OPINION
Through a series of transactions and agreements between 1999 and 2002, Defendants JP Morgan Chase Bank, N.A., and JP Morgan Chase & Co. (collectively, “JP Morgan”), served as the agent for a consortium of lenders that advanced credit to Venture Holdings Company, LLC (“Venture”), which was owned by Plaintiffs Larry J. Winget and the Larry J. Winget Living Trust (collectively, ‘Winget”). In 2002, JP Morgan and Winget executed the most recent and significant amendment to their original credit agreement, and, at the same time, also executed guarantees and pledges of collateral. These documents allowed JP Morgan significant access to Winget’s companies, both Venture and its subsidiaries. As Venture’s financial situation deteriorated and the company initiated bankruptcy proceedings, JP Morgan and the other lenders sought increasingly greater control over Winget’s companies, eventually resulting in the takeover of one of Venture’s subsidiaries. In an alleged attempt to force Winget into a financial settlement, JP Morgan and Defendants Black Diamond Commercial Finance, LLC, and Black Diamond Capital Management Living Trust (collectively, “Black Diamond”) (collectively, JP Morgan and Black Diamond are the “Defendants”) installed managers at Venture’s subsidiaries that acted to significantly devalue the company’s assets and initiate additional bankruptcy proceedings. Eventually, the assets of Venture and its subsidiaries were sold pursuant to Section 363 of the Bankruptcy Code. Winget brought its present claims of breach of the guaranty and pledge agreements and requests for declaratory judgments, following a suit by JP Morgan, which sought inspection of the collateral. The district court dismissed Winget’s complaint (the “Complaint”), holding that Winget’s claims were barred by res judicata, and premature to the extent that they were claims regarding future attempts to repossess collateral. Without seeking leave of the court, Winget filed an amended complaint, which the district court struck. After filing, and losing, *568 a motion for reconsideration, Winget appealed.
Winget now argues that the district court erred in (i) dismissing the Complaint without granting Winget leave to amend; (ii) striking Winget’s amended complaint; (iii) failing to apply the correct standard of review when it dismissed the Complaint; (iv) looking to bankruptcy court orders in dismissing the Complaint; (v) not giving Winget the benefit of every inference from the allegations in the Complaint; (vi) ignoring Winget’s defensive claims as a guarantor; (vii) holding that Winget’s claims were barred by the April 2005 bankruptcy sale order; and (viii) holding that the claims asserted in the Complaint were premature.
We AFFIRM.
FACTUAL AND PROCEDURAL BACKGROUND
I. The Winget Companies
Beginning in the 1970s, Winget developed, owned, and controlled a network of companies that supplied plastic parts to automobile manufacturers. The backbone of this network was two companies, their affiliates, and subsidiaries: Venture and Deluxe Pattern Corporation (“Deluxe”). Winget personally owned, either directly or indirectly, one hundred percent of the equity of both Venture and Deluxe. Aside from Venture and Deluxe, Winget also owned P.I.M. Management Co. (“P.I.M.”), a Michigan corporation, and Venco # 1, LLC (‘Venco”), a Michigan limited liability company. In 1995, Winget purchased a foreign company that became Venture Asia Pacific (“Venture AP”), the stock of which P.I.M. held. At the time of this agreement, P.I.M. and Venco had a market value of approximately $250 million.
II. The Eighth Amendment, Winget Pledge, and Winget Guaranty
On May 27, 1999, a consortium of lenders consisting of JP Morgan, other banks, investment companies, and hedge funds (collectively, the “Lenders”) provided credit to Venture pursuant to a credit agreement (the “Credit Agreement”). The parties subsequently amended the Credit Agreement eight times. The most recent, and only pertinent amendment here, was the Eighth Amendment (the “Eighth Amendment”), which was dated October 22, 2002, and executed in connection with a complex “workout” negotiation initiated as a result of the rapid financial deterioration of Venture and significant default under the Credit Agreement.
a. The Eighth Amendment
Pursuant to this agreement, the Lenders “agreed (1) temporarily not to exercise available rights against Venture and the collateral supporting the loans, and (2) to extend further credit to Venture.” In exchange for these terms and the extension of additional credit, Winget agreed to provide additional collateral to support the repayment of Venture’s debt, and agreed to additional guaranties. Winget, P.I.M., Venco, and Deluxe all entered into separate guaranty agreements wherein each independently guaranteed certain collateral, which included stock in P.I.M. and Ven-co, and the collateral was pledged pursuant to pledge agreements. In some cases, these guaranties were enforceable solely through the stock from P.I.M. and Venco, as both companies pledged their respective interests in Venture AP and Venture Holdings. These guaranties were formalized in the Winget Guaranty, the Winget Pledge, and the Consortium Pledge, which were executed concurrently with the Eighth Amendment (collectively, all four documents are the “Guaranty Documents”).
