Contract analysis

I. INTRODUCTION Defendant Stonefield Logistics Group Inc. ("SLG") respectfully moves this Court, pursuant to the Federal Arbitration Act ("FAA"), 9 U.S.C. §§ 2–4, and Federal Rules of Civil Procedure 12(b)(1) and 12(b)(3), to compel individual arbitration and to dismiss or, in the alternative, stay the collective claims of approximately 640 individuals who signed Version 3.0 of SLG's Independent Contractor Operating

II. STATEMENT OF FACTS A. Background of Stonefield Logistics Group Inc. SLG is a Delaware-incorporated, Texas-headquartered transportation and logistics company specializing in last-mile delivery, regional freight, and white-glove delivery services for major national retailers, e-commerce platforms, and commercial customers. SLG was founded in 2011 and is headquartered at 4200 Commerce Gateway Blvd., Suite 800, Irvin

Section 14 of ICOA v3.0, titled "Dispute Resolution; Arbitration; Waiver of Class and Collective Proceedings," sets forth the arbitration provisions at the center of this Motion. The relevant provisions are reproduced below:

Section 14.1 — Agreement to Arbitrate. "The Company and the Contractor mutually agree that any and all disputes, claims, or controversies arising out of or relating to this Agreement, the parties' relationship, or the provision of delivery services by the Contractor, including but not limited to claims arising under federal, state, or local statutes, regulations, or common law, shall be resolved exclusively through f

Section 14.2 — Covered Claims. "This arbitration agreement covers, without limitation, claims arising under the Fair Labor Standards Act, state wage-and-hour laws (including but not limited to the Texas Payday Law, the Texas Minimum Wage Act, and analogous statutes of any other state), anti-discrimination statutes, tort claims, contract claims, and any other federal, state, or local statute, regulation, or legal theo

Section 14.3 — Waiver of Class and Collective Proceedings. "Each party expressly waives the right to commence, participate in, or be a party to any class action, collective action, consolidated action, or representative action, whether in court, in arbitration, or in any other forum. The Contractor agrees that any arbitration will be conducted on an individual basis only, and that no arbitration may be joined with or

Section 14.4 — Delegation. "The parties agree that any question concerning the existence, validity, scope, or enforceability of this arbitration agreement, including any question concerning the enforceability of the class and collective action waiver in Section 14.3, shall be decided by the arbitrator, and not by a court."

Section 14.5 — Arbitration Procedures. "Arbitration shall be conducted by a nationally recognized arbitration provider mutually agreed upon by the parties, or if the parties cannot agree, by JAMS, under its then-applicable rules for individual employment or commercial disputes. The Company agrees to bear all arbitration administrative fees and arbitrator compensation beyond an initial filing fee equivalent to the fil

Section 14.6 — Severability. "If any portion of this Section 14 is found to be void or unenforceable, the remaining portions shall continue in full force and effect; provided, however, that if the waiver of class and collective proceedings set forth in Section 14.3 is found to be void or unenforceable as to any particular claim for which such a waiver is impermissible, then this entire Section 14 shall be null and vo

Section 14.7 — Acknowledgment. "The Contractor acknowledges that he/she has read, understands, and voluntarily agrees to the terms of this Section 14, including the agreement to arbitrate, the waiver of class and collective proceedings, and the delegation of questions of arbitrability to the arbitrator. The Contractor acknowledges that he/she has had the opportunity to consult with an attorney or other advisor before

III. LEGAL STANDARD The Federal Arbitration Act establishes a strong federal policy favoring the enforcement of arbitration agreements. Section 2 of the FAA provides that written agreements to arbitrate "shall be valid, irrevocable, and enforceable, save upon such grounds as exist at law or in equity for the revocation of any contract." 9 U.S.C. § 2. This provision reflects "both a liberal federal policy favoring arb

