Template Motion to Dismiss and the Sections Drafters Adapt for Each Jurisdiction

                  UNITED STATES DISTRICT COURT
                  SOUTHERN DISTRICT OF FLORIDA


[PLAINTIFF FULL LEGAL NAME],         )
                                     )
              Plaintiff,              )    Case No. [Case Number]
                                     )
v.                                   )    Judge [Last Name]
                                     )
[DEFENDANT FULL LEGAL NAME],         )
                                     )
              Defendant.              )
_____________________________________)


    DEFENDANT'S MOTION TO DISMISS PURSUANT TO FED. R. CIV. P. 12(b)(6)


    Defendant [Defendant Full Legal Name] ("Defendant"), by and
through undersigned counsel, respectfully moves this Court to
dismiss the Complaint filed by Plaintiff [Plaintiff Full Legal
Name] ("Plaintiff") in its entirety pursuant to Federal Rule of
Civil Procedure 12(b)(6) for failure to state a claim upon
which relief can be granted. In support of this motion,
Defendant submits the following Memorandum of Points and
Authorities.


             MEMORANDUM OF POINTS AND AUTHORITIES


I.   INTRODUCTION

     [Two to four sentences identifying the core defect. Lead
     with the strongest argument. Example: "Plaintiff's
     breach-of-contract claim fails because the Complaint does
     not plead the existence of a written agreement, an
     essential element of the cause of action under [State]
     law. Counts II and III rely on the same missing element
     and fail for the same reason."]


II.  STATEMENT OF FACTS

     [Recite the well-pleaded facts from the Complaint, in the
     light most favorable to Plaintiff. The motion accepts
     these facts as true for purposes of the motion only. Do
     NOT raise affirmative defenses or extrinsic facts here;
     those belong in a Rule 56 motion for summary judgment.
     Each fact gets a paragraph number that the Argument
     section references back to.]


III. LEGAL STANDARD

     To survive a Rule 12(b)(6) motion, 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) (quoting Bell
     Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007)).
     Threadbare recitals of the elements of a cause of action,
     supported by mere conclusory statements, do not suffice.
     Iqbal, 556 U.S. at 678. The Court must accept all
     well-pleaded factual allegations as true but is not bound
     to accept as true a legal conclusion couched as a factual
     allegation. Id.


IV.  ARGUMENT

     A.   Count I (Breach of Contract) Fails to State a Claim.

          [Element-by-element analysis showing the Complaint
          lacks factual content on each required element under
          the controlling state law. Cite the controlling
          circuit-court authority for each element. Quote the
          Complaint paragraphs that fail to satisfy each
          element so the Court can see the gap on the face of
          the pleading.]


     B.   Count II (Unjust Enrichment) Is Duplicative or
          Otherwise Defective.

          [Explain why this count is duplicative of Count I
          (cannot recover both contract and quasi-contract for
          the same conduct under [State] law) or otherwise
          legally defective.]


     C.   Count III Is Barred by [Statute of Limitations,
          Preemption, Lack of Standing, or Other Doctrine].

          [Each independent ground gets its own subsection. If
          asserting statute of limitations, the bar must appear
          on the face of the Complaint; otherwise the defense
          belongs in an answer.]


V.   CONCLUSION

     For the foregoing reasons, Defendant respectfully requests
that this Court dismiss the Complaint in its entirety, with
prejudice, and grant such other and further relief as the Court
deems just and proper. A proposed order is attached as
Exhibit A.


Dated: ____________, 20____.



                          Respectfully submitted,



                          _______________________________________
                          [Attorney Name], Esq.
                          [State] Bar No. ______________
                          [Firm Name]
                          [Firm Address]
                          [City, State ZIP]
                          Telephone: (___) ___-____
                          Email: __________________
                          Attorney for Defendant


================================================================
                       CERTIFICATE OF SERVICE
================================================================

    I HEREBY CERTIFY that on this _____ day of ________________,
20____, I electronically filed the foregoing with the Clerk of
the Court using the CM/ECF system, which will send a notice of
electronic filing to all counsel of record listed below:

    [Opposing Counsel Name, Firm, Address, Email]



                          _______________________________________
                          [Attorney Name], Esq.