*569 b. The Winget Guaranty, Winget Pledge, and Consortium Pledge
In the Winget Guaranty, executed October 21, 2002, Winget guaranteed Venture’s debt, but the document limited Winget’s personal exposure, as JP Morgan’s only recourse for payment on the Winget Guaranty was foreclosure on certain pledged stock, including P.I.M. and Venco’s stock. JP Morgan was required to pursue any foreclosure under the Winget Guaranty pursuant to the terms of the Winget Pledges. The Winget Guaranty limited Winget’s personal exposure to approximately $30 million.
The Winget Pledge, also executed October 21, 2002, significantly increased the amount of collateral available to the Lenders by covering Winget’s equity interest in nine of its companies, which were under Deluxe’s corporate umbrella. That same day, Winget also executed another pledge agreement that covered Winget’s interests in P.I.M. and Venco (the “Consortium Pledge”).
c. The Last Resort Conditions
As part of the Guaranty Documents, the Lenders included language that Winget refers to as the “Last Resort Conditions.” The relevant portions of the Last Resort Conditions read:
Notwithstanding anything herein or elsewhere to the contrary, [JP Morgan] shall not exercise any rights or remedies under this Pledge Agreement until all reasonable efforts shall have been made by it to collect the Obligations from other collateral held by [JP Morgan] ... it being intended that the Collateral provided by this Pledge Agreement shall be realized upon by [JP Morgan] only as a last resort.
Notwithstanding anything herein or elsewhere to the contrary, no action will be brought for the repayment of the Guaranteed Obligations under this Guaranty and no judgment therefore will be obtained or enforced against Larry Win-get other than with respect to the Pledged Stock in accordance with the provisions of the related Pledge Agreements, provided that the Guarantor shall be fully and personally liable for any damages arising from any violations of any of the agreements of the Guarantor herein in favor of the Lenders.
[Notwithstanding any other provision in this Pledge Agreement or elsewhere, in the event (i) that [JP Morgan] receives for application on the Obligations an amount of not less than $50,000,000 from the sale or financing of [Venture AP] or [Venture Holdings] operations or from one or more outsider sources ... the obligations of the Pledgor hereunder shall be deemed satisfied and the pledge created hereby shall be terminated.
Aside from these three provisions, the Guaranty Documents also allegedly limited Winget’s ability to operate Venco, P.I.M., and their subsidiaries through the use of affirmative and negative covenants. The result of the provisions was that the Guaranty Documents were only enforceable from the proceeds of the sale of the interests in the pledged companies, namely Deluxe, P.I.M., Venco, and their subsidiaries (collectively, the “Pledged Companies”), and the Lenders could not attempt to enforce the Guaranty Documents until they had made all reasonable efforts to exhaust the collateral aside from the interests in the Pledged Companies. At any time, Winget could terminate the Guaranty Documents by tendering $50 million to JP Morgan for the benefit of the Lenders.
III. The Contribution Agreement and Bankruptcy Proceeding
On March 28, 2003, Venture and its subsidiaries filed for Chapter 11 bankruptcy *570 in the Eastern District of Michigan (the “Bankruptcy Proceeding”). In order to allow Venture to exit the Bankruptcy Proceeding, Winget began negotiations with the Lenders, the result of which was an agreement (the “Contribution Agreement”), which was executed on September 23, 2003.
The Contribution Agreement called for a reorganization of Winget’s companies, whereby Deluxe, P.I.M., Venco, and their subsidiaries would fall under the umbrella of Venture. Winget agreed to this restructuring in exchange for one hundred percent of the equity in the newly restructured Venture. Under the Contribution Agreement, Winget was not required to agree to exit financing in an amount exceeding $85 million. Winget argued that its amount was critical to maintaining Venture; any amount under $85 million would provide Venture with insufficient liquidity to run the company, and any amount above $85 million would require payments that Venture would be unable to satisfy.
