Full Opinion

United States Court of Appeals For the First Circuit No. 23-1314 INSTITUTO MÉDICO DEL NORTE, INC., Debtor, __________________ INSTITUTO MÉDICO DEL NORTE, INC., Appellant, v. GREENGIFT CAPITAL, LLC, Appellee. APPEAL FROM THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF PUERTO RICO [Hon. Pedro A. Delgado-Hernández, U.S. District Judge] Before Gelpí, Thompson, and Montecalvo, Circuit Judges. Rafael A. González-Valiente, with whom Godreau & Gonzalez Law, LLC was on brief, for appellant. Ramón L. Ramos-Aponte, with whom Gustavo A. Chico-Barris, Tomás F. Blanco-Pérez, and Ferraiuoli LLC were on brief, for appellee. September 2, 2026 THOMPSON, Circuit Judge. Instituto Médico del Norte, today's debtor/appellant, has been trying to repay a loan since the 1980s. But Instituto and Greengift Capital (the current loan-holder and today's appellee) are in a fierce battle about what, exactly, Instituto's got to fork over. We'll fill in the deets shortly, but the SparkNotes is this. In a recent adversary proceeding1 in bankruptcy court, Instituto tried to invoke a 1991 agreement to explain why it owed less on the loan balance than Greengift (and its predecessor loan-holders) said it did. The bankruptcy court sided with Greengift. See In re Instituto Médico del Norte, Inc., No. 13-08961, 2022 WL 609995, at *7 (Bankr. D.P.R. Mar. 1, 2022). But admittedly -- and with no disrespect intended towards the bankruptcy court -- we struggle to make sense of several key determinations in its dispositive order. We know that bankruptcy courts are quite busy, and they also don't have an obligation to make specific findings of fact or to elaborate on their decisions when resolving motions for summary judgment. See Grossman v. Berman, 241 F.3d 65, 68 (1st Cir. 2001). But 1"An adversary proceeding is a subsidiary lawsuit within the larger framework of a bankruptcy case," In re Buscone, 61 F.4th 10, 16 n.1 (1st Cir. 2023) (cleaned up), but it has "great" similarities to "an ordinary civil action," In re Harrington, 992 F.2d 3, 6 n.3 (1st Cir. 1993). - 2 - sometimes, a careful statement of reasoning is "a necessary precondition to intelligent appellate review." Id. We've said before that "[s]uch an occasion arises when a trial court grants a motion for summary judgment under circumstances in which the basis for its ruling is not easily ascertainable from the bare record." Id. And especially when we're wading in the "byzantine world of bankruptcy law," Guallini-Indij v. Banco Popular de P.R., 169 F.4th 64, 70 (1st Cir. 2026), we think "it is risky business for an appellate court to guess at what the [bankruptcy] court might have been thinking, and the better course is to remand for an elaboration of the decision," Grossman, 241 F.3d at 68. That's the case here. In response to the bankruptcy court's various orders to cough up some evidence of what's owed, Instituto offered more than 1,000 pages' worth of documents, as well as briefs with arguments and specific record citations. And yet the bankruptcy court (after, admittedly, providing a lot of background info, such as procedural history and general primers on Rule 12(b)(6) and Rule 56) unfortunately resolved the case in an "opinion and order" with only a paragraph of analysis that (1) lacks any record citation or reference to applicable law and (2) doesn't make clear the grounds of decision, with multiple possible interpretations of its reasoning apparent to us. See In re Instituto, 2022 WL 609995, at *7. That paucity deprives us of the opportunity to provide meaningful appellate review. So we - 3 - vacate and remand to the bankruptcy court to take another shot at it. "And given our inability to parse what happened below . . . we necessarily explain in considerable detail just why we think remand is necessary." Rivera-Carrasquillo v. Centro Ecuestre Madrigal, Inc., 812 F.3d 213, 215 (1st Cir. 2016). We articulate the specifics of what the bankruptcy court should consider upon remand, guided by our comments. SETTING THE SCENE A. The Loan and the 1991 Agreement(s) We'll start at the beginning, of course. Back in 1984, Instituto obtained a loan to the tune of $10,683,230 from Ponce Bank to build a hospital in Vega Baja, Puerto Rico. But Instituto and Ponce quickly fell into a dispute. The dispute's details are admittedly complicated and not well-documented in the record before us, but here's what we can glean from the parties' materials: Greengift says that Instituto quickly found itself "in default with the [l]oan's terms," while Instituto says that Ponce "refused to make disbursements on the loan as required by the credit agreement." But either way, Ponce filed a collections and foreclosure suit against Instituto in 1986. And then Instituto filed for Chapter 11 bankruptcy in 