                                                                           FILED
                            NOT FOR PUBLICATION                            DEC 10 2013

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



                             FOR THE NINTH CIRCUIT


MICHAEL B. SPARLIN; SHARON J.                    No. 11-17259
SPARLIN,
                                                 D.C. No. 4:11-cv-00371-DCB
               Plaintiffs - Appellants,

  v.                                             MEMORANDUM*

COUNTRYWIDE HOME LOANS
INCORPORATED; et al.,

               Defendants - Appellees.


                    Appeal from the United States District Court
                             for the District of Arizona
                     David C. Bury, District Judge, Presiding

                           Submitted November 19, 2013**

Before:        CANBY, TROTT, and THOMAS, Circuit Judges.

       Michael B. and Sharon J. Sparlin appeal pro se from the district court’s

judgment dismissing their action arising out of foreclosure proceedings. We have

jurisdiction under 28 U.S.C. § 1291. We review de novo a dismissal based on

          *
             This disposition is not appropriate for publication and is not precedent
except as provided by 9th Cir. R. 36-3.
          **
             The panel unanimously concludes this case is suitable for decision
without oral argument. See Fed. R. App. P. 34(a)(2).
preclusion principles. Wolfson v. Brammer, 616 F.3d 1045, 1064 (9th Cir. 2010)

(collateral estoppel); Stewart v. U.S. Bancorp, 297 F.3d 953, 956 (9th Cir. 2002)

(res judicata). We may affirm on any ground supported by the record, Thompson

v. Paul, 547 F.3d 1055, 1058-59 (9th Cir. 2008), and we affirm.

      Dismissal of the Sparlins’ action as barred by the doctrines of collateral

estoppel and res judicata was proper because the Sparlins had a full and fair

opportunity to litigate the issues and claims arising out of the foreclosure

proceedings at issue in their prior action against nearly identical defendants, and

that action was dismissed with prejudice for failure to state a claim. See Wolfson,

616 F.3d at 1064 (discussing elements of collateral estoppel); Stewart, 297 F.3d at

956-57 (discussing elements of res judicata, and noting that “dismissal for failure

to state a claim” constitutes a final judgment on the merits to which res judicata

applies).

      The Sparlins’ contentions regarding the denial of discovery and alleged

violations of their civil rights are unpersuasive.

      We do not consider matters not specifically and distinctly raised and argued

in the opening brief. See Padgett v. Wright, 587 F.3d 983, 985 n.2 (9th Cir. 2009)

(per curiam).

      AFFIRMED.


                                            2                                   11-17259
