CR 12(b)(6); agreement to agree; agreement with open terms

In P.E. Systems, LLC v. CI Corp. (pdf) the Washington Supreme Court clarified two important points about the Washington Civil Rules and the common law of contracts.  First, the Court squarely held that Washington trial courts may consider a contract attached to a pleading in deciding a motion to dismiss under CR 12(b)(6) without converting the motion to dismiss into a motion for summary judgment.  This is an important procedural issue.  While federal courts have clearly addressed the issue in dozens of published opinions, this opinion eliminates any uncertainty under Washington law and aligns our courts with federal courts.  Second, the Court concluded that a contract that incorporated by reference an incomplete addendum was an “agreement with open terms,” which is binding on parties, rather than an “agreement to agree,” which is unenforceable under Washington law.
Continue Reading Wash. Supreme Court: Authentic Contracts Attached To Pleadings May Be Considered On A CR 12(b)(6) Motion