1987, soon afterward opening an adversary proceeding against Ponce. - 4 - Following long negotiations, Instituto and Ponce reached a settlement in 1991 to end this multi-faceted litigation.2 Yet the parties have different accounts of what exactly happened in 1991. Instituto says the most critical thing, at least for our purposes, was that the loan's balance was divided into two distinct notes going forward: an interest-bearing note for the principal balance of $10,584,920.17, and a non-interest-bearing note for past overdue interest of $3,585,388.53. (Put differently, from then on, interest would accrue on the principal note with an annual 2 As the bankruptcy court noted in another Instituto order (one that isn't part of today's adversary proceeding), here are the practical effects of the settlement: [Instituto] filed a Chapter 11 petition on February 13, 1987 . . . . After a stipulation filed between Instituto and Ponce Federal Bank in June 1990, the petition was voluntarily dismissed in April 1991. The adversary proceeding filed by Instituto against Ponce Federal Bank . . . ended in September 1993 when judgment was entered pursuant to the [S]tipulation filed by the parties in February 1991. Instituto Médico del Norte Inc., No. 13-08961, 2022 WL 1721350, at *2 n.1 (Bankr. D.P.R. May 27, 2022). Our understanding is that these agreements were not formalized into a confirmed plan, given Instituto's voluntary dismissal of its bankruptcy petition. The parties do not detail what happened with the 1986 collection action, but our examination of the docket revealed that it ceased at approximately the same time as the 1991 agreements were being hashed out. See generally Docket, Ponce Fed. Bank, FSB v. Instituto Médico del Norte, Inc., No. D CD1986-1935 (Bayamon Sup. Ct.). And no one notes that the Bayamon Superior Court made a determinative ruling on the collections effort that would otherwise legally affect the agreements. - 5 - interest rate of 5.981%, but that other $3.5 million note wouldn't accrue interest, as Instituto sees it.) Instead of everything accruing interest, in its telling, Instituto agreed to pay the interest-bearing note in monthly installments of up to $75,069, followed by a balloon payment at the end of the payment schedule worth approximately $4.6 million -- that figure being the remnants of the principal note, combined with the total value of the non-interest-bearing note (for which monthly payments were not due in the interim). Greengift, meanwhile, claims that a single specific 1991 agreement establishing that two-track payment plan "does not exist," at least in the sense that there were really several agreements between Instituto and Ponce executed then.3 B. The Stipulation and the Plan Fast forward more than twenty years of payments according to the settlement. In 2013, Instituto again filed for Chapter 11 bankruptcy. And in the bankruptcy court, Oriental (who took Ponce's place as the holder of the loan) filed a proof of claim for $8,951,814.92 with an annual interest rate of 5.98%.4 (Oriental's proof of claim did not distinguish between an 3 In a 2021 filing before the bankruptcy court, Greengift's predecessor, Condado, identified six different agreements between the parties in 1991. 4 A "proof of claim" is a "creditor's written statement that is submitted to show the basis and amount of the creditor's claim" in order for the creditor "to make a claim for payment out of the estate in bankruptcy." Proof of Claim, Black's Law Dictionary (12th ed. 2024). - 6 - interest-bearing portion of the loan and a non-interest-bearing portion.) While Instituto's bankruptcy plan was being worked out, Instituto and Oriental got into it about how much Oriental should be paid. But they worked it out. And in 2015, the two filed a stipulation to the bankruptcy court explaining how Oriental's claim should be treated in the final bankruptcy plan. Here's the important language from "The Stipulation": CLASS 7[5] - The allowed secured claim of Oriental, is currently being paid $75,069.00 per month according to a payment plan agreed upon in 1991. This Plan proposes to restructure the balance of the allowed secured claim to be amortized in a 19.25 year term with interest at the annual rate of 5.98% with a monthly payment of $60,000 for a six (6) month[] period from the effective date of the plan; thereafter a monthly payment of $75,069.00 for a period of fifty four (54) months with a[n] amortization as agreed in 1991. (Emphasis ours.) As the reader will later learn, from that "with [a]n amortization as agreed in 1991" language, Instituto says the two-note plan purportedly established in 1991 was preserved. 