IN THE [COURT NAME] OF THE STATE OF DELAWARE
[COUNTY] [C.A. / C.A. No.] [DOCKET NUMBER]

[PLAINTIFF NAME], )
)
Plaintiff, )
)
v. ) C.A. No. [●]
)
[DEFENDANT NAME], )
)
Defendant. )

DEFENDANT’S MOTION TO DISMISS THE [AMENDED] COMPLAINT
PURSUANT TO [DEL. CH. CT. R. 12(b)(1), 12(b)(2) AND/OR
12(b)(6)] OR, IN THE ALTERNATIVE,
FOR JUDGMENT ON THE PLEADINGS

[DATE]

[DEFENSE COUNSEL NAME]
[DE BAR NO. •]
[FIRM NAME]
[FIRM ADDRESS]
[PHONE] | [EMAIL]
Counsel for Defendant [Defendant Name]

1. Nature and Stage of the Proceedings .................................... [§1]
2. Summary of Argument .................................................... [§2]
3. Statement of Facts ..................................................... [§3]
4. Legal Standards ........................................................ [§4]
   4.1 Rule 12(b)(1) – Lack of Subject-Matter Jurisdiction ............... [§4.1]
   4.2 Rule 12(b)(2) – Lack of Personal Jurisdiction ..................... [§4.2]
   4.3 Rule 12(b)(6) – Failure to State a Claim .......................... [§4.3]
5. Argument ............................................................... [§5]
   5.1 The Court Lacks Subject-Matter Jurisdiction ....................... [§5.1]
   5.2 The Court Lacks Personal Jurisdiction Over Defendant .............. [§5.2]
   5.3 Plaintiff Fails to State a Claim Upon Which Relief Can Be Granted . [§5.3]
6. Request for Oral Argument .............................................. [§6]
7. Proposed Briefing Schedule ............................................. [§7]
8. Conclusion ............................................................. [§8]
9. Rule 11 Certification .................................................. [§9]
10. Certificate of Service ................................................. [§10]
11. [Exhibit A – Proposed Form of Order] ................................... [Ex. A]

§ 1 NATURE AND STAGE OF THE PROCEEDINGS
Defendant [Defendant Name] (“Defendant”) respectfully moves this Court, pursuant to [Del. Ch. Ct. R. 12(b)(1), 12(b)(2) and/or 12(b)(6)], to dismiss the [Amended] Complaint (the “Complaint”) filed by Plaintiff [Plaintiff Name] (“Plaintiff”).
[// GUIDANCE: Specify the precise procedural posture—e.g., date Complaint was filed, prior amendments, pending discovery, any scheduling orders, etc.]

§ 2 SUMMARY OF ARGUMENT
1. The Court lacks subject-matter jurisdiction because ____.
2. The Court lacks personal jurisdiction over Defendant because ___.
3. Even if jurisdiction existed, the Complaint fails to state a cognizable claim under Delaware law because ________.
[// GUIDANCE: Include concise, numbered points tailored to the asserted 12(b) defenses.]

§ 3 STATEMENT OF FACTS
For purposes of this Motion only, Defendant summarizes the non-conclusory factual allegations in the Complaint and any documents integral thereto.
[// GUIDANCE: Present only those facts relevant to the motion defenses; cite to paragraph numbers in the Complaint.]

§ 4 LEGAL STANDARDS
4.1 Rule 12(b)(1) – Lack of Subject-Matter Jurisdiction
The burden rests with Plaintiff to establish that the Court has subject-matter jurisdiction. See Del. Ch. Ct. R. 12(b)(1).
4.2 Rule 12(b)(2) – Lack of Personal Jurisdiction
Plaintiff must allege specific facts showing a statutory basis for service and that the exercise of jurisdiction comports with due process. Del. Ch. Ct. R. 12(b)(2).
4.3 Rule 12(b)(6) – Failure to State a Claim
A complaint must plead sufficient facts, accepted as true, to state a claim that is plausible on its face. Del. Ch. Ct. R. 12(b)(6). Conclusory allegations and unwarranted inferences are disregarded.
[// GUIDANCE: Add any additional standards (e.g., incorporation-by-reference, judicial notice) if they will be invoked.]

