dissenting.
I disagree with the court's conclusion that Valdez Fisheries' third-party complaint against Alyeska was properly dismissed under Alaska Rule of Civil Procedure 12(b)(6).
Civil Rule 12(b)(6) permits the court to dismiss a complaint that fails to state a viable claim.1 We have frequently held that mo*673tions to dismiss are disfavored2 and have urged that complaints be "give[n] ... the benefit of the doubt.3 In determining whether a claim is sufficiently stated, courts must read the complaint in the light most favorable to the claimant and deem all alleged facts and reasonable inferences arising therefrom as if they were true.4 A complaint that is merely vague or lacks detail is not fatally flawed;5 instead, it suffices "if the allegations provide for relief on any possible theory.6 Hence, a complaint will withstand challenge under Rule 12(b)(6) as long as it "set[s] forth allegations of fact consistent with and appropriate to some enforceable cause of action" and provides a framework for future evidence demonstrating entitlement to the requested relief,7 "A complaint should not be dismissed 'unless it appears beyond doubt that the plaintiff can prove no set of facts in support of his claim which would entitle him to relief 8 or unless the complaint itself rules out the possibility that a valid claim exists.9
In applying these principles to a given case, we must also bear in mind Alaska's traditionally lenient notice pleading standards. Civil Rule 8 simply requires that a complaint include "(1) a short and plain statement of the claim showing that the pleader is entitled to relief, and (2) a demand for judgment for the relief the pleader seeks." 10 The rule further advises that "[elach averment of a pleading shall be simple, concise and direct. No technical forms of pleading or motions are required." 11 We have not construed this rule to require details of evidence that a claimant will offer to establish a claim; to the contrary, we have emphasized that the rule is satisfied by a brief statement that "give[s] the defendant fair notice of the claim and the grounds upon which it rests." 12
Disregarding these well-established principles, the court holds Valdez Fisheries breach-of-contract claim facially deficient for neglecting to affirmatively plead specific facts that unequivocally establish the ele*674ments of a valid contract.13 More particularly, because it notes that "[al valid contract requires 'unequivocal acceptance by the of-feree/ " the court demands that "Valdez Fisheries' third-party complaint directly or inferentially [must] contain[ ] ... factual allegations [that] could be considered an unequivocal expression of acceptance." 14 By effectively requiring that Valdez Fisheries third-party complaint be dismissed for failing to particularly plead all facts justifying recovery, the court's ruling inverts the usual principle that condones dismissal under Rule 12(b)(6) only "where the complaint ... 'presents no set of facts justifying recovery." " 15
The court's ruling also conflicts with Civil Rule 8's lenient notice pleading requirement. Great Western Savings Bank v. George W. Easley Co., J.V.16 usefully illustrates the conflict. There Great Western appealed an award in favor of Easley for breach of contract, arguing that the contract claim should have been kept from the jury because Eas-ley's complaint failed to allege a necessary element for a valid contract-consideration.17 We rejected that argument, unequivocally ruling that Civil Rule 8 does not require a complaint to affirmatively plead contract elements:
Alaska is a notice pleading state. Alaska R. Civ. P. 8(a). The rules merely require "a short and plain statement of the claim" that will give the defendant fair notice of what the plaintiff's claim is and the grounds upon which it rests. Easley Company's second amended complaint alleged that Great Western had a contractual obligation to make direct payments to Easley Company. It further alleged that Great Western breached this contract and that Easley Company suffered damages. Eas-ley Company's complaint sufficiently put Great Western on notice of the claims against it and of the grounds upon which they rested. There was no need to allege consideration. The second amended complaint satisfied the requirements of Civil Rule 8(3).[18]
Great Western thus allows breach-of-contract claims to go forward without specifically pleading the elements of contract formation, making it clear that a complaint gives the defendant sufficient notice if it generally alleges that a contract existed and was breached in a way that damaged the plaintiff.19
In demanding that a complaint specifically plead all contract elements, then, the court's opinion today ignores the plain language of Civil Rule 8 and overturns settled precedent that interprets Rule 8 to eschew particularized pleading of contract elements. Furthermore, the opinion implicitly conflicts with Alaska Civil Rule 9, which does require particularized pleading for certain special matters, but conspicuously does not extend its particularized pleading requirement to contract elements.20 Indeed, Rule 9(c) effective*675ly requires defendants to plead the absence of contract elements, stating that claimants need only aver "the performance or occurrence of conditions precedent" "generally," while explicitly assigning to defendants the duty to plead denial of performance or occurrence of conditions precedent "specifically and with particularity." 21
In the present cases, paragraph 59 of Valdez Fisheries' third-party complaint alleges that
[al valid and enforceable contract was made between Alyeska and [Valdez Fisheries} pursuant to which [Valdez Fisheries'] agreed to acquire and modify the Sea Hawk Facility in Valdez according to certain and stated specifications and Alyeska agreed to lease the modified facility from [Valdez Fisheries] on certain and stated terms.