5 "Class 7" is referring to the "Class of Claims." As the Supreme Court has explained, the Bankruptcy Code "sets forth a basic system of priority, which ordinarily determines the order in which the bankruptcy court will distribute assets of the estate." See Czyzewski v. Jevic Holding Corp., 580 U.S. 451, 457 (2017) (describing the usual priority order, but noting that there is "more flexibility for distributions pursuant to Chapter 11 plans"). More simply, where the creditor's claim falls on the priority list will determine where in line they stand when the assets are dished out. - 7 - The final plan (which we uncreatively christen "The Plan") approved by the bankruptcy court incorporated most of the above-reproduced language, but not all. First, in the "Classes of Claims and Equity Interest" section: CLASS 7 - This class comprises the allowable secured claim of Oriental Bank and Trust ("Oriental"). . . . A settlement agreement[6] was reached with Oriental as to the manner in which this creditor will be paid. The settlement was approved by this Hon. Court and its terms and conditions are made part of the treatment for this creditor under the Plan. (Underlined in original.) Second, in the "Treatment of Claims"7 section: CLASS 7 - The allowed secured claim of Oriental is currently being paid $75,069 per month according to a payment plan agreed upon in 1991. This Plan proposes to restructure the balance of the allowed secured claim to be amortized in a 231-monthly term with interest at the annual rate of 5.98%. Monthly installments of $60,000.00, including principal and interest, will commence at the Effective Date of the Plan for six months, and then 54 monthly payments of $75,069.00. The remaining balance will be due in a balloon payment 30 days thereafter. . . . See Summary of Claims and Plan Payments attached hereto as Exhibit A-1. 6 This settlement agreement is, as we understand it, the Stipulation. (More on that later.) 7 Drawing on the above "Class of Claims" section, this portion of the bankruptcy plan explains the debtor's legal obligations to the class of creditors therein going forward. - 8 - (Bolded ours, underlined in original.) Nowhere in either passage in the Plan, the astute reader will note, is the phrase "a[n] amortization as agreed in 1991." So the Plan went into effect in August 2016. But later on, some wires got crossed. In short, Instituto and Oriental fell into a spat about the loan's precise balance after the Plan's Confirmation. The disagreement continued when Condado 7, another entity, acquired the loan from Oriental. Condado thought that balance was much higher than Instituto did, because Instituto believed that the bifurcated note plan remained in effect -- that is, a significant portion of the loan balance still wasn't accruing interest, even after the Plan went into effect. C. Bankruptcy Court Proceedings That leads to today's case. In 2021, Instituto reopened the 2013 bankruptcy case and started an adversary proceeding against Condado. After some initial matters, Instituto filed an amended complaint. There, it explained what, precisely, it sought: • declaratory judgments stating (1) that Instituto correctly accounted the loan's total and principal balances; and (2) that the $3.5 million note doesn't accrue interest, based on the "amortization as agreed in 1991" language; - 9 - • a civil contempt claim against Oriental and Condado for violating the Plan by charging interest Instituto didn't owe; and • damages. i. The Motion to Dismiss Condado soon moved to dismiss the complaint. Among other points it made, it identified at least six distinct "1991 agreements" that could have been the focus of the Stipulation's "a[n] amortization as agreed in 1991" language. And it said that its application of interest was actually consistent with the Plan's terms. In response, Instituto moved to convert Condado's motion to dismiss into a motion for summary judgment. In Instituto's view, Condado didn't focus on the allegations but instead made reference to matters outside the pleadings; that, in essence, made its motion one for summary judgment. And given the way Condado had presented its motion with facts outside the pleadings referenced, Instituto also sought more time to get discovery to properly respond to what it thought, in essence, was a summary judgment motion; Instituto wanted the chance to depose Oriental Bank officials and request production of some documents to make its case. Condado retorted by observing that the documents it referenced were incorporated into the pleadings by reference, so - 10 - it was still fine to proceed under Rule 12. And Condado alternatively argued that Instituto's discovery wasn't necessary because, even if the court intended to treat the motion as a summary judgment motion, Instituto's filing hadn't met the strictures of Federal Rule of Civil Procedure 56(d), which requires