                                                                           FILED
                           NOT FOR PUBLICATION                              JAN 13 2014

                                                                        MOLLY C. DWYER, CLERK
                    UNITED STATES COURT OF APPEALS                       U.S. COURT OF APPEALS



                            FOR THE NINTH CIRCUIT


SOLOMON KELLY; et al.,                           No. 12-55750

              Plaintiffs - Appellants,           D.C. No. 5:09-cv-01674-VAP-
                                                 DTB
  v.

BEAZER HOMES USA, INC.; et al.,                  MEMORANDUM*

              Defendants - Appellees.



REMEDIOS MARTINEZ, as an individual              No. 12-55751
and on behalf of all others similarly
situated,                                        D.C. No. 5:09-cv-01672-VAP-
                                                 DTB
              Plaintiff - Appellant,

  v.

D.R. HORTON, INC.,

              Defendant - Appellee.



GASPARE C. ONETO; et al.,                        No. 12-55752

              Plaintiffs - Appellants,           D.C. No. 5:09-cv-01670-VAP-


        *
             This disposition is not appropriate for publication and is not precedent
except as provided by 9th Cir. R. 36-3.
 v.                                           DTB

THE RYLAND GROUP, INC.; et al.,

             Defendants - Appellees.



MATTHEW NIELSON, as individual and            No. 12-55761
on behalf of all others similarly situated
and NICOLE NIELSON, as individual and         D.C. No. 5:09-cv-01673-VAP-
on behalf of all others similarly situated,   DTB

             Plaintiffs - Appellants,

 v.

SHEA HOMES INC. and J.F. SHEA CO.,
INC.,

             Defendants - Appellees.



JAMES F. DODARO, as an individual and         No. 12-55773
on behalf of all others similarly situated,
                                              D.C. No. 5:09-cv-01666-VAP-
             Plaintiff - Appellant,           DTB

 v.

STANDARD PACIFIC CORP., DBA
Standard Pacific Homes,

             Defendant - Appellee.




                                        2
EDILBERTO LUMALU, as individual               No. 12-55776
and on behalf of all others similarly
situated; et al.,                             D.C. No. 5:09-cv-01669-VAP-
                                              DTB
             Plaintiffs - Appellants,

 v.

RICHMOND AMERICAN HOMES
CORPORATION; et al.,

             Defendants - Appellees.



SYLVESTER MAYA, as individual and             No. 12-55778
on behalf of all others similarly situated
and OFER MASACHI, as individual and           D.C. No. 5:09-cv-01671-VAP-
on behalf of all others similarly situated,   DTB

             Plaintiffs - Appellants,

 v.

CENTEX CORPORATION; et al.,

             Defendants - Appellees.



STELLA STEPHENS, as an individual             No. 12-55779
and on behalf of all others similarly
situated and TIMOTHY YOUNG,                   D.C. No. 5:09-cv-01668-VAP-
                                              DTB
             Plaintiffs - Appellants,

 v.


                                          3
LENNAR CORPORATION and
LENNAR HOMES OF CALIFORNIA,
INC.,

              Defendants - Appellees.


                   Appeal from the United States District Court
                       for the Central District of California
                   Virginia A. Phillips, District Judge, Presiding

                       Argued and Submitted January 7, 2014
                               Pasadena, California

Before: W. FLETCHER, M. SMITH, and WATFORD, Circuit Judges.

      Plaintiffs-Appellants (Plaintiffs) purchased homes from Defendants-

Appellees (the Homebuilders). Plaintiffs appeal from the district court’s dismissal

of their Second Amended Complaints under Federal Rule of Civil Procedure

12(b)(6). Because the parties are familiar with the facts and procedural history of

these cases, we repeat only those facts necessary to resolve the issues raised on

appeal. We affirm.

      The district court properly dismissed Plaintiffs’ fraudulent concealment

claims because Plaintiffs fail to plead facts showing that the Homebuilders

breached a duty to disclose. See Hahn v. Mirda, 147 Cal. App. 4th 740, 748

(2007). While a seller’s duty to disclose may extend to known nuisances on

neighboring properties, see, e.g., Alexander v. McKnight, 7 Cal. App. 4th 973,

                                          4
977–78 (1992), California courts have never suggested that a seller must disclose

the financial condition of neighbors to a prospective buyer. As the district court

cogently observed, “an indebted neighbor” is not akin “to one who creates a

noxious nuisance on his or her property.”