Under Civil Rule 8's notice pleading standards, this paragraph alone pleads the existence of a contract with sufficient clarity to place Valdez Fisheries' contract claim beyond reach of a Rule 12(b)(6) motion. To my knowledge, this court has never before ruled that a complaint for breach of contract must, in addition to pleading that a contract existed and was breached, affirmatively recite all necessary contract elements; nor has this court previously suggested that the element of acceptance must be described by specific "factual allegations [that] could be considered an unequivocal expression of acceptance." 22 The court's newly adopted specific-pleading requirement is a sharp break from our settled law and will surely come as a rude surprise to many Alaska lawyers who have drafted, and currently have pending, contract complaints that rely on Alaska's hitherto flexible and common-sense pleading requirements.
But even under today's newly declared specific-pleading standard, I think that Valdez Fisheries' third-party complaint states a facially viable claim for breach of contract. In my view, the court mischaracterizes the winning bid letter as containing the complaint's only "pertinent allegations" of Alyes-ka's acceptance. Paragraph 48 of the third-party complaint quotes Alyeska's winning bid letter, prefacing the quotation by simply describing it as a response to Valdez Fisheries earlier bid submittals The prefatory language says nothing else: it neither explicitly nor implicitly purports to characterize the May 26, 1994, letter as Alyeska's unequivocal acceptance-let alone as Valdez Fisheries sole evidence of acceptance.
In the next paragraph, though, the third-party complaint does specifically allege an acceptance-an event that this paragraph implicitly alleges occurred on June 8, 1994, a full month after Alyeska's winning bid letter:
On June 8, 1994, representatives of Alyeska and [Valdez Fisheries] met at Alyeska's offices in Anchorage, Alaska. The matters discussed at this meeting included the planning and scheduling of the "project" and the "contract structure." At this meeting, the attorneys for Alyeska and [Valdes Fisheries] discussed the preparation of a document incorporating the terms that had been proposed by [Valdez Fisheries] and accepted by Alyeska. The attorney[ Is agreed that the appropriate document would be a lease agreement. [Valdez Fisheries] asked Alyeska if Alyes-ka had a "boilerplate" lease agreement that the parties could use as a framework for the agreement. Alyeska replied that it did not have such a document, whereupon [Valdez Fisheries] agreed to provide a "boilerplate draft" of the document.[23]
Two paragraphs later, in paragraph 51, the complaint alleges that Valdez Fisheries sent Alyeska a "boilerplate draft" to serve as the contract's "framework." In its ensuing paragraphs-paragraphs 52-54-the complaint *676describes Alyeska's subsequent acts reneging on its contractual commitment. And as already noted above, the complaint then proceeds to repeat its specific allegation of acceptance in paragraph 59 by realleging the existence of "[a] valid and enforceable contract ... between Alyeska and [Valdez Fisheries] pursuant to which ... Alyeska agreed to lease the modified facility from [Valdez Fisheries] on certain and stated terms." Like the language of paragraph 49, this language pleads an unequivocal acceptance; and nothing in this language purports to confine its allegation of acceptance to the winning bid letter's language or to negate paragraph 50's allegation that an acceptance occurred at or around the time of the June 3 meeting.
Of course I recognize that a complaint can become vulnerable to dismissal under Rule 12(b)(6) if it affirmatively pleads too much and establishes a fatal flaw-some specific fact whose existence categorically precludes recovery and demonstrates "that there is some insuperable bar to relief"24 But my reading of the entire third-party complaint in the light most favorable to Valdez Fisheries (the reading that we must adopt for purposes of evaluating the propriety of a Rule 12(b)(6) dismissal) 25 fails to reveal any such affirmatively stated fatal flaw. Valdez Fisheries undeniably does quote Alyeska's winning bid letter; so too, it relies on the letter as part of its claim for breach of contract damages; but the third-party complaint nowhere touts the winning bid letter as an unequivocal acceptance per se, and it never implicitly or explicitly disclaims the existence of other evidence that would prove Alyeska's unequivocal acceptance.
