International Code Council, Inc. (“ICC”), a nonprofit organization that develops model building codes and standards, sued a for-profit competitor, UpCodes, Inc., for false advertising and false statements in violation of the Lanham Act, 15 U.S.C. §1125(a), New York General Business Law §§349 and 350-a, and New York’s common law of unfair competition. ICC alleges that UpCodes falsely asserted that its codes were always up to date, that its codes integrated all amendments enacted by local jurisdictions, and that it was the sole provider of such integrated amendments. The United States District Court for the Southern District of New York (Marrero, J.) sua sponte and without notice converted the parties’ pre-motion letters into a motion to dismiss and a response, and then granted that motion. On appeal, we conclude that the district court erred by failing to provide ICC with notice and an opportunity to fully defend the sufficiency of its complaint. However, because the parties have fully briefed the legal issues presented on appeal and we review a dismissal for failure to state a claim de novo, we reach the merits and reverse on nearly all grounds. We conclude that ICC adequately pled falsity as to UpCodes’s assurances of accuracy, statements regarding integration of all amendments, and assertions of unique services. We also conclude that ICC sufficiently alleged the materiality of the challenged statements. We affirm the district court’s decision only to the extent that it dismissed claims premised on UpCodes’s promises that its customers would glean a “complete understanding” of relevant code, but we affirm that narrow dismissal on different grounds. We therefore AFFIRM IN PART and REVERSE IN PART the district court’s decision and order and REMAND for further proceedings consistent with this opinion. ROBERT SACK, C.J. International Code Council, Inc. (“ICC”), a nonprofit organization that develops model building codes and standards, sued a for-profit competitor, UpCodes, Inc., for false advertising in violation of the Lanham Act, 15 U.S.C. §1125(a), New York General Business Law §§349 and 350-a, and New York’s common law of unfair competition. ICC alleges that UpCodes falsely asserted that its codes are always up to date, that its codes integrate all amendments enacted by local jurisdictions, and that it is the sole provider of such integrated amendments. The United States District Court for the Southern District of New York (Marrero, J.) sua sponte and without notice converted the parties’ pre-motion letters into a motion to dismiss and a response, and then granted that motion. On appeal, we conclude that the district court erred by failing to provide ICC with notice and an opportunity to fully defend the sufficiency of its complaint. We reach the merits because the pleadings are before us, the parties have fully briefed all issues raised in the appeal, and we review a grant of a motion to dismiss de novo. We conclude that ICC adequately pled falsity as to UpCodes’s assurances of accuracy, statements regarding integration of all amendments, and assertions of unique services. We also conclude that ICC sufficiently alleged the materiality of the challenged statements. We affirm the district court’s decision only to the extent that it dismissed claims premised on UpCodes’s promises that its customers would gain a “complete understanding” of relevant code, but we do so on different grounds from those relied upon by the district court. BACKGROUND Factual Background Unless otherwise noted, “[a]ll facts are taken from plaintiff['s] complaint, and because plaintiff[] appeal[s] from an order granting a motion to dismiss, we accept all factual allegations in the complaint as true.” Salazar v. King, 822 F.3d 61, 68 n.5 (2d Cir. 2016). ICC is a nonprofit organization that develops model building codes, fire safety codes, plumbing codes, and other similar materials. It publishes updated versions of these codes — known as “International Codes” or “I-Codes” — every three years. Many state and local governments adopt these model codes into their statutes and regulations, establishing them as binding law within their jurisdictions. When a local government adopts an I-Code, it often does not publish the entirety of the code; rather, it codifies the code by reference and then publishes its own amendments. ICC also publishes “Custom Codes” that integrate these amendments into the I-Codes, to reflect the governing law in those jurisdictions. Although the public can view I-Codes free of charge, ICC covers the cost of developing codes by selling physical and electronic copies of the I-Codes and Custom Codes and by offering enhanced services that allow customers to access code commentaries