filed a reply on January 2, 2009. On February 24, 2009, counterclaim-defendants supplemented
their motion to dismiss; State Farm responded on March 13, 2009. Thus, the issues presented by
counterclaim-defendants’ motion are ripe for review.
Standard of Review
A motion to dismiss under Federal Rule of Civil Procedure 12(b)(6) tests the sufficiency
of a complaint.4 Kost v. Kozakiewicz, 1 F.3d 176, 183 (3d Cir. 1993). When evaluating a motion
to dismiss, the court must accept as true all well-pleaded allegations of fact in the plaintiff’s
complaint and must view any reasonable inferences that may be drawn therefrom in the light
most favorable to the plaintiff. See Phillips v. County of Allegheny, 515 F.3d 224, 231 (3d Cir.
2008); Nami v. Fauver, 82 F.3d 63, 65 (3d Cir. 1996).
The complaint must contain “a short and plain statement of the claim showing that the
pleader is entitled to relief[.]” Fed. R. Civ. P. 8(a)(2). This statement must “‘give the defendant
fair notice of what the . . . claim is and the grounds upon which it rests.’” Bell Atl. Corp. v.
Twombly, 127 S. Ct. 1955, 1964 (2007) (citing Conley v. Gibson, 355 U.S. 41, 47 (1957)).
“While a complaint attacked by a Rule 12(b)(6) motion to dismiss does not need detailed factual
allegations, a plaintiff’s obligation to provide the ‘grounds’ of his ‘entitlement to relief’ requires
more than labels and conclusions, and a formulaic recitation of the elements of a cause of action
will not do.” Id. 1964-65 (citations and alterations omitted). Furthermore, “[f]actual allegations
must be enough to raise a right to relief above the speculative level, on the assumption that all the
4 In addition to the allegations contained in the complaint, “courts generally consider . . . exhibits attached to the complaint, matters of public record, and documents that form the basis of a claim.” Lum v. Bank of Am., 361 F.3d 217, 222 n.3 (3d Cir. 2004) (citing Pension Benefit Guar. Corp. v. White Consol. Indus., Inc., 998 F.2d 1192, 1196 (3d Cir. 1993)).