To the extent that the court's opinion gleans any "insuperable bar" from the complaint inferentially, the court necessarily violates the interpretive rule that requires it to give Valdez Fisheries "the benefit of all reasonable inferences" in determining whether its complaint passes muster under Rule 12(b)(6).26 When read in its entirety and taken as true, then, the third-party complaint meets even the newly imposed and unjustifiably stringent demand for allegations that "directly or inferentially" "could be considered an unequivocal expression of acceptance." 27
Yet the court's opinion nonetheless refuses to discuss-or even to acknowledge-any allegation of acceptance in the complaint other than Alyeska's winning bid letter. The opinion rests its refusal to consider anything but the winning bid letter on two related legal assumptions: The opinion assumes that an "unequivocal acceptance" could not occur unless Valdez Fisheries alleged that Alyeska specifically agreed to accept one of Valdez Fisheries' three alternative lease proposals 28 and it further assumes that the statute of frauds would bar any oral acceptance by Alyeska.29 Yet neither assumption bears up to serutiny.
First, the opinion broadly posits that an unequivocal acceptance could not have occurred-and therefore no valid contract could possibly have arisen-unless Alyeska specifically accepted, and communicated its acceptance of, one of Valdez Fisheries' three alternative lease proposals:
Even if we were to interpret Alyeska's letter to say unequivocally that "we accept your offer," we could not say which of the three offers it was accepting, and whether Alyeska was agreeing to lease the property for five years, seven years, or ten years, with monthly rent payments of $43,000, $40,000, or $35,000, respectively. Duration and price are important contract terms. Such great differences in important contract terms preclude finding a meeting of minds. The significant differences in the alternatives confirm that the May 6 letter *677was not an unequivocal acceptance but, at most, was an agreement to negotiate.[30]
The opinion further professes that the court would be incapable of determining the legal consequences of a breach, even if a contract could somehow have arisen: "We likewise do not see how a court could enforce the alleged contract. Based on the proposal and Alyes-ka's response, a court could not order specific performance or calculate damages for breach." 31
But universally recognized contract law contradicts these assumptions. Professor Corbin expressly describes the kind of agreement at issue here as a commonly accepted and routinely enforced "alternative contract":
An alternative contract is one in which a party promises to render some one of two or more alternative performances either one of which is mutually agreed upon as the bargained-for equivalent given in exchange for the return performance by the other party. The choice among these alternatives, the power of election, is usually given to the promisor; but it need not be. If the option is in the promisor, he has power to discharge his contractual duty by performing either alternative.... The breach of such a contract consists either in a repudiation of [the promisor's] contractual duty by the promisor or in [the promi-sor's] failure to perform any and all of the alternatives provided in the contract.[32]
And according to Corbin, "[flor such a breach the measure of damages recoverable by the promisee is the value of that alternative that is the least burdensome and expensive to the promisor."33
This court has expressly recognized the validity of alternative contracts on at least two past occasions.34 And there appears to be no reason why the same kind of agreement would not be enforceable in this case. Here, Valdez Fisheries unequivocally offered Alyeska the choice of any one of three alternative lease provisions, each one definite and unambiguous in its own right and all equally and unconditionally acceptable to Valdez Fisheries. Alyeska's winning bid letter may not itself have been an unequivocal acceptance because it only proposed to "negotiate" Valdez Fisheries' offer. But if Alyeska later gave Valdez Fisheries an unequivocal commitment to proceed with a contract that allowed Alyeska its choice of these three alternatives-as paragraph 49 of the third-party complaint implicitly alleges Alyeska did at the June 3, 1994, meeting-then Alyeska would have entered into a valid and enforceable "alternative contract," notwithstanding its reservation of the right to elect alternatives,. And correspondingly, upon Alyeska's subsequent breach, Valdez Fisheries would be entitled to recover damages measured by the shortest of the three lease proposals (and, presumably, by any reasonably foreseeable consequential damages that Valdez Fisheries incurred as a result of Alyeska's breach of that provision).35
The second assumption driving the court's refusal to acknowledge any allegation of acceptance in the third-party complaint, other than paragraph 48's reference to the winning bid letter, rests on the statute of frauds. Referring to its discussion of the statute of frauds in connection with the separate estop-pel claim that Valdez Fisheries bases on McHale's alleged verbal promises, the opinion reasons that "any oral communications [concerning the alleged Alyeska/Valdez Fisheries' contract] would be unavailing under the statute of frauds even if they were unequivocal expressions of acceptance." 36 Yet *678this assertion lacks merit for two independent reasons: it overstates the statute of frauds' substantive requirements, and it relies on an impermissible procedural theory for dismissal under Rule 12(b)(6).