and use tools such as highlighting, bookmarking, and annotation. In 2016, defendants Garrett Reynolds and Scott Reynolds founded UpCodes, a for-profit company that directly competes with ICC. UpCodes’s business model allegedly relies on “selling and giving away unauthorized copies of the I-Codes and the Custom Codes.” App’x 27, 28. UpCodes allegedly charges their subscribers a premium to access versions of ICC’s publications with integrated amendments. As relevant to ICC’s claims, UpCodes made three categories of statements on its website and Twitter account about its products: (1) representations relating to the accuracy of the codes available on UpCodes’s website, including claims that its codes were “always up to date,” App’x 33-34, 50, and that the website “provides a complete understanding of relevant material,” id. at 34-35, 52; (2) statements relating to UpCodes’s publication of codes with integrated amendments, including claims such as, “UpCodes hosts the adopted codes as enacted by the state or local jurisdiction,” id. at 36, 54; and (3) statements relating to UpCodes being the sole source of codes with integrated amendments, including claims that UpCodes is the “only place where all the codes are kept up-to-date with all the amendments integrated natively into the code,” id. at 34, 51. ICC alleges that these statements were false and misleading. First, ICC claims that UpCodes’s assertions of accuracy were false because its codes contained significant errors. These alleged errors fall into four categories: (1) scanning errors; (2) posting non-law, i.e., publishing I-Code material as law when it had not been adopted; (3) omitting law, i.e., failing to post I-Code material that had been adopted as law; and (4) failing to integrate various state and local amendments. Second, ICC claims that UpCodes’s statements that it hosts codes as enacted by jurisdictions were false because of the errors relating to amendment integration. Finally, ICC alleges that UpCodes falsely advertised that it is the sole provider of integrated amendments when ICC also offers Custom Codes with integrated amendments. Procedural History On August 17, 2017, ICC filed a separate copyright infringement action against UpCodes in the United States District Court for the Southern District of New York, claiming that UpCodes infringed ICC’s copyrights by posting the I-Codes and integrated codes that incorporated the I-Codes by reference. See Int’l Code Council, Inc. v. UpCodes, Inc., No. 17 CIV. 6261, 2020 WL 2750636, at *4 (S.D.N.Y. May 27, 2020). After discovery was completed in that action, ICC moved for summary judgment, and UpCodes filed a cross motion for partial summary judgment. The district court denied both motions in May 2020. On June 5, 2020, shortly after the denial of summary judgment in the copyright action, ICC filed this suit against UpCodes and its founders for false advertising in violation of the Lanham Act, 15 U.S.C. §1125(a), and New York General Business Law §§349 and 350-a, and for unfair competition under New York common law. On June 15, 2020, the district court consolidated the false advertising action with the copyright action for pre-trial purposes only. Prior to UpCodes’s filing of a motion to dismiss and pursuant to Judge Marrero’s published individual practices, the parties exchanged pre-motion letters — which were limited to three pages by those practices — outlining their arguments for or against dismissal. Instead of scheduling the post-letter conference called for by those same individual practices, however, on March 1, 2021, the district court sua sponte and without notice converted the parties’ pre-motion letters into a motion to dismiss and opposition. Based on those three-page letters alone and without providing the parties an opportunity to file a motion and response, much less to be heard with full briefing, the court dismissed ICC’s complaint in its entirety. See Int’l Code Council, Inc. v. UpCodes, Inc., No. 17 CIV. 6261, 2021 WL 1236106 (S.D.N.Y. Mar. 1, 2021). According to the district court, although ICC had adequately pled that UpCodes’s representations of accuracy and completeness were false, those statements were “nonactionable puffery” because they were “exaggerated” claims “upon which no reasonable buyer would be justified in relying.” Id. at *6-8 (internal quotation marks omitted). The court further concluded that ICC failed to plead falsity as to UpCodes’s representations regarding integrated amendments, determining that those claims “are neither literally nor impliedly false” because ICC conceded that UpCodes’s website does include “some but not all” integrated amendments. Id. at *6. Finally, the court determined that ICC had abandoned