§ 5 ARGUMENT
5.1 The Court Lacks Subject-Matter Jurisdiction
[Insert analysis applying Delaware jurisdictional doctrine to the pled claims.]
5.2 The Court Lacks Personal Jurisdiction Over Defendant
[Insert analysis addressing long-arm statute, minimum contacts, due process.]
5.3 Plaintiff Fails to State a Claim Upon Which Relief Can Be Granted
(a) Count I (_) is deficient because ___.
(b) Count II (_) must be dismissed because _______.
(c) Any request for punitive damages/attorneys’ fees is legally insufficient.
[// GUIDANCE: Use sub-headings tracking each cause of action. Cite Delaware statutes or settled doctrines only where 100 % certain.]

§ 6 REQUEST FOR ORAL ARGUMENT
Pursuant to [Del. Ch. Ct. R. [XX] or Local Rule [●]], Defendant respectfully requests oral argument. Defendant believes that oral presentation will assist the Court in resolving the jurisdictional and pleading issues set forth herein.
[// GUIDANCE: Court of Chancery Rule 23(e) provides that the Court may, in its discretion, schedule oral argument; parties may request in the motion.]

§ 7 PROPOSED BRIEFING SCHEDULE
Defendant proposes the following schedule, consistent with Del. Ch. Ct. R. 171 and Standing Order § II:
• Opening Brief (this filing): Day 0
• Answering Brief: Day 20 after service of the Opening Brief
• Reply Brief: Day 10 after service of the Answering Brief
• Oral Argument (if granted): Date to be set by the Court
[// GUIDANCE: For Superior Court, replace with Del. Super. Ct. Civ. R. 78(b) default deadlines (10/15 days) or tailor to scheduling order.]

§ 8 CONCLUSION
For the foregoing reasons, the Court should dismiss the Complaint in its entirety with prejudice, and grant such other and further relief as the Court deems just and proper.

§ 9 RULE 11 CERTIFICATION
In accordance with Del. Ch. Ct. R. 11, the undersigned counsel certifies that to the best of counsel’s knowledge, information, and belief, formed after reasonable inquiry, this Motion is well-grounded in fact and is warranted by existing law or a good-faith argument for the extension, modification, or reversal of existing law.

§ 10 CERTIFICATE OF SERVICE
I hereby certify that on this [DATE], a copy of the foregoing Motion to Dismiss was served via [E-File / hand delivery / overnight courier] upon the following counsel of record:
[Opposing Counsel Name]
[Firm]
[Address]
[Email]
[Signature block]

IN THE [COURT NAME] OF THE STATE OF DELAWARE
[COUNTY] [C.A. / C.A. No.] [DOCKET NUMBER]

[PLAINTIFF NAME], )
)
Plaintiff, )
)
v. ) C.A. No. [●]
)
[DEFENDANT NAME], )
)
Defendant. )

ORDER GRANTING DEFENDANT’S
MOTION TO DISMISS THE [AMENDED] COMPLAINT

AND NOW, this ___ day of ____ 20__, the Court having considered Defendant’s Motion to Dismiss (the “Motion”), any opposition thereto, the authorities cited, and the entire record in this action, IT IS HEREBY ORDERED that:

1. The Motion is GRANTED for the reasons set forth therein.
2. The Complaint is DISMISSED WITH PREJUDICE.
3. The Clerk of the Court is directed to CLOSE this case.
4. IT IS SO ORDERED.

Vice Chancellor / Judge [NAME]

[// GUIDANCE:
1. Replace bracketed placeholders with case-specific information.
2. Choose either Court of Chancery or Superior Court rules, and delete inapplicable citations.
3. For multiple 12(b) grounds, preserve Rule numbering order to avoid waiver issues.
4. Confirm compliance with any standing orders on page limits, word counts, or electronic filing formatting (e.g., PDF bookmarks).
5. If filing in Superior Court, ensure a separate “Notice of Motion” accompanies this brief as required by Rule 7(b)(2).]