225 Wis.2d 240 (1999)
592 N.W.2d 194
IN the MATTER OF DISCIPLINARY PROCEEDINGS AGAINST Robin A. NELSON, Attorney at Law.
BOARD OF ATTORNEYS PROFESSIONAL RESPONSIBILITY, Complainant,
v.
Robin A. NELSON, Respondent.
No. 98-3368-D.
Supreme Court of Wisconsin.
Filed April 27, 1999.
*241 ¶ 1. PER CURIAM.
We review the stipulation filed by Attorney Robin A. Nelson and the Board of Attorneys Professional Responsibility (Board) pursuant to SCR 21.09(3m)[1] setting forth findings of fact and conclusions of law concerning Attorney Nelson's professional misconduct in dealing with funds of clients held in her law firm's trust account and fees belonging to the firm. The parties also stipulated to a two-year suspension of Attorney Nelson's license to practice law as discipline for that misconduct.
*242 ¶ 2. We approve the stipulation and determine that the seriousness of Attorney Nelson's misconduct warrants the suspension of her license to practice law for two years. Attorney Nelson's repeated withdrawals of client funds for her own use, the steps she took to conceal her conduct from the law firm where she was employed, and her retention and use of fees to which the firm was entitled constitute an egregious breach of her fiduciary duty not only to her firm's clients but also to the lawyers with whom she was engaged in the practice of law. In addition to that suspension, we impose the condition of reinstatement of her license to which the parties stipulatedthat Attorney Nelson provide evidence of treatment for and recovery from her gambling disorder.
¶ 3. Attorney Nelson, who has not been the subject of a prior disciplinary proceeding, was admitted to the practice of law in Wisconsin in 1989 and joined a law firm with offices in Menomonie in 1993. After becoming a shareholder in that firm at the beginning of 1998, she assumed primary responsibility for supervising and balancing the firm's Menomonie office trust account, which was separate from the trust account the firm maintained for each of its other two locations.
¶ 4. In early February 1998 the trust account held $1580 in proceeds of an Internal Revenue Service refund check in a client's matter. On February 10, 1998, Attorney Nelson wrote to herself and cashed a trust account check in the amount of $1580, showing on the check stub that it was a distribution of the IRS refund. More than three months later, Attorney Nelson sent the client her personal check in the amount of $946.83, misrepresenting in a cover letter that she wrote the check on her personal account because the law firm was reordering trust account checks, and she *243 did not want the client to have to wait for her share of the refund. Attorney Nelson personally paid the balance of the IRS check to the attorney for the adverse party in the client's matter.
¶ 5. During the first two weeks of March 1998, Attorney Nelson wrote to herself and cashed two trust account checks, each in the amount of $3500, misrepresenting on the check stubs that they were written to her law firm as fees related to another client. At her direction, Attorney Nelson's legal assistant subsequently marked one of the check stubs "void."
¶ 6. On March 16, 1998, $50,000 was deposited in the trust account for a client, and a check in the amount of $44,700 was written to and negotiated by the client. Another check was written to the firm for the balance$5300for that client's costs and fees. That check was delivered to the receptionist at one of the firm's other offices but before it was given to the firm's bookkeeper, Attorney Nelson instructed the receptionist to destroy it. Attorney Nelson then wrote a trust account check to herself in the amount of $5300, with the check stub showing that the check was voided. On April 14, 1998, Attorney Nelson gave the bookkeeper her personal check payable to the law firm in the amount of $5300 and labeled as fees for that client.
¶ 7. Attorney Nelson made entries on trust account check stubs indicating that $12,000 was deposited on behalf of a client March 28, 1998, when in fact there had been no such deposit. On that same date, Attorney Nelson wrote a trust account check for $6000 payable to herself, with the check stub showing that the check had been made payable to the client. On April 20, 1998, she replaced the funds by making a $6000 cash deposit to the trust account.
*244 ¶ 8. When the law firm discovered discrepancies in its trust account records toward the end of May, 1998, Attorney Nelson acknowledged that she had "borrowed" $5300 and $6000, which she had since repaid, and that she also had taken two $3500 withdrawals. In addition to withdrawing trust account funds, she reported five instances in which she took a total of approximately $2300 of legal fees that belonged to the law firm and concealed having done so by altering the firm's billing records. Attorney Nelson then repaid the firm in full for the trust account funds and fees she had taken and voluntarily resigned from the law firm.
¶ 9. The parties stipulated that the above conduct constituted Attorney Nelson's dishonesty, fraud, deceit or misrepresentation, in violation of SCR 20:8.4(c),[2] failure to hold in trust, separate from her own property, funds belonging to clients, in violation of SCR 20:1.15(a), and failure to maintain trust account records as required by SCR 20:1.15(e).[3] In agreeing *245 that the appropriate discipline for Attorney Nelson's misconduct is a two-year license suspension, the parties noted that Attorney Nelson reported her misconduct to the Board, cooperated fully in its investigation into the matter, and paid the law firm all of the money to which it was entitled.
¶ 10. In addition to the two-year license suspension, the parties stipulated that as a condition of reinstatement Attorney Nelson be required to produce evidence from a competent addictionologist that her gambling disorder is under control and that she is in compliance with whatever conditions are necessary to enable her to maintain her recovery. That condition is in response to Attorney Nelson's statement in her report to the Board that there was a gambling issue involved in her misconduct. After agreeing to and undergoing a comprehensive evaluative psychological *246 assessment by a medical expert the Board had suggested, she was diagnosed with pathological gamblingan impulse control disorder. While neither she nor the Board asserted that the gambling disorder in any way constituted a defense to or mitigation of her professional misconduct, the parties agreed to the imposition of the reinstatement condition.
¶ 11. We adopt the findings of fact and conclusions of law set forth in the parties' stipulation. Attorney Nelson's use of funds belonging to clients and to her law firm for her own purposes and her deceitful efforts to conceal that conduct demonstrate that she is not fit to be licensed to represent persons in the legal system. A two-year suspension of her license to practice law is appropriate discipline for her professional misconduct. We note that Attorney Nelson ceased the practice of law in Wisconsin in early 1998 and relocated to Minnesota.
¶ 12. IT IS ORDERED that the license of Robin A. Nelson to practice law in Wisconsin is suspended for a period of two years, effective the date of this order.
¶ 13. IT IS FURTHER ORDERED that Robin A. Nelson comply with the provisions of SCR 22.26 concerning the duties of a person whose license to practice law in Wisconsin has been suspended.
¶ 14. IT IS FURTHER ORDERED that the reinstatement of Robin A. Nelson's license to practice law is subject to the condition set forth in this opinion.
NOTES
[1]  SCR 21.09 provides, in pertinent part:

