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 03:07 AM UTC
Run ID:         603574a1-8753-468d-bb13-07e8959fd8f0
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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 the pilot software agreement explicitly requires a signed order form for any such deployment, which was not executed. Furthermore, the claims of promissory estoppel and unjust enrichment are duplicative of the breach of contract claim and lack the requisite legal foundation.

STATEMENT OF RELEVANT FACTS

Plaintiff Aurora Analytics LLC entered into a pilot software agreement with Defendant Northstar Retail Systems, which included a six-week evaluation period. The written agreement clearly stipulates that any production deployment necessitates a subsequent signed order form. No such order form was signed by the parties. The complaint alleges breach of contract, promissory estoppel, and unjust enrichment based on purported oral assurances from Northstar regarding a paid rollout, which are not substantiated by the written agreement.

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 plaintiff must demonstrate that the allegations raise a right to relief above the speculative level. NOTE: No verified legal citations were retrieved. This draft must be supplemented with properly researched authority before use.

ARGUMENT

The complaint should be dismissed for failure to state a claim. First, there is no binding contract for production deployment as required by the pilot agreement. The absence of a signed order form precludes any claim of breach of contract. Second, the claims of promissory estoppel and unjust enrichment are not viable because they are based on the same set of facts as the breach of contract claim and are therefore duplicative. The written agreement governs the relationship between the parties, and any oral assurances cannot override the explicit terms of the contract.

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.