371 U.S. 178 (1962)
Petitioner filed a complaint in the District Court alleging that, in exchange for petitioner’s promise to care for and support her mother, petitioner’s father had agreed not to make a will, thereby assuring petitioner of an intestate share of the father’s estate.1 It was further alleged that petitioner had fully performed her obligations under the oral agreement, but that contrary thereto the father had devised his property to respondent, his second wife and executrix.2 Petitioner sought recovery of what would have been her intestate share of the father’s estate.3
Respondent moved to dismiss the complaint on the ground that the oral agreement was unenforceable under the state statute of frauds.4 Accepting respondent’s contention, the District Court entered judgment on December 19, 1960, dismissing petitioner’s complaint for failure to state a claim upon which relief might be granted.5 On December 20, 1960, petitioner filed motions to vacate the judgment and to amend the complaint to assert a right of recovery in quantum meruit for performance of the obligations which were the consideration for the assertedly unenforceable oral contract.6
On January 17, 1961, petitioner filed a notice of appeal from the judgment of December 19, 1960.7 On January 23, 1961, the District Court denied petitioner’s motions to vacate the judgment and to amend the complaint.8 On January 26, 1961, petitioner filed a notice of appeal from denial of the motions.9
On appeal, the parties briefed and argued the merits of dismissal of the complaint and denial of petitioner’s motions by the District Court.10 The Court of Appeals of its own accord dismissed the appeal insofar as taken from the District Court judgment of December 19, 1960, and affirmed the orders of the District Court entered January 23, 1961.11 This Court granted certiorari.12
Whether the Court of Appeals erred in dismissing the appeal from the District Court's December 19, 1960 judgment?13
Yes. The two notices of appeal together with the appeal papers demonstrated petitioner’s intention to seek review of both the dismissal and the denial of the motions.17 Both parties briefed and argued the merits of the earlier judgment on appeal. Petitioner’s statement of points similarly demonstrated the intent to challenge the dismissal.18 The defect in the second notice of appeal did not mislead or prejudice the respondent.19
The Court of Appeals erred in dismissing the appeal from the District Court's December 19, 1960 judgment.20
Whether the Court of Appeals erred in affirming the District Court's denial of the motions to vacate the judgment and to amend the complaint?21
Rule 15(a) declares that leave to amend shall be freely given when justice so requires.22 If the underlying facts or circumstances relied upon by a plaintiff may be a proper subject of relief, he ought to be afforded an opportunity to test his claim on the merits.23 Outright refusal to grant the leave without any justifying reason appearing for the denial is not an exercise of discretion; it is merely abuse of that discretion and inconsistent with the spirit of the Federal Rules.24
Yes. As appears from the record, the amendment would have done no more than state an alternative theory for recovery.25 In the absence of any apparent or declared reason such as undue delay, bad faith or dilatory motive on the part of the movant, repeated failure to cure deficiencies by amendments previously allowed, undue prejudice to the opposing party by virtue of allowance of the amendment, or futility of amendment, the leave sought should be freely given.26
The Court of Appeals erred in affirming the District Court's denial of the motions to vacate the judgment and to amend the complaint.27