Procedure.
...
(3m) The board may file with a complaint a stipulation by the board and the respondent attorney to the facts, conclusions of law and discipline to be imposed. The supreme court may consider the complaint and stipulation without appointing a referee. If the supreme court approves the stipulation, it shall adopt the stipulated facts and conclusions of law and impose the stipulated discipline. If the supreme court rejects the stipulation, a referee shall be appointed pursuant to sub. (4) and the matter shall proceed pursuant to SCR chapter 22. A stipulation that is rejected has no evidentiary value and is without prejudice to the respondent's defense of the proceeding or the board's prosecution of the complaint.
[2]  SCR 20:8.4 provides, in pertinent part:

Misconduct
It is professional misconduct for a lawyer to:
...
(c) engage in conduct involving dishonesty, fraud, deceit or misrepresentation;
[3]  At the time relevant here, SCR 20:1.15 provided, in pertinent part:

Safekeeping property
(a) A lawyer shall hold in trust, separate from the lawyer's own property, that property of clients or third persons that is in the lawyer's possession in connection with a representation. All funds of clients paid to a lawyer or law firm shall be deposited in one or more identifiable trust accounts as provided in paragraph (c) maintained in a bank, trust company, credit union or savings and loan association authorized to do business and located in Wisconsin, which account shall be clearly designated as "Client's Account" or "Trust Account" or words of similar import, and no funds belonging to the lawyer or law firm except funds reasonably sufficient to pay account service charges may be deposited in such an account....
...
(e) Complete records of trust account funds and other trust property shall be kept by the lawyer and shall be preserved for a period of at least six years after termination of the representation. Complete records shall include: (i) a cash receipts journal, listing the sources and date of each receipt, (ii) a disbursements journal, listing the date and payee of each disbursement, with all disbursements being paid by check, (iii) a subsidiary ledger containing a separate page for each person or company for whom funds have been received in trust, showing the date and amount of each receipt, the date and amount of each disbursement, and any unexpended balance, (iv) a monthly schedule of the subsidiary ledger, indicating the balance of each client's account at the end of each month, (v) a determination of the cash balance (checkbook balance) at the end of each month, taken from the cash receipts and cash disbursement journals and a reconciliation of the cash balance (checkbook balance) with the balance indicated in the bank statement, and (vi) monthly statements, including canceled checks, vouchers or share drafts, and duplicate deposit slips....


                                                                      FILED
                                                          United States Court of Appeals
                                                                  Tenth Circuit

                                    PUBLISH                    December 28, 2011
                                                              Elisabeth A. Shumaker
                   UNITED STATES COURT OF APPEALS                 Clerk of Court

                                TENTH CIRCUIT

 MAX JOSEPH LESER,

       Petitioner-Appellee,
 v.                                                     No. 11-1094
 ALENA BERRIDGE, f/k/a Alena
 Leserova,

       Respondent-Appellant.

        APPEAL FROM THE UNITED STATES DISTRICT COURT
                FOR THE DISTRICT OF COLORADO
                 (D.C. No. 1:10-CV-02615-MSK-MEH)

Ann C. Gushurst, Gutterman Griffiths, PC, Littleton, Colorado, for Respondent-
Appellant.

Christelle C. Beck, (Leslie A. Frost with her on the brief), Frost & Beck, LLP,
Greenwood Village, Colorado, for Petitioner-Appellee.

Before LUCERO, BALDOCK, and HARTZ, Circuit Judges.

BALDOCK, Circuit Judge.

      The Hague Conference on Private International Law is “a global inter-

governmental” organization that “develops and services multilateral legal

instruments.” HCCH Overview, http://www.hcch.net/index_en.php?act=text.display

&tid=26 (last visited Dec. 15, 2011). The organization consists of 71 States and the
European Union.      Id.   In 1980, the Hague Conference developed the Hague

Convention on the Civil Aspects of International Child Abduction. The purposes of

the Hague Convention are to ensure that custody agreements are respected in the

courts of countries that are signatories to the Hague Convention and to secure the

return of children who have been wrongfully removed from their home country.

Hague Convention on the Civil Aspects of International Child Abduction, art. 1, Oct.

25, 1980, T.I.A.S. No. 11,670, 1343 U.N.T.S. 49 (Hague Convention). In 1988,

Congress implemented the Hague Convention through the passage of the

International Child Abduction Remedies Act (ICARA), 42 U.S.C. §§ 11601–11610.

Under the Hague convention, a child is “wrongfully removed” where the removal “is

in breach of rights of custody attributed to a person . . . under the law of the State

in which the child was habitually resident immediately before the removal or

retention.” Hague Convention, art. 3. If such “wrongful removal” occurs, a person

may file a petition for return of the child in a federal district court or a state court

in the place where the child is located. 42 U.S.C. § 11603(b). A child who has been

“wrongfully removed” is to be promptly returned to the country of his or her habitual

residence. Id. § 11601(a)(4). In this appeal, we must determine whether we can

grant any meaningful relief where a district court granted a petition for the return of

children based not on a finding of wrongful removal, but instead on the parents’

stipulation that the children would return to the country of habitual residence for a

custody hearing.

                                           2
                                           I.

      Respondent Alena Berridge relocated to Denver, Colorado from the Czech

Republic with her two children.       Subsequently, Petitioner Max Joseph Leser,

Respondent’s ex-husband and father of the children, filed a petition in the United

States District Court for the District of Colorado seeking return of the children to the

Czech Republic pursuant to the Hague Convention and ICARA. The district court

held a hearing on the petition, at which it addressed Respondent’s motion to

continue. Respondent filed the motion to continue in response to a summons for the

children to attend a custody hearing in the Czech court on March 24, 2011.

Respondent indicated that the Czech court at the March hearing intended to rule on

Petitioner’s and Respondent’s cross motions for “custody rights,” “contact rights,”

and “the right to determine residence.” The district court asked respondent: “[Y]our

position with regard to this ICARA action is that it is the Czech court that should

make this determination and [you are] willing to take the children back to [the Czech

Republic] so that indeed that determination can be made.             Is that correct?”

Respondent answered affirmatively. Petitioner also agreed that the Czech court was

the court where all custody issues should be heard, including whether Respondent

had the right to relocate the children to the United States. The district court asked

Respondent if she planned to attend the March hearing in the Czech Republic.

