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 04:20 AM UTC
Run ID:         fd4d9724-4f04-4b3a-a79d-4cd4614fa192
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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 in its entirety. The complaint fails to establish the existence of a binding production contract, relies on vague oral assurances that do not constitute enforceable promises, and improperly duplicates quasi-contract claims that are governed by the written pilot 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. Despite Aurora's allegations of oral assurances regarding a paid rollout, no binding contract was formed, and the parties did not reach an agreement on the essential terms necessary for a production deployment.

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 complaint must identify a binding agreement and specific promises that go beyond mere negotiations. NOTE: No verified legal citations were retrieved. This draft must be supplemented with properly researched authority before use.

ARGUMENT

1. The complaint does not identify a binding production contract as required by the pilot agreement, which clearly states that a signed order form is necessary for any production deployment.

2. The allegations of promissory estoppel are insufficient as they rely on oral assurances that do not constitute definite promises. The law requires more than mere discussions or negotiations to establish enforceable commitments.

3. The claims of unjust enrichment are duplicative of the breach of contract claim, as the pilot agreement governs the relationship between the parties and precludes quasi-contractual claims.

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.