HERBERT A. ROSS
U.S. Bankruptcy Judge

      The plaintiff trustee seeks a Bankruptcy Rule 7012(b) [F.R.Civ.P. 12(c)] judgment on the pleadings against Cook Inlet Cruises, Inc. (CICI) on Count II. This count alleges that:

1. Debtors had a lease interest in the M/V Spirit of Alderbrook II.

2.     1 ABR 302  Otto Holta, an insider and principal in debtors, without court approval leased the Alderbrook without notice or court approval to CICI for use on the Exxon Oil spill. The estate had a possessory interest in the Alderbrook under § 541(a) of the Bankruptcy Code.

3. Otto Holta was paid about $75,800 by CICI during this period. Holta was an officer of the estate whose salary was restricted to much less per month if payments were to come from the debtors.

4. The trustee is entitled to recovery of this sum under § 542 of the Bankruptcy Code because the Alderbrook was not Holta's to lease and all the proceeds from it are property of the estate.

      CICI objects to the simplistic analysis that it is subject to turnover of the funds paid to Holta just by admitting the trustee's allegations about the estate's interest in the Alderbrook and CICI's failure to get approval for its use of the Alderbrook for the Veco contract. The pleadings do not contain nearly enough uncontroverted facts to support a Rule 12 motion. Not every cent from the CICI-Veco contract is necessarily property of the estate. By analogy, not every cent earned by a nursing home or a hotel is "rent" proceeds under an assignment of rent clause in a mortgage. See In re Hillside Associates Ltd Partnership, 121 B.R. 23, 24 (9th Cir.BAP 1990).

      The CICI-Veco contract is not spelled out in any great detail in the pleadings. To blindly assume that all proceeds of the contract are property of the estate and subject to turnover is not warranted. The court does not elect to consider things outside the pleadings in deciding the trustee's motion. McGlinchy v. Shell     1 ABR 303  Chemical Co., 845 F.2d 802, 810 Cir. 1988) spell out the Rule 12 standards in the Ninth Circuit:

All allegations of fact by the party opposing the motion are accepted as true. Doleman v. Meiji Mut. Life Ins. Co., 727 F.2d 1480, 1482 (9th Cir.1984). A dismissal on the pleadings for failure to state a claim is proper only if "the movant clearly establishes that no material issue of fact remains to be resolved and that he is entitled to judgment as a matter of law." Id. (quoting 5 C. Wright & A. Miller, Federal Practice and Procedure: Civil s 1368, at 690 (1969)); see also General Cinema Corp. v. Buena Vista Distrib., 681 F.2d 594, 597 (9th Cir.1982).

The motion is not close to prevailing under Rule 12(c). Therefore,

      IT IS ORDERED that plaintiff's motion for judgment on the pleading under Rule 12 on Count II against CICI is DENIED.