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Draft a motion-to-dismiss outline

Turns a complaint into a heading-driven 12(b)(6) outline you can hand to an associate, with every assumption and judgment call surfaced.

About 20 minintermediateLitigation

Checked against standard v2 on Sep 29, 2026 revised Sep 19, 2026

What to gather first

The complaint text, or at least the counts you want challenged
Federal vs. state court, and the circuit if relevant
Which defendant you represent
Any controlling authority you already have in hand
Whether the plaintiff has already amended once

Your prompt6,652 characters

Still to fill in: Complaint text, Court / jurisdiction, Who you represent

RoleYou are a senior litigation partner who has filed and won dozens of Rule 12(b)(6) motions in federal court. You think in elements, you write headings that argue rather than announce, and you cut your own throat-clearing before anyone else has to. You have also lost enough motions to know which arguments look strong on paper and die at oral argument.What I needRead the complaint below and produce a motion-to-dismiss outline for Who you represent in Court / jurisdiction. Where I have named a focus, lead with it: Focus (optional). Calibrate how hard you push to my stated posture: aggressive.InputsComplaint: Complaint text Court / jurisdiction: Court / jurisdiction Who I represent: Who you represent Focus, if any: Focus (optional) Risk posture: aggressiveHow to work this1. For each cause of action, list the elements the plaintiff must plead under the law of Court / jurisdiction. If you are not certain of the elements in that jurisdiction, say so rather than guessing. 2. Identify which element fails on the face of the pleading. Quote the specific conclusory allegation and give its paragraph number. 3. Apply Twombly/Iqbal: separate factual allegations from legal conclusions. Conclusions get no presumption of truth. Name which is which. 4. Work out what the court may consider besides the complaint, because that is how most of these motions actually win. Identify every document attached to Complaint text, every document it quotes or relies on and has therefore arguably incorporated, and every matter that may be subject to judicial notice. Say which category each falls into and what it does to the argument: a contract that contradicts the pleading beats a well-argued plausibility point. Mark judicial notice [CONFIRM - standard in Court / jurisdiction], and say where relying on an outside document risks converting this into a summary judgment motion. 5. Order the arguments by what winning actually produces, not by how wrong the pleading is. For each argument say whether success means dismissal that cannot be repleaded, dismissal with leave to amend, or a narrowed claim. An argument whose best outcome is a cleaner amended complaint in three weeks ranks below one the plaintiff cannot fix, however obvious the defect. Lead with the argument that ends something. 6. Write every heading as one declarative sentence that delivers the takeaway. Label headings are a failure. 7. Flag any argument that is available but that you would not make, and say why: credibility cost, invites a cleaner amended complaint, or better saved for summary judgment. 8. Run the consolidation check before the outline is final. Say which Rule 12 defenses must be raised in this one motion or are lost, and which survive regardless, marked [CONFIRM - consolidation and waiver rule in Court / jurisdiction]. Then name any Rule 12 defense visible on the face of the pleading that is missing from the outline: personal jurisdiction, venue, process, service. A defense omitted here may be gone for good, which is worse than a denied motion. 9. Separately note any defect I did not ask about that you can see: standing, subject-matter jurisdiction, preemption, limitations, failure to join.Close with these four sections, every time, without being askedAssumptions I made. Every factual, legal, and strategic assumption behind the outline. Mark each [verify] or [safe]. If you assumed which state's substantive law governs, or that federal Twombly/Iqbal applies rather than a state pleading analogue, say so explicitly. Where this is weakest. The two or three arguments most likely to be rejected, and why. Name the specific heading, not "the analysis generally." What only you can decide. The judgment calls I deliberately did not make. Present each as options with tradeoffs. At minimum: whether to move against every count or only the dispositive ones. A broad motion signals thoroughness but hands the plaintiff a roadmap to a cleaner amended complaint, while a narrow motion is likelier to be granted in part; and whether to raise a defect now or preserve it for summary judgment. What would make this materially better. The specific information that would most improve the next pass: any document the complaint references but does not attach, the scheduling order, controlling circuit authority you already hold, the response deadline, or whether the plaintiff has amended before. Rank by impact.Output formatA Roman-numeral outline. Each heading is a single argumentative sentence. Under each heading, 2–4 bullets covering the elements, the pleading defect with a quoted allegation and paragraph cite, short-form authority, and one line on what winning that argument produces: dismissal with prejudice, dismissal with leave to amend, or a narrowed claim. Before the outline, a short block on what the court may consider beyond the complaint. After the outline, the consolidation-and-waiver check and the arguments you chose not to make. Close with the four sections above.Never do this- If your outline would read the same for any defendant in any jurisdiction, it is too generic. Start over from the actual allegations. - No hedging filler. Cut "arguably," "it could be argued," "it should be noted," and "it depends." Do not tell me to consult an attorney. I am the attorney. - Every case, statute, or rule you cite must come from my inputs or be marked [UNVERIFIED - check before filing]. Never invent a citation, a pin cite, or a quotation. A fabricated cite in a motion is a sanctions problem. - Where you do not know the pleading standard or the elements in Court / jurisdiction, say you do not know. Do not smooth over the gap with fluent prose. - Do not pad. If three arguments are worth making, make three. Length is not value.Before you answer- Does every heading make an argument, or did one slip back into a label? - Have I quoted an actual allegation, with a paragraph number, for each defect? - Is any citation unmarked and unverified? - Would this outline be useless to a lawyer in a different case? It should be. - Have I named the arguments I chose not to make, and said why? - Did I work out what the court may consider beyond the four corners, or argue only against the plaintiff's own characterization? - Does every argument say what winning it actually produces, and is the outline ordered on that? - Did I run the consolidation check and name any Rule 12 defense that would be waived by omission?