an affidavit showing specific evidentiary needs to halt summary judgment proceedings and allow discovery. To that, Instituto offered a short response largely repeating points from its original motion. The bankruptcy court then entered a puzzling order. See In re Instituto Médico del Norte, Inc., No. 13-08961, 2021 WL 4944085 (Bankr. D.P.R. Oct. 22, 2021). (We'll call it the "October 2021 Order.") After summarizing the arguments, the court concluded "that the bottom-line of this case hinges on one factual issue." Id. at *5. In its words, here was that one big issue: Have the payments made by Instituto to Oriental/Condado been credited and applied by Oriental/Condado to the restructured allowed secured claim in accordance with the amortization provided for in the [Plan] . . . which incorporates the [S]tipulation with Oriental Bank (dkt. #491 in bankruptcy case), approved on September 28, 2015 (dkt. #513 in the bankruptcy case)? Id. It next explained that, to secure the declaratory judgment, "Instituto ha[d] the burden of establishing" that payments "had not been made" according to the schedule; its "conclusory allegations" in the complaint didn't show any misapplication. Id. - 11 - Still, Condado's retort -- that all payments had been correctly applied in accordance with the Plan and the Stipulation -- wasn't sufficient in the court's eyes to dismiss the case, because those documents weren't before it. Id. So the bankruptcy court said the issue could get figured out in three steps: first, determining "how the payments should have been made and applied as set forth in the [Plan]," then providing "a detail of the payments made," and finally providing "a detail of how the payments were applied and the balance owed after each payment." Id. at *6. That all made good sense. And then things began to go off the rails. Without expressly saying it was converting Condado's motion to dismiss into a motion for summary judgment, the bankruptcy court then ordered Instituto -- yes, Instituto, not Condado -- to move for summary judgment. See id. But unlike the typical summary judgment motion, the bankruptcy court said discovery wasn't necessary to conduct this tripartite analysis because "such basic accounting should have been in [Instituto's] possession before filing the complaint, as it is the basis for the causes of action in the same. Not having the evidence may raise the inference of intended delay if the payments were not actually made."8 Id. at *5-6. 8 We pause here to note the effect of this ruling: Instituto could no longer rely on the pleading standard, but instead had to produce evidence to keep the case moving. As we'll discuss, we think it awfully odd that the bankruptcy court imposed an - 12 - ii. Instituto's Motion for Summary Judgment Thus spawned more motions. First, as the bankruptcy court directed, Instituto indeed moved for summary judgment, and submitted with it a hefty pile of papers. It argued that the Stipulation and the Plan incorporated the 1991 Agreement, which in turn "created an interest-bearing note for the then outstanding principal balance on the loan and a non-interest-bearing Note for the then outstanding overdue interest." With the motion came about 700 pages of documentation, including documents from the 1990s and what we think is Oriental's spreadsheet of a payment schedule with a "non[-]interest[-]bearing portion" in the exact amount Instituto claimed: $3,585,388.53. Greengift (who had, by this point, taken over for Condado) naturally opposed.9 It argued that all payments had been applied as the Plan and the Stipulation required and highlighted a spreadsheet of its own. Instituto then said that it needed time to pursue additional discovery to file its reply brief. In its view, Greengift had argued that the documents were ambiguous, so discerning the "intent of the [p]arties" was necessary for it to evidentiary burden on Instituto without letting Instituto undertake discovery, particularly given that Instituto repeatedly claimed it couldn't meet that burden without such an opportunity. 