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 
────────────────────────────────────────────────────────────────────────
Motion Type:    motion to dismiss
Jurisdiction:   SDNY
Court:          S.D.N.Y.
Version:        v1
Citations:      pending
Exported:       June 28, 2026 at 04:23 AM UTC
Run ID:         a061a91d-a716-46b2-9355-20e69609ee8e
────────────────────────────────────────────────────────────────────────
NOTICE: This document is a draft generated for review purposes only. It does not constitute legal advice and is not court-filing ready.
────────────────────────────────────────────────────────────────────────

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 clear from the pilot software agreement that any such deployment required a signed order form, which was never 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. Despite discussions between the parties regarding the pilot's success and potential rollout timing, no production order form was ever signed, and thus no binding contract for production exists. The complaint alleges breach of contract, promissory estoppel, and unjust enrichment based on oral assurances, which are insufficient to establish a legal claim.

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. Since no such form was executed, there is no binding contract for production, and the breach of contract claim must be dismissed.

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 cannot stand where an express contract exists.

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 between the parties do not rise to the level of a binding commitment, and thus the claims based on these assurances should be dismissed.

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, as the claims lack the necessary legal foundation and are duplicative of the existing contractual framework.

────────────────────────────────────────────────────────────────────────
APPENDIX A -- CITATION VERIFICATION SUMMARY
────────────────────────────────────────────────────────────────────────
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.