Respondent stated she would attend if Homeland Security would allow her to leave

the United States without adverse effect to her visa status.

                                           3
      Before pronouncing its decision, the district court stated it did not believe the

real issue before the court was whether Respondent had wrongfully removed her

children to the United States. Rather, the district court believed the issues to be

which court, the Czech court or United States court, should interpret the custody

orders and determine whether Respondent violated those custody orders. Because

both parents agreed the Czech court was the appropriate court to hear these issues,

the district court, pursuant to the stipulation and without objection, ordered the

children returned to the Czech Republic for the March 24, 2011 hearing. The district

court made no finding as to wrongful removal as required by the Hague Convention.

Rather than granting Respondent’s motion to continue, however, the court asked the

parties to submit a proposed order setting forth the court’s ruling. Respondent

agreed to prepare the order and stated she could submit it to Petitioner the next day.

But because the parties could not agree to the wording of a proposed order, both

Respondent and Petitioner filed separate proposed orders with the court. The court

then—oddly enough—drafted and entered an order granting the petition for return

of the children based not on wrongful removal, but on the parties’ stipulation that the

children would be present for the hearing in the Czech Republic:

      The Respondent represents that the children will be present for the
      hearing . . . . Given the parties’ stipulation, there is no disputed issue
      for this Court to determine. Accordingly, pursuant to the authority of
      the Court under 42 U.S.C. 11603(a), it is ordered that (1) The Petition
      (#1) is granted. (2) Respondent Alena Berridge f/k/a Alena Leserova
      shall return the minor children, [M.L. and O.L.], to the jurisdiction of
      the Czech Republic within such time as is necessary to participate in the
      Czech court’s hearing on March 24, 2011. The children shall remain

                                          4
      within the jurisdiction of such court until directed or authorized
      otherwise by such court. The return of the children shall be
      expeditiously reported to the appropriate Central Authority.

Leser v. Berridge, No. 1:10-CV-2615, Order for Return of Children (D. Colo. Feb.

3, 2011) (internal capitalization and bolding omitted). Rather than promptly asking

the district court to vacate its order granting the petition, and requesting the court to

grant her motion to continue instead, Respondent appealed and thereafter filed a

motion to stay the judgment. We denied that motion and the children returned to the

Czech Republic for the hearing. Leser v. Berridge, No. 11-1094, Order (10th Cir.

Mar. 17, 2011). Once the children arrived in the Czech Republic, the Czech courts

seized the children’s passports and issued new custody orders.             We exercise

jurisdiction under 28 U.S.C. § 1291, and dismiss the appeal as moot.

                                           II.

      On appeal, Respondent asserts the district court order is ultra vires because

the district court lacked jurisdiction to grant the petition. Specifically, Respondent

contends ICARA authorizes United States district courts “to order the return of a

child to the country of habitual residence upon a finding of wrongful removal.”

According to Respondent, “the [district] court lacked jurisdiction to order anything”

without a finding of wrongful removal. Thus, Respondent argues the district court

erred when it ordered the children to attend and participate in legal proceedings in

the Czech Republic despite the fact she agreed to it.            Although Respondent

acknowledges the district court did not make an explicit finding of wrongful removal

                                           5
of the children, at oral argument Respondent asserted that in granting the petition,

the district court implicitly found wrongful removal and that such a finding was clear

error based on the existing Czech custody orders.

      In Respondent’s view, the district court’s order amounted to a “summary

judgment.” To support her contention, Respondent claims a significant factual

dispute existed as to whether she wrongfully removed the children from the Czech

Republic. Yet the district court failed to permit her to address that factual dispute.

In addition, Respondent asserts that both she and the children should have had the

opportunity to appear at an evidentiary hearing to present evidence and defenses.

Respondent claims “a trial was necessary because [Petitioner’s] credibility was

questionable and negative inferences from his behavior should have been drawn.”

Moreover, Respondent asserts the district court erred in issuing its “summary

judgment” order because Petitioner did not meet his burden of proof that Respondent

breached his rights of custody under ICARA.

      In contrast, Petitioner argues the district court did not err in granting the

petition in full based on the stipulation of the parties that the children would return

to the Czech Republic for the custody hearing. Petitioner contends that because “the

Czech court was determining the underlying custody dispute, there was nothing left

for the District Court to adjudicate, but to ensure [Respondent] followed her

stipulations by ordering the return of the minor children under the Hague

Convention.” Petitioner posits three arguments as to why the district court’s order

                                          6
granting his petition for return of children was harmless. First, the Czech courts are

adjudicating whether Respondent can relocate the children “by [Respondent’s]

initiation and with her willful participation.” Second, the Hague Convention does

not require an evidentiary hearing and Petitioner made his prima facie case of

wrongful removal in his pleadings.       Third, Respondent failed to preserve any

affirmative defenses under ICARA, such as physical or psychological harm if the

children returned to the Czech Republic or the desire of the children not to return to

the Czech Republic.

                                          III.

      After reviewing the record, we considered whether this matter might be moot.

Specifically, we considered whether we could grant either party any meaningful

relief on appeal where, despite “granting” the petition, the district court clearly made

no finding of “wrongful removal” either at the hearing or in its order. Utah Animal

Rights Coalition v. Salt Lake City Corp., 371 F.3d 1248, 1255 (10th Cir. 2004)

(explaining even when no party raises mootness on appeal, we must examine this

issue sua sponte because the Constitution “commands that we determine whether an

Article III case or controversy is before us”). In other words, the district court made

no finding as to wrongful removal—either implicitly or explicitly—but instead

granted the petition for return of children based on the parents’ stipulation that the

children would return to the Czech Republic for the custody hearing. Accordingly,

the children may return to the United States without Respondent being in violation

                                           7
of a court order if the Czech court returns the children’s passports. If Petitioner

believes a subsequent removal of the children is wrongful, he would be neither issue

precluded nor claim precluded from filing a second petition in the district court.

Two crucial facts in the parties’ opening briefs led us sua sponte to request

supplemental briefing on whether this civil action had been rendered moot by events

that occurred since Respondent filed her appeal. Leser v. Berridge, No. 11-1094,

Order (10th Cir. Sept. 27, 2011). First, the children returned to the country of their

habitual residence and the courts of that country seized their passports, therefore

forbidding them to leave the Czech Republic. Secondly, the parties indicated the

Czech court issued new orders related to custody subsequent to the children’s return

to the Czech Republic.