9 And thus Greengift became the movant for the still-outstanding motion to dismiss. - 13 - respond to Greengift's arguments. Instituto thus sent a set of interrogatories to Oriental (who, to remind, was the co-signatory of the Stipulation). The bankruptcy court granted the extension to pursue this discovery. But Greengift moved to reconsider the decision on January 13, 2022 (and yes, the specific dates begin to matter here). It quoted the October 2021 Order, which (to remind) said that the outstanding inquiry didn't "require conducting discovery at this juncture." In re Instituto, 2021 WL 4944085, at *5. From that, Greengift said that discovery wasn't needed for Instituto's reply. A response from Instituto to this motion to reconsider was due on January 27, 2022. But that chance to respond never came. On January 21, 2022, the bankruptcy court held a long status conference. The highlights are that the bankruptcy court (1) granted Greengift's motion to reconsider and thus stayed any discovery until the resolution of Instituto's summary judgment motion, and (2) ordered the parties to provide supplements to their summary judgment briefing within 21 days. It issued minutes of this status conference and the order for supplemental briefing about a week later, on January 27. Instituto supplemented its briefing on February 11. It filed more stacks of banking paperwork (largely provided by - 14 - Oriental via its initial disclosures) that, in its view, showed how the $3.5 million note "does not generate interest." Greengift filed its brief six days later, but Instituto suddenly moved to strike the filing. It argued that Greengift had filed six days too late, because 21 days after the status conference was February 11, rather than February 17. And Instituto theorized that Greengift filed late so it could use this no-longer-simultaneously-filed supplemental briefing to get a leg up on Instituto.10 The bankruptcy court denied Instituto's motion to strike without explanation. At this point, we offer a quick reminder of the procedural highlights thus far, all the better to understand the upcoming order: • Instituto filed an amended complaint. • Condado moved to dismiss. • Instituto sought to convert that motion into a motion for summary judgment, and also sought discovery. • Without resolving Condado's motion to dismiss, the bankruptcy court ordered Instituto to file a motion for summary judgment, but denied Instituto's request to get discovery. 10On appeal, but not before the bankruptcy court, Greengift pointed to the day the order was issued, rather than the day of the status conference, as the day the 21-day clock began ticking, which would make its supplemental brief timely. - 15 - • Instituto sought discovery again. • The bankruptcy court permitted it. • Greengift moved for the court to reconsider that decision. • At the status conference, the bankruptcy court sided with Greengift and again forbade discovery, but permitted the parties to file supplemental briefing. • Both parties filed supplemental briefing (though quibbled about the timeline). iii. The March 2022 Order And, finally, we turn to the bankruptcy court's order ending the case (which we now call the "March 2022 Order" to help keep things straight). See generally In re Instituto, 2022 WL 609995. After describing much of the above, as well as providing primers about Rule 12 and Rule 56 caselaw, the bankruptcy court explained as follows: Instituto has failed to present to the court evidence or reasonable support for its allegation that the [S]tipulation between [Instituto] and [Oriental], as well as the [Plan], provide that the portion of the credit in the amount of $3,585,388.53 does not generate interest. Moreover, even if the $3,585,388.53 did not generate interest at some point in time, Instituto has failed to provide evidence that it has complied with the payments as provided for in the [Plan] and the [S]tipulation. Conclusory allegations do not suffice. On the other hand, assuming the truth of all well-plead facts in the amended - 16 - complaint and giving the benefit of all reasonable inferences therefrom, the court concludes that the complaint does not plead a plausible claim as it is based on conclusions not supported by the facts. Plaintiff Instituto has had a reasonable opportunity to fill the factual gap and has been unable to do so. Id. at *7. With those five sentences, the litigation before the bankruptcy court came to an end. D. District Court Proceedings Instituto appealed to the federal district court, per the appellate bankruptcy process. It argued: (1) that the bankruptcy court erred in dismissing the adversary proceeding; (2) that it erred in denying Instituto's motion for summary judgment; (3) that it erred in denying Instituto's request for discovery; and (4) that it erred in denying Instituto's motion to strike the supposedly late filing. The district court found no error. See Instituto Médico del Norte, Inc. v. Greengift Cap., LLC, No. CV 22-1122 (PAD), 2023 WL 2732420, at *1 (D.P.R. Feb. 24, 2023). For starters, it held that the Plan didn't adopt the 1991 Agreement's bifurcation of the notes. Instead, the Plan just stated that the loan's balance would "be amortized in a 231-monthly term with interest at the annual rate of 5.98%." Id. at *3. So the Plan didn't incorporate the bifurcation terms, and the Stipulation's language (specifically "with a[n] amortization as agreed in 1991") couldn't alone - 17 - establish "that the parties were