As the Bankruptcy Proceeding commenced, Black Diamond became the debt- or-in-possession lender to Venture, financing the company’s operation during the Bankruptcy Proceeding. In taking this position, Black Diamond acquired substantial interests from the Lenders, including JP Morgan’s interest in its capacity as a lender.
In the months following the commencement of the Bankruptcy Proceeding, the Defendants began to negotiate with Venture and the unsecured creditors, without Winget’s participation, to create another plan that would enable exit financing exceeding $85 million. Winget maintained that any such plan would be unenforceable per the terms of the Contribution Agreement, and alleged that with this knowledge, and Winget’s expected rejection of a new plan, the Defendants formulated a “scheme” to coerce Winget into participation (the “Scheme”).
IV. The Scheme
Winget alleged that the Defendants created the Scheme to coerce Winget to contribute its interests in the Pledged Companies to the Lenders’ collateral pool. Winget claimed that the Scheme was motivated by the Pledged Companies’ market value of $250 million, which Winget believed the Defendants hoped to use as part of a foreclosure sale to satisfy Black Diamond and many of the Lenders. Win-get alleged that the following were the principal components of the Scheme:
(i) the Defendants’ agreement in April 2004 to provide Venture with financing to fund legal fees for a lawsuit against Winget purporting to seek $300 million;
(ii) “threats” by Black Diamond to stop making debtor-in-possession loans to Venture unless Deluxe filed a bankruptcy petition;
(iii) executing proxies to vote the shares of Deluxe as attorney-in-fact for Win-get and voting those proxies to replace the directors of those companies with the Defendants’ own nominees;
(iv) immediately upon taking control of Deluxe, removing Winget and others from management, replacing them with “inexperienced management” and committing to enforce the Contribution Agreement; and
(v) seeking enforcement of the Contribution Agreement for exit financing in an amount in excess of $85 million.
Winget further maintained that during a one-week period in May 2004, the Defendants and their attorneys drafted documents that allowed the Lenders to take over the control of Deluxe. In total, the documents (i) allowed the Lenders to re *571 move the directors of Deluxe, (ii) installed new directors and managers chosen by the Defendants, and (iii) absolved these new directors of any liability resulting from the execution of the Defendants’ directives. Winget claimed once in position, these new directors, who lacked experience in the automotive industry, began performing actions that devalued Deluxe to the extent that on May 24, 2004, Deluxe joined Venture in the Bankruptcy Proceeding, which was contemporaneous with the filing of an amendment to the Contribution Agreement. At the time of the filing, the combined value of the Pledged Companies and Venture’s assets exceeded the debt Winget owed to the Lenders.
This amendment to the Contribution Agreement allowed for $125 million in exit financing. Winget objected and refused to perform the Contribution Agreement due to this amendment. On January 21, 2005, the bankruptcy court ordered the Contribution Agreement unenforceable against Winget due to the exit financing condition.
V. The Bankruptcy Court Order
On April 19, 2005, the bankruptcy court ordered the sale of substantially all of Venture and Deluxe’s assets pursuant to Section 363 of the Bankruptcy Code (the “Sale Order”). The sale commenced in May 2005, and the proceeds of the sale were applied to Venture’s outstanding balance under the Credit Agreement. Following the sale, however, a large amount of Venture’s debt remained outstanding under the Credit Agreement.
VI. Procedural History
a. JP Morgan Chase Bank, N.A. v. Winget
On October 28, 2005, JP Morgan brought suit against Winget to (i) enforce its rights to monitor certain collateral under the Winget Guaranty, and (ii) obtain a declaratory judgment that it had satisfied the Last Resort Conditions. On June 29, 2006, after Winget filed an answer, affirmative defenses, and counterclaims, the district court ordered Winget’s counterclaims severed from JP Morgan’s suit and litigated in a parallel proceeding. The district court then declined to entertain the declaratory judgment claim, upon which JP Morgan moved for judgment on the pleadings on its claim for specific performance of its rights under the Guaranty Documents to monitor the pledged collateral. Winget appealed this decision and we affirmed the district court’s decision.