      For her part, Respondent asserts her compliance with the district court order

to return the children did not moot this case. Respondent reasons such a result would

“render the trial court rulings unappealable” and would “be contrary to our system

of jurisprudence.” Moreover, Respondent contends that even though the Czech court

undisputedly has jurisdiction to modify the custody orders, any subsequent custody

orders have no legal significance on the issue before us—whether the initial removal

was wrongful. At oral argument, Respondent continued to insist this action is not

moot, specifically because a Czech court allegedly relied on the district court’s

“finding” of wrongful removal.      Accordingly, Respondent argues reversing or

vacating the district court opinion would remove any “finding” that she wrongfully

                                          8
removed the children to the United States. Respondent further believes that unless

we reverse the district court order, Respondent cannot return to the United States

with the children.

      In his supplemental briefing, Petitioner stated this action is not moot because

the new Czech custody orders are not final. Thus, the original custody orders that

were before the district court are still in place. At oral argument, however, Petitioner

changed his position, stating that this case is moot because we cannot grant any

meaningful relief to Respondent. Specifically, Petitioner stated we cannot have any

“possible effect on the outcome of the case. . . . because [the district court order] was

based on a stipulation.”

                                           A.

      Article III limits a federal court’s jurisdiction to “cases and controversies.”

U.S. Const. art. III, § 2. Our duty “is to decide actual controversies by a judgment

which can be carried into effect, and not to give opinions upon moot questions or

abstract propositions.” Mills v. Green, 159 U.S. 651, 653 (1895). In other words,

“[o]ur job is to decide cases that matter in the real world, not those that don’t.”

Wyoming v. U.S. Dep’t of Interior, 587 F.3d 1245, 1250 (10th Cir. 2009). “It is a

basic principle of Article III that a justiciable case or controversy must remain extant

at all stages of review, not merely at the time the complaint is filed.” United States

v. Juvenile Male, 131 S. Ct. 2860, 2864 (2011) (internal citation omitted). We

repeatedly have held that “a case or controversy no longer exists when it is

                                           9
impossible to grant any effectual relief.”       Chihuahuan Grasslands Alliance v.

Kempthorne, 545 F.3d 884 (10th Cir. 2008).

                                           B.

      In this appeal, Respondent requests we reverse the district court order and

dismiss the petition for return of children, or in the alternative, remand to the district

court to hold an evidentiary hearing on the issue of wrongful removal. In discussing

mootness at oral argument, Respondent criticized the district court order for

“granting” the petition for return of children without a finding of wrongful removal.

In making that argument, Respondent attacks the merits of the district court order.

Our task is to determine whether Respondent “has suffered some actual injury that

can be redressed by a favorable decision.” Rhodes v. Judiscak, 653 F.3d 1146, 1147

(10th Cir. 2011) (internal citation omitted). Because we cannot offer Respondent

any relief, we need not, indeed, may not, decide whether the district court erred in

ordering Respondent to return the children to the country of habitual residence

without a finding of wrongful removal, where the parents stipulated that the children

would return to the Czech Republic for the hearing.

      The district court’s order, entitled “Order for Return of Children,” clearly

articulated the court’s belief that no disputed issues existed because of the stipulation

to return the children. After “granting” the petition, the court ordered Respondent

to return the children to the Czech Republic to participate in the custody hearing.

The order also states the “children shall remain within the jurisdiction of such court

                                           10
until directed or authorized otherwise by such court.” 1 If we granted Respondent’s

request and reversed the district court order, we would not reverse a finding of

wrongful removal. The language of the written order substantiates that the district

court based its order on the parent’s agreement the children would in fact return to

the Czech Republic. In doing so, the district court made no “implicit” finding of

wrongful removal, but rather stated in its order “there is no disputed issue for this

Court to determine.”

      Furthermore, we do not believe the district court’s language that the “children

shall remain within the jurisdiction of such court until directed or authorized

otherwise by such court” is contrary to the parties’ stipulation.        Respondent

expresses concern that, without reversal of the district court order, she would be in

violation of the district court order if she returns to the United States with the

children. We believe Respondent misreads the district court order. Because ICARA

empowers United States courts “to determine only rights under the Convention and

      1
        Respondent repeatedly referred to the district court order as “sua sponte” and
“ultra vires.” We do not see how the district court order was sua sponte. The court
asked the parties to submit an order, but the parties failed to agree on a proposed
order. Accordingly, we believe Respondent should not have been surprised when the
court chose to enter its own order. Even more puzzling is Respondent’s
characterization of the district court’s order as “ultra vires.” District Court
document 70-1 is Respondent’s proposed order. In paragraph 3 of the proposed
order, Respondent wrote: “This court orders that the Respondent and the minor
children are to honor the summons of the Czech court by returning to the Czech
Republic to testify at the hearing currently set for March 24, 2011.” As mentioned
above, we may not rule on the appropriateness of the district court ordering the
children to return to the Czech Republic without a finding of wrongful removal.
Respondent not only failed to object to this result in the district court, but also
suggested such a result in her proposed order to the district court.

                                         11
not the merits of any underlying child custody claims,” the Czech court has

jurisdiction to decide custody issues —including jurisdiction to restrict the children’s

travel by seizing their passports. 2 42 U.S.C. § 11601(b)(4). If the Czech court

determines to return the children’s passports and Respondent returns to the United

States with the children, we envision no scenario where she would be in violation of

      2
        In Respondent’s brief, she contends that the Czech court is the appropriate
court to determine custody. At the district court hearing, she requested a
continuance based on her assertion the Czech court was the appropriate court to hear
the issues in Petitioner’s petition. At oral argument, however, Respondent contended
that the elements of due process do not exist in the Czech Republic. Principles of
comity require us to examine the fairness of a foreign country’s judicial procedures.
Novani v. Shahani, 496 F.3d 1121, 1131 (10th Cir. 2007). In examining fairness, we
inquire if:

      there has been opportunity for a full and fair trial abroad before a court
      of competent jurisdiction, conducting the trial upon regular
      proceedings, after due citation or voluntary appearance of the
      defendant, and under a system of jurisprudence likely to secure an
      impartial administration of justice between the citizens of its own
      country and those of other countries, and there is nothing to show either
      prejudice in the court, or in the system of laws under which it is sitting,
      or fraud in procuring the judgment.

