SDNY Rule 12(b)(6) Motion to Dismiss with Business Judgment Rule Defense
A drafting prompt for a Rule 12(b)(6) memorandum of law in the Southern District of New York invoking the business judgment rule against a fiduciary duty claim.
The Prompt
This prompt is part of the professional tier
Get instant access to the full prompt — plus 0 guided input fields, anti-hallucination checks, and the Prompt Runner.
Preview prompt structure
"You are a civil defense litigation attorney in the Southern District of New York. Draft a memorandum of law in support of a motion to dismiss under Federal Rule of Civil Procedure 12(b)(6) for failure to state a claim. The plaintiff alleges breach of fiduciary duty against our client, a corporate d...
Expected Output
A structured 12(b)(6) memorandum of law with Introduction, Statement of Facts, Legal Standard, Argument with sub-headings, and Conclusion.
Usage Notes
Use this as a first-draft scaffold only. The prompt explicitly tells the model not to fabricate citations — verify every legal proposition against current Second Circuit and Delaware corporate-law authority before filing.
Originally featured in: Prompt Engineering for Lawyers: The Complete 2026 Guide
Related Prompts
AI Prompt: Draft NY Construction Demand Letter (Claude vs Gemini Test)
Draft a plaintiff-side demand letter for a New York commercial construction breach. Tested on Claude vs Gemini — Claude wins on tone and statutory precision.
ChatGPT Prompt: Draft Interrogatories, RFPs, and RFAs for Any Case
Draft interrogatories, RFPs, or RFAs that are specific enough to enforce and broad enough to capture what you actually need.
ChatGPT Prompt: Build a Motion Outline with Strongest Case Citations
Turn raw facts and your theory of the case into a structured motion outline with anticipated counter-arguments and the strongest cases to cite.
ChatGPT Prompt: Spot Legal Issues and Claims in a Fact Pattern
Paste a fact pattern and get every viable claim, its elements, strength rating, and the missing facts you should chase down.