Jackson v. Cabinet for Human Resources of Kentucky

reasoning that parties are on notice of potential conversion when either party submits affidavits or other extrinsic material | submissions of materials outside the pleadings put parties on notice that motion to dismiss may be treated as motion for summary judgment | inquiry is whether parties should reasonably have recognized possibility that motion might be converted or were taken by surprise and deprived of reasonable opportunity to meet facts outside pleadings | with a “take or pay” contract, buyer can perform in either one of two ways: “It can either (1) take the minimum purchase obligation of natural gas (and pay) or (2) pay the minimum bill.” | essential inquiry in converting Rule 12 motion to dismiss into a Rule 56 motion for summary judgment is whether parties reasonably recognize the possibility of conversion or were deprived of a reasonable opportunity to meet facts outside the pleadings. | challenge by adult book store owners to municipal redevelopment project | “The dis trict court’s conversion of a Rule 12(b)(6 | take-or-pay contracts impose alternative obligations