DEFENDANT MOVES TO DISMISS PLAINTIFF'S BREACH OF CONTRACT CLAIM FOR FAILURE TO STATE A CLAIM UNDER RULE 12(B)(6), ARGUING THE COMPLAINT DOES NOT PLEAD SUFFICIENT FACTS TO ESTABLISH THE EXISTENCE OF A VALID CONTRACT OR BREACH.
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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 03:03 AM UTC
Run ID:         92dbf536-ddea-4593-b105-9aa5c67ff175
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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 respectfully moves this Court to dismiss Plaintiff's breach of contract claim pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure. Plaintiff's complaint fails to plead sufficient facts to establish the existence of a valid contract or any breach thereof.

STATEMENT OF RELEVANT FACTS

On January 1, 2023, Plaintiff entered into a written services agreement with Defendant. According to the complaint, Defendant failed to deliver the contracted services and did not provide notice of its intent not to perform. However, the complaint lacks specific factual allegations that would support the existence of a valid contract or a breach of that 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

Plaintiff's complaint does not adequately allege the existence of a valid contract. The absence of specific terms, conditions, or obligations in the complaint renders it impossible to determine whether a breach occurred. Furthermore, the failure to provide notice of intent not to perform does not, by itself, establish a breach without a clear contractual obligation. Therefore, the complaint should be dismissed for failure to state a claim.

CONCLUSION

For the foregoing reasons, Defendant respectfully requests that this Court grant its motion to dismiss Plaintiff's breach of contract claim for failure to state a claim under Rule 12(b)(6).

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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.