The statute of frauds reflects pragmatic concerns, and so has been uniformly interpreted to place substance over form. As Professor Corbin emphasizes, it has not been construed to require a formal or complete written contract and should be flexibly applied on a case-by-case basis to accept any writing that realistically dispels the danger of fraud:
[Wie should always be satisfied with "some note or memorandum" that is adequate, when considered with the admitted facts, the surrounding cireumstances, and all explanatory and corroborative and rebutting evidence, to convince the court that there is no serious possibility of consummating a fraud by enforcement.[37]
Alaska has followed Professor Corbin's view of the statute, holding that a writing, even if not formal or complete, satisfies the statute as long as it avoids any serious possibility that enforcing the contract would result in perpetrating a fraud.38
Under this practical view of the statute, it might be perfectly sensible to bar the promissory estoppel claim that Valdez Fisheries bases exclusively on McHale's alleged verbal promise: that promise was at most an informal, non-contractual, and unauthorized oral assurance made even before Alyeska issued its invitation to bid; and it is evidently unsupported by any reasonably contemporary corroborating notation. By contrast, when the statute's flexible analysis is applied to Valdez Fisheries direct contract claim against Alyeska, the outcome changes dramatically: for if Alyeska's Authorization for Expenditure is viewed in conjunction with Alyeska's invitations to bid, Valdez Fisheries specific responses, Alyeska's winning bid letter, the parties' subsequent correspondence relating to the June 3, 1994, meeting, and the "boilerplate" contract that Valdez Fisheries then sent to Alyeska, the Authorization for Expenditure would easily satisfy the statute of frauds' basic goal of erasing all "serious possibility of consummating a fraud by enforcement." 39 And by so doing, it would allow Valdez Fisheries to prove its claim through any otherwise admissible evidence of an oral acceptance. The fact that Alyeska's Authorization for Expenditure was internally generated and was never communicated to Valdez Fisheries certainly might preclude the authorization itself from being deemed a valid acceptance. But this same fact would have no bearing on the Authorization's ability to satisfy the separate and distinctly narrower concerns of the statute of frauds, thus opening the door to proof of an oral acceptance. e
And in any event, because the third-party complaint does not categorically rule out the possibility of a written acceptance, Alyeska cannot properly invoke the statute of frauds as a basis for a Rule 12(b)(6) dismissal. As this court has previously recognized, even though the statute of frauds is generally considered an affirmative defense, it can sometimes be properly raised by a motion to dismiss under Rule 12(b)(6)-but only when this defense is unequivocally established on the face of the complaint, as, for example, when the complaint defeats itself by explicitly alleging a sale of land based on an oral agreement.40 By contrast, in any more equivocal cireumstances-for example, even when a plaintiff's "opposition to the motion to dismiss framed its arguments as though only an oral agreement was asserted as the basis for relief®"-we have specifically held that if the "complaint did not clearly allege [the fact of an oral agreement,] ... dismissal could be viewed as inappropriate for that reason." 41 *679Here, then, because the third-party complaint did not "clearly allege" an oral acceptance, dismissal for violation of the statute of frauds could properly be granted before summary judgment.
For these reasons, I would hold that Valdez Fisheries' third-party complaint sets forth a facially plausible claim for breach of contract that could not properly be dismissed under Rule 12(b)(6)42 I therefore dissent from the court's decision to affirm the superi- or court's order dismissing the claim.
