                           NOT FOR PUBLICATION                           FILED
                    UNITED STATES COURT OF APPEALS                       MAY 17 2017
                                                                      MOLLY C. DWYER, CLERK
                                                                       U.S. COURT OF APPEALS
                           FOR THE NINTH CIRCUIT

GARY L. PRYDE; DENISE E. PRYDE,                 No. 15-17041

                Plaintiffs-Appellants,          D.C. No. 2:15-cv-00926-SRB

 v.
                                                MEMORANDUM*
BANK OF AMERICA, N.A.; et al.,

                Defendants-Appellees.

                   Appeal from the United States District Court
                            for the District of Arizona
                    Susan R. Bolton, District Judge, Presiding

                             Submitted May 8, 2017**

Before:      REINHARDT, LEAVY, and NGUYEN, Circuit Judges.

      Gary L. Pryde and Denise L. Pryde appeal pro se from the district court’s

judgment dismissing their action alleging federal and state law claims against

mortgage related entities. We have jurisdiction under 28 U.S.C. § 1291. We

review de novo a dismissal under Fed. R. Civ. P. 12(b)(6). Ebner v. Fresh, Inc.,



      *
             This disposition is not appropriate for publication and is not precedent
except as provided by Ninth Circuit Rule 36-3.
      **
             The panel unanimously concludes this case is suitable for decision
without oral argument. See Fed. R. App. P. 34(a)(2).
838 F.3d 958, 962 (9th Cir. 2016). We affirm.

      The district court properly dismissed the Prydes’ quiet title claim because

the Prydes failed to allege facts sufficient to demonstrate that they were entitled to

such relief. See Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (plaintiff must allege

facts that “allow[ ] the court to draw the reasonable inference that the defendant is

liable for the misconduct alleged”); Manicom v. CitiMortgage, Inc., 336 P.3d 1274,

1282 (Ariz. 2014) (requiring mortgagors to pay off any unsatisfied balances in

order to quiet title under Arizona law).

      The district court did not abuse its discretion in denying the Prydes’ motion

for leave to amend because amendment would be futile. See Cervantes v.

Countrywide Home Loans, Inc., 656 F.3d 1034, 1041 (9th Cir. 2011) (setting forth

standard of review and explaining that dismissal without leave to amend is proper

when amendment would be futile).

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

in the opening brief, or arguments and allegations raised for the first time on

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

      AFFIRMED.




                                           2                                      15-17041
