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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,

STONEFIELD LOGISTICS GROUP INC.,

Defendant.

Case No. 3:25-cv-01847-RBC

Hon. Rebecca Chen, U.S. District Judge Hon. Timothy Farrell, U.S. Magistrate Judge

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

DRAFT — NOT YET FILED — PRIVILEGED & CONFIDENTIAL ATTORNEY WORK PRODUCT

Defendant Stonefield Logistics Group Inc. ("SLG" or "Defendant"), by and through its undersigned counsel, Calderwood & Harkness LLP, respectfully submits this Motion to Compel Individual Arbitration and to Dismiss Collective Claims as to Signatories of the Independent Contractor Operating Agreement Version 3.0, and in support thereof states as follows:

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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 Agreement ("ICOA v3.0"), effective January 2023.

ICOA v3.0 contains a clear, conspicuous, and unambiguous arbitration clause requiring all disputes arising out of or relating to the contractual relationship between SLG and its drivers to be resolved through final and binding individual arbitration. ICOA v3.0 also contains an express class and collective action waiver, providing that each signatory waives the right to participate in, commence, or be a party to any class, collective, consolidated, or representative action, whether in court or in arbitration. These provisions are set forth in a separately titled and separately acknowledged section of the agreement, and each driver was required to provide a separate signature or initial to confirm his or her voluntary agreement to these terms.

These provisions are enforceable under the FAA and controlling precedent of the United States Supreme Court, most notably Granite Harbor Systems. v. Lewis, 584 U.S. 497 (2018), in which the Court held that arbitration agreements containing class and collective action waivers must be enforced as written, even when the underlying claims are brought under the Fair Labor Standards Act ("FLSA"). The Court in Ridgeway Services Inc. squarely rejected the argument that the FLSA's collective action provision under 29 U.S.C. § 216(b) creates a non-waivable substantive right that overrides the FAA, holding instead that the FAA's mandate to enforce arbitration agreements according to their terms is a congressional command of the highest order.

Named Plaintiff Marcus Delano signed the earlier ICOA v1.0, which was executed in 2018 and did not contain an arbitration clause or a collective action waiver. Accordingly, this Motion does not seek to compel arbitration of Delano's individual claims. SLG does not contend that Delano is personally bound by the arbitration provisions of ICOA v3.0. This Motion does, however, seek to remove from the proposed collective all approximately 640 drivers who agreed to arbitrate their disputes with SLG on an individual basis pursuant to ICOA v3.0, thereby reducing the proposed collective from approximately 1,187 drivers to approximately 547.

The practical significance of this Motion cannot be overstated. Plaintiff filed a Motion for Conditional Certification on July 14, 2025, seeking to certify a collective of approximately 1,187 drivers across all 14 of SLG's distribution hubs. If this Court grants the instant Motion, more than half of the proposed collective—approximately 54%—will be removed, and the remaining putative collective will be limited to those drivers who signed ICOA v1.0 or ICOA v2.0, neither of which contained arbitration provisions. This reduction will have material consequences for the scope, manageability, and merits of any conditionally certified collective.

For these reasons, and as set forth more fully below, SLG respectfully requests that the Court: (a) compel each ICOA v3.0 signatory to pursue any FLSA or state-law wage claims exclusively through individual arbitration in accordance with the terms of ICOA v3.0; (b) dismiss with prejudice any collective claims as to those individuals, or in the alternative, stay such claims pending the completion of individual arbitration; and (c) limit the scope of any conditionally certified collective to the approximately 547 drivers who signed ICOA v1.0 or ICOA v2.0.

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, Irving, Texas 75039. Since its inception, SLG has grown to become one of the largest independent last-mile delivery providers in the South Central United States.

In July 2019, Ridgepoint Capital Partners Fund III, LP ("Ridgepoint"), a Dallas-based private equity firm, acquired a 72% controlling equity stake in SLG for approximately $285 million. The remaining equity is held by the company's founders and members of management. Following the Ridgepoint acquisition, SLG undertook a series of operational and administrative improvements, including the development and deployment of its proprietary RouteSync dispatch platform, the expansion of its hub network, and the standardization of its contractor agreements.