its claim that UpCodes made false statements about being the exclusive provider of codes with integrated local amendments. In their pre-motion letter, the defendants had argued that ICC did not adequately allege falsity because one of the statements touting UpCodes as “the only source of integrated amendments” was limited to “jurisdictions [that] do not provide integrated code books.” Id. at *8. Based on ICC’s pre-motion letter, the court determined that “Plaintiff d[id] not respond to this argument,” and the court “consider[ed] it conceded.” Id. The court therefore dismissed all of ICC’s false advertising claims under the Lanham Act and New York statutory law and dismissed ICC’s New York common law claims for unfair competition claims because they “mirror the Lanham Act claims.” Id. at *9 (internal quotation marks omitted). DISCUSSION On appeal, ICC argues that the district court erred by relying solely on pre-motion letters and dismissing its complaint without allowing the parties to brief the issues in the ordinary course. ICC also argues that the district court erred by holding that UpCodes’s promises of accuracy were nonactionable puffery and by concluding that it failed to adequately plead the falsity of the other categories of statements. ICC further asserts that it adequately pled the materiality of challenged statements. For reasons given below, we agree with ICC on nearly all counts. I. Standard of Review We review the dismissal of a complaint for failure to state a claim upon which relief can be granted de novo. See Dane v. UnitedHealthcare Ins. Co., 974 F.3d 183, 188 (2d Cir. 2020). “To survive a motion to dismiss, a complaint must contain sufficient factual matter, accepted as true, to ‘state a claim to relief that is plausible on its face.’” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007)). We “accept[] all well-pleaded allegations in the complaint as true, drawing all reasonable inferences in the plaintiff’s favor.” Operating Loc. 649 Annuity Tr. Fund v. Smith Barney Fund Mgmt. LLC, 595 F.3d 86, 91 (2d Cir. 2010). Thus, “[f]act-specific questions cannot be resolved on the pleadings.” Anderson News, L.L.C. v. Am. Media, Inc., 680 F.3d 162, 185 (2d Cir. 2012) (brackets, citation, and internal quotation marks omitted). II. Dismissal of ICC’s Complaint Based on Pre-Motion Letters The district court erred by sua sponte and without notice construing the parties’ pre-motion letters as briefing on a motion to dismiss and granting that motion. We have instructed district courts in our Circuit “not [to] dismiss an action pending before it without first providing the adversely affected party with notice and an opportunity to be heard.” McGinty v. New York, 251 F.3d 84, 90 (2d Cir. 2001); see also id. (“[A] sua sponte dismissal absent notice and an opportunity to be heard can itself be grounds for reversal….”). “Unless it is unmistakably clear that the court lacks jurisdiction, or that the complaint lacks merit or is otherwise defective, we believe it is bad practice for a district court to dismiss” without notice and “without affording a plaintiff the opportunity to be [fully] heard in opposition.” Snider v. Melindez, 199 F.3d 108, 113 (2d Cir. 1999). Although “this Court has occasionally ‘approved’ the practice of construing pre-motion letters as the motions themselves…under appropriate circumstances,” Kapitalforeningen Lægernes Inv. v. United Techs. Corp., 779 F. App’x 69, 70 (2d Cir. 2019) (summary order) (internal quotation marks omitted), this case does not present such circumstances. Panels of this Court have, indeed, condoned district courts’ denials of non-dispositive motions based on pre-motion letters when those letters were sufficiently lengthy to address all relevant arguments and when there was a clear lack of merit to the arguments supporting the motion. See, e.g., StreetEasy, Inc. v. Chertok, 730 F. App’x 4, 6 (2d Cir. 2018) (summary order) (affirming denial of pre-motion letter construed as Rule 60 motion when “the parties offered detailed arguments in pre-motion letters that evidenced the clear lack of merit in [the appellant's] contemplated motion,” and the appellant could not identify “any additional arguments he would have pressed…had he been permitted to file full motion briefs initially”); In re Best Payphones, Inc., 450 F. App’x 8, 15 (2d Cir. 2011) (summary order) (affirming denial of seven-page, single-spaced pre-motion letter construed as sanctions motion “[g]iven the length and detail of the Pre-motion Letter and responses, and the clear lack of merit,” and noting that the appellant could not identify “any additional argument it would have made had it filed full motion papers”). Cf. Griffin v. Sheeran, 767 F. App’x 129, 132 (2d