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 04:32 AM UTC
Run ID:         487b39a9-0f80-4402-82a6-c160d13f42ff
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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 undisputed that no signed order form was executed. Furthermore, the claims of promissory estoppel and unjust enrichment are duplicative of the breach of contract claim and lack the requisite elements to survive dismissal.

STATEMENT OF RELEVANT FACTS

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

LEGAL STANDARD

To survive a motion to dismiss under Rule 12(b)(6), 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). A claim is plausible when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged. 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 any production deployment requires a signed order form, which was never executed. Therefore, there is no binding contract for production, and the breach of contract claim must fail.

2. Promissory Estoppel and Unjust Enrichment Claims Are Duplicative: The claims of promissory estoppel and unjust enrichment are based on the same set of facts as the breach of contract claim. Since the pilot agreement governs the parties' relationship, these quasi-contract claims should be dismissed as they are not viable in the presence of an enforceable contract.

3. No Definite Promise Beyond Negotiations: The allegations regarding oral assurances do not constitute a definite promise that can support a claim for promissory estoppel. The discussions about rollout timing do not meet the legal standard for enforceability, as they were merely preliminary negotiations.

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.

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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.