Cortec Industries, Inc. v. Westinghouse Credit Corp.

How later courts describe this case

• holding that district court may consider stock purchase agreement, offering memorandum, and warrant, on a motion to dismiss, even though these material were not attached to the complaint
• noting that the court may also consider documents upon which the complaint relies and which are integral to the complaint
• finding that leave may be denied where amendment would be futile
• Noting that “[w]here plaintiff has actual notice of all the information in the movant’s papers and has relied upon these documents in framing the complaint the necessity of translating a Rule 12(b)(6) motion into one under Rule 56 is largely dissipated.”
• approving district court's consideration of stock purchase agreement and warrant that neither were attached as exhibits to the complaint nor publicly filed because plaintiffs had notice of the documents and they were integral to the complaint
• "[T]he complaint is deemed to include any written instrument attached to it as an exhibit or any statements or documents incorporated in it by reference.”
• plaintiff had notice of stock purchase agreements and other SEC-required documents introduced by defendant on motion to dismiss
• document on which plaintiffs rely may be considered upon a motion to dismiss