MATTER: AURORA ANALYTICS LLC V. NORTHSTAR RETAIL SYSTEMS. 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 ASS DESIRED OUTPUT: DRAFT A CONCISE DEFENDANT-SIDE MOTION TO DISMISS OUTLINE WITH VERIFIED CITATIONS, SD
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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 04:23 AM UTC
Run ID:         3783a02c-9bd3-4d52-8729-a4acd8b16b28
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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 a binding contract for production deployment, as required by the pilot software agreement, and asserts claims that are legally insufficient.

STATEMENT OF RELEVANT FACTS

Plaintiff Aurora Analytics LLC alleges that Northstar Retail Systems breached a pilot software agreement after a six-week evaluation period. The pilot agreement explicitly states that any production deployment requires a later signed order form, which was never executed. The complaint further alleges breach of contract, promissory estoppel, and unjust enrichment based on purported oral assurances regarding a paid rollout.

LEGAL STANDARD

In evaluating a motion to dismiss under Rule 12(b)(6), the Court must accept all factual allegations in the complaint as true and draw all reasonable inferences in favor of the plaintiff. However, the complaint must contain sufficient factual matter to state a claim that is plausible on its face. NOTE: No verified legal citations were retrieved. This draft must be supplemented with properly researched authority before use.

ARGUMENT

The complaint should be dismissed because it does not identify a binding production contract. The pilot agreement clearly stipulates that a signed order form is necessary for any production deployment, which was not fulfilled. Furthermore, the claims of promissory estoppel and unjust enrichment are duplicative of the breach of contract claim and are not viable as the pilot agreement governs the relationship between the parties. The absence of a definite promise beyond negotiations further undermines the plaintiff's claims.

CONCLUSION

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