JP Morgan Chase Bank, N.A. v. Winget,
b. The Present Case
After the district court severed Winget’s counterclaims, Winget filed the Complaint on August 3, 2006. Winget asserted four counts in the Complaint. In Count One, Winget alleged that the Defendants breached the Guaranty Documents and Winget sought a declaration that it was no longer bound by its obligations under the Guaranty Documents. In Count Two, Winget sought a declaratory judgment to redefine and interpret the Last Resort Conditions. In Count Three, Winget sought damages for alleged impairment of collateral, namely impairment of Deluxe’s value. In the final count, Count Four, Winget again asserted impairment of collateral, but asked the court to hold that the Lenders be allowed to purchase Win-get’s interest in Deluxe at its fair market value as of May 21, 2004.
On February 14, 2007, after the Defendants filed motions to dismiss the Complaint, the district court held a hearing on *572 the motions. After further proceedings, the district court dismissed the Complaint, holding that Winget’s claims were either barred by res judicata or were future claims that were premature. The district court held that because Winget’s claims were based on the Scheme, Winget had an opportunity to litigate those claims before the bankruptcy court entered the Sale Order. Further, the district court held that any claim based on future efforts of the Defendants to collect collateral was premature.
The district court made its ruling on the Defendants’ motions on March 7, 2007 (the “Dismissal Order”), and filed its judgment on March 12, 2007. On March 12, 2007, before it received the judgment, Winget filed an amended complaint without leave of the court. The district court struck the amended complaint. On March 21, 2007, Winget filed a motion asking the district court to reconsider the Dismissal Order. On April 12, 2007, the district court denied the motion for reconsideration, noting that the arguments raised by Winget could have been raised in the initial briefing to the court. Even after considering Win-get’s “new” arguments, the district court determined the arguments did not alter the court’s legal conclusions and that Win-get’s claims were barred by res judicata.
STANDARDS OF REVIEW
We review de novo a district court’s dismissal of a complaint under Fed.R.Civ.P. 12(b)(6).
Greenberg v. Life Ins. Co. of Va.,
The interpretation of a district court’s order is a question of law and, consequently, subject to de novo review.
Brady v. McAllister (In re Brady),
We review de novo a district court’s application of res judicata law.
Abbott v. Michigan,
DISCUSSION
I. The district court acted within its discretion in dismissing the Complaint without leave to amend.
Because Winget did not request leave to amend the Complaint, the district court’s decision not to grant leave to amend the Dismissal Order was within its discretion. The “ ‘district court does not abuse its discretion in failing to grant a party leave to amend where such leave is not sought.’ ”
Stambaugh v. Corrpro Cos.,
Winget argues that the district court was required to give him the opportunity to amend the Complaint and quotes
United States ex rel. Bledsoe,
Winget attempts to circumnavigate the res judicata and prematurity bars by arguing that it could have pled three additional matters that would have cured any defect in the Complaint. These matters are: (i) “the context of the Sale Order and the intent of the parties who drafted that Order,” (ii) allegations “that a later order by [the bankruptcy court] could be interpreted as demonstrating that the Sale Order was not intended to, and did not, preclude the claims in the Complaint,” and (iii) “pleading of the current impact of harm to Winget, Yenco, and P.I.M. from compliance with the negative covenants included in the Guaranty Documents.” However, none of these matters would lift the res judicata bar for Winget.
With respect to the first two matters, Winget argues that because of their potential impact on the interpretation of the Sale Order, they save Winget from res judicata. However, the cases that Winget cites for this proposition are contract cases that involve the interpretation of ambiguous and conflicting contractual language.
See Greenberg,
*574 As for the third matter, these claims would not be new to an amended complaint; Winget raised them at the hearing on the motion to dismiss. Further, even taking Winget’s claims as true — that it is experiencing present harm from restrictions imposed in the negative covenants— does not render these claims ripe for litigation. Any allegations of past wrongdoing are barred by res judicata, and present harm does not become justiciable until the Defendants attempt to collect the collateral.
Because any amended complaint would have been futile, the district court did not abuse its discretion in not granting Winget leave to amend the Complaint.
