Chambers v. Time Warner, Inc.

Holding extrinsic materials were not "integral" to the complaint because the complaint "d[id] not refer to the[m]" and "plaintiffs apparently did not rely on them in drafting it"

Cortec Indus., Inc. v. Sum Holding L.P.

Holding 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) motion into one under Rule 56 is largely dissipated" and affirming the district court's consideration of a stock purchase agreement, offering memorandum, and stock warrant that were "integral to [plaintiffs'] complaint"

Kaufman v. Cohen

Holding that misrepresentations by one business partner to other partners about the value of a business interest was "essential" to completing the underlying misappropriation of a business opportunity

In re Sharp Intern. Corp.

Holding that plaintiff must satisfy specific pleading requirements of Rule 9(b) to state actual fraudulent transfer claim under New York law

Fletcher v. Atex, Inc.

Holding that the inclusion of descriptions of the parent-subsidiary relationship and the parent company's logo in the subsidiary's promotional literature did not justify piercing the corporate veil to reach the parent

Emergent Capital Inv. v. Stonepath Group, Inc.

Holding that, in a material misstatement or omission securities fraud action, plaintiffs must allege a price correction to adequately plead loss causation

Citibank v. Plapinger

Holding that although guarantors submitted sufficient evidence to support finding they signed guaranty in reliance on false statement bank was "committed to extend[ing] to the [borrower] an additional line of credit," guarantors' defense was foreclosed by language in guaranty providing that guarantors' obligations were "absolute and unconditional" irrespective of any "circumstance which might otherwise constitute a defense"

Schatz v. Rosenberg

Holding "that unless a relationship of `trust and confidence' exists between a lawyer and a third party, the federal securities laws do not impose on a lawyer a duty to disclose information to a third party"

In re Currency Conversion Fee Antitrust Litig.

Holding that the plaintiffs "failed to allege any facts to support their conclusion that the bank holding companies exercised such dominion and control over its subsidiaries" and explaining further that "[t]he unadorned invocation of dominion and control is simply not enough"

Kavowras v. New York Times Co.

Holding that claim accrued, at the latest, when union member filed NLRB charge against the union based on the same conduct alleged in the complaint

Rule 12 - Defenses and Objections: When and How Presented; Motion for Judgment on the Pleadings; Consolidating Motions; Waiving Defenses; Pretrial Hearing

Granting the court discretion to exclude matters outside the pleadings presented to the court in defense of a motion to dismiss

Rule 9 - Pleading Special Matters

Requiring that fraud be pleaded with particularity

Section 214 - Actions to be commenced within three years: for non-payment of money collected on execution; for penalty created by statute; to recover chattel; for injury to property; for personal injury; for malpractice other than medical, dental or podiatric malpractice; to annul a marriage on the ground of fraud

Providing for three-year statute of limitations for personal injury actions

Section 273 - Transfer or obligation voidable as to present or future creditor

Requiring contested transaction be made "by a person who is or will be thereby rendered insolvent"

Section 276 - Remedies of creditor

Providing that every conveyance with actual intent to defraud present or future creditors is fraudulent, irrespective of transferee's good faith (or lack thereof) or exchange of fair consideration

Section 274 - Transfer or obligation voidable as to present creditor

Section 278 - Extinguishment of claim for relief

Allowing creditors to pursue fraudulent conveyance claims "as against any person except a purchaser for fair consideration without knowledge of the fraud at the time of the purchase"

Section 40102 - Definitions

Defining "United States" to mean "the States of the United States, the District of Columbia, and the territories and possessions, including the territorial sea and the overlying airspace"

Section 9-620 - Acceptance of Collateral in Full or Partial Satisfaction of Obligation; Compulsory Disposition of Collateral

Section 9-201 - General Effectiveness of Security Agreement