Cir. 2019) (summary order) (holding that court “acted outside the scope of its powers” by converting pre-motion letter into motion to intervene and denying that motion because the case was “unlike others where this Court has previously approved” of such actions after “allow[ing] the movant to offer reply letters, exhibits, and/or oral argument”).1 The circumstances in which we have found such abbreviated proceedings appropriate are poles apart from those presented in this appeal. Here, the court granted (rather than denied) a dispositive motion; the pre-motion letters were limited to three pages; and — as indicated by our reversal for the reasons detailed below — ICC’s arguments against dismissal did not clearly lack merit. As recently as May of this year, we noted other plaintiffs’ “valid concern[s]” that this district judge’s similar actions in another case possibly violated local rules and the judge’s individual practices.2 Grossman v. GEICO Cas. Co., No. 21-2789, 2022 WL 1656593, at *4 (2d Cir. May 25, 2022) (summary order); see also Kapitalforeningen Lægernes Inv., 779 F. App’x at 70 (expressing criticism of the fact that “ [e]ight months” after filing of pre-motion letter and “without a hearing or further notice to the parties, Judge Marrero construed [defendant's] pre-motion letter as an actual motion and dismissed the…complaint,” but “essentially treat[ing] [the] district court’s failure…as a form of harmless error” in light of the obvious deficiencies in the complaint). Our disapproval of similar practices is longstanding. See, e.g., Perez v. Ortiz, 849 F.2d 793, 797 (2d Cir. 1988) (holding that a “particular [District of Connecticut] district judge” erred by dismissing “five separate…cases” “sua sponte and without notice to plaintiffs,” and commenting that “we [were] troubled by the procedural aspects of these dismissals” (brackets and internal quotation marks omitted)). We reiterate our concern here. First, parties must be afforded notice that the court is considering dismissal based solely on the arguments presented in pre-motion letters. As a general matter, a “district court inappropriately dismisse[s]” a case when it does so “ without informing plaintiffs it was contemplating such action.” McGinty, 251 F.3d at 90 (internal quotation marks omitted). We have explained that [n]otice serves several important purposes. It gives the adversely affected party a chance to develop the record to show why dismissal is improper; it facilitates de novo review of legal conclusions by ensuring the presence of a fully-developed record before an appellate court; and, it helps the trial court avoid the risk that it may have overlooked valid answers to what it perceives as defects in [the] plaintiff’s case. Id. (citations omitted). Second, by relying solely on three-page pre-motion letters, the district court denied the “[non-moving party] the opportunity to present [its] best arguments in opposition.” Perez, 849 F.2d at 797. ICC likely understandably assumed (per local rules and the judge’s individual practices) that it would have the opportunity to fully respond to a formal motion to dismiss. And, by denying ICC this opportunity, the district court actually did “overlook[] valid answers to what it perceive[d] as defects in [the] plaintiff’s case,” McGinty, 251 F.3d at 90, as evidenced by our near total reversal on the merits. Indeed, with respect to one question before the court — whether ICC adequately pled that UpCodes falsely stated that it was the sole source of integrated amendments — the district court did not permit ICC to present its valid answer, holding instead that ICC abandoned the claim by omission in a letter it did not know was expected to contain, in three pages, the entirety of its case. Third, the district court’s course of action did nothing to conserve judicial resources. See Snider, 199 F.3d at 113 (“[D]enying a plaintiff an opportunity to be heard ‘may tend to produce the very effect the court seeks to avoid — a waste of judicial resources — by leading to appeals and remands.’” (quoting Perez, 849 F.2d at 797)). Rather than remand for the parties to submit and the district court to consider a fully briefed motion to dismiss, we reach the merits of ICC’s claims. As we have occasionally noted in prior cases, we need not necessarily return the matter to the district court when the parties “have fully briefed all the questions raised on th[e] appeal,” “those issues are predominantly of a legal nature” such that we review de novo, and “we believe we are adequately informed to decide them.” McGinty, 251 F.3d at 90; see also Grossman, 2022 WL 1656593, at *4; Kapitalforeningen, 779 F. App’x at 70. Unlike the district court, which ruled based on six