), where we held that the E EOC’s delay in assigning a number to a plaintiff’s charg e and forwarding it to the employer and the state agency did not prevent it from qualifying

16 letter to the EEOC “as part o f her formal discrimination ch arge without contravening [Title VII’s ] purposes ” to put employ ers “on notice [and] encourag [e] conciliation.” Ba las v. Huntington Ingalls Indus., Inc., 711 F.3d 401, 40 8 (4th Ci r. 2013); se e id. (“In determining what claims a plaintiff properly alleg ed before the EEOC, we may look on ly to the charge filed with that agency.”). Regarding her VHRA claim, Hoffman relies on the same letter to the EEOC, wh ich she says would have been cr oss - filed with the OCR. That argument fails for the reasons we have explained. In a footnote in her reply brief, Hoffman also states that she “filed an updated Complaint Questionnaire form w ith OCR on October 31, 20 22,” citin g to an unsigne d and undat ed docume nt. Hoffman Reply Br. 1 4 n.3. S he offers nothing further about the import of this filing, thereby w aiving any potential argument about this document multiple times over. See Short v. H artman, 87 F.4th 593, 6 15 (4th Ci r. 2023) (“‘ A party waives an argument by failing to p resent it in its opening brief or by failing to develop its argument — even if its brief takes a passing sho t at the issue. ’ ” (q uoting Grayson O C o. v. Agadir Int ’ l LLC, 856 F. 3d 307, 316 (4th C ir. 201 7)); see also Wahi v. Charleston Area Med. Ctr., Inc., 562 F.3d 59 9, 60 7 (4th Cir. 2009) (fin ding that claims asserte d in a single sentence in a footnote were waived on appeal). as a valid charge to which the subsequent formal charge could relate back for timeliness purposes. Edelman is of limited relevance here, as it did not invol v e amending a formal charge or lack of notice to an employer.

17 V. For the foregoing reasons, we affirm the district court’s dismissal of Ho ffman’s and Austin’s complaints in fu ll. AFFIRMED