splitting the remaining balance into one interest-bearing portion and a second non-interest-bearing portion." Id. Nor did the district court find reversible error in the bankruptcy court's denial of Instituto's discovery requests. It thought the issue could be resolved from the plain text of the Plan, and it was unconvinced that the denial of discovery was "plainly wrong" (the appellate standard of review, in its words). Id. at *4. Third, the district court affirmed what it determined to be the bankruptcy court's decision to convert the motion to dismiss into one for summary judgment, given the only factual question necessary to resolve the case was outside the pleadings. Because "the case was dismissed pursuant to the summary judgment standard, not the traditional 12(b)(6) standard," this argument wasn't getting Instituto anywhere. Id. at *5. Finally, the district court said the bankruptcy court's denial of the motion to strike Greengift's late filing was "a purely discretional matter that this court will not interfere with on appeal." Id. Instituto then appealed to us. And here we are. OUR TAKE Instituto offers us essentially the same four arguments it presented to the district court. Before we get to them, though, - 18 - we note one thing: "While the district court affirmed the bankruptcy court's decision, we review the bankruptcy court's decision directly and cede no special deference to the district court's determinations." In re Zizza, 875 F.3d 728, 731 (1st Cir. 2017) (cleaned up). So we draw on the district court's reasoning only to the extent it helps us make sense of the bankruptcy court's decision. We begin with Greengift's motion to dismiss11, then move to Instituto's motion for summary judgment, and close with thoughts about discovery (not reaching the motion to strike). A. Greengift's Motion to Dismiss Instituto first argues that the bankruptcy court's order violated Rule 12(b)(6) in a few ways. For one, Instituto says the bankruptcy court's choice of words -- that it was granting Greengift's motion to dismiss because Instituto's complaint was "based on conclusions not supported by the facts" -- raised the bar too high for the case to survive Rule 12(b)(6). In re Instituto, 2022 WL 609995 at *7. As a follow-on, Instituto observes that the bankruptcy court never explicitly converted Greengift's motion to dismiss into a motion for summary judgment (only denying Instituto's motion for summary judgment), where such 11To be clear, this is the motion to dismiss that Condado originally filed. Greengift technically took it over when it assumed Condado's place in the litigation. For simplicity's sake, we refer to it as Greengift's motion to dismiss. - 19 - a standard would have been permissible. And if all the non-conclusory allegations were instead credited, says Instituto, it properly stated claims for relief -- and thus the case shouldn't have ended at the hands of Rule 12(b)(6). Greengift responds that, once Instituto moved for summary judgment (following the bankruptcy court's order), the Rule 12(b)(6) standard "became inapplicable," because Greengift's motion to dismiss was converted into a motion for summary judgment.12 And, relying on the district court's formulation (which strikes us as somewhat baffling), Greengift explains that the motion was "expressly converted." Instituto, 2023 WL 2732420, at *5. On the merits, Greengift walks through why Instituto failed to state a claim, quoting the bankruptcy court in saying that Instituto "failed to provide evidence" that there's a part of the loan that doesn't accrue interest and that Instituto "has complied We find the argument admittedly a bit confusing, so we're 12 going to quote the brief verbatim here: Instituto repeats in the instant appeal that the Bankruptcy Court erred in dismissing its Complaint because it "should have applied the standards under Rule 12(b)(6), but failed to do so." . . . Instituto fails to understand that when it moved for summary judgment, the Fed. R. Civ. P. 12(b)(6) standard became inapplicable. As correctly analyzed by the District Court, "the 12(b)(6) standard discussion is inapposite because the Bankruptcy Court expressly converted Greengift's motion to dismiss into a motion for summary judgment." - 20 - with" the Plan and the Stipulation. See In re Instituto, 2022 WL 609995, at *7. For starters, we offer just a bit about when, exactly, motions to dismiss are converted into motions for summary judgment, an analysis that's "functional rather than mechanical." Calderón-Amezquita v. Rivera-Cruz, 158 F.4th 54, 69 (1st Cir. 2025). "Under Rule 12(b)(6), the district court may properly consider only facts and documents that are part of or incorporated into the complaint; if matters outside the pleadings are considered, the