MEMORANDUM OPINION
JOHN H. PRATT, District Judge.
This case comes before us on Defendant's Motion to Dismiss, Plaintiff's Opposition, and Defendant's Reply. Pursuant to Fed.R.Civ.P. 12(b), because "matters outside the pleading are presented and not excluded by the court, the motion shall be treated as one for summary judgment and disposed of as provided in Rule 56, ..."
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