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 03:12 AM UTC
Run ID:         556884a1-1cb5-44e8-b0d5-858f1d09cdd6
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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 production contract, does not plead any definite promise beyond negotiations, and improperly duplicates quasi-contract claims that are governed by the pilot software agreement.

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 praised the pilot and discussed potential rollout timing, but no formal agreement was reached.

LEGAL STANDARD

A motion to dismiss under Rule 12(b)(6) of the Federal Rules of Civil Procedure tests the sufficiency of the complaint. The court must accept all factual allegations as true and draw all reasonable inferences in favor of the non-moving party. 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 fails to identify a binding production contract. The pilot agreement clearly states that a signed order form is necessary for any production deployment, which was not executed. Furthermore, the claims of promissory estoppel and unjust enrichment are duplicative of the breach of contract claim, as they arise from the same set of facts governed by the pilot agreement. Without a binding contract or a definite promise, the claims lack legal merit.

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.