PREPARE A MOTION TO DISMISS IN S.D.N.Y.. PLAINTIFF AURORA ANALYTICS LLC ALLEGES THAT DEFENDANT NORTHSTAR RETAIL SYSTEMS BREACHED A PILOT SOFTWARE AGREEMENT AFTER A SIX-WEEK EVALUATION PERIOD. THE WRITTEN PILOT AGREEMENT STATED THAT ANY PRODUCTION DEPLOYMENT REQUIRED A LATER SIGNED ORDER FORM, BUT NO ORDER FORM WAS SIGNED. THE COMPLAINT ASSERTS BREACH OF CONTRACT, PROMISSORY ESTOPPEL, AND UNJUST ENRICHMENT BASED ON ALLEGED ORAL ASSURANCES THAT NORTHSTAR WOULD PROCEED TO A PAID ROLLOUT. NORTHSTAR 
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Motion Type:    motion to dismiss
Jurisdiction:   SDNY
Court:          S.D.N.Y.
Version:        v1
Citations:      pending
Exported:       June 28, 2026 at 03:22 AM UTC
Run ID:         0b0b897b-1e2f-40bd-af58-f6dc25200d60
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NOTICE: This document is a draft generated for review purposes only. It does not constitute legal advice and is not court-filing ready.
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PRELIMINARY STATEMENT

Defendant Northstar Retail Systems respectfully moves this Court to dismiss the complaint filed by Plaintiff Aurora Analytics LLC. The complaint fails to establish the existence of a binding contract for production deployment, as it is clear from the pilot software agreement that any such deployment required a signed order form, which was never executed. Furthermore, the claims of promissory estoppel and unjust enrichment are duplicative of the breach of contract claim and lack the necessary elements to survive dismissal.

STATEMENT OF RELEVANT FACTS

Plaintiff Aurora Analytics LLC entered into a pilot software agreement with Defendant Northstar Retail Systems, which allowed Aurora to configure a sample dashboard for Northstar. The pilot agreement explicitly stated that any production deployment would require a later signed order form. Despite discussions between employees of both parties regarding the potential rollout, no such order form was ever signed, and thus no binding contract for production exists. Aurora's claims arise from alleged oral assurances regarding a paid rollout, which do not constitute enforceable promises under the law.

LEGAL STANDARD

A motion to dismiss under Rule 12(b)(6) of the Federal Rules of Civil Procedure tests the sufficiency of the complaint. To survive dismissal, 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). In this case, the complaint fails to allege a binding contract or any enforceable promise beyond preliminary negotiations. NOTE: No verified legal citations were retrieved. This draft must be supplemented with properly researched authority before use.

ARGUMENT

1. The Complaint Fails to Identify a Binding Production Contract: The pilot agreement clearly states that a signed order form is necessary for any production deployment. Without this signed document, no enforceable contract exists.

2. Promissory Estoppel and Unjust Enrichment Claims Are Duplicative: The claims for promissory estoppel and unjust enrichment are based on the same set of facts as the breach of contract claim and should be dismissed as they are not viable when a valid contract governs the relationship between the parties.

3. No Definite Promise Beyond Negotiations: The allegations of oral assurances do not rise to the level of a binding commitment and are insufficient to support the claims made in the complaint.

CONCLUSION

For the foregoing reasons, Defendant Northstar Retail Systems respectfully requests that this Court grant its motion to dismiss the complaint in its entirety.

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APPENDIX A -- CITATION VERIFICATION SUMMARY
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Total citations:  1
Pass:             0
Warn:             0
Fail:             0
Unknown:          0

Citation verification is limited to locally indexed opinions. Citations not in the corpus return not_found.