. Rule 12(b) provides:
Every defense, in law or fact, to a claim for relief in any pleading, whether a claim, coun*673terclaim, cross-claim, or third-party claim, shall be asserted in the responsive pleading thereto if one is required, except that the following defenses may at the option of the pleader be made by motion: ... (6) failure to state a claim upon which relief can be granted.... If, on a motion asserting the defense numbered (6) to dismiss for failure of the pleading to state a claim upon which relief can be granted, matters outside the pleading are presented to and not excluded by the court, the motion shall be treated as one for summary judgment and disposed of as provided in Rule 56, and all parties shall be given reasonable opportunity to present all material made pertinent to such a motion by Rule 56.
, E.g., Kollodge v. State, 757 P.2d 1024, 1026 (Alaska 1988); Reed v. Municipality of Anchorage, 741 P.2d 1181, 1184 (Alaska 1987); Knight v. American Guard & Alert, Inc., 714 P.2d 788, 791 (Alaska 1986).
. Knight, 714 P.2d at 791.
. Kollodge, 757 P.2d at 1026; Guerrero v. Alaska Hous. Fin. Corp., 6 P.3d 250, 253 (Alaska 2000).
. Knight, 714 P.2d at 791; see also Shannon v. City of Anchorage, 429 P.2d 17, 19 (Alaska 1967). (''The complaint alleged that appellee was negligent in failing to fulfill its duty of furnishing Jacob's ladders for use of [plaintiff]. That was all that was necessary to state a claim for relief. It was unnecessary to state the evidential facts upon which such a duty was founded.... If appellee needed more facts, it could call for them under Civil Rule 12(e) or obtain them by utilization of the rules relating to discovery.") (citations omitted).
. Knight, 714 P.2d at 791 (quoting 5 Aran Waricet & Artuur R. Mitcer, Fepgrat Practice AnD Procepure § 1357, at 602 (1969)).
. Linck v. Barokas & Martin, 667 P.2d 171, 173 (Alaska 1983).
. Shooshanian v. Wagner, 672 P.2d 455, 461 (Alaska 1983) (quoting Conley v. Gibson, 355 U.S. 41, 45-46, 78 S.Ct 99, 2 L.Ed.2d 80 (1957)).
. Guerrero, 6 P.3d at 253-58 (allowing dismissal only if it was "beyond doubt" that plaintiff could not factually support a claim for relief).
. Alaska R. Civ. P. 8(a).
. Alaska R. Civ. P. 8(e)(1).
. Sykes v. Melba Creek Mining, Inc., 952 P.2d 1164, 1168 n. 4 (Alaska 1998); cf. Gamble v. Northstore P'ship, 907 P.2d 477, 481-83 (Alaska 1995) (stating that "(aln affirmative defense is adequately pleaded if it provides the opponent fair notice of the nature of the defense" and deeming an answer that stated, "Plaintiffs are barred by estoppel" and "Plaintiffs are barred by res judicata" as sufficient to raise affirmance as an affirmative defense because the pleaded defenses "invok[ed] some of the same concerns in general terms").
. Op. at 665-666
. Id. at 665.
. The opinion expressly acknowledges this principle. See Op. at 665 (quoting Cooperman v. Individual, Inc., 171 F.3d 43, 47 (1st Cir.1999) (emphasis added)).
. 778 P.2d 569 (Alaska 1989).
. Id. at 577-78.
. Id.
. See id.
. For example, Civil Rule 9(a) requires specificity in pleading capacity, Rule 9(b) requires specificity in pleading fraud, mistake, and condition of mind, and Rule 9(h) requires specificity as to items of special damage:
(a) Capacity. It is not necessary to aver the capacity of a party to sue or be sued or the authority of a party to sue or be sued in a representative capacity or the legal existence of and organized association of persons that is made a party, except to the extent required to show the jurisdiction of the court. When a party desires to raise an issue as to the legal existence of any party or the capacity of any party to sue or be sued or the authority of a party to sue or be sued in a representative capacity, the party desiring to raise the issue shall do so by specific negative averment, which shall include such supporting particulars as are peculiarly within the pleader's knowledge.
(b) Fraud, Mistake, Condition of the Mind. In all averments of fraud or mistake, the circumstances constituting fraud or mistake shall be stated with particularity. Malice, intent, knowledge, and other condition of mind of a person may be averred generally.
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*675(h) Special Damage. When items of special damage are claimed, they shall be specifically stated.
. Civil Rule 9(c) provides:
Conditions Precedent. In pleading the performance or occurrence of conditions precedent, it is sufficient to aver generally that all conditions precedent have been performed or have occurred. A denial of performance or occurrence shall be made specifically and with particularity.
