12/12/96 Vanderbilt Income And Growth Associates V‪.‬

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.