Christopher Gorog v. Best Buy Co., Inc., 760 F.3d 787

Gorog was CEO of Roxio, which in 2002 acquired Napster assets and re-branded Napster under Roxio.
In 2008, Best Buy purchased Napster and sought to retain Gorog and other Napster executives.
Gorog entered into an Employment Agreement with Napster (a Best Buy subsidiary) and an Award Agreement detailing a $2,925,000 performance award.
The Award Agreement allowed a performance award based on meeting performance targets at four dates during a defined period.
On December 31, 2009, Gorog resigned and signed a Separation Agreement stating termination without cause and waiving claims to a performance award, but preserving eligibility for the Award Agreement’s terms.
In fall 2011, Best Buy sold Napster to Rhapsody, which ceased Napster operations; Gorog amended his complaint to add Napster as a defendant; the district court dismissed the breach-of-contract claim for failure to state a claim under the exclusive provision that applied given Gorog’s termination without cause.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the district court properly treated the motion to dismiss as not converting to summary judgment.	Gorog argues 12(d) conversion required discovery.	Best Buy argues the court relied on pleadings and embraced contracts; no conversion was required.	No improper conversion; reliance on the Award Agreement embraced by the complaint was allowed.
Whether Gorog’s breach claim is foreclosed by the mutual exclusivity of the forfeiture/acceleration provisions.	Gorog contends 2.4(c) allows a reward upon Napster sale regardless of termination.	Best Buy contends 2.4(a)-(d) are mutually exclusive; 2.4(c) describes termination upon sale.	Gorog not entitled to 2.4(c); provisions are mutually exclusive and 2.4(b) governs if termination without cause, which Gorog did not allege Napster met.

Casazza v. Kiser, 313 F.3d 414 (8th Cir. 2002) (motion to dismiss for lack of evidence with outside materials may be treated as summary judgment if appropriate)
Missouri ex rel. Nixon v. Coeur D’Alene Tribe, 164 F.3d 1102 (8th Cir. 1999) (when outside materials are presented, rule 12(d) governs conversion)
BJC Health Sys. v. Columbia Cas. Co., 348 F.3d 685 (8th Cir. 2003) (contracts and extrinsic documents can be considered on a 12(b)(6) motion if embraced by the complaint)
Ashanti v. City of Golden Valley, 666 F.3d 1148 (8th Cir. 2012) (contracts incorporated into complaint may be considered on a motion to dismiss)
Mattes v. ABC Plastics, Inc., 323 F.3d 695 (8th Cir. 2003) (contract documents embraced by complaint may be examined on dismissal)
Stahl v. U.S. Dep’t of Agric., 327 F.3d 697 (8th Cir. 2003) (contract language may be construed in light of the entire agreement)