Running it takes you through the three turns (the first prompt, the pressure test, and the follow-up) and a check of the answer, in order. The Cockpit lets you add tunes. Both keep the values you entered. You can change your own copy as you like. It is labeled as yours everywhere it appears.

Pressure-test it

Asks the AI to look for weaknesses in its own answer.

The magistrate judge assigned to this case is skeptical of motions to dismiss, mindful that leave to amend is freely given, and irritated by motions that attack every count reflexively. Work through the outline above as the judge rather than as its author. Name the three weakest moves in it. For each, rewrite the heading and supporting bullets to survive that skepticism, or tell me to cut the argument entirely and explain what it costs me in credibility to have raised it.

Go deeper

Asks for more detail and further work once the first answer is right.

The outline is for the associate. The introduction is for the judge. Build the "Theme of the Motion": the opening two or three paragraphs of the brief itself. Lead with a fact-driven sentence that frames the case the way the judge should see it, carry the theme through each argument heading, and end with the relief requested. Do not open with "This is a case about."

4Check what came backPaste the AI's answer and check it, item by item, against this prompt's rules.

Watch for

Verify every citation and pin cite before filing. Fabricated authority is a Rule 11 problem, and courts have sanctioned lawyers for exactly this.
Do not paste privileged or client-confidential material unless your firm's AI policy and the client's engagement terms permit it.
Twombly/Iqbal application varies by circuit and by claim type, and many state courts have not adopted it. Confirm the governing standard before relying on the framework.
Relying on a document outside the pleading can convert the motion into one for summary judgment. Confirm what this court may consider before building an argument on an unattached document.
Rule 12 defenses omitted from a first motion can be waived. Run the consolidation check against the actual rule in your forum, not against the model.

What comes back

Opens with what the court may consider beyond the complaint: documents attached, documents incorporated, matters that may be judicially noticeable, each with its effect on the motion. Then a Roman-numeral outline, each heading one argumentative sentence, with bullets covering the elements, the pleading defect with a quoted allegation and paragraph cite, short-form authority, and what winning that argument produces. Then the consolidation-and-waiver check and the arguments deliberately not made. Closes with Assumptions / Where this is weakest / What only you can decide / What would make this better.

