May a court deciding on a Rule 12(b)(6) motion consider a contract attached as an exhibit to the complaint?

• A. Yes
• B. No
• C. Only if the contract is a controlling term or incorporated by reference
• D. Only with authenticated exhibits

Answer: (A)

When deciding a Rule 12(b)(6) dismissal, the court confines itself to the complaint and its attached exhibits, plus matters it can take judicial notice of. A contract that is attached as an exhibit to the complaint is part of the pleading itself, so the court may consider it to determine whether the plaintiff has stated a claim. This does not require the contract to be a controlling term or to be incorporated by reference in a separate sense—the attachment itself makes it part of the pleading for purposes of evaluating the complaint.

Authentication of the exhibit isn’t required at this stage; a court may look at the contract as attached to the complaint without treating it as an authenticated document. So, the contract attached to the complaint is permitted to be considered when ruling on the motion.