pages of letters outlining some of the parties’ arguments, we have received approximately 135 pages of briefs thoroughly and comprehensively arguing the complex legal questions raised on appeal. We have also benefitted from hearing the parties’ extensive oral arguments. Finally, we think it is particularly appropriate for us to decide the merits of this case because we reach a substantially different result than did the district court after its abbreviated proceedings. III. Analysis A. The Lanham Act Section 43(a) of the Lanham Act prohibits the use of any “false or misleading description of fact” in promotional statements that “misrepresents the nature, characteristics, [or] qualities” of products or services. 15 U.S.C. §1125(a)(1).3 To state a false advertising claim under section 43(a), a plaintiff must first plausibly allege the falsity of the challenged statement. See Merck Eprova AG v. Gnosis S.p.A., 760 F.3d 247, 255 (2d Cir. 2014). In addition to falsity, the plaintiff must also plausibly allege materiality, i.e., “that the false or misleading representation involved an inherent or material quality of the product.” Apotex Inc. v. Acorda Therapeutics, Inc., 823 F.3d 51, 63 (2d Cir. 2016) (internal quotation marks omitted). Finally, the plaintiff must plausibly assert “that the defendant placed the false or misleading statement in interstate commerce, and that the plaintiff has been injured as a result of the misrepresentation, either by direct diversion of sales or by a lessening of goodwill associated with its products.” Merck Eprova AG, 760 F.3d at 255 (alteration, internal quotation marks, and citations omitted).4 B. Falsity A plaintiff can demonstrate falsity either by showing: (1) literal falsity, i.e., “that the challenged advertisement is…false on its face,” or (2) implied falsity, i.e., “that the advertisement, while not literally false, is nevertheless likely to mislead or confuse consumers.” Tiffany (NJ) Inc. v. eBay Inc., 600 F.3d 93, 112 (2d Cir. 2010) (quoting Time Warner Cable, Inc. v. DIRECTV, Inc., 497 F.3d 144, 153 (2d Cir. 2007)). “A message can only be literally false if it is unambiguous.” Church & Dwight Co., Inc. v. SPD Swiss Precision Diagnostics, GmBH, 843 F.3d 48, 65 (2d Cir. 2016). We have explained that “a district court evaluating whether an advertisement is literally false must analyze the message conveyed in full context, i.e., it must consider the advertisement in its entirety and not engage in disputatious dissection.” Time Warner, 497 F.3d at 158 (internal quotation marks, citations and alterations omitted). “A court may find a statement literally false by necessary implication, without considering extrinsic evidence, when the advertisement’s ‘words or images, considered in context, necessarily and unambiguously imply a false message.’” Church & Dwight Co., 843 F.3d at 67 n.8 (quoting Time Warner Cable, 497 F.3d at 148). On the other hand, an “impliedly false” message “leaves ‘an impression on the listener or viewer that conflicts with reality.’” Id. at 65 (quoting Time Warner, 497 F.3d at 153). We have warned that “[i]mplied falsity should not be confused with literal falsity by necessary implication.” Id. at 67 n.8. Impliedly false statements can be ambiguous, but their falsity is usually “demonstrated through extrinsic evidence of consumer confusion or through evidence of the defendant’s deliberate deception, which creates a rebuttable presumption of consumer confusion.” Id. (citation omitted). 1. UpCodes’s statements regarding integrated amendments ICC alleges that UpCodes’s advertisements and promotional statements imply that UpCodes’s website integrates all amendments adopted by a relevant jurisdiction, but their website actually omits numerous amendments. The district court dismissed this claim after determining that ICC did not adequately plead the falsity of these statements. The court held that “[t]he claim that UpCodes offers integrated amendments is not rendered false by the fact that ‘some but not all’ amendments are posted.” Int’l Code Council, Inc., 2021 WL 1236106, at *6. We disagree and conclude that ICC did adequately allege that these statements were false. Accepting ICC’s allegations of omitted amendments as true, at least one statement is facially false. UpCodes describes itself as the “only place where all the codes are kept up-to-date with all the amendments integrated natively into the code.” App’x 34, 51 (emphasis added). This statement — with which the district court did not engage — unambiguously asserts that UpCodes does integrate all amendments for a given jurisdiction. Because the complaint plausibly alleges that UpCodes failed to incorporate amendments made by some jurisdictions, see App’x 29-31,
