                           NOT FOR PUBLICATION                            FILED
                    UNITED STATES COURT OF APPEALS                         NOV 7 2016
                                                                      MOLLY C. DWYER, CLERK
                                                                        U.S. COURT OF APPEALS
                           FOR THE NINTH CIRCUIT



 RICHARD WILLIAM BREINHOLT;                       No. 13-35220
 SUSAN LYN BREINHOLT,
                                                  D.C. No.
                 Plaintiffs-Appellants,           1:10-cv-00587-EJL-LMB

   v.
                                                  MEMORANDUM*
 POPULAR WAREHOUSE LENDER; et
 al.,

                 Defendants-Appellees.

                   Appeal from the United States District Court
                             for the District of Idaho
                    Edward J. Lodge, District Judge, Presiding

                           Submitted October 25, 2016**

Before:      LEAVY, SILVERMAN, and GRABER, Circuit Judges.

        Richard William Breinholt and Susan Lyn Breinholt appeal pro se from the

district court’s judgment dismissing their action alleging federal and state law



        *
             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).
foreclosure-related claims. We have jurisdiction under 28 U.S.C. § 1291. We

review de novo a district court’s dismissal under Federal Rule of Civil Procedure

12(b)(6). Cervantes v. Countrywide Home Loans, Inc., 656 F.3d 1034, 1040-41

(9th Cir. 2011). We may affirm on any ground supported by the record. Cigna

Prop. & Cas. Ins. Co. v. Polaris Pictures Corp., 159 F.3d 412, 418 (9th Cir. 1998).

We affirm.

      The district court properly dismissed the Breinholts’ claims against

defendant OneWest Bank, FSB, as barred by the doctrine of res judicata because

Breinholts’ claims were raised, or could have been raised, in a prior state court

action between the parties that resulted in a final judgment on the merits. See

Pocatello Hosp., LLC v. Quail Ridge Med. Investor, LLC, 339 P.3d 1136, 1142

(Idaho 2014) (stating elements of res judicata under Idaho law and holding that res

judicata bars litigation of claims that were, or could have been, raised in the prior

action); see also Holcombe v. Hosmer, 477 F.3d 1094, 1097 (9th Cir. 2007)

(federal courts must apply state law regarding res judicata to state court

judgments).

      The district court properly dismissed the Breinholts’ claims against TitleOne

Corporation because the Breinholts failed to allege facts sufficient to state any

plausible claim for relief. See Hebbe v. Pliler, 627 F.3d 338, 341-42 (9th Cir.

2010) (although pro se pleadings are to be construed liberally, a plaintiff must


                                           2                                    13-35220
present factual allegations sufficient to state a plausible claim for relief).

      Dismissal of the Breinholts’ claims against Mortgage Electronic Registration

Systems, Inc. (“MERS”) was proper because the Breinholts failed to allege facts

sufficient to state any plausible claim for relief. See id.; Sparling v. Hoffman

Constr. Co., 864 F.2d 635, 638 (9th Cir. 1988) (trial court may sua sponte dismiss

for failure to state a claim without notice or an opportunity to respond where “the

plaintiffs cannot possibly win relief” (alteration, citation and internal quotation

marks omitted)); see also Cervantes, 656 F.3d at 1038-44 (explaining the recording

system and rejecting challenges to its validity); Edwards v. Mortg. Elec.

Registration Sys., Inc., 300 P.3d 43, 49 (Idaho 2013) (“[H]aving MERS the named

beneficiary as nominee for the lender conforms to the requirements of a deed of

trust under Idaho law.”).

      The district court did not abuse its discretion by denying the Breinholts’

motion for relief under Federal Rule of Civil Procedure 60(b) because the

Breinholts failed to demonstrate any grounds for such relief. See Sch. Dist. No. 1J,

Multnomah Cty., Or. v. ACandS, Inc., 5 F.3d 1255, 1262-63 (9th Cir. 1993)

(setting forth standard of review and listing grounds warranting reconsideration

under Fed. R. Civ. P. 60(b)).

      The district court did not abuse its discretion by awarding attorney’s fees to

Transnation Title & Escrow, Inc. See Vess v. Ciba-Geigy Corp., 317 F.3d 1097,


                                            3                                    13-35220
1102 (9th Cir. 2003) (setting forth standard of review).

      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).

      The Breinholts’ motion to remand the case, filed on October 4, 2013, is

denied.

      AFFIRMED.




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