IN RE LOWER BUCKS HOSPITAL

ERIC FRANK, Bankruptcy Judge

AND NOW, Defendant The Bank of New York Mellon Trust Company, N.A., as Indenture Trustee ("the Indenture Trustee"), having filed a Motion for Order Dismissing the Complaint ("the Motion") on June 9, 2010;

AND, on July 9, 2010, the Plaintiffs ("the Plaintiffs," when referring to all of the Plaintiffs collectively and "LBH," when referring only Lower Bucks Hospital) having filed a Response thereto;

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AND, the Motion being based on Fed.R.Civ.P. 12(b)(6) (incorporated by Fed.R.Bankr.P. 7012);

AND, the purpose of a Rule 12(b)(6) motion being to test the legal sufficiency of the factual allegations of a complaint, see Kost v. Kozakiewicz, 1 F.3d 176, 183 (3d Cir. 1993), and whether the plaintiff is "entitled to offer evidence to support the claims," Bell Atlantic Corp. v. Twombly, 127 S. Ct. 1955, 1969 n. 8 (2007);

AND, in deciding a motion to dismiss a complaint, the court being required to accept as true all allegations in the complaint and all reasonable inferences that can be drawn therefrom, viewing them in the light most favorable to the plaintiff, see, e.g., Hishon v. King Spaulding, 467 U.S. 69, 73 (1984);Taliaferro v. Darby Township Zoning Board, 458 F.3d 181, 188 (3d Cir. 2006), but "not being bound to accept as true a legal conclusion couched as a factual allegation," Ashcroft v. Iqbal 129 S.Ct. 1937, 1950 (2009) (quoting Twombly, 127 S. Ct. at 1955);

AND, dismissal being appropriate only if, accepting as true all facts alleged in the complaint, the plaintiff has not pled "enough facts to state a claim to relief that is plausible on its face;" Twombly, 127 S.Ct. at 1974; accord Iqbal, 129 S. Ct. at 1950 (standard under Rule 12(b)(6) is whether complaint states a "plausible claim for relief," a determination that is "a context-specific task that requires the reviewing court to draw on its judicial experience and common sense");

AND, in assessing a Rule 12(b)(6) motion to dismiss, the court being able to "consider the allegations in the complaint, exhibits attached to the complaint and matters of public record." Unite Nat'l Ret. Fund, 2007 WL 2713051, at *4 (M.D. Pa. Sept. 14, 2007) (citing Pension Benefit Guar. Corp. v. White Consol. Indus., Inc., 998 F.2d 1192, 1196 (3d Cir. 1993), cert. denied, 510 U.S. 1042 (1994)), as well as "`undisputedly authentic documents' where the plaintiff's claims are based on documents and the defendant has attached copies of the documents to the motion to dismiss." Unite Nat'l Ret. Fund, 2007 WL 2713051, at *4 (internal citations omitted);

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AND, the court having reviewed the memoranda of law submitted by the parties and those documents that may be considered in deciding the Motion, and having held oral argument on August 9, 2010 and having considered the arguments of the parties;

It is hereby ORDERED that:

1. The Motion is GRANTED IN PART AND DENIED IN PART. 2. As to Count I, the Motion is GRANTED. Count I of the Complaint is DISMISSED WITHOUT PREJUDICE to the Plaintiffs' right to request that the court make the determination requested in the course of deciding other claims asserted in the Complaint. 3. As to Count II, the Motion is DENIED. 4. As to Count III, the Motion is DENIED. 5. As to Count IV, the Motion is GRANTED. Count IV of the Complaint is DISMISSED WITH LEAVE TO AMEND pursuant to Paragraph 8 below. 6. As to Count V, the Motion is DENIED. 7. As to Counts VI and VII, the Motion is GRANTED. Counts VI and VII of the Complaint are DISMISSED and Plaintiffs Lower Bucks Health Enterprises, Inc. and Advanced Primary Care Physicians are DISMISSED as Plaintiffs; PROVIDED HOWEVER, that the Plaintiffs are granted LEAVE TO FILE AN AMENDED COMPLAINT pursuant to Paragraph 8 below. 8. Any Amended Complaint shall be filed on or before September 1, 2010.