OPINION OF THE COURT
NYGAARD, Circuit Judge.
Flight Systems, Inc. appeals an order by the district court adopting the report and recommendation of a magistrate judge and dismissing Flight Systems' suit under Fed. R.Civ.P. 12(b)(6). We will vacate the order and remand for further proceedings consistent with this opinion.
I. FACTUAL AND PROCEDURAL BACKGROUND
This diversity case arises from a contract dispute governed by the laws of Pennsylvania...
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