Gordon Ball, et al. v. Patrick W. Pendley, et al.

This case presents a recurring and important question concerning the limits of incorporation-by-reference doctrine at the Rule 12(b)(6) pleading stage. Federal courts increasingly consider contracts, recordings, reports, videos, and other materials outside the complaint without converting motions to dismiss into summary-judgment proceedings under Rule 56. The courts of appeals, however, apply different approaches regarding the extent to which incorporated materials may be used to override well-pleaded allegations and competing inferences arising from exhibits attached to the complaint under Rule 10(c). Petitioners contend the decision below improperly resolved disputed contractual meaning and competing factual inferences against them before discovery. Federal courts nevertheless increasingly invoke incorporation-by-reference doctrine to consider documents outside the complaint without converting motions to dismiss into summary judgment proceedings under Rule 56. The courts of appeals are divided regarding whether incorporated documents may be treated as substantively true and used to override contrary factual allegations and plaintiff-attached Rule 10(c) exhibits, which adversely affects plaintiffs and results in persistent doctrinal inconsistency and confusion. The questions presented are: 1. Whether, on a Rule 12(b)(6) motion, a court may treat documents incorporated by reference as controlling over contrary factual allegations and exhibits attached to the complaint under Rule 10(c).