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 04:45 AM UTC
Run ID:         52062043-8153-4d67-98aa-68e31d798d1e
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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 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, which was never executed. Aurora alleges that Northstar employees made oral assurances regarding a potential rollout, but these discussions do not constitute a binding contract.

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). The court must accept all allegations in the complaint as true and draw all reasonable inferences in favor of the non-moving party. However, mere conclusory statements or a formulaic recitation of the elements of a cause of action will not suffice. 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. As such, there is no binding contract for production deployment. 2. Promissory Estoppel and Unjust Enrichment Claims are Duplicative: The claims of promissory estoppel and unjust enrichment are based on the same facts as the breach of contract claim and are therefore duplicative. Since the pilot agreement governs the parties' relationship, these quasi-contract claims cannot stand independently. 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 were merely negotiations and do not create enforceable obligations.

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.