facts sufficient to state a claim. See Roy Allan Slurry Seal, Inc. v. Am. Asphalt

South, Inc., 388 P.3d 800, 803 (Cal. 2017) (setting forth elements of an intentional

interference with prospective economic advantage claim, including “the existence,

between the plaintiff and some third party, of an economic relationship that

contains the probability of future economic benefit to the plaintiff”). The district

3 21-55614 court did not abuse its discretion in denying Johnson leave to amend this claim

because amendment would have been futile. See Cervantes v. Countrywide Home

Loans, Inc., 656 F.3d 1034, 1041 (9th Cir. 2011) (setting forth standard of review

and stating that leave to amend may be denied where amendment would be futile).

The district court properly dismissed Johnson’s claims for breach of

fiduciary duty concerning misuse of corporate funds, and conversion, as barred by

claim preclusion because the claims were raised, or could have been raised, in a

prior state court derivative action that involved the same primary rights and parties,

or their privies, and resulted in a final judgment on the merits. See Robi v. Five

Platters, Inc., 838 F.2d 318, 323 (9th Cir. 1988) (“California law [] determine[s]

the res judicata effect of a California judgment.”); Boeken v. Philip Morris USA,

Inc., 230 P.3d 342, 348 (Cal. 2010) (setting forth elements of claim preclusion

under California law and explaining California’s primary rights doctrine); Fed’n of

Hillside & Canyon Ass’ns v. City of Los Angeles, 24 Cal. Rptr. 3d 543, 557 (Ct.

App. 2004) (claim preclusion “bars the litigation not only of issues that were

actually litigated but also issues that could have been litigated”). To the extent

Johnson’s claim for breach of fiduciary duty concerned indemnification, the

district court properly dismissed the claim because, as explained above, Johnson

was not entitled to indemnification.

We do not consider matters not specifically and distinctly raised and argued

4 21-55614 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).

We reject as meritless Johnson’s contention that the district judge was biased

against him.

All pending motions are denied.

AFFIRMED.

5 21-55614