Phillips USA v. Allflex USA, 77 F.3d 354, 359 (10th Cir. 1996) (quoting Hilton v.
Guyot, 159 U.S. 113, 202 (1895). The Czech Republic is a member of both the
European Union and the North Atlantic Treaty Organization. Furthermore, the
country has an independent judiciary. Ústavní zákon č. 1/1993 Sb., Ústava České
Republiky [Constitution of the Czech Republic]. “The courts shall first and foremost
provide in a manner defined by law protection of rights.” Id. The Czech court
system consists of a Supreme Court and superior, regional, and district courts.
Judges are appointed to lifetime terms and must be graduates of law schools. Id. In
making decisions, judges are “bound by the law and international agreements
constituting part of the legal order.” Id. The Constitution further provides that “[a]ll
parties to judicial proceedings shall have equal rights” and that “[p]roceedings before
a court shall be oral and public.” Id. Accordingly, we cannot conclude that the
courts of the Czech Republic are rogue bodies that deny due process to litigants.

                                          12
the district court order. And if the children subsequently return to the United States,

Petitioner may file a second petition for the return of children if he believes such

removal to the United States to be wrongful without being subject to either issue

preclusion or claim preclusion. Because we conclude the district court made no

finding as to wrongful removal and because we locate no language in the district

court order preventing the children from returning to the United States upon return

of their passports, any ruling on the merits “would have no effect in the world we

now inhabit but would serve only to satisfy the curiosity of the litigants about a

world that once was and is no more.” Wyoming, 587 F.3d at 1253. Thus, given the

unique circumstances of this case, we must conclude this civil action is moot. 3

      Respondent further maintains case law from our sister circuits should lead us

to conclude this case cannot be moot. The cases Respondent cites hold that the

return of a child to the country of his or her habitual residence after a finding of

wrongful removal does not moot an appeal. We note, however, our sister circuits

have split on this issue. 4     Nonetheless, because the facts of this case are

      3
         We note for the parties’ benefit that “an interest in attorney’s fees is
insufficient to create an Article III case or controversy where a case or controversy
does not exist on the merits of the underlying claim.” In re Western Pac. Airlines,
Inc., 181 F.3d 1191, 1196 (10th Cir. 1999) (quoting Cox v. Phelps Dodge Corp., 43
F.3d 1345, 1348 n.4 (10th Cir. 1994)).
      4
         Compare Fawcett v. McRoberts, 326 F.3d 491 (4th Cir. 2003) (finding that
the United States courts retained the power to grant meaningful relief because the
district court could order the child’s return to the United States following a reversal
and remand and stating it is not clear that a lack of effective methods for enforcing
a court order necessarily means that the court’s opinion cannot affect the matter at
issue) and Whiting v. Krassner, 391 F.3d 540 (3d Cir. 2004) (same) with Bekier v.
                                                                         (continued...)

                                          13
distinguishable, we need not resolve that issue in this appeal. As discussed in detail

above, the district court made no finding of wrongful removal in contrast to the cases

Respondent cites. Therefore nothing prevents the children from returning to the

United States if either the Czech court determines the new custody arrangements

allow for the children to relocate to the United States or if the court lifts the travel

ban and the original custody agreement remains in place. 5 Thus, our holding this

action is moot rests on the fact that the district court made no finding of wrongful

removal, not on the basis of the children’s current location.

      Respondent additionally submits this case is not moot because a lower Czech

court allegedly depended on the district court order. Respondent posits such a result

necessitates reversal. We disagree. The Hague Convention clearly provides “[a]

decision under this Convention concerning the return of the child shall not be taken

to be a determination on the merits of any custody issue.” Hague Convention, art.

19.   Even if a foreign court misinterprets a United States court’s order in

contravention of the Hague Convention’s plain language, that incorrect reading does

not revive a moot case or controversy.

      4
       (...continued)
Bekier, 248 F.3d 1051 (11th Cir. 2001) (finding case moot after children’s return to
country of habitual residence because federal courts become powerless to grant relief
to respondent).
      5
        We must also conclude that, in this case, the new custody orders, which both
parties have appealed in the Czech Republic, do not moot the appeal. Although we
have held that new custody orders which resolve the question of wrongful removal
may moot a case on appeal, in this case the parties indicated at oral argument that
because the new custody orders are on appeal in the Czech Republic, the old custody
order is still in place. Novani, 496 F.3d at 1131.

                                          14
      Finally, Respondent’s contention that the United States district courts will

supplant courts of appeal and become courts of last resort in ICARA actions is

without merit. First, a party could file a motion pursuant to Federal Rule of Civil

Procedure 59(e) with the district court to correct any alleged error in findings before

appealing—a course Respondent chose not to pursue in this case.             Second, a

respondent may file a motion pursuant to Federal Rule of Appellate Procedure 8 to

stay the district court’s judgment, which, to Respondent’s credit, she did file in this

case. Here, we, not the district court, made the ultimate decision not to issue a stay

of judgment. Accordingly, we disagree with Respondent’s view that by declaring

this case moot, we authorize the district court to become the court of last resort in

an ICARA action. 6

                                          C.

      Generally, when a case becomes moot on appeal, “we vacate the district court

judgment and remand with instructions to dismiss the case for lack of jurisdiction.”

Wyoming, 587 F.3d at 1254. Like all general rules, this rule has exceptions. For

example, if the nonprevailing party, as Respondent believes she is here, takes some

action to render the dispute moot, we will not vacate the order because of the “worry

      6
          Respondent similarly cannot be assisted by a favorable ruling as to her
alternative request for relief. We conclude no reason exists to remand this action to
the district court to hold an evidentiary hearing and then make a finding as to
wrongful removal. The children, by stipulation, returned to the Czech Republic. As
we discussed above, because no finding of wrongful removal exists, Petitioner is free
to refile a petition pursuant to ICARA if the children return to the United States and
he believes that return is wrongful.

                                          15
that an unsuccessful party might have altered its behavior in order to moot an appeal

and thereby vacate an unfavorable district court judgment—essentially manipulating

the jurisdiction of the federal courts to obtain the relief it was not able to win in

court.” Id. (internal citation omitted). In this case, no one suggests Respondent

returned her children to the Czech Republic with the motive of vacating the district

court order. Respondent wishes the children to remain in the United States, which

counters any suggestion that the motive behind returning the children to the Czech

Republic was to vacate the order.

