In Johnson v. Student Funding Group and Sergio Sotolongo, C.A. No. N14C-08-098-ALR (Rocanelli, J.) (Order dated January 26, 2015), the Delaware Superior Court provided a comprehensive and useful overview of the legal standard for converting a motion to dismiss into a motion for summary judgment when the motion relies on information outside the pleadings.  The defendants in this breach of contract case had attached two documents to their Motion to Dismiss for Failure to State a Claim: (1) an agreement ("EEA") that was not attached to the plaintiff's Complaint, but was incorporated by reference into the main agreement at issue (the "DCA," which was attached to the plaintiff's Complaint); and (2) an Affidavit from defendant Sergio Sotolongo.  Thus, the Court was required to decide whether to convert the motion to dismiss into a motion for summary judgment.

The Court began by reciting the familiar legal standard:

  • "Generally, the Court will not consider matters outside the pleadings when considering a motion to dismiss.  However, if a party presents extraneous documents in support of its motion to dismiss, it is within the Court's discretion to include or exclude the extraneous documents from its consideration.  If the Court excludes the extraneous documents from its consideration, the motion to dismiss is preserved.  On the other hand, if the Court considers the extraneous documents, the Court shall treat the motion to dismiss as a motion for summary judgment, unless an exception applies."
  • "The first exception is when the document is integral to the complaint...[t]he second exception is when the document is not being relied upon to prove the truth of its contents."

Next, the Court analyzed the two documents that the defendants attached to their motion to dismiss:

  • "Here, consideration of the extraneous documents requires conversion of the motion to dismiss to a motion for summary judgment because neither exception applies."
  • "While Plaintiff's complaint does incorporate the EEA by reference, the Court finds that the EEA is not integral to Plaintiff's claim because Plaintiff's claim alleges breach of the DCA, the contract succeeding the terminated EEA."
  • "Likewise, Defendants submitted an affidavit of Defendant Sergio Sotolongo, seeking to verify the contents and truth of the EEA."

The Court then decided, in its discretion, to exclude the documents from its consideration of Defendants' motion to dismiss, stating that "[i]f Defendants want the Court to consider the extraneous documents, Defendants may file a motion for summary judgment."

Finally, the Court denied the defendants' motion to dismiss for failure to state a claim, concluding that the plaintiff's Complaint is "well-pleaded" and states a claim upon which relief may be granted.

In sum, this case provides a useful overview of the legal standard for converting a motion to dismiss into a motion for summary judgment, and how that standard applies.

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