On October 29, 2025, the North Carolina Supreme Court heard oral arguments in Turpin v. Charlotte Latin School to decide whether parents can proceed with a lawsuit against the private Charlotte school that expelled their two children in 2021. The Turpins asserted claims for breach of contract, unfair and deceptive trade practices, and defamation against Charlotte Latin and several school leaders and administrators. The trial court dismissed the case, and the Court of Appeals affirmed the trial court in a 2-1 decision.

The case attracted significant attention from state legislators and members of Congress, who filed an amici curiae brief in support of the appellants, along with various organizations supporting each side. The North Carolina Chamber Legal Institute (CLI) did not appear as amicus to support either party in the case and takes no position on the merits of the case. However, the oral arguments and particularly the discussion surrounding what materials the Court can consider at the Rule 12(b)(6)[1] motion to dismiss stage caught our attention.

Nearly half of the Court’s questions focused on an issue that was not briefed by either party: whether, at the 12(b)(6) motion to dismiss stage, the Court can consider the contract referenced in the complaint, rather than limiting itself to the complaint’s allegations.

“I was under the impression,” Justice Dietz remarked, “that it was sort of the universally accepted doctrine of the state that if a complaint alleges the existence of a valid contract, that in response, for example, in a 12(b)(6) motion, you could attach that contract to the motion to dismiss and say, ‘This contract, although it’s not in the four corners of the complaint, the document that’s the complaint in the case, can be considered because it’s referenced in the complaint.’ And so long as the plaintiff doesn’t say, ‘That’s not the contract’ as long as there is agreement that [it] is the contract, you can consider it.”

Justice Dietz continued, noting that “when . . .  looking at our jurisprudence, I did not see a Supreme Court case that’s ever endorsed that.” He asked counsel for the appellant, Chris Edwards, what appellant’s position was on whether that is in fact the law governing Rule 12(b)(6) motions.

Edwards responded that he thought it would be, acknowledging that he had not seen a Supreme Court case[2] about what it means to be “incorporated in” (sometimes referred to as “incorporated by reference”) for purposes of a Rule 12(b)(6) motion to dismiss, but recognizing the question of whether you attach the contract to the motion to dismiss, or whether the Court may look only to the contract terms alleged in the complaint.

Justice Dietz observed that in reviewing the case law, he thought perhaps that is not a good rule to have in North Carolina. He explained that when a plaintiff in its complaint alleges that it entered into a binding contract, identifies the terms of the contract, and alleges that the defendant breached those terms of the contract, to then allow the defendant to come in and ask the court to read the contract and argue “that’s not true” invites parties to fight over what the contract means and whether that’s in fact the contract.

He added that such a rule doesn’t seem consistent with the spirit of North Carolina’s pleadings requirement. “Should we be endorsing that principle that we look at the terms of the contract, or should we say what the contract says is what your complaint at this stage alleges the contract says, and it’s for past the Rule 12 stage before we dig into, ‘Okay, what does it actually look like?’”

Justices Allen and Earls also raised questions on the contract issue. The Justices line of questioning surrounding this long-standing and common practice in the Business Court, trial courts, and appellate courts in North Carolina—and courts around the country—is potentially troubling for our state’s legal climate, especially considering that this issue was not even briefed by the parties.

It’s one thing if parties are arguing over the terms of the contract. However, when the contract is clear on its face, and authenticity of the contract is undisputed, then the interpretation of its terms presents a question of law that is appropriately decided on a Rule 12(b)(6) motion to dismiss. However, if the authenticity of the contract is disputed, or if the terms of the contract are ambiguous, then the issue becomes one of fact and dismissal at the 12(b)(6) stage would be improper, at least on the grounds that the contract shows the plaintiff has no claim as a matter of law.

Litigants rely on the ability to attach an undisputed, signed contract to a Rule 12(b)(6) motion in order to efficiently litigate the merits and resolve whether the contract’s terms defeat the claims alleged in the complaint. To remove courts’ ability to consider the contract, when that contract’s authenticity is undisputed and the complaint itself relies on the terms referenced would significantly change North Carolina’s jurisprudence on motions to dismiss—and would not improve the efficiency of our courts or the health of our legal climate.

 

[1] North Carolina Rule 12(b)(6) allows a defendant to file a motion to dismiss a lawsuit for the plaintiff’s “failure to state a claim upon which relief can be granted.” This motion can be granted if the complaint is legally insufficient because it fails to allege all the necessary elements of a claim, doesn’t plead enough facts to support the claim, or contains facts that defeat the claim as a matter of law.

[2] While there is no Supreme Court case directly addressing the issue, the North Carolina Court of Appeals has held that “when ruling on a Rule 12(b)(6) motion, a court may properly consider documents which are the subject of a plaintiff’s complaint, and to which the complaint specifically refers even though they are presented by the defendant.” Oberlin Capital, L.P. v. Slavin, 147 N.C. App. 52, 60, 554 S.E.2d 840, 847 (2001).