      Accordingly, this appeal is DISMISSED AS MOOT, the district court opinion

is VACATED, and this action is REMANDED to the district court with instructions

to dismiss the petition for lack of subject matter jurisdiction. 7

      7
        Petitioner filed a motion for damages pursuant to Federal Rule of Appellate
Procedure 38, which allows us to award costs to an appellee if an appellant’s appeal
is frivolous. Fed. R. App. P. 38. Petitioner believes Respondent’s appeal is
frivolous because she is appealing: “1) the Court’s Courtroom minutes and not the
District Court’s final order; 2) her inability to put on evidence concerning an
affirmative defense that was never pled in her Verified Answer to the District Court;
and 3) her own stipulation to the District Court.” Petitioner also complains
Respondent “makes only one citation to the Record in her Opening Brief” and that
her claims “are completely unsupported by the record, false and defamatory.”
Finally, Petitioner contends that the reply brief addresses a new order that is
incorrectly translated. “An appeal is considered frivolous when the result is obvious,
or the appellant’s arguments of error are wholly without merit.” Melea, Ltd. v.
Jawer SA, 511 F.3d 1060, 1071 (10th Cir. 2007) (internal citation omitted).
Although Respondent seemed not to understand the principle of mootness and clearly
is appealing the result of her stipulation to return to the Czech Republic for the
custody hearing, given the district court’s perplexing ruling, we do not believe that
Rule 38 sanctions are appropriate in this case.

                                          16


27 So.3d 394 (2010)
In re FISCAL YEAR 2010 JUDICIAL BRANCH APPROPRIATIONS.
No. 2010-AD-00001-SCT.
Supreme Court of Mississippi.
January 29, 2010.

*395 EN BANC ADMINISTRATIVE ORDER
The Constitution of the State of Mississippi provides:
The powers of the government of the State of Mississippi shall be divided into three distinct departments, and each of them confided to a separate magistracy, to-wit: those which are legislative to one, those which are judicial to another, and those which are executive another.
Miss. Const., Art. 1, Sec. 1.
It further provides:
No person or collection of persons, being one or belonging to one of those departments, shall exercise any power properly belonging to either of the others. . . .
Miss. Const., Art. 1, Sec. 2. Thus, Mississippi's judiciary is a separate, co-equal branch of government.
As part of the separation of powers among, and checks and balances on, these three co-equal branches of government, our Legislature has the duty to fund the judicial branch of government. The total amount appropriated to the judicial branch represents approximately six-tenths of one-percent (.006) of the General Fund appropriations. For Fiscal Year 2010, the judicial appropriation was approximately $3,000,000 below that requested and needed for the effective ongoing operation of our ninety-nine trial courts and two appellate courts. On December 3, 2009, the State Fiscal Officer stated that, acting pursuant to Miss.Code Ann. § 27-104-13, the 2010 appropriations for the judicial branch of government from general funds, budget contingency funds, and federal stimulus funds would be reduced by 5%. Due to the serious financial condition of state government, the Judicial Branch voluntarily allowed cuts in the amount of $950,714. Also, in order to address this crisis, significant reductions in spending at the appellate and trial level have been made.
On January 22, 2010, the State Fiscal Officer announced further reductions in appropriations, including those of the judiciary. The State Fiscal Officer's authority to make budget cuts pursuant to Section 27-104-13, or otherwise, is limited to "agencies" and "the Mississippi Department of Transportation," and does not extend to the judiciary, which is constitutionally-established as a separate branch of government, rather than an "agency."[1] The Constitution applies to every statute, Trainer v. State, 930 So.2d 373, 381 (Miss. 2006), and all statutes are presumed to be constitutional. Id. at 377. Thus, the State Fiscal Officer must apply statutes in a constitutional manner. To the extent the State Fiscal Officer interprets Section 27-104-13 to authorize reductions in the judicial branch's budget, we hold that such interpretation is inconsistent with the Constitution of the State of Mississippi. We therefore hold that any funds duly appropriated for the judicial branch of government are not subject to reduction pursuant to Section 27-104-13.
Nevertheless, the appellate and trial courts of this state are fully aware of the economic difficulties facing our state and its people. This Court, together with its financial administration, has carefully reviewed the budget of the judicial branch, and our courts have voluntarily made, and will continue to make, diligent and reasonable efforts to reduce their expenditures to the extent reasonably possible, without compromising the operation of a judiciary that can carry out its constitutional mandate to administer justice fairly and efficiently. *396 Notwithstanding the cuts and efforts to reduce expenditures, the judiciary will require a deficit appropriation in order to complete the 2010 fiscal year.
IT IS THEREFORE ORDERED:
A. The appellate, chancery, and circuit courts of the state and their support offices, including the Administrative Office of Courts shall remain open, performing the constitutionally-mandated responsibilities of the Judicial Branch of government.
B. Section 27-104-13 is not applicable to the legislative appropriation to the Judicial Branch, and the State Fiscal Officer shall not impose those reductions announced on January 22, 2010 to the judicial appropriations.
C. The Marshal of this Court shall hand deliver a true certified copy of this order to the State Fiscal Officer. Additionally, true copies shall be forthwith transmitted to Governor Haley Barbour, Lieutenant Governor Phil Bryant, Speaker of the House of Representatives Billy McCoy, and Attorney General Jim Hood.
D. This order shall be published in the same manner as published opinions of the Court.
SO ORDERED.
/s/ William L. Waller, Jr.,
William L. Waller, Jr.,
Chief Justice
ALL JUSTICES JOIN.
NOTES
[1]  Indeed, Section 27-104-13(1) makes it clear that the legislative branch of government is not an "agency."


356 F.Supp.2d 388 (2005)
James LARGOTTA, Plaintiff,
v.
BANNER PROMOTIONS, INC. and Arthur Pelullo, Defendants.
No. 04 Civ. 7005(JSR).
United States District Court, S.D. New York.
February 28, 2005.
Mare Bernstein, Bernstein & Bernstein, New York, N.Y. for Plaintiff.
George Alexander Bochetto, Bochetto & Lentz, P.C., Philadelphia, PA, for Defendants.

