—also noting that "conclusory allegations of law and unwarranted inferences are insufficient to defeat a motion to dismiss for failure to state a claim" (internal quotation marks omitted

The parties agree that, as this appeal comes to us on grant of a motion for dismissal under Federal Rule of Civil Procedure 12 (b)(6), we accept as true the facts alleged in the complaint and construe them in the light most favorable to the plaintiff.

In that event, the claim is said to be `grounded in fraud'or to `sound in fraud,'and the pleading of that claim as a whole must satisfy the particularity requirement of Rule 9 (b).

A court's review is limited to the face of the complaint, documents the complaint referenced, and matters of which the court may take judicial notice.

Thus, although Ms. Woodell avoids using the term "fraud'in describing her CPA claim (see Compl.¶¶ 132-40), her CPA allegations are still governed by the heightened Rule 9 (b) standard

In addition, we are mindful that, "[i] n general, the materiality of a statement or omission is a question of fact that should normally be left to a jury rather than resolved by the court on a motion to dismiss. Thus, we review the complaint only to determine that it pleads the existence of such statements and presents a plausible jury question of materiality."

Bare assertions bereft of allegations of material fact to support them, however, cannot withstand a motion to dismiss for failure to state a claim.

No scienter is required for liability under § 11; defendants will be liable for innocent or negligent material misstatements or omissions. "(internal quotation marks omitted

Here, a copy of the original performance bond is attached to both Plaintiff's Complaint, and Defendant's Motion to Dismiss, and is considered by the Court because its authenticity is not at issue and because it is the subject of, and referred to extensively, in the Complaint.

As we stated in In re Stac, "Rule 9 (b) serves to... protect professionals from the harm that comes from being subject to fraud charges."

[CITATION] The Kentucky Evidence Law Handbook