SLG currently operates 14 distribution hubs across four states: Texas, Oklahoma, Louisiana, and Arkansas. These hubs serve as the staging points for the company's delivery operations, with packages arriving from upstream carriers and logistics partners and being sorted, loaded, and dispatched to drivers for final delivery to residential and commercial customers within the hub's defined service area. SLG engages approximately 1,450 drivers under Independent Contractor Operating Agreements to perform these delivery services. For the fiscal year ended December 31, 2024, SLG reported revenue of $312.7 million and EBITDA of $28.4 million. (See Declaration of Karen Lund, attached hereto as Exhibit B, ¶¶ 3–8.)

B. The Independent Contractor Operating Agreements

Since 2018, SLG has engaged its drivers under a series of template Independent Contractor Operating Agreements, which have been revised over time to reflect evolving operational requirements, legal developments, and best practices. The relevant versions of the ICOA are as follows:

ICOA v1.0 (2018). The original ICOA was drafted in 2018 by Pennfield & Daye LLP, a Fort Worth-based employment law firm engaged by SLG for the specific purpose of creating a standardized contractor agreement. ICOA v1.0 classified drivers as independent contractors and governed the terms of their engagement with SLG. Among its key provisions, ICOA v1.0:

• Compensated drivers on a per-delivery basis, with rates ranging from $14.50 to $38.00 per delivery depending on package weight, distance, and delivery type (standard, oversized, or white-glove);

• Required drivers to wear Stonefield-branded uniforms and to affix SLG vehicle placards to their personal or leased vehicles during the performance of delivery services;

• Required deliveries to be assigned through SLG's proprietary RouteSync dispatch platform, which allocated delivery routes and tracked real-time delivery status;

• Established daily delivery windows of 7:00 AM to 8:00 PM, Monday through Saturday;

• Mandated GPS tracking via an SLG-provided telematics device installed in the driver's vehicle;

• Imposed a minimum delivery acceptance rate of 85% per rolling 30-day period, below which a driver would be subject to counseling, reduced route assignments, or termination of the contractual relationship; and

• Included a non-compete clause restricting drivers from performing delivery services for any competing logistics provider for a period of 12 months following termination, within a 50-mile radius of the driver's assigned distribution hub.

Critically for purposes of this Motion, ICOA v1.0 did not contain an arbitration clause, a delegation clause, or a collective action waiver. (See ICOA v1.0, attached hereto as Exhibit E.)

ICOA v2.0 (August 2020). In August 2020, SLG revised the ICOA to incorporate certain operational modifications, including updated per-delivery compensation rates, revised route assignment protocols, and new provisions governing vehicle maintenance and insurance requirements. Like its predecessor, ICOA v2.0 did not include an arbitration clause, a delegation clause, or a collective action waiver. (See ICOA v2.0, attached hereto as Exhibit E.)

ICOA v3.0 (January 2023). Effective January 2023, SLG implemented the current version of the ICOA. ICOA v3.0 incorporated all prior operational terms from previous versions and added several new provisions of central relevance to this Motion, including: (i) a mandatory arbitration clause; (ii) an express class and collective action waiver; and (iii) a delegation clause committing questions of arbitrability to the arbitrator. These provisions are discussed in detail in Section II.C below.

Approximately 640 of the 1,187 unique drivers who performed delivery services for SLG during the relevant period defined by Plaintiff's Complaint (April 30, 2022 through the present) signed ICOA v3.0. The remaining approximately 547 drivers continued to perform services under ICOA v1.0 or ICOA v2.0, which did not contain arbitration provisions. (See Declaration of Karen Lund, Exhibit B, ¶¶ 12–18; Summary Spreadsheet of ICOA v3.0 Signatories, Exhibit D.)

C. The Arbitration Clause and Collective Action Waiver in ICOA v3.0

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 final and binding individual arbitration, and not by a court or jury."

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 theory."

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 consolidated with any other arbitration or proceeding involving any other person or entity."

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 filing fee the Contractor would pay to file a civil complaint in the United States District Court for the Northern District of Texas."

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 void as to that claim only, and the parties' rights to proceed in court with respect to such claim shall be preserved."

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 signing this Agreement."