MEMORANDUM OPINION
RAKOFF, District Judge.
On January 24, 2005, the Court denied defendants' motion to dismiss or transfer this case for improper venue and granted their motion to dismiss all claims against defendant Arthur Pelullo and all tort claims against both defendants. See Order, 1/24/05. This opinion briefly sets forth the reasons for those determinations.
With respect to the venue motion, the Court held a two-day evidentiary hearing on November 1, 2004 and January 4, 2005. Although the witnesses gave rather starkly differing accounts of the events in question, in the end the Court need not resolve these discrepancies, because the facts, even when taken most favorably to defendants, show the following:
Plaintiff James Largotta lives in Manhattan. Transcript, 12/1/04 ("Tr. I"), at 9; Transcript, 1/04/05 ("Tr. II"), at 26. Pelullo lives in New Jersey and his Banner Promotions office is in Philadelphia. Tr. II at 15. In or around January of 2001, Pelullo was introduced to Largotta by their mutual friend Henry Siegel at a restaurant in Manhattan. See Decl. of James Largotta dated 11/15/04 ¶ 3 Tr. II at 6. At *389 that meeting, Pelullo, who is a boxing promoter, told Largotta about his troubles with the boxing champion Acelino Freitas. Tr. II at 14. Pelullo had been Freitas's manager, but Freitas had become alienated from Pelullo because Freitas blamed Pelullo for an incident in which Nevada police handcuffed Freitas in the boxing ring. Since Freitas, a native of Salvador, Brazil, spoke only Portugese, and since Freitas refused to have anything to do with Pelullo in any event, Pellulo was struggling to find a way to re-establish contact with Freitas and to convey his position that he was blameless. See id. at 15, 19-20, 26. Largotta told Pelullo that Largotta's wife, Elizabeth, not only spoke fluent Portugese but was from Salvador. Id. at 14.
Soon thereafter, Pelullo called Largotta and proposed that Elizabeth Largotta reach out to Freitas. Tr. II at 15. After making a few calls, Elizabeth Largotta discovered that she had a connection with Freitas's family, which she and her husband then used to open telephonic communications with Freitas, id. at 27. The Largottas placed these calls from New York. Tr. I at 12. In the course of the calls, Freitas told Elizabeth Largotta that he had been embarrassed and did not want to deal with Pelullo anymore. Tr. II at 29. When Largotta telephonically relayed Freitas's position to Pelullo, Pelullo explained in detail what had taken place in Nevada and sent to the Largottas in New York related legal papers, so that the Largottas could clarify the situation for Freitas and his handlers. Id. at 29.
The Largottas then placed further telephone calls to Freitas from New York. Eventually, through these efforts of the Largottas, arrangements were made for the Largottas and Pelullo to meet Freitas's representatives in Rio de Janeiro in late May. Tr. II at 18. Pelullo made the travel arrangements, which included a flight out of Newark, New Jersey. Id. at 18-19. Elizabeth Largotta, who once worked at a hotel in Rio de Janeiro, arranged reservations there for a discount. Id. at 36. At the meeting in Rio, the misunderstanding between Pelullo and Freitas was resolved, and an agreement was reached in principle for a new management contract, with only minor details left open. Id. at 37, 41. Another meeting was arranged for the middle of June, this time in Salvador. Id. at 20-21.
Between the meetings, Largotta updated Pelullo frequently by phone, with Largotta speaking from New York and Pelullo from Philadelphia. Id. at 17. According to Pelullo, he and Largotta did not again meet physically in New York.[1]Id. at 17. Pelullo also testified that there was never any discussion at or prior to this time about compensating the Largottas, id. at 16, 20, and that there was no explicit understanding that the Largottas would be compensated for their efforts. Id. at 21. However, he acknowledges that he did not assume the Largottas were working for free and that he expected the Largottas "were going to ask me for something." Id. at 21. Pelullo states that he did not need anyone's help in negotiating a boxing contract, but that the Largottas provided him a service in getting Freitas to give him a face-to-face meeting. Id. at 27, 32.
For the second meeting in Brazil, the Largottas and Pelullo boarded a plane in Newark on June 12 and arrived in Salvador on June 13. Decl. of Arthur Pelullo dated 10/7/04 ("Pelullo Decl.") ¶ 14. During the flight, Largotta presented Pelullo with a piece of paper describing his proposed *390 compensation. Tr. II at 22. He said that if Pelullo did not agree to the terms presented, the Largottas would use their influence over Freitas to sink the deal. Pelullo Decl. ¶¶ 18-21. Largotta asked Pelullo to retype the contract on Banner stationary, which Pelullo had an assistant do. Tr. II at 23. Although the contract is dated June 4, 2001, it was signed in Brazil on June 14. Id. at 24. It obligates Pelullo to pay Largotta $50,000 within fourteen days of the signing and thereafter to pay Largotta ten percent of the net revenue Banner Promotions earns from its exclusive promotional contract with Freitas. See Pelullo Decl., Exhibit A (Agreement).
On August 25, 2004, Largotta filed the instant lawsuit, asserting that Banner and Pelullo have earned millions of dollars from Freitas's fights and have failed to pay him the required ten percent. See Complaint ¶¶ 12-15, 48.
A civil claim in diversity may be brought, among other places, in "a judicial district in which a substantial part of the events or omissions giving rise to the claim occurred, or a substantial part of property that is the subject of the action is situated." [2] 28 U.S.C. § 1391(a)(2). In applying this test to contract claims, courts "consider a number of factors, including where the contract was negotiated or executed, where it was to be performed, and where the alleged breach occurred." PI, Inc. v. Quality Prods., Inc., 907 F.Supp. 752, 757-58 (S.D.N.Y.1995). The fact that substantial activities also took place in other districts, and hence that venue is also proper there, does not preclude a finding that venue is proper in the Southern District of New York. Saferstein v. Paul, Mardinly, Durham, James, Flandreau & Rodger, P.C., 927 F.Supp. 731, 735 (S.D.N.Y.1996).
According to Pelullo's version of events, Banner's contract with Largotta was executed in Brazil. Banner's obligation, to make payments to Largotta, was to take place from its office in Philadelphia; its alleged breach is therefore also situated in Philadelphia. As Banner points out, the fact that it was to mail payments to Largotta's residence in New York would not alone provide venue. See Zumft v. Doney Slate Co., 698 F.Supp. 444, 446 (E.D.N.Y.1988) (finding that mailing of payments to New York is insufficient for finding that claims arose there).
However, other events are relevant to this motion. Pelullo's argument that all the prior conduct in New York is immaterial for venue purposes because the contract had not yet been executed is simply wrong; indeed, if this were so, it would be illogical for courts to consider the venue in which negotiations (by definition pre-execution) took place, as courts routinely do. See, e.g., PI, Inc., 907 F.Supp. at 758; Sacody Techs., Inc. v. Avant, Inc., 862 F.Supp. 1152, 1157 (S.D.N.Y.1994).
Moreover, negotiations aside, Largotta largely performed his contractual obligations in New York. Although Elizabeth Largotta provided some interpretive services in Brazil, by Pelullo's own admission the real value the Largottas provided was in convincing Freitas's aides and then the fighter himself to have face-to-face meetings where Pelullo could clear up the misunderstanding. The Largottas performed that work, telephonically, entirely from New York. The fact that their performance occurred before the formal written contract was entered into is irrelevant, for it was still this performance for which the contract in effect proposed to compensate them.
*391 In addition, while according to Pelullo the final terms of the contract were fixed outside New York, with little negotiation, he concedes that the broad outline of the dealthe work the Largottas were to perform, and the mutual (if implicit) expectation that they would be compensatedhad been in established in a series of earlier conversations. During this time, at least one party to the conversations (Largotta) was always in New York, and for at least two relevant conversations Pelullo was in New York with him. The fact that Pelullo often was elsewhere during these conversations simply means that venue would also be proper in other locations, not that it is improper in New York. See, e.g., Schomann Int'l Corp. v. N. Wireless, Ltd., 35 F.Supp.2d 205, 213 (N.D.N.Y.1999) (finding that agreement negotiated by phone, fax and letter without face-to-face contact was "negotiated and executed in both New York and Iowa"); Sacody Techs., 862 F.Supp. at 1157 (stating that venue standard "may be satisfied by a communication transmitted to or from the district in which the cause of action was filed, given a sufficient relationship between the communication and the cause of action"). Thus, venue is proper in the Southern District of New York.
Turning to the motion to dismiss all claims against Pelullo in his personal capacity and to dismiss all tort claims against both defendants, plaintiff concedes these motions are well-founded and must be granted. See (as to personal claims) W. Joseph McPhillips Inc. v. Ellis, 278 A.D.2d 682, 683, 717 N.Y.S.2d 743 (3d Dep't 2000), and (as to the tort claims) N.Y. Univ. v. Continental Ins. Co., 87 N.Y.2d 308, 318, 639 N.Y.S.2d 283, 662 N.E.2d 763 (1995); Fesseha v. TD Waterhouse Inv. Servs., Inc., 305 A.D.2d 268, 269, 761 N.Y.S.2d 22 (1st Dep't 2003).
Accordingly, defendants' motion to dismiss or transfer for improper venue is denied, and defendants' motion to dismiss all claims against Pelullo in his personal capacity and to dismiss all tort claims against both defendants is granted.
SO ORDERED.
NOTES
[1]  However, his own witness acknowledges that Pelullo, Largotta and Siegel all attended a dinner in New York during this time at which Pellulo and Largotta discussed boxers. Tr. I at 11-12 (testimony of Henry Siegel).
[2]  There is no claim to venue based on any other provision.


