a grievance committee, which advised the board to " 'take a much more active approach in enforcing its sexual harassment procedures and policies.’ ” See id. at 6, 22, 2000 WL 85046. As a general rule, the Court of Chancery must confine its consideration on a motion to dismiss to the face of the complaint. See In re Santa Fe Pacific Corp. Shareholder Litigation, Del.Supr., 669 A.2d 59, 68 (1995) ("Generally, matters outside the pleadings should not be considered in ruling on a motion to dismiss.”). Thus, the court may not employ assertions in documents outside the complaint to decide issues of fact against the plaintiff without the benefit of an appropriate factual record. Vanderbilt Income and Growth Associates, L.L.C. v. Arvida/JMB Managers, Inc., Del.Supr., 691 A.2d 609, 613 (1996) (<HOLDING>). In the present case, however, the plaintiff
holding that it was appropriate for the district court to refer to the documents attached to the motion to dismiss since the documents were referred to in the complaint holding that the doctrine of incorporation by reference permits the court to consider documents on a motion to dismiss that are crucial or essential to the plaintiffs claims holding that the trial court may consider documents submitted by the defendant on a motion to dismiss solely for a nonhearsay purpose and therefore may not rely on factual assertions in the documents for the truth of the matter asserted holding that 1 the complaint is deemed to include any documents incorporated in it by reference and any document upon which it solely relies and which is integral to the complaint and that the court may consider such documents on a motion to dismiss pursuant to fedrcivp 12b6 holding that in determining motion to dismiss on basis of res judicata the court could take judicial notice of all of the documents which are part of the record before it as well as the documents contained in the record before the state court without having to convert the motion to one for summary judgment