. Op. at 665.
. Emphasis added.
. 5A Cmartes Aran WricHt & Artaur R. urer, Federal Practice and Procedure § 1357, at 344 (2d ed.1990). For a good example of such a case, see Alwinona v. State, 922 P.2d 884, 886 (Alaska 1996).
. Guerrero v. Alaska Hous. Fin. Corp., 6 P.3d 250, 253 (Alaska 2000); Kollodge v. State, 757 P.2d 1024, 1026 (Alaska 1988).
. See Op. at 665 (quoting Cooperman v. Individual, Inc., 171 F.3d 43, 47 (1st Cir.1999)).
. Op. at 665.
. See Op. at 665-666.
. See Op. at 666, note 18; 668-669.
. Op. at 665 - 666 (citations omitted).
. Op. at 666, note 16.
. 5 Artuur Linton Corein, Cormin on Contracts, § 1079, at 453-54 (1964) (citations omitted).
. Id. at 454; see also Restatement or Contracts § 344, at 565 (1933), as quoted in McBain v. Pratt, 514 P.2d 823, 827 (Alaska 1973) ('The damages for breach of an alternative contract are determined in accordance with that one of the alternatives that is chosen by the party having an election, or, in case of breach without an election, in accordance with the alternative that will result in the smallest recovery.").
. See Uchitel Co. v. Telephone Co., 646 P.2d 229, 236-37 (Alaska 1982); McBain v. Pratt, 514 P.2d at 827.
. See sources cited supra note 33.
. See Op. at 666, note 18.
. 2 Artuur Linton Cormm, Cormin on Contracts § 498, at 681 (1950) (citations omitted), as quoted in Fleckenstein v. Faccio, 619 P.2d 1016, 1020 (Alaska 1980).
. Merdes v. Underwood, 742 P.2d 245, 253 (Alaska 1987); Fleckenstein v. Faccio, 619 P.2d at 1020.
. 2 Artuur Linton Cormin, Corem on Contracts § 498, at 681 (1950) (citations omitted), as quoted in Fleckenstein v. Faccio, 619 P.2d at 1020.
. See Martin v. Mears, 602 P.2d 421, 427-28 (Alaska 1979).
. Id. (emphasis added).
. The opinion's alternative theory of harmless error is unpersuasive because it impermissibly regards Valdez Fisheries' proposed amended third-party complaint as if it had been submitted as a response to a summary judgment motion.
Here, Alyeska never filed a summary judgment motion and submitted no materials outside the pleadings in seeking dismissal under Rule 12(b)(6). Valdez Fisheries, in turn did not submit any materials outside the pleadings when opposing Alyeska's motion, and had no duty to do so. Instead, it properly contended that dismissal under 12(b)(6) would be improper because its third-party complaint satisfied Rule 8 by alleging that Valdez Fisheries and Alyeska had entered a contract to lease the Sea Hawk facility and that Alyeska had later repudiated that contract. Valdez Fisheries also properly maintained that it had never alleged that the details contained in its complaint were exhaustive; that it had not yet been given the opportunity to present evidence demonstrating the existence of the contract because Alyeska had not filed a motion for summary judgment; and that conversion of the dismissal motion to one for summary judgment would therefore be premature.
In response to these arguments, the superior court dismissed Valdez Fisheries' contract claim under Rule 12(b)(6) without looking beyond the pleadings, relying on the narrow (and legally incorrect) theory that a complaint must specifically allege all steps of contract formation and that Valdez Fisheries' third-party complaint failed to allege the required information. Even if the superior court had elected to look beyond the complaint and convert Alyeska's Rule 12(b)(6) motion into a motion for summary judgment, moreover, the court would have been obliged to give Valdez Fisheries notice of its intent to do so and a "reasonable opportunity to present all material made pertinent to such a motion by Rule 56." Alaska R. Civ. P. 12(b)(6). Given these circumstances, it is fundamentally unfair to treat Valdez Fisheries' proposed amended complaint as a proxy for a formal response to a summary judgment motion that Alyeska steadfastly declined to file. The opinion's harmless error theory essentially condones a Rule 12(b)(6) dismissal by going beyond the pleadings without giving Valdez Fisheries fair notice or a reasonable opportunity to present all pertinent materials.