motion must be decided under the more stringent standards applicable to a Rule 56 motion for summary judgment." Trans-Spec Truck Serv., Inc. v. Caterpillar Inc., 524 F.3d 315, 321 (1st Cir. 2008) (emphasis added, cleaned up); see also Crawford v. Salve Regina Univ., 178 F.4th 734, 742-43 (1st Cir. 2026) (discussing the rule). But the important word there is "considered." Because, "if the district court chooses to ignore the supplementary materials and determines the motion under the Rule 12(b)(6) standard, no conversion occurs." Garita Hotel Ltd. P'ship v. Ponce Fed. Bank, F.S.B., 958 F.2d 15, 18 (1st Cir. 1992). Put differently, "the test is not whether supplementary materials were filed, but whether the court actually took cognizance of them, or invoked Rule 56, in arriving at its decision." Id. at 19. After careful review of the record and the parties' arguments, we are puzzled by the bankruptcy court's treatment of - 21 - Greengift's motion to dismiss. "And, regrettably, the record does not supply a ready answer: each side's characterization of the judge's actions finds at least some support there." Rivera-Carrasquillo, 812 F.3d at 228. Here's what Greengift gets right. Earlier in the litigation, the bankruptcy court recognized that a factual issue was central to the adjudication of the ultimate case. See In re Instituto, 2021 WL 4944085, at *5 ("The above factual question is the key to the amended complaint."). And the same order also said that the circumstances "move[] the court to consider the matter through a motion for summary judgment as it is fact-based, and the dispositive data is not before the court." Id. at *6. Those points certainly favor Greengift's interpretation of the record -- at least an implicit conversion of the motion into one for summary judgment. Along with that, the bankruptcy court said as follows during the January 2022 status conference: [T]he motion to dismiss . . . was addressed in this court's order of October 22, 2021 . . . in which the Court opted to consider the motion to dismiss as a motion for summary judgment and that, in answer to this Court's order . . . is that the debtor-plaintiff filed a motion for summary judgment. So really, what is before the Court is a motion for summary judgment and the opposition by Greengift. - 22 - And the bankruptcy court, almost immediately afterwards, agreed that Greengift's motion to dismiss was "subsumed" (whatever that means) by Instituto's motion for summary judgment. Still, countervailing considerations suggest that Instituto's right: the bankruptcy court applied the wrong standard in the dispositive order. For starters, before the issuance of the October 2021 order, Instituto specifically asked for the motion to dismiss (which, to remind, was at that point filed by Condado, because Greengift hadn't taken over) to be converted into a motion for summary judgment, and Condado opposed -- actually saying that the motion to dismiss shouldn't be converted into a motion for summary judgment. Several parts of the March 2022 order also complicate things. For starters, the bankruptcy court provided more than a page's worth of generic Rule 12(b)(6) caselaw in the "standard" sections -- with a specific section of "Standard of Motion to Dismiss" -- and nowhere in that lengthy explanation did it include any caselaw about conversion. See In re Instituto, 2022 WL 609995, at *3-4. We find the extended discussion of Rule 12(b)(6) caselaw an odd addition if such a conversion to summary judgment did occur. The one paragraph of analysis that the bankruptcy court provided in that order did include statements that don't quite comport with Rule 12(b)(6). On the one hand, the bankruptcy court said that it "assum[ed] the truth of all well-plead facts in the - 23 - amended complaint and [gave] the benefit of all reasonable inferences therefrom." Id. at *7. So far, so good. But the bankruptcy court then faulted Instituto for failing to state a claim because the complaint "does not plead a plausible claim as it is based on conclusions not supported by the facts." Id. Perhaps that was a statement that the complaint was too conclusory -- which also is fine to say when evaluating a Rule 12(b)(6) motion. Yet the bankruptcy court then noted that Instituto "had a reasonable opportunity to fill the factual gap and has been unable to do so." Id. We don't read the bankruptcy court to be saying that Instituto could've filled this gap via a second amended complaint (and no party is arguing that's what the bankruptcy court meant), so the fault assigned to Instituto in that sentence seems to be about a dearth of evidence. Assuming the truth of well-plead facts in the complaint is in-line with Rule 12(b)(6); granting a motion to dismiss in part because a party didn't "fill a f