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laintiff-Appellant The Golden Budha Corporation ("Appellant") appeals from a judgment entered in the United States District Court for the Southern District of New York (Leval, J.) in favor of defendants-appellees 198*198 The Canadian Land Company of America, N.V., Herald Center Ltd., N.Y. Land (CF8), Ltd., The Manhattan Land Co., Inc., individually and doing business as The New York Land Company and N.Y.L. Properties, Inc. ("Appellees") dismissing all claims pleaded against them in the complaint. Appellant, a Georgia corporation, is the assignee of the interest of one Roger Roxas in the "Yamashita Treasure," alleged to have been unearthed by Roxas in the Philippines in 1971. Included in the complaint are claims for conversion of the treasure-trove and for fraud, fraudulent conveyance and imposition of a constructive trust relating to the acquisition and disposition of the treasure-trove by appellees. According to the complaint, the appellees are entities that have been under the dominion and control of Ferdinand and Imelda Marcos, former President and First Lady of the Republic of the Philippines, respectively, who allegedly stole the treasure from Roxas in the first instance.

Finding the conversion claim barred by the statute of limitations and the claims for fraud, fraudulent conveyance and imposition of a constructive trust defective for failure to state claims upon which relief may be granted, the district court dismissed the complaint in its entirety. The district court also denied, sub silentio, appellant's request to amend its complaint to replead the claim of fraud with more specificity.

On appeal, appellant argues that dismissal of the conversion claim on statute of limitations grounds was improper in light of its equitable estoppel contention; that the district court erred in requiring proof of insolvency to support a claim of fraudulent conveyance; that dismissal of the constructive trust claim was bottomed improperly upon failure to demonstrate the existence of a fiduciary duty; and that the district court should have granted leave to appellant to plead the fraud claim with more particularity. Appellant also contends that the district court erred in considering matters outside the complaint in dismissing for failure to state claims, thereby treating the motion as one for summary judgment without giving appellant the opportunity to oppose with rebutting evidence. For the reasons that follow, we vacate the judgment of the district court and remand for further proceedings.


931 F.2d 196 (1991)

The GOLDEN BUDHA CORPORATION, Plaintiff-Appellant,


The CANADIAN LAND COMPANY OF AMERICA, N.V., a Corporation, et al., Defendants, The Canadian Land Company of America, N.V., a Corporation; Herald Center Ltd., a Corporation; N.Y. Land (CF8), Ltd., N.V., a Corporation; Manhattan Land Co., Inc., a Corporation; N.Y.L., Inc., Individually and doing business as The New York Land Company; N.Y.L. Properties, Inc., a Corporation, Defendants-Appellees.

No. 753, Docket 90-7676.

United States Court of Appeals, Second Circuit.

Argued December 11, 1990.

Decided April 22, 1991.

New York Law School location: File #1120. Box #127