MOTION TO DISMISS FOR FAILURE TO STATE A CLAIM
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Motion Type:    motion to dismiss
Jurisdiction:   Federal
Court:          Federal Court
Version:        v1
Citations:      pending
Exported:       June 28, 2026 at 04:19 AM UTC
Run ID:         e3d90a29-2cd7-4875-8778-42f5646eacf5
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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 for failure to state a claim upon which relief can be granted. The allegations in the complaint do not establish a valid claim for breach of contract, as the pilot software agreement explicitly disclaims any obligation to purchase a production subscription.

STATEMENT OF RELEVANT FACTS

Plaintiff Aurora Analytics LLC entered into a pilot software agreement with Defendant Northstar Retail Systems on January 1, 2023. The pilot agreement clearly stated that there was no obligation for Northstar to purchase a production subscription. Furthermore, no production order form was ever signed by either party. Although employees of Northstar praised the pilot program, they made no binding commitments to proceed with a production subscription.

LEGAL STANDARD

In order 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 plaintiff. However, mere conclusions or unwarranted deductions of fact are not sufficient to withstand a motion to dismiss. NOTE: No verified legal citations were retrieved. This draft must be supplemented with properly researched authority before use.

ARGUMENT

The complaint fails to state a claim for breach of contract because the pilot software agreement explicitly disclaims any obligation for Northstar to purchase a production subscription. Without a signed production order form or any binding commitment from Northstar, there can be no breach of contract. The praise given by Northstar's employees regarding the pilot does not constitute a contractual obligation. Therefore, the allegations in the complaint do not meet the legal standard required to establish a claim.

CONCLUSION

For the reasons stated above, Defendant Northstar Retail Systems respectfully requests that this Court grant its motion to dismiss the complaint filed by Plaintiff Aurora Analytics LLC for failure to state a claim upon which relief can be granted.

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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.