Vanderbilt Income & Growth Associates, L.L.C. v. Arvida/JMB Managers, Inc.

HOLLAND, Justice:

In this appeal of a dismissal for failure to state a claim under Chancery Court Rule 12(b)(6), we decide that a trial court may not rely on matters outside the pleadings for the substantive interpretation of documents determining material rights of a party. If such documents are considered by the trial court, the motion to dismiss is converted into a motion for summary judgment. Before the motion for summary judgment is decided, discovery must be permitted, even if limited.

The plaintiffs-appellants, Vanderbilt Income and Growth Associates, L.L.C. and Raleigh Capital…