      The district court also correctly dismissed Plaintiffs’ fraudulent

misrepresentation claims. The Homebuilders’ references to the “stable,”

“traditional,” and “family-based” character of their developments are too vague to

be actionable. See Glen Holly Entm’t Inc. v. Tektronix Inc., 343 F.3d 1000, 1015

(9th Cir. 2003). Further, Plaintiffs’ allegations show that the Homebuilders’ other

challenged “representations” were (1) promises from the Plaintiffs to the

Homebuilders; (2) qualified by express disclaimers; or (3) vague expressions of the

Homebuilders’ “desires.” And the underlying documents, which the district court

properly considered at the pleading stage, see Ecological Rights Found. v. Pac.

Gas & Elec. Co., 713 F.3d 502, 511 (9th Cir. 2013), show that Plaintiffs’ alleged

reliance was unjustifiable as a matter of law. See Alliance Mortg. Co. v. Rothwell,

900 P.2d 601, 609 (Cal. 1995).

      Because Plaintiffs fail to plead facts showing actionable misrepresentations

and justifiable reliance, Plaintiffs’ negligent misrepresentation claims also fail. See

Glenn K. Jackson Inc. v. Roe, 273 F.3d 1192, 1200 n.2 (9th Cir. 2001). Similarly,


                                            5
Plaintiffs’ claims under California’s False Advertising Law, Cal. Bus. & Prof.

Code § 17500 et seq., fail because (1) many of the Homebuilders’ representations

are too vague to be actionable, see Consumer Advocates v. Echostar Satellite

Corp., 113 Cal. App. 4th 1351, 1361 & n.3 (2003); and (2) the documents on

which Plaintiffs rely would not deceive a reasonable consumer. See Williams v.

Gerber Prods. Co., 552 F.3d 934, 938 (9th Cir. 2008).

      Plaintiffs’ claims under California’s Unfair Competition Law (UCL), Cal.

Bus. & Prof. Code § 17200 et seq., are also deficient. Because Plaintiffs fail to

state a claim for any “predicate violations,” they fail to state a claim for unlawful

conduct under the UCL. Martinez v. Wells Fargo Home Mortg., Inc., 598 F.3d

549, 558 (9th Cir. 2010). Next, Plaintiffs fail to state a claim for unfair conduct

under the UCL. The regulations on which Plaintiffs relied in the district court

expressly exclude home-purchase loans. See 66 Fed. Reg. 65604-01 (Dec. 20,

2001). And we decline to consider Plaintiffs’ newly-raised argument regarding

section 2079 of the California Civil Code. See Sateriale v. R.J. Reynolds Tobacco

Co., 697 F.3d 777, 793 n.10 (9th Cir. 2012). Finally, Plaintiffs fail to state a claim

for fraudulent conduct under the UCL because Plaintiffs fail to plead facts showing

that the Homebuilders’ conduct would “confound[] an appreciable number of

reasonably prudent purchasers exercising ordinary care.” Clemens v.


                                           6
DaimlerChrysler Corp., 534 F.3d 1017, 1026 (9th Cir. 2008) (quoting Brockey v.

Moore, 107 Cal. App. 4th 86, 99 (2003)).1

      Because there is no indication that any amendment could save Plaintiffs’

claims on the merits, the district court did not abuse its discretion in concluding

that amendment would be futile. See Gardner v. Martino, 563 F.3d 981, 992 (9th

Cir. 2009). In view of this disposition, we need not reach the parties’ statute of

limitations arguments.

      For the foregoing reasons, we affirm the judgments of the district court.

             AFFIRMED.




      1
        Plaintiffs do not address the district court’s dismissal of their claims for
breach of the implied covenant of good faith and fair dealing in their opening brief.
Accordingly, they have waived any challenge to that aspect of the court’s decision.
See United States v. Wahchumwah, 710 F.3d 862, 868 n.2 (9th Cir. 2013).

                                           7
