                                                                                FILED
                                                                    United States Court of Appeals
                      UNITED STATES COURT OF APPEALS                        Tenth Circuit

                             FOR THE TENTH CIRCUIT                       October 13, 2015
                         _________________________________
                                                                        Elisabeth A. Shumaker
                                                                            Clerk of Court
VIVIAN L. RADER;
STEVEN R. RADER,

      Plaintiffs - Appellants,

v.                                                         No. 14-1472
                                              (D.C. No. 1:14-CV-00784-CMA-BNB)
CITIBANK, N.A., as Successor Trustee to                     (D. Colo.)
U.S. Bank National Association as
Successor to Wachovia Bank National
Association as Trustee for the
Certificateholder of Mastr Alternative Loan
Trust 2004-1 Mortgage Pass through
Certificates Series 2004-1; MORTGAGE
REGISTRATION SYSTEMS, INC.; UBS
WARBURG REAL ESTATE
SECURITIES, INC.; OCWEN LOAN
SERVICING LLC, and Does 1-10,

      Defendants - Appellees.
                      _________________________________

                             ORDER AND JUDGMENT*
                         _________________________________

Before HARTZ, PHILLIPS, and McHUGH, Circuit Judges.
                  _________________________________



      *
        After examining the briefs and appellate record, this panel has determined
unanimously that oral argument would not materially assist in the determination of
this appeal. See Fed. R. App. P. 34(a)(2); 10th Cir. R. 34.1(G). The case is therefore
ordered submitted without oral argument. This order and judgment is not binding
precedent, except under the doctrines of law of the case, res judicata, and collateral
estoppel. It may be cited, however, for its persuasive value consistent with
Fed. R. App. P. 32.1 and 10th Cir. R. 32.1.
      Vivian L. Rader and Steven R. Rader (Raders) appeal from the district court’s

judgment dismissing their claims against the defendants with prejudice. In their

amended complaint (the Complaint) the Raders sought declaratory and injunctive

relief to prevent the defendants from foreclosing on a mortgage securing Mr. Rader’s

promissory note, and a decree quieting title and extinguishing all the defendants’

claims to the mortgaged property. The district court considered the exhibits offered

by the defendants in support of their motion to dismiss. It then determined that

Citibank was the possessor and holder of the promissory note, which had been

endorsed in blank, and that (contrary to the Raders’ primary argument) it was legally

irrelevant how it became the holder. Hence, Citibank had standing to enforce the

note and pursue foreclosure proceedings. The court concluded that the Raders’

claims failed as a matter of law and that it would be futile to grant them leave to

amend the Complaint. We affirm.

      The Raders’ challenges to the district court’s reasoning are unpersuasive.

They complain that the district court should not have considered the defendants’

exhibits on a motion to dismiss, and that consideration of the exhibits converted the

proceeding to one for summary judgment without adequate notice to them. But the

district court explained why the documents could be considered under our precedent

in Gee v. Pacheco, 627 F.3d 1178, 1186 (10th Cir. 2010). And it observed that the

Raders did not dispute the authenticity of the exhibits submitted by the defendants,

but only disagreed about the legal conclusions that could be drawn from them.



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      In their opening brief on appeal, the Raders present no analysis concerning

why Gee does not apply except to note that this court in Gee rejected the use of some

of the documents in that case, on which the district court had “improperly relied . . .

to refute [the plaintiff’s] factual assertions and effectively convert the motion to one

for summary judgment without notice.” Id. at 1187. Here, however, although the

Raders claim that the district court used the documents submitted by the defendants

to make determinations on disputed material issues of fact, they point to no such

factual findings in their brief.1 Indeed, the brief accurately describes the true dispute

when it states that “[the Raders] disagreed about the legal conclusions that could be

drawn from the documents submitted by Appellees.” Aplt. Opening Br. at 21

(emphasis added).

      The Raders also complain that the district court entirely failed to address two

of their arguments. First, they argued that in the chain of title for their promissory

note was a trust that could not accept a transfer of the note if the loan was in default

or in danger of going into default, or if the transfer was after the closing date


1
        The closest they come is their reference to the sentence in the district court’s
opinion referring to the state court’s approval of the substitution of Citibank for U.S.
Bank as the party seeking foreclosure. But this terse reference to that sentence does
not preserve a legal issue, see Bronson v. Swensen, 500 F.3d 1099, 1104-05 (10th
Cir. 2007) (“[W]e routinely have declined to consider arguments that are . . .
inadequately presented . . . in an appellant’s opening brief. . . . . [C]ursory
statements, without supporting analysis and case law, fail to constitute the kind of
briefing that is necessary.”), and the point is legally irrelevant because under
Colorado law it does not matter who Citibank’s predecessors were or how Citibank
became the holder.


                                            3
specified in the trust. But they did not plead any facts showing when, if ever, any of

these conditions existed; and, as previously noted, Citibank can foreclose without

showing how it became the holder of the note. Second, they argue that the note may

have been paid down or even paid off. But, again, they pleaded no facts showing that

any such payment was ever made.

      Finally, although they assert that the Complaint states a valid claim for relief,

the Raders argue that we should reverse and remand so they can seek leave to file an

amended version of the Complaint. Their conclusory request for leave to amend does

not entitle the Raders to amend their complaint or to avoid the dismissal with

prejudice. Cf. In re Gold Resource Corp. Securities Litigation, 776 F.3d 1103,

1118-19 (10th Cir. 2015) (“The district court did not abuse its discretion in

dismissing the complaint with prejudice where plaintiff’s memorandum contained

only one sentence at the very end of his brief alternatively requesting leave to amend

in the event the district court should decide to dismiss his complaint.”).

                                   CONCLUSION

      The judgment of the district court is affirmed.


                                            Entered for the Court


                                            Harris L Hartz
                                            Circuit Judge




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