ORDER DENYING 12(B)(6) MOTION TO DISMISS AND GRANTING DISMISSAL OF FRAUD CLAIM

STANLEY A. BASTIAN, District Judge.

Before the Court is Plaintiffs' Notice of Partial Dismissal, ECF No. 12, and Defendants' Motion to Dismiss Under Fed. R. Civ. P. 12(b)(6), ECF No. 9. The Court held a hearing on January 21, 2016, in Spokane, Washington, where Plaintiffs were represented by Matthew Daley, and Defendants were represented by Courtney Garcea and Chad Schiefelbein. The Court has considered the pleadings, motion, responses, documents, and oral argument; thus informed, the motion to dismiss is denied and the notice of dismissal is granted.

As a preliminary matter, the Court recognizes that Plaintiffs have voluntarily dismissed their fifth cause of action without prejudice and without fees, with no objection from the Defendants. For purposes of Fed. R. Civ. P. 41(a)(1), no answer, counterclaim, or motion for summary judgment has been filed. The partial dismissal is granted.

The Court now turns to the motion to dismiss. In short, Defendants argue that because the Plaintiffs did not explicitly state in their complaint that they complied with contractual provisions mandating a 30 day negotiation period before filing a lawsuit regarding a particular claim for indemnification, that claim should be dismissed.

Plaintiffs must allege facts, taken as true by the Court, which state a plausible claim for relief on their face to survive a 12(b)(6) Motion to Dismiss. Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009). In turn, a plausible claim is one that is more than speculative. Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 555 (2007). Conclusory allegations or bare statements are insufficient. Iqbal, 556 U.S. at 678.

The Court generally may not consider material beyond the pleadings when considering a 12(b)(6) motion, Hal Roach Studios, Inc. v. Richard Feiner & Co., 896 F.2d 1542, 1555 n.19 (9th Cir. 1989), but may consider extraneous documents under the incorporation by reference doctrine, Knievel v. ESPN, 393 F.3d 1068, 1076 (9th Cir. 2005). Under this rule, the Court can consider "documents whose contents are alleged in a complaint and whose authenticity no party questions, but which are not physically attached to the plaintiff's pleading." Id. This is common where the plaintiff's claim depends on a document, the defendant includes the document in the motion to dismiss, and no party disputes its authenticity. Id.

The only claim subject to the motion to dismiss is the claim regarding undisclosed accounts payable. The Court has reviewed the Stock Purchase Agreement at issue in this case, and finds that the Plaintiffs have stated their claim sufficiently.1 The details surrounding the claim are specific—Plaintiffs allege the various invoices in dispute, and their dollar amounts, and pled that they complied with their obligations under the Stock Purchase Agreement, satisfying any conditions precedent to suit for purposes of the instant motion to dismiss. Further parsing this issue, with attendant factual disputes and questions of the sufficiency of the papers provided to substantiate the claim, is inappropriate at this stage of the case. The motion to dismiss is denied.

Accordingly, IT IS HEREBY ORDERED:

1. Plaintiffs' Notice of Partial Dismissal, ECF No. 12, is GRANTED. The fifth cause of action for fraud and misrepresentation is dismissed without prejudice and without costs and fees.

2. Defendants' Motion to Dismiss Under Rule 12(b)(6), ECF No. 9, is DENIED.

IT IS SO ORDERED. The District Court Executive is hereby directed to file this Order and provide copies to counsel.