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Venture Assocs. Corp. v. Zenith Data Sys. Corp. - 987 F.2d 429 (7th Cir. 1993)


Fed. R. Civ. P. 10(c) provides that a copy of any written instrument which is an exhibit to a pleading is a part thereof for all purposes, and that Rule is permissive in nature. A plaintiff is under no obligation to attach to her complaint documents upon which her action is based, but a defendant may introduce certain pertinent documents if the plaintiff fails to do so. Documents that a defendant attaches to a motion to dismiss are considered part of the pleadings if they are referred to in the plaintiff's complaint and are central to her claim.


Appellant buyer and appellee seller negotiated for the sale of a certain company to appellant. Negotiations continued, and the parties had a "letter of intent" prepared which provided that good faith negotiations would continue and that the proposed sale was subject to the preparation of a mutually satisfactory purchase agreement. Drafts of such an agreement were prepared but none were finalized because appellee requested that appellant pay more money. When negotiations ceased, appellant sued appellee for breach of contract and of the promise to negotiate in good faith. The trial court denied appellant's motion to exclude materials showing negotiations and granted appellee's motion to dismiss. Appellant challenged that ruling. The appellate court affirmed as to all claims other than whether the agreement to negotiate in good faith was breached, and remanded on that issue alone.


Did the trial court err in denying appellant buyer’s motion to exclude documents which showed negotiations between appellant and appellee seller?




Appellee seller attached to its motion to dismiss its proposed letter of intent and the related letters by which the parties agreed to be bound by its terms, all of which were referred to in the complaint. These documents were central to appellee’s claim as they constituted the core of the parties' contractual relationship. Accordingly, the trial court did not err in refusing to exclude the attached documents.

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