Cortec Industries, Inc. v. Westinghouse Credit Corp.

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 | 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 | each party to a lawsuit generally responsible for payment of his or her own lawyers’ bill | Court may consider documents neither incorporated by reference nor attached to the complaint where the plaintiff "had ... [the documents] either in its possession or had knowledge of ... [them] and upon which [documents] they relied in bringing suit.” | the court considered documents that were attached to the motion to dismiss because the debtor had notice of the facts contained within the documents and the debtor relied on such facts in forming the complaint | violation of unambiguous federal statute and implementing regulations | documents must be integral to the complaint