MEMORANDUM **

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., 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, 129 S.Ct. 1987, 173 L.Ed.2d 868 (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. Citi-Mortgage, Inc., 236 Ariz. 153, 336 P.3d 1274, 1282 (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.