                           NOT FOR PUBLICATION                           FILED
                    UNITED STATES COURT OF APPEALS                        JAN 19 2018
                                                                      MOLLY C. DWYER, CLERK
                                                                       U.S. COURT OF APPEALS
                           FOR THE NINTH CIRCUIT

KATHLEEN M. WATSON, as an                       No. 17-15890
individual, and on behalf of all others
similarly situated; BARTON M. WATSON,           D.C. No. 1:16-cv-00400-LEK-KJM
as an individual,

                Plaintiffs-Appellants,          MEMORANDUM*

 v.

UNITED AIRLINES, INC., a Delaware
corporation,

                Defendant-Appellee.

                   Appeal from the United States District Court
                              for the District of Hawaii
                   Leslie E. Kobayashi, District Judge, Presiding

                           Submitted January 16, 2018**

Before:      REINHARDT, TROTT, and HURWITZ, Circuit Judges.

      Kathleen M. Watson and Barton M. Watson appeal from the district court’s

judgment dismissing their action alleging federal and state law claims arising from


      *
             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).
defendant’s baggage policy. We have jurisdiction under 28 U.S.C. § 1291. We

review for an abuse of discretion a denial of leave to amend a complaint. See

Serra v. Lappin, 600 F.3d 1191, 1195 (9th Cir. 2010). We affirm.

      The district court did not abuse its discretion in dismissing the Watson’s

complaint without leave to amend because the deficiencies of the complaint could

not be cured by amendment. See id. at 1200 (leave to amend may be denied where

amendment would be futile).

      The district court did not abuse its discretion in not converting defendant’s

motion to dismiss into a motion for summary judgment because the district court

did not rely on materials outside of the pleadings. See Davis v. HSBC Bank Nev.,

N.A., 691 F.3d 1152, 1159-60 (9th Cir. 2012) (standard of review); Keams v.

Tempe Tech. Inst., Inc., 110 F.3d 44, 46 (9th Cir. 1997) (a motion to dismiss need

not be converted into a motion for summary judgment when nothing in the record

suggests reliance by the district court on materials that are outside of the

pleadings).

      We do not consider arguments and allegations raised for the first time on

appeal, or 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).

                                           2                                   17-15890
      We reject as unsupported by the record the Watson’s contentions that the

district court applied the incorrect law regarding their breach of contract claim and

ignored claims related to the third class action members.

      AFFIRMED.




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