See an example answer

What the court can consider beyond the complaint. - Exhibit A, the terms of service, attached to the complaint (¶ 12). Fully before the court. Section 8 of it disclaims any duty to downstream users, which contradicts ¶ 42 directly. This document is worth more than Argument I and should be quoted in it. - The March 3 support ticket, quoted at ¶ 31 but not attached. A candidate for incorporation by reference, because the complaint quotes it and relies on it. If it is, the surrounding text may show Acme disclosed the risk. [CONFIRM - incorporation-by-reference standard in {{jurisdiction}}; ask Plaintiff to produce the full document or attach it to the motion.] - Acme's SEC filings. Potentially subject to judicial notice for the fact of what was disclosed and when, but not for the truth of the contents. [CONFIRM - judicial notice standard here, and note that leaning on anything outside the pleading risks conversion to summary judgment under Rule 12(d).] --- I. Plaintiff alleges no actionable duty running from a software vendor to a downstream consumer: the negligence claim fails as a matter of law. - Negligence under New York law requires duty, breach, causation, and damages. *Aegis Ins. Servs. v. 7 World Trade Co.*, 737 F.3d 166, 177 (2d Cir. 2013) [UNVERIFIED]. - The complaint pleads only that Acme "should have known" of the risk (¶ 42). That is the textbook conclusory allegation rejected in *Iqbal*, 556 U.S. 662, 678 (2009) [UNVERIFIED]: a legal conclusion dressed as fact, entitled to no presumption of truth. - No allegation identifies any relationship between Acme and Plaintiff. New York does not extend a duty of care to remote downstream users absent privity or a special relationship. *Strauss v. Belle Realty*, 65 N.Y.2d 399, 402 (1985) [UNVERIFIED]. - Exhibit A § 8, attached to the complaint, disclaims exactly the duty ¶ 42 asserts. - What winning produces: dismissal with prejudice. Duty here is a question of law on the pleaded relationship, and no amendment creates privity that does not exist. II. The fraud count fails Rule 9(b): every operative allegation is pled "on information and belief." - Rule 9(b) requires the who, what, when, where, and how. *Mills v. Polar Molecular Corp.*, 12 F.3d 1170, 1175 (2d Cir. 1993) [UNVERIFIED]. *Every cite above carries [UNVERIFIED] because you gave me a complaint, not research. None of them came from your inputs. Pull each one, confirm it says what the line says it says, and check the pin before any of this reaches a brief.* - Paragraphs 51–58 use "upon information and belief" without identifying a speaker, a statement, or a date. - What winning produces: dismissal with leave to amend. Plaintiff can replead particulars in three weeks if they have them, which is why this argument ranks below I despite being the cleaner defect. Consolidation and waiver check. [CONFIRM - the consolidation and waiver rule in this district.] Personal jurisdiction, venue, process, and service are the defenses typically lost if omitted from a first Rule 12 motion. Nothing on the face of this complaint suggests a service or process problem, and Acme is alleged to be headquartered in the forum (¶ 4), so personal jurisdiction and venue appear unavailable. Subject-matter jurisdiction and failure to state a claim are not waived by omission. The one thing to check before filing: whether Acme was served properly, because if it was not, that defense has to be in this motion. Argument I am not making: Plaintiff's unjust enrichment count is duplicative and technically vulnerable, but moving against it invites a two-line amendment and makes the motion look reflexive. Recommend leaving it. --- Assumptions I made. - New York substantive law governs the negligence and fraud counts [verify - the complaint pleads diversity but never states the choice of law]. - Federal Twombly/Iqbal pleading standards apply [safe - S.D.N.Y.]. - Acme is not alleged to have contracted directly with Plaintiff [verify - ¶¶ 12–14 are ambiguous]. Where this is weakest. Heading II is the softest, and the reason is now visible in the outline: its best outcome is an amended complaint. Rule 9(b) motions are frequently met with a request to replead, and courts in this district grant it routinely. Expect to win the count and face an amended complaint within 21 days. What only you can decide. Whether to move against all four counts or only I and II. Moving against all four signals thoroughness to the client but hands Plaintiff a complete roadmap; moving against two keeps the motion tight and likelier to be granted in part, but leaves the client asking why you left claims alone. Also yours: whether raising preemption now is worth tipping the argument before summary judgment. What would make this materially better. (1) The choice-of-law provision from any contract between the parties: it would resolve the biggest open assumption. (2) Whether Plaintiff has amended before, which changes how a court weighs further leave. (3) Your scheduling order's response deadline.

Why this prompt is written this way

## Framework 1. **Lead with elements.** For each cause of action, list what the plaintiff must plead in the governing jurisdiction. Where the elements are uncertain in that jurisdiction, say so instead of guessing. 2. **Quote the defect.** Identify which element fails on the face of the pleading and quote the conclusory allegation with its paragraph number. 3. **Separate fact from conclusion.** Twombly/Iqbal: conclusory allegations get no presumption of truth. Name which allegations are which. 4. **Look past the four corners.** Documents attached, documents incorporated by reference, matters subject to judicial notice. A contract that contradicts the pleading beats a well-argued plausibility point, and this is where these motions are usually won. 5. **Order by what winning produces,** not by how wrong the pleading is. Dismissal that cannot be repleaded outranks a defect the plaintiff fixes in three weeks. 6. **Headings argue.** One declarative sentence that delivers the takeaway. "Plaintiff's Negligence Claim" is a failure; "Plaintiff alleges no duty owed by Acme: the negligence claim fails" is right. 7. **Name what you would not do.** Flag available arguments you would not make, and why: credibility cost, invites a cleaner amended complaint, better saved for summary judgment. 8. **Run the consolidation check.** Which Rule 12 defenses are lost if not raised in this one motion, and is anything visible on the face of the pleading missing from the outline. 9. **Look past the question asked.** Separately note defects not asked about: standing, subject-matter jurisdiction, preemption, limitations, failure to join.