CALLON PETROLEUM COMPANY, Plaintiff-Appellant, v. NATIONAL INDEMNITY COMPANY, Defendant-Appellee, James J. Wrynn, Intervenor Defendant-Appellee, 472 F. App'x 57

SUMMARY ORDER Callón Petroleum Company (“Callón”) appeals from the district court’s dismissal of its complaint pursuant to Federal Rule of Civil Procedure 12(c). We assume the parties’ familiarity with the underlying facts, procedural history, and specification of issues for review. “We review de novo a district court’s decision to grant a motion for judgment on the pleadings pursuant to Rule 12(c).” L-7 Designs, Inc. v.

Old Navy, LLC, 647 F.3d 419, 429 (2d Cir.2011). “As a general rule, reinsurance contracts are contracts of indemnity, which give the original assured no right of action against the reinsurer.” China Union Lines, Ltd. v. Am Marine Underwriters, Inc., 755 F.2d 26, 30 (2d Cir.1985). However, “New York law recognizes an exception if the reinsurance agreement contains a so-called ‘cut through’ provision granting policyholders a direct right of action against reinsurers, which is apparent on its face.” Jurupa Valley Spectrum, LLC v. Nat’l Indem. Co., 555 F.3d 87, 89 (2d Cir.2009). In this case, however,

Article 14 of the agreement at issue explicitly makes clear that third parties have no rights whatsoever under the agreement. Indeed, we have previously ruled that the very contract at issue in this case “explicitly provides that no one other than the reinsured shall have •any rights or remedies against the reinsurer.” Id. at 89. Therefore, the agreement at issue in this case does not provide Callón with a right of action against National Indemnity Company. Callón also claims on appeal that the district court erred by denying Callón the opportunity to amend its complaint.

Callón, however, does not even hint at why it believes that the district court erred in this regard. “To make a legal argument is to advance one’s contentions by connecting law to facts.... ” Sioson v. Knights of Columbus, 303 F.3d 458, 460 (2d Cir.2002). If an argument is not made, we need not guess as to what that argument might have been. See McCarthy v. S.E.C., 406 F.3d 179, 186 (2d Cir.2005) (“ [Arguments not raised in an appellant’s opening brief ... are not properly before an appellate court even when the same arguments were raised in the trial court.”).

Therefore, we do not consider, let alone decide the merits of, Callon’s claim that the district court erred by denying Callón leave to amend its complaint. Accordingly, the judgment of the district court hereby is AFFIRMED.