                              NOT FOR PUBLICATION                        FILED
                    UNITED STATES COURT OF APPEALS                       AUG 14 2017
                                                                      MOLLY C. DWYER, CLERK
                                                                       U.S. COURT OF APPEALS
                              FOR THE NINTH CIRCUIT



 CHARLES MORSE BARKER, III,                      No. 15-15260

                 Plaintiff-Appellant,            D.C. No. 1:13-cv-00236-LEK-
                                                 BMK
 and

 DOES, 1-10,                                     MEMORANDUM*

                 Plaintiff,

   v.

 JOSHUA L. GOTTLIEB; et al.,

                 Defendants-Appellees,

 and

 ROES 1-25,

                 Defendant.

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

                              Submitted August 9, 2017**

        *
             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
Before:      SCHROEDER, TASHIMA, and M. SMITH, Circuit Judges.

      Charles Morse Barker, III, appeals pro se from the district court’s judgment

dismissing his action alleging federal and state law claims arising out of the

purchase and development of real estate. We have jurisdiction under 28 U.S.C.

§ 1291. We review de novo a dismissal under Fed. R. Civ. P. 12(b)(6). Hebbe v.

Pliler, 627 F.3d 338, 341 (9th Cir. 2010). We affirm.

      The district court properly dismissed Barker’s claim for violation of federal

securities laws because Barker failed to allege facts sufficient to show that

defendants offered or sold the securities in question to him. See id. at 341-42

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

factual allegations sufficient to state a plausible claim for relief).

      The district court properly dismissed Barker’s state law claims because

Barker failed to allege facts sufficient to state a plausible claim for relief, including

that Barker personally suffered harm as a result of defendants’ conduct. See id.;

Hanabusa v. Lingle, 198 P.3d 604, 610 (Haw. 2008) (setting forth standing

requirements under Hawaii law); Chambrella v. Rutledge, 740 P.2d 1008, 1013-14

(Haw. 1987) (“Where the basis of the action is a wrong to the corporation, redress


without oral argument. See Fed. R. App. P. 34(a)(2).

                                            2                                     15-15260
must be sought in a derivative action.”) (citation and internal quotation marks

omitted)).

      The district court did not abuse its discretion in dismissing Barker’s new

claims in the third amended complaint, added in violation of the district court’s

order and after the deadline set forth in the pretrial scheduling order, because

Barker failed to demonstrate good cause. See Johnson v. Mammoth Recreations,

Inc., 975 F.2d 604, 607-10 (9th Cir. 1992) (setting forth standard of review and

“good cause” requirement to modify a scheduling order). Because the district

court indicated that the dismissal of the new claims was not a ruling on the merits,

we treat the dismissal of these claims as being without leave to amend, but without

prejudice to bringing these claims in a new action.

      The district court did not abuse its discretion in denying Barker’s motions

for reconsideration because Barker failed to establish any basis for 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 grounds for reconsideration).

      We reject as without merit Barker’s contentions that the district court erred

in not allowing discovery to proceed, and failing to sanction defendants or

intervene in the property transaction.

                                          3                                    15-15260
      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.




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