II. The district court correctly struck Winget’s amended complaint.
Winget argues that the district court erred in striking Winget’s amended complaint, which Winget filed after the dismissal of the Complaint, without first seeking and obtaining leave of the court. Winget points to Fed.R.Civ.P. 15(a) for the proposition that it had a right to file an amended complaint without leave of court because, as of the Dismissal Order, the Defendants had not yet answered the Complaint. Winget also argues that the Dismissal Order was not a final order dismissing the Complaint; rather, Winget contends that the final order was not entered until the March 12, 2007 judgment. Winget also quotes our language in
Network Communications v. Michigan Bell Co.,
However, Winget’s citation here, as above, is misguided. In Network Communications, we held that while the plaintiffs original complaint was dismissed by summary judgment, the district court expressed specific intent to adjudicate a pending motion to amend the complaint. Such an expression by a district court would make it possible for a plaintiff to resurrect an otherwise expired lawsuit. There was no such expression on the part of the district court here; rather, the district court made it clear that Winget’s claims cannot be brought, as they were either barred by res judicata or were premature, and an amended complaint could not remedy these problems.
Winget does indeed correctly interpret Rule 15(a) to allow a plaintiff to file an amended complaint without leave of court when the defendant has not filed a responsive pleading. A motion to dismiss is not considered a responsive pleading under Rule 15(a).
See Ohio Cas. Ins. Co. v. Farmers Bank of Clay,
We have interpreted Rule 15(a) to require a party to seek leave of court to amend its complaint once the district court has entered a final judgment.
Belle v. FBI,
III. The district court employed the correct standard of review in examining the Complaint.
In reviewing a district court’s dismissal of a case pursuant to Fed.R.Civ.P. 12(b), we, like the district court, take all well-pled allegations as true.
Greenberg,
After reviewing both the Complaint and the Dismissal Order, it is clear that the district court applied the correct standard of review, accepting as true Winget’s allegations. The district court conducted a thorough analysis of Winget’s claims and determined that even taking the allegations as true, the claims were either barred by res judicata or were premature. Such determinations did not rest on a disbelief of Winget’s factual allegations or failure to accept them as true; rather, the determinations were the only possible legal conclusions the court could reach after accepting Winget’s facts as pled. For instance, even accepting as true that the Defendants did engage in a scheme to devalue Deluxe and force Winget to accept the Defendants’ terms, any litigation resulting from the scheme was barred by res judicata. Further, accepting as true Win-get’s allegation that the Defendant’s actions devalued collateral, such claims are premature until the Defendants attempt to collect on that collateral. Under any analysis the Complaint could not have survived the motions to dismiss.
Winget argues that the district court erred in not drawing
all
inferences in its favor. Specifically, Winget contends that the district court should have construed the Sale Order so as not to bar Winget’s claims, namely that the district court should have determined that the Sale Order was not a final order. Winget conducts a lengthy examination of the Sale Order to support its argument, but to no avail. To hold that the Sale Order was not a final order would require a legal conclu
*576
sion on the district court’s part. Winget asks us to hold that the district court was required to accept Winget’s legal conclusions as true, and we, like the district court, are not required to do so and do not err in a refusal.
See Murphy,
Furthermore, it is clear that there is no set of facts that Winget could prove that would entitle it to relief.
See Greenberg,
IV. The district court acted without error in looking to the bankruptcy court orders when dismissing the Complaint.
When reviewing a motion to dismiss, a district court may not consider matters beyond the complaint.
Kostrzewa v. City of Troy,
Here, Winget argues that the district court improperly took judicial notice of facts in the bankruptcy court documents in dismissing the Complaint. Examining the Dismissal Order, it appears that the court looked to two bankruptcy court documents: the Sale Order and Winget’s own objections to the Sale Order, which were eventually resolved. Although the district court quotes a paragraph from Winget’s objection to the Sale Order, the district court did so not in a way that took judicial notice of the facts in the paragraph, but rather in a way that took notice that Win-get made an objection to the Sale Order based largely on the same claims in the Complaint, and then later withdrew that objection. The district court also points to the Sale Order only to say that it was a final order for res judicata purposes. In neither case did the district court act improperly or accord the bankruptcy court documents undue weight. Accordingly, the district court did not err in looking to the bankruptcy court documents when examining the Complaint.
*577 V. The district court did not err in ignoring the independence of Win-get’s claims as a guarantor.