Immediately following Section 14.7, the ICOA v3.0 contains a separate acknowledgment line, set apart from the general signature block, requiring the driver to initial or sign specifically to confirm agreement to Section 14. (See ICOA v3.0, Exhibit A, at Section 14.)

D. The Instant Litigation

On April 30, 2025, Named Plaintiff Marcus Delano filed this action individually and on behalf of all others similarly situated, alleging that SLG misclassified him and approximately 1,200 similarly situated drivers as independent contractors rather than employees, in violation of the overtime provisions of the FLSA, 29 U.S.C. § 207(a), and the Texas Payday Law, Tex. Lab. Code §§ 61.001 et seq. (Dkt. 1, Compl.) Delano alleges that SLG's drivers are employees within the meaning of the FLSA because, among other things, SLG exercises pervasive control over the manner and means of their work, including by assigning delivery routes, mandating delivery windows, requiring branded uniforms and vehicle placards, imposing minimum acceptance rates, and monitoring drivers through GPS telematics. (Id. ¶¶ 32–58.)

Delano signed ICOA v1.0 in 2018 and performed delivery services for SLG from approximately March 2021 through September 2024 out of SLG's Fort Worth distribution hub, designated internally as HUB-01. (See Declaration of Karen Lund, Exhibit B, ¶ 20.) Delano's ICOA v1.0 does not contain an arbitration clause, a collective action waiver, or a delegation clause.

Delano seeks conditional certification of a collective action under 29 U.S.C. § 216(b), defining the proposed collective as "all individuals who performed delivery driving services for Stonefield Logistics Group Inc. pursuant to any Independent Contractor Operating Agreement at any distribution hub from April 30, 2022 through the date of final judgment." (Dkt. 1, Compl. ¶ 72.) The proposed collective thus encompasses approximately 1,187 unique drivers across all 14 of SLG's distribution hubs. (See Declaration of Karen Lund, Exhibit B, ¶ 14.)

SLG filed its Answer and Affirmative Defenses on June 2, 2025. (Dkt. 9.) Among the affirmative defenses asserted, SLG pled the existence of binding arbitration agreements and collective action waivers as to ICOA v3.0 signatories. (Id. at 18–19, Seventh Affirmative Defense.)

Plaintiff filed a Motion for Conditional Certification on July 14, 2025. (Dkt. 17.) SLG's Response to the Motion for Conditional Certification is due August 13, 2025, and Plaintiff's Reply is due August 27, 2025. The instant Motion is filed in advance of that response to ensure that the Court has the benefit of full briefing on the arbitration issue before ruling on the scope of any conditionally certified collective.

Of the approximately 1,187 unique drivers encompassed by the proposed collective definition, approximately 640 signed ICOA v3.0 in or after January 2023, and are therefore bound by the arbitration clause, collective action waiver, and delegation clause set forth in Section 14 of that agreement. The remaining approximately 547 drivers signed ICOA v1.0 or ICOA v2.0, which did not contain arbitration provisions.

E. Named Plaintiff's ICOA Status

As noted above, Named Plaintiff Marcus Delano signed ICOA v1.0 in 2018. That version of the ICOA does not contain an arbitration clause, a collective action waiver, or a delegation clause. Accordingly, this Motion does not seek to compel arbitration of Delano's individual claims, and SLG acknowledges that Delano's own claims are properly before this Court.

However, to the extent Delano seeks to represent ICOA v3.0 signatories in a collective action under 29 U.S.C. § 216(b), those individuals' claims must be submitted to individual arbitration in accordance with their contractual agreements. The fact that the named plaintiff is not personally bound by the arbitration clause does not prevent the Court from compelling arbitration of the claims of putative collective members who are. See Herrera v. Manna 2nd Ave. LLC, No. 20-cv-4216, 2021 WL 466955, at *4 (S.D.N.Y. Feb. 9, 2021) (compelling arbitration of opt-in plaintiffs' claims even though named plaintiff was not subject to arbitration agreement). A named plaintiff's own ICOA status does not override the independent contractual obligations of individual collective members who separately agreed to arbitrate.

