Plaintiffs-appellants Vikas Goel and Rainforest Trading Ltd. (jointly, “plaintiffs”)
We reject the argument that' New York’s savings statute governs the timeliness of plaintiffs’ federal claims, but we are persuaded by plaintiffs’, seeond contention. Presented with documents extrinsic to the complaint' at the motion-to-dismiss stage, the District Court should háve either excluded the.documents or, pursuant to Federal Rule of Civil Procedure 12(d), treated the motions to dismiss as motions for summary judgment. Because it did neither, we must VACATE the judgment and REMAND for further proceedings.
BACKGROUND
This case arises out of an alleged fraud. According to the complaint, Goel founded and managed a computer-equipment distribution company called eSys Informatics, Ltd. (“eSys”). In 2006, he contracted to sell fifty-one percent of eSys’s shares to Teledata Informatics Pte. Ltd. (“Teleda-ta”), an Indian company purporting to be in the software business, at the price of $105 million. Goel alleges that Teledata was a sham operation; that it carried on no legitimate business; and that it was only through the connivance of defendants, who participated with Teledata in a complex scheme that involved illegal loans used to generate profits from interest-rate arbitrage, that Teledata was made to appear an attractive investment partner. All collapsed in the end, destroying the value of eSys and damaging plaintiffs to the tune of hundreds of millions of dollars.
Following , a 2009 fraud action brought by plaintiffs against Teledata and its affiliates in Singapore, a 2010 action brought by SBI, also in Singapore, to foreclose on eSys shares pledged as security on a loan, and a 2010 state-law action brought by plaintiffs against Bunge, Ltd., Bunge S.A., and defendant Anush Ramachandran in New York state court,
Defendants removed, then moved to dismiss under Federal Rule of Civil Procedure 12(b)(6), arguing, inter alia, that plaintiffs’ RICO claims were untimely under the applicable four-year statute of limitations. See Koch v. Christie’s Int’l PLC,
On appeal, plaintiffs advance a number of arguments in support of their central contention: that the District Court erred in dismissing their RICO claims as untimely. We agree with plaintiffs that the District Court improperly relied on materials outside the complaint at the motion-to-dismiss stage. Accordingly, we conclude that the judgment must be vacated and the cause-remanded.
DISCUSSION
Though our conclusion that the District Court erred in roaming outside the pleadings obviates the need to consider plaintiffs’ other, arguments, we pause to address their contention that this action is timely under New York’s savings statute, N.Y. C.P.L.R. § 205(a).
On this point, we agree with the District Court: New York’s savings statute is no help to plaintiffs. RICO is a federal law governed by a federal statute of limitations, and that statute of limitations is subject to federal, not state, tolling rules. See Riverwoods Chappaqua Corp. v. Marine Midland Bank, N.A.,
We reach a different conclusion with respect to the District Court’s reliance on documents outside the complaint on defendants’ motions to dismiss. A motion brought under Rule -12(b)(6) challenges .only the “legal feasibility” of a complaint. Global Network Commc’ns, Inc. v. City of New York,
We have recognized, however, that in some cases, a document not expressly incorporated by reference in the complaint is nevertheless “integral” to the complaint and, accordingly, a fair object of consideration on a motion to dismiss. A document is integral to the complaint “where the complaint relies heavily upon its terms and effect.” Chambers v. Time Warner, Inc.,
In deciding defendants’ motions to dismiss in this case, the District Court relied on-two sources extrinsic to the complaint: Goel’s deposition testimony from the 2010 New York, action and an affidavit Goel submitted in connection with the 2010 Singapore foreclosure proceeding. See Goel,
We cannot agree. It is true, as defendants emphasize, that1 plaintiffs “expressly allege[d] that [a] substantial portion of the facts described [in the complaint] was learned in the [New York action],” Bunge Defs.’ Br. at 32 (internal quotation marks omitted) (second alteration in original); true also, as the District Court stressed, that plaintiffs “filled the Complaint with allegations relying on and referencing the court filings and ‘sworn testimony’ from [the New York action] in order to detail .... how the scheme worked,” Goel,
As for the first, we fail to apprehend its significance. That Goel learned about the
As for the second, though plaintiffs’ complaint indeed refers to “sworn testimony” from the New York action, it does not refer to Goel’s sworn testimony. See, e.g., ,J.A. 32 ¶73 (referring to “the testimony of Bunge Ltd. officers”); J.A. 36 ¶ 93 (referring to “the testimony of Bunge representatives”); J.A. 36 ¶ 96 (referring to “sworn Bunge Ltd. testimony”); J.A. 37 ¶ 97 (referring to “[documents produced by Bunge”). • Much' less does it so heavily rely on the terms and effect of Go'el’s testimony that the deposition transcript may fairly be deemed integral to the complaint.
Of course, the Federal Rules of Civil Procedure contemplate • that when a district court is presented with materials outside the pleadings at'the motion-to-dismiss stage, circumstances sometimes favor their consideration. If the court wishes to take account of such materials, however, the Rules oblige it to “treat[ ] [the motion] as one for summary judgment under Rule 56” and give all parties “a reasonable opportunity to present all the material that is pertinent to the motion.” Fed.R.Civ.P. 12(d); see also Chambers,
In this case, the District Court “considered converting [defendants’] motion[s],” but ultimately decided against it. Gael,
CONCLUSION
In sum, we conclude. that the District Court erred by relying on materials outside the -pleadings in depiding defendants’ motions to dismiss.- We thus VACATE the judgments of August 7, 2015 and August 27, 2015 and REMAND for such further proceedings as may be appropriate in the circumstances.
Notes
. Most of plaintiffs’ claims in the New York case were dismissed for failure to state a claim, see Goel v. Ramachandran,
. We think it appropriate to reach this issue because resolving it in plaintiffs’ favor would put to rest the question of timeliness, rather than delaying its consideration until a later stage in the litigation — the result of today’s disposition.
. The District Court expressly declined to judicially notice the relevant facts recited in the documents, Goel,
. The connection between the complaint and Goel’s affidavit from the Singapore foreclosure action appears to be even more attenuated; the complaint mentions the Singapore proceeding only in passing. See J.A. 25 ¶ 38.
. We leave the question of SBI's immunity under the Foreign . Sovereign Immunities Act, ■28 U.S.C. § 1602 et seq, — which was not addressed below and which is far afield from the issue of timeliness — for the District Court to consider in the first instance.