Winget asserts that even if the district court correctly interpreted the bankruptcy documents and applied the proper rules of construction under Fed.R.Civ.P. 12(b) in interpreting the Complaint, it erred by precluding Winget’s claims as an independent guarantor. Winget cites
Wallace Hardware Co. v. Abrams,
Unlike the present case, Wallace Hardware involved a guaranty agreement that permitted “a creditor to compromise a claim against the principal debtor without discharging the guarantor’s liability.” Id. (noting that the courts will generally enforce such an agreement). The question before us in Wallace Hardware was whether the guarantor could assert breach-of-contract defenses ordinarily reserved for the principal in an action brought by the creditor when the principal was insolvent. Id. After noting that a discharge in bankruptcy does not ordinarily affect a guarantor’s liability, we allowed the guarantor to set off the principal’s defenses against the creditor due to the principal’s insolvency. Id. The facts and issues of Wallace Hardware did not deal with res judicata and whether a final sale order in bankruptcy serves to bar any claims that a party to that proceeding could have brought at the time of sale. Id.
Alternatively, in direct contrast to Win-get’s argument, we have held that “[r]es judicata bars not only the parties to an earlier bankruptcy proceeding from later bringing suits which should have been brought in the context of the proceeding, but also those in privity with the parties.”
Browning,
VI. The district court correctly held that Winget’s claims were barred by res judicata.
The district court held that “[ojverall, Winget’s claims are barred by res judicata.” In doing so, the court noted that Winget’s allegations of the Defendants’ wrongdoing could have been raised in the bankruptcy court, “whether [the allegations] took place prior to the bankruptcy filings or during the bankruptcy proceedings.” The district court correctly outlined the elements of res judicata. We have held that,
[A] claim is barred by the res judicata effect of prior litigation if all of the following elements are present: “(1) a final decision on the merits by a court of competent jurisdiction; (2) a subsequent action between the same parties or their ‘privies’; (3) an issue in the subsequent action which was litigated or which *578 should have been litigated in the prior action; and (4) an identity of the causes of action.”
Browning,
Regarding the first element, we have never explicitly held that a bankruptcy court’s final sale order is a final decision on the merits for res judicata purposes.
See Wells v. TCF Nat’l Bank (In re Hi Tech Fleet Serv., Inc.),
We have also held that finality “is considered in a more pragmatic and less technical way in bankruptcy cases than in other situations.”
Lindsey v. O’Brien, Tanksi, Tanzer & Young Health Care Providers of Conn. (In re Dow Corning),
We join other circuits in holding that a bankruptcy court’s sale order is a final order for res judicata purposes, not only because it is in line with our holdings that an order confirming a reorganization is a final order, but also because it is in line with the policy behind res judicata. As the United States Supreme Court wrote in
Federated Department Stores, Inc. v. Moitie,
This Court has long recognized that “[p]ublic policy dictates that there be an end of litigation; that those who have contested an issue shall be bound by the result of the contest, and that matters *579 once tried shall be considered forever settled as between the parties.” We have stressed that “[the] doctrine of res judicata is not a mere matter of practice or procedure inherited from a more technical time than ours. It is a rule of fundamental and substantial justice, ‘of public policy and private peace,’ which should be cordially regarded and enforced by the courts.... ”
(internal citations omitted). A sale order signals an end to litigation in a bankruptcy proceeding; with the execution of the sale order the debtor’s assets are judicially sold and no further litigation can be brought regarding those assets without forcing the court to undo the sale, an action of the very kind res judicata seeks to prohibit. If sale orders were not final, parties could continue to litigate issues regarding the assets long after their sale, which is certainly an outcome worth prohibiting. As such, we hold that a sale order is a final order for res judicata purposes.
Because a bankruptcy court’s sale order is a final order for res judicata purposes, the first element of res judicata is met here.
See Browning,
Winget asserts that we should not construe the Sale Order as a final order because its claims “do not attack the necessary and appropriate findings of the Sale Order.” However, Winget fallaciously argues that its claims determine the characterization of the Sale Order; they do not. Rather, the Sale Order is independently characterized as final depending on whether it is intended to dispose of litigation.
See In re Dow Corning,
The second element of res judicata is also met here, as there is subsequent action between the same parties or those in privity with the parties to the original action. In the present case, the original action was the Bankruptcy Proceeding. Among the original parties to that proceeding, as identified in the Sale Order, were Venture, Deluxe, Winget, and the Lenders. Winget does not contest that the parties here were parties to the Bankruptcy Proceedings.
The third element of res judicata is satisfied because Winget could have, and indeed should have, brought its action during the Bankruptcy Proceeding. As the district court correctly noted, claims are considered related to a bankruptcy proceeding if “the outcome of that proceeding could conceivably have any effect on the estate being administered in bankruptcy.”
