Legal Memorandum: Motion to Dismiss and Summary Judgment

Issue: Under the Federal Rules of Civil Procedure, what is the distinction between dismissal for failure to state a claim and summary judgment in a claim for breach of a duty of good faith?

Federal Rule of Civil Procedure 12(b)(6) governs motions to dismiss for failure to state a claim upon which relief may be granted.  “In considering a Rule 12(b)(6) motion, the Court may dismiss a complaint if it appears certain the plaintiff cannot prove any set of facts in support of its claims which would entitle it to relief.”  Mruz v. Caring, Inc., 39 F. Supp. 2d 495, 500 (D.N.J. 1999) (Orlofsky, J.) (citing Ransom v. Marrazzo, 848 F.2d 398, 401 (3d Cir. 1988)). “While all well-pled allegations are accepted as true and reasonable inferences are drawn in the plaintiff’s favor, the Court may dismiss a complaint where, under any set of facts which could be shown to be consistent with a complaint, the plaintiff is not entitled to relief.”  Id. (citing Gomez v. Toledo, 446 U.S. 635, 636 (1980); Schrob v. Catterson, 948 F.2d 1402, 1405 (3d Cir.1991); Markowitz v. Northeast Land Co., 906 F.2d 100, 103 (3d Cir.1990)); see also Hishon v. King & Spalding, 467 U.S. 69, 73 (1984); Conley v. Gibson, 355 U.S. 41, 45-46 (1957).  In deciding a motion to dismiss, this Court ordinarily may consider only the four corners of the pleadings.  Fed. R. Civ. P. 12(b).  If the Court considers any other matter, it must dispose of the motion under the provisions of Rule 56.  Fed. R. Civ. P. 12(b); Rose v. Bartle, 871 F.2d 331, 340 (3d Cir. 1989).