Section 4 of the FAA provides that "[a] party aggrieved by the alleged failure, neglect, or refusal of another to arbitrate under a written agreement for arbitration may petition any United States district court . . . for an order directing that such arbitration proceed in the manner provided for in such agreement." 9 U.S.C. § 4. Upon a showing that a valid arbitration agreement exists and that the dispute falls with

IV. ARGUMENT A. A Valid and Enforceable Arbitration Agreement Exists Between SLG and the Approximately 640 ICOA v3.0 Signatories The threshold inquiry on any motion to compel arbitration is whether a valid agreement to arbitrate exists. Under Texas law, which governs the formation and interpretation of the ICOA as specified in its choice-of-law provision, the elements of a valid contract are (1) an offer, (2) accepta

1. Mutual Assent. Each of the approximately 640 drivers who signed ICOA v3.0 individually executed the agreement, which contains the arbitration clause prominently in Section 14. The arbitration clause is set forth under its own heading—"Dispute Resolution; Arbitration; Waiver of Class and Collective Proceedings"—and is visually distinguished from the surrounding provisions. It spans seven subsections across approxim

2. Adequate Consideration. The arbitration clause in ICOA v3.0 is supported by mutual and adequate consideration. Under Texas law, mutual promises to arbitrate constitute sufficient consideration for an arbitration agreement. In re Halliburton Co., 80 S.W.3d 566, 568 (Tex. 2002) ("When the obligation to arbitrate is mutual—i.e., the agreement requires both sides to arbitrate—there is consideration."); see also In re

3. The Clause Is Not Unconscionable. SLG anticipates that Plaintiff may argue that the arbitration clause is unconscionable. Under Texas law, unconscionability requires a showing of both procedural and substantive unconscionability. In re Palm Harbor Homes, 195 S.W.3d at 678; see also In re FirstMerit Bank, N.A., 52 S.W.3d 749, 757 (Tex. 2001). Neither element is present here. Procedural Unconscionability. Procedural

1. The *Ridgeway Services Inc.* Holding. The enforceability of collective action waivers in arbitration agreements was definitively resolved by the Supreme Court in Granite Harbor Systems. v. Lewis, 584 U.S. 497 (2018). In Ridgeway Services Inc., the Court addressed three consolidated cases in which employees challenged the validity of arbitration agreements containing waivers of the right to participate in class or

2. Application to ICOA v3.0. The collective action waiver in Section 14.3 of ICOA v3.0 falls squarely within the holding of Ridgeway Services Inc.. The waiver provides, in unambiguous language, that each driver "expressly waives the right to commence, participate in, or be a party to any class action, collective action, consolidated action, or representative action, whether in court, in arbitration, or in any other f

1. The FAA § 1 Exemption. Section 1 of the FAA provides that "nothing herein contained shall apply to contracts of employment of seamen, railroad employees, or any other class of workers engaged in foreign or interstate commerce." 9 U.S.C. § 1. SLG anticipates that Plaintiff may invoke this exemption to argue that the FAA does not apply to the ICOA v3.0 arbitration clause because SLG's drivers are "transportation wor

2. SLG Drivers Are Last-Mile Delivery Workers, Not Interstate Transportation Workers. Applying the framework of Circuit City and Saxon, SLG's drivers do not fall within the § 1 transportation worker exemption. SLG's drivers are last-mile delivery workers who transport packages from SLG's distribution hubs to local residential and commercial customers within the metropolitan area of their assigned hub. They do not eng

1. Dismissal of Collective Claims. Having established that a valid and enforceable arbitration agreement exists between SLG and the approximately 640 ICOA v3.0 signatories, and that the collective action waiver precludes those individuals from participating in any class or collective proceeding, SLG respectfully requests that the Court dismiss those individuals' collective claims from this action. The approximately 6

2. Alternative: Stay Pending Arbitration. In the alternative, should the Court decline to dismiss the collective claims of ICOA v3.0 signatories, SLG requests a stay of all proceedings as to those individuals pending the completion of individual arbitration, pursuant to 9 U.S.C. § 3. Section 3 of the FAA provides that, upon a showing that an issue in the action is referable to arbitration, the court "shall on applica