Browning,
*580 Although Winget argued before the district court that it was unaware of all of the facts needed to bring the claims before the bankruptcy court at the time of that proceeding, such argument is belied by the fact that the claims Winget brings in the Complaint are largely identical to the arguments Winget made in its objection to the Sale Order, which it later withdrew. For instance, in its objection Winget argued:
Mr. Winget believes he has meritorious claims against the Senior Lenders who ... have engaged in a course of unlawful conduct resulting in damages to the Debtor’s business, in essence, a precipitous decline in the value of the Venture Debtors’ and Deluxe Debtors’ businesses and assets and a corresponding devaluation of Mr. Winget’s interests.
Further, all of the actions that Winget alleged in the Complaint took place before the bankruptcy proceeding. In fact, not a single factual allegation in the Complaint occurred after May 25, 2004.
Winget also asks us to read the third element of res judicata broadly, arguing that the element does not require parties to bring any claim that could be litigated at the earlier proceeding at that time. Winget cites to language from a Delaware bankruptcy case to support its argument, noting that the fact that a “party may have an interest in a motion does not require that party to raise all interests or claims that it has in the bankruptcy case generally at the time the motion is heard.... To apply res judicata so broadly would bring bankruptcy cases to a halt.”
Philip Servs. Corp. v. Luntz (In re Philip Servs. Corp.),
The final element of res judicata requires that there be an “identity of claims,” which is satisfied if “ ‘the claims arose out of the same transaction or series of transactions,” or if “the claims arose out of the same core of operative facts.’ ”
Browning,
We are not required, as Winget requests, to parse the Sale Order to determine whether the final element of res judi-cata is met. Looking at the Complaint, it is clear that the factual allegations contained therein pertain not just to the Sale Order, but to the larger transactions and facts of Winget and the Defendants’ continuous dealings. These were the same transactions and facts on which Winget based its objection to the Sale Order. The transactions and facts that form the basis for Winget’s allegations are the same transactions and facts that led to the Bankruptcy Proceeding. As such, Win-get’s argument fails and the fourth, and final, element of res judicata is met here.
In sum, the district court did not err in holding that Winget’s claims were barred by res judicata.
VII. The district court correctly held that Winget’s claims were not reserved in the Sale Order, and thus should have been brought during the Bankruptcy Proceeding.
In addition to its arguments as described above regarding the finality of the Sale Order, Winget alternatively argues that its claims are not barred by res judi-cata because it preserved its claims in the Sale Order. Specifically, Winget maintains that Paragraph 39 of the Sale Order preserved its claims. Paragraph 39 reads:
Nothing in the Sale Order ... shall limit or impair any claim ... that Mr. Larry J. Winget or any entity owned or controlled by Larry J. Winget (other than the Debtors) ... have or may have against [JP Morgan] or [Black Diamond] ... relating to their acts, conduct, omissions or relationship, contractual or otherwise, as to the Winget Entities....
The district court correctly held that this language was unambiguous, and reserved claims against the Defendants for their actions in relation to Winget’s companies that were not parties to the Bankruptcy Proceeding. The language of Paragraph 39 specifically said that claims relating to “the Debtors,” which were Venture and Deluxe, were not reserved.
Language reserving claims must be precise and identify the claims sought to be retained.
Browning,
VIII. The district court correctly held that Winget’s claims related to any future repossession of collateral were premature.
The district court correctly held that to the extent that Winget’s claims challenge the Defendants’ compliance with the Last Resort Conditions, such claims are premature. These claims are premature because the Defendants have not yet enforced the Guaranty Documents; when they do so, Winget may then bring a claim that the Defendants’ actions violated the Last Resort Conditions. Any attempt to bring the claim before the Defendants attempt to possess the collateral is premature. “ ‘[A] claim is not ripe for adjudica
*582
tion if it rests upon contingent future events that may not occur as anticipated, or indeed may not occur at all.’ ”
Cooley v. Granholm,
AFFIRMED.
Notes
. In reviewing a complaint in conjunction with a motion to dismiss, a district court is not required to accept a plaintiffs legal con-elusions as true.
Murphy v. Sofamor Danek Group, Inc. (In re Sofamor Danek Group, Inc.),