Feliciano-Munoz v. Rebarber-Ocasio, 970 F.3d 53

In December 2014 Feliciano bought 80% of Air America, Inc. (SPA price $1.3M; $250,000 deferred, secured by lien). The SPA contained an integration clause and provisions for seller indemnity/reimbursement of unrecorded pre-closing expenses.
Prior to signing seller (Rebarber) provided spreadsheets and denied mechanical inspections; Feliciano engaged accountants and an aviation consultant and performed only visual inspections.
Within days after closing Feliciano discovered maintenance issues that required repairs and grounding costs; he later set off the $250,000 payment and sued for breach of contract and incidental deceit (dolo).
District court treated defendant’s motion for summary judgment as a Rule 12(b)(6) motion, dismissed the breach claim as inadequately pleaded, and granted summary judgment for defendant on the dolo claim (finding no reasonable reliance).
First Circuit held the district court abused its discretion by converting the summary-judgment motion into a dismissal as to the breach claim, vacated and remanded that part for resolution under the summary-judgment standard, but affirmed summary judgment for defendant on the incidental-dolo claim.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether district court properly treated a fully developed summary-judgment motion as a Rule 12(b)(6) motion and dismissed the breach claim	Feliciano said complaint adequately identified SPA clauses breached, specific facts, and damages—so breach claim pleaded and should be decided on summary judgment	Rebarber relied on record evidence and urged deceit framing; district court characterized pleadings as effectively alleging deceit	Court: Abuse of discretion to convert; vacated dismissal and remanded breach claim for summary-judgment review
Whether incidental dolo (deceit) survives summary judgment (reasonable reliance element)	Feliciano said he reasonably relied on seller’s representations and was prevented from mechanical inspection, so reliance was reasonable	Rebarber argued Feliciano was an experienced buyer who retained consultants, received documentation, knew deal was intended "as is," so reliance was unreasonable	Court: Affirmed summary judgment for Rebarber—no genuine issue of material fact on reasonable reliance

Ríos-Campbell v. U.S. Dep't of Com., 927 F.3d 21 (1st Cir. 2019) (district court may abuse discretion by converting summary-judgment motion into Rule 12(b)(6) motion)
Celotex Corp. v. Catrett, 477 U.S. 317 (1986) (party seeking summary judgment bears the initial burden of showing absence of genuine dispute)
Ashcroft v. Iqbal, 556 U.S. 662 (2009) (plausibility standard for Rule 12(b)(6) motions)
Tang v. Citizens Bank, N.A., 821 F.3d 206 (1st Cir. 2016) (summary-judgment standard and drawing inferences for nonmovant)
Portugués-Santana v. Rekomdiv Int'l, 657 F.3d 56 (1st Cir. 2011) (incidental dolo requires reasonable and foreseeable reliance)
Citibank Glob. Markets, Inc. v. Rodríguez Santana, 573 F.3d 17 (1st Cir. 2009) (sophisticated-party concept relevant in dolo cases)