                           NOT FOR PUBLICATION                            FILED
                    UNITED STATES COURT OF APPEALS                        MAR 13 2020
                                                                      MOLLY C. DWYER, CLERK
                                                                        U.S. COURT OF APPEALS
                            FOR THE NINTH CIRCUIT

CHANDRA ADAM; et al.,                            No.   18-55597

                Plaintiffs-Appellants,           D.C. No. 8:16-cv-01630-JLS-JCG

 v.
                                                 MEMORANDUM*
WELLS FARGO BANK, N.A.; et al.,

                Defendants-Appellees.

                   Appeal from the United States District Court
                       for the Central District of California
                   Josephine L. Staton, District Judge, Presiding

                             Submitted March 3, 2020**

Before:      MURGUIA, CHRISTEN, and BADE, Circuit Judges.

      Trina Adam, Chandra Adam, Dino Adam, and Luke Adam appeal pro se

from the district court’s judgment dismissing their diversity action alleging state

law claims arising from foreclosure proceedings. We have jurisdiction under 28

U.S.C. § 1291. We review de novo the district court’s dismissal under Federal

      *
             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).
Rule of Civil Procedure 12(b)(6). Kwan v. SanMedica Int’l, 854 F.3d 1088, 1093

(9th Cir. 2017). We may affirm on any ground supported by the record. Gordon v.

Virtumundo, Inc., 575 F.3d 1040, 1047 (9th Cir. 2009). We affirm.

         The district court properly denied plaintiffs’ motion to remand the action to

state court because the requirements for diversity jurisdiction were met. See 28

U.S.C. § 1332(a); Hunt v. Wash. State Apple Advert. Comm’n, 432 U.S. 333, 347

(1977) (“In actions seeking declaratory or injunctive relief, it is well established

that the amount in controversy is measured by the value of the object of the

litigation.”); Hunter v. Philip Morris USA, 582 F.3d 1039, 1042 (9th Cir. 2009)

(standard of review).

         Dismissal of plaintiffs’ claims under California Civil Code sections 2923.6

and 2923.7 was proper because plaintiffs failed to allege facts sufficient to state a

plausible claim. See Cal. Civ. Code § 2923.7(e) (discussing the nature of “single

point of contact”); § 2924.12 (where the trustee’s deed upon sale has not been

recorded, the only remedy is an action for injunctive relief to enjoin a material

violation of § 2923.6 or § 2923.7), § 2924g(c)(2) (requiring a new notice of sale

when sale proceedings are postponed for a period or periods totaling more than 365

days).

         Dismissal of plaintiffs’ negligence claim in the first amended complaint was

proper because plaintiffs failed to allege facts sufficient to show that defendants

                                            2                                   18-55597
breached any duty of care owed to them. See Lueras v. BAC Home Loans

Servicing, LP, 163 Cal. Rptr. 3d 804, 816 (Ct. App. 2013) (elements of a

negligence claim under California law); see also Ashcroft v. Iqbal, 556 U.S. 662,

678 (2009) (to avoid dismissal, “a complaint must contain sufficient factual matter,

accepted as true, to state a claim to relief that is plausible on its face” (citation and

internal quotation marks omitted)).

       The district court properly dismissed plaintiffs’ breach of contract claim in

the second amended complaint because plaintiffs failed to allege facts sufficient to

state a plausible claim. See CDF Firefighters v. Maldonado, 70 Cal. Rptr. 3d 667,

679 (Ct. App. 2008) (elements of a breach of contract claim under California law).

       The district court did not abuse its discretion by denying leave to amend

because amendment would have been futile. See Leadsinger, Inc. v. BMG Music

Publ’g, 512 F.3d 522, 532 (9th Cir. 2008) (setting forth standard of review and

explaining that the court need not grant leave to amend if 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).

       Plaintiffs’ request for judicial notice (Docket Entry No. 43) is denied.

       AFFIRMED.

                                            3                                      18-55597