V. CONCLUSION AND PRAYER FOR RELIEF For the foregoing reasons, Defendant Stonefield Logistics Group Inc. respectfully requests that this Court enter an Order as follows:

1. GRANTING this Motion and compelling the approximately 640 individuals who signed ICOA v3.0 to submit their claims to final and binding individual arbitration in accordance with Section 14 of ICOA v3.0;

2. DISMISSING WITH PREJUDICE any collective action claims asserted by or on behalf of ICOA v3.0 signatories in this action;

3. In the alternative, STAYING all proceedings as to ICOA v3.0 signatories pending the completion of individual arbitration, pursuant to 9 U.S.C. § 3;

4. REDUCING the scope of the proposed collective accordingly, and limiting any conditionally certified collective to the approximately 547 drivers who signed ICOA v1.0 or ICOA v2.0, which did not contain arbitration clauses; and

5. Granting such other and further relief as the Court deems just and proper. Respectfully submitted, CALDERWOOD & HARKNESS LLP By: ________ Bernard Crawford (TX Bar No. 24058931) Renata Vasquez (TX Bar No. 24072145) James Underwood (TX Bar No. 24089367) Devon Archer (TX Bar No. 24103582) 2200 Ross Avenue, Suite 3600 Dallas, TX 75201 Telephone: (214) 855-4000 Facsimile: (214) 855-4001 Email: bcrawford@calderwoodharkn

VI. CERTIFICATE OF CONFERENCE Pursuant to Local Rule 7.1(h) of the Local Civil Rules of the United States District Court for the Northern District of Texas, counsel for Defendant conferred with Claudia Hartwell of Hartwell & Brashear PLLC, 500 N. Akard Street, Suite 1750, Dallas, Texas 75201, lead counsel for Plaintiff, via telephone on __, 2025, regarding the relief sought in this Motion. Plaintiff's counsel indicat

VII. CERTIFICATE OF SERVICE I hereby certify that on __, 2025, a true and correct copy of the foregoing Defendant Stonefield Logistics Group Inc.'s Motion to Compel Individual Arbitration and to Dismiss Collective Claims as to Signatories of the Independent Contractor Operating Agreement Version 3.0, together with all exhibits and attachments, was served on all counsel of record via the Court's CM/ECF electronic fili

VIII. APPENDIX A. Proposed Order Compelling Individual Arbitration and Dismissing Collective Claims IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION MARCUS DELANO, individually and on behalf of all others similarly situated, Plaintiff, v. STONEFIELD LOGISTICS GROUP INC., Defendant. Case No. 3:25-cv-01847-RBC ORDER GRANTING DEFENDANT'S MOTION TO COMPEL INDIVIDUAL ARBITRATION AND T

1. A valid and enforceable arbitration agreement exists between Defendant Stonefield Logistics Group Inc. and the approximately 640 individuals who signed Version 3.0 of the Independent Contractor Operating Agreement ("ICOA v3.0"), effective January 2023.

2. The arbitration agreement in Section 14 of ICOA v3.0 includes an enforceable class and collective action waiver, which is valid and enforceable under the Federal Arbitration Act, 9 U.S.C. § 2, and Granite Harbor Systems. v. Lewis, 584 U.S. 497 (2018).

3. The transportation worker exemption under Section 1 of the Federal Arbitration Act, 9 U.S.C. § 1, does not apply to Defendant's drivers, who are last-mile delivery workers and are not, as a class, engaged in foreign or interstate commerce within the meaning of the exemption.

4. The delegation clause in Section 14.4 of ICOA v3.0 is valid and enforceable, and Plaintiff has not specifically challenged the delegation clause. Accordingly, it is hereby ORDERED as follows: IT IS ORDERED that Defendant's Motion to Compel Individual Arbitration and to Dismiss Collective Claims as to Signatories of the Independent Contractor Operating Agreement Version 3.0 is GRANTED. IT IS FURTHER ORDERED that th