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 arbitration and the fundamental principle that arbitration is a matter of contract." Camberwell Enterprises Mobility LLC v. Concepcion, 563 U.S. 333, 339 (2011) (internal quotation marks omitted).

The Supreme Court has "repeatedly affirmed" this "liberal federal policy favoring arbitration agreements." Moses H. Cone Mem'l Hosp. v. Mercury Constr. Corp., 460 U.S. 1, 24 (1983). As the Court has emphasized, "[b]y its terms, the [FAA] leaves no place for the exercise of discretion by a district court, but instead mandates that district courts shall direct the parties to proceed to arbitration on issues as to which an arbitration agreement has been signed." Dean Witter Reynolds, Inc. v. Byrd, 470 U.S. 213, 218 (1985) (emphasis in original).

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 within its scope, the Court "shall make an order directing the parties to proceed to arbitration in accordance with the terms of the agreement." Id.

Under this framework, the court's role is limited. In deciding a motion to compel arbitration, the court must determine only two threshold questions: (1) whether a valid agreement to arbitrate exists between the parties, and (2) whether the dispute in question falls within the scope of that agreement. Carey v. 24 Hour Fitness, USA, Inc., 669 F.3d 202, 205 (5th Cir. 2012); see also Webb v. Investacorp, Inc., 89 F.3d 252, 258 (5th Cir. 1996). If the answers to both questions are in the affirmative, the court must compel arbitration. The court does not consider the merits of the underlying dispute. Carey, 669 F.3d at 205.

Any doubts concerning the scope of arbitrable issues should be resolved in favor of arbitration. Camberwell Enterprises Techs., Inc. v. Commc'ns Workers of Am., 475 U.S. 643, 650 (1986) ("[W]here the contract contains an arbitration clause, there is a presumption of arbitrability in the sense that an order to arbitrate the particular grievance should not be denied unless it may be said with positive assurance that the arbitration clause is not susceptible of an interpretation that covers the asserted dispute." (internal quotation marks omitted)). This presumption applies with "special force" when the arbitration agreement is broad. Mitsubishi Motors Corp. v. Soler Chrysler-Plymouth, Inc., 473 U.S. 614, 626 (1985).

Furthermore, where the parties' agreement contains a delegation clause—a provision committing threshold questions of arbitrability to the arbitrator—the court's inquiry is further limited. Under Rent-A-Center, West, Inc. v. Jackson, 561 U.S. 63, 72 (2010), a delegation clause is itself a distinct, severable agreement that must be enforced unless the party challenging arbitration specifically challenges the delegation clause itself, "as opposed to challenging the agreement to arbitrate as a whole." If no such challenge to the delegation clause has been raised, the court must treat the delegation clause as valid and leave all questions of arbitrability—including the validity and enforceability of the broader arbitration agreement—to the arbitrator. Id. at 72–73.

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) acceptance, (3) mutual assent, (4) execution and delivery of the contract with the intent that it be mutual and binding, and (5) consideration. Baylor Univ. v. Sonnichsen, 221 S.W.3d 632, 635 (Tex. 2007). Each of these elements is satisfied here.

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 approximately two and one-half pages of the agreement. It is written in plain English at a reading level accessible to a commercially reasonable audience.

Most significantly, Section 14 includes a separate acknowledgment and signature or initial line—distinct from the general signature block at the conclusion of the ICOA—requiring each driver to separately confirm that he or she has read, understands, and voluntarily agrees to the arbitration clause, the collective action waiver, and the delegation provision. This separate acknowledgment line eliminates any argument that a driver could have signed the ICOA without awareness of the arbitration provisions.

SLG submits the Declaration of Karen Lund, Director of Driver Relations, attached hereto as Exhibit B, which authenticates the ICOA v3.0 template and confirms SLG's execution records. Ms. Lund's declaration identifies the approximately 640 drivers who signed ICOA v3.0, describes the execution process (which required in-person or electronic signature through SLG's Brightwater Software-integrated onboarding portal), and confirms that SLG maintains an executed copy of each ICOA v3.0 in its records. (See Declaration of Karen Lund, Exhibit B, ¶¶ 12–22.) SLG can produce executed copies of any or all ICOA v3.0 agreements for the Court's in camera review upon request. A summary spreadsheet of all ICOA v3.0 signatories, including names, hub assignments, and execution dates, is attached as Exhibit D.

There can be no genuine dispute as to mutual assent. Each of the approximately 640 drivers read, acknowledged, and signed the arbitration clause—both in the general execution block and in the separate Section 14 acknowledgment line. The formation of a binding agreement to arbitrate is established on the face of the executed agreements.

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 Palm Harbor Homes, Inc., 195 S.W.3d 672, 677 (Tex. 2006). The Fifth Circuit has similarly recognized that "mutuality of obligation to arbitrate provides adequate consideration for an arbitration agreement." Floss v. Ryan's Family Steak Houses, Inc., 211 F.3d 306, 315 (5th Cir. 2000).

Here, the consideration supporting the arbitration clause is threefold. First, the obligation to arbitrate is mutual: Section 14.1 provides that "the Company and the Contractor mutually agree" to resolve disputes through individual arbitration, binding both parties equally. Second, SLG assumes a significant additional obligation by agreeing, under Section 14.5, to bear all arbitration administrative fees and arbitrator compensation beyond a nominal filing fee equivalent to the cost of filing a federal court complaint—an obligation that SLG estimates could amount to several thousand dollars per arbitration proceeding. Third, the arbitration clause is embedded within the broader ICOA v3.0, the continued performance of which provides mutual benefits: the driver receives ongoing delivery assignments and compensation, and SLG receives the driver's delivery services. Both parties thus receive the benefit of the continuing contractual relationship.

These mutual promises and obligations constitute more than adequate consideration under Texas law and Fifth Circuit precedent.

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 unconscionability "refers to the circumstances surrounding the adoption of the arbitration provision," and examines factors such as the conspicuousness of the clause, the parties' relative bargaining positions, and whether the weaker party had a meaningful opportunity to review the terms and seek legal advice. In re Palm Harbor Homes, 195 S.W.3d at 679.

Here, the arbitration clause was conspicuously placed in a separately titled and separately acknowledged section of the ICOA v3.0. It was not buried in fine print, hidden among unrelated boilerplate, or disguised in any manner. To the contrary, Section 14 is clearly labeled, spans multiple subsections, and is accompanied by a separate initial/signature line requiring the driver to affirmatively acknowledge his or her agreement. Drivers had a reasonable opportunity to review the agreement before signing, to ask questions of SLG's driver relations staff, and to consult with an attorney or other advisor. Section 14.7 expressly acknowledges this opportunity. The agreement was written in plain English at a commercially reasonable reading level, without excessive legal jargon.

SLG acknowledges that ICOA v3.0 is a form agreement presented on a take-it-or-leave-it basis—i.e., an adhesion contract. But the mere fact that a contract is one of adhesion does not render it procedurally unconscionable. In re Palm Harbor Homes, 195 S.W.3d at 679–80. The Supreme Court recognized in Camberwell Enterprises Mobility LLC v. Concepcion, 563 U.S. 333, 346–47 (2011), that treating the adhesive nature of an arbitration clause as a basis for invalidation would effectively immunize all such clauses from enforcement, a result Congress did not intend. Moreover, the drivers who signed ICOA v3.0 had the option of declining to sign and thereby declining to continue the contractual relationship with SLG. While termination of the relationship may have been an undesirable consequence, the availability of that choice—coupled with the conspicuousness of the clause and the opportunity to seek counsel—forecloses any finding of procedural unconscionability.

Substantive Unconscionability. Substantive unconscionability examines the fairness of the arbitration provision itself—whether the terms are "so one-sided as to be unconscionable." In re FirstMerit Bank, 52 S.W.3d at 757.

The arbitration clause in ICOA v3.0 is fair, balanced, and reasonable. It is mutual: both SLG and the driver agree to arbitrate. It preserves all statutory remedies available to the driver, imposing no limitations on the types of damages or relief that may be sought in arbitration. It does not shorten any applicable statute of limitations. SLG bears the cost of arbitration, including all arbitration administrative fees and arbitrator compensation beyond a nominal initial filing fee—a provision that eliminates the financial barriers that might otherwise make arbitration impracticable for individual drivers. