failure to disclose certain facts should be honored by the Defendants themselves. Sazerac seeks $ 200,000 in damages.
The Defendants contend that the action should be dismissed as the Sazerac's claims hinge on the unsupported theory that there is a legal relationship between Sazerac and the Defendants. In the alternative, the Defendants move for joinder of Takara on the theory that it is a necessary party whose party is required for the prosecution of this action.
The motion was filed on May 5, 1994. Oral argument on the motion was heard on June 22, 1994, and it was considered fully submitted at that time.
On a Rule 12(b)(6) motion to dismiss, the factual allegations of the complaint are presumed to be true and all factual inferences must be drawn in their favor and against the defendants. See Scheuer v. Rhodes, 416 U.S. 232, 236, 40 L. Ed. 2d 90, 94 S. Ct. 1683 (1974); Cosmas v. Hassett, 886 F.2d 8, 11 (2d Cir. 1989); Dwyer v. Regan, 777 F.2d 825, 828-29 (2d Cir. 1985). Accordingly, the factual allegations considered here are taken from the Plaintiffs' Amended Complaint and do not constitute findings of fact by the Court. They are presumed to be true only for the purpose of deciding the present motions.
Rule 12(b)(6) also imposes a substantial burden of proof upon the moving party. A court may not dismiss a complaint unless the movant demonstrates "beyond doubt that the plaintiff can prove no set of facts in support of his claim which would entitled him to relief." Conley v. Gibson, 355 U.S. 41, 45-46, 2 L. Ed. 2d 80, 78 S. Ct. 99 (1957); accord Hishon v. King & Spalding, 467 U.S. 69, 73, 81 L. Ed. 2d 59, 104 S. Ct. 2229 (1984) (quoted in H.J., Inc. v. Northwestern Bell Tel. Co., 492 U.S. 229, 250, 106 L. Ed. 2d 195, 109 S. Ct. 2893 (1989)).
In the event that a plaintiff alleges a claim based on a written instrument, as is the case here, the court may consider such an instrument in ruling on a Rule 12(b)(6) motion even if it was not attached to the complaint and made a part thereof under Rule 10(c), Fed. R. Civ. P. See Cortec Indus., Inc. v. Sum Holding L.P., 949 F.2d 42, 47 (2d Cir. 1991) ("Cortec") (considering publicly filed disclosure documents), cert. denied, U.S. , 112 S. Ct. 1561 (1992); I. Meyer Pincus & Assoc., P.C. v. Oppenheimer & Co., 936 F.2d 759, 762 (2d Cir. 1991) ("I. Meyer Pincus") (considering a prospectus).
Additionally, if the allegations of a complaint are contradicted by documents made a part thereof, the document controls and the court need not accept as true the allegations of the complaint. See Feick v. Fleener, 653 F.2d 69, 75 & n.4 (2d Cir. 1981); United States ex rel. Sommer v. Dixon, 524 F. Supp. 83, 85 (N.D.N.Y. 1981), aff'd per curiam, 709 F.2d 173 (2d Cir.), cert. denied, 464 U.S. 857 (1983). Following the logic of Cortec and I. Meyer Pincus, this rule also applies to the instruments supplied by the Defendants in support of their Rule 12(b)(6) motion to dismiss.
I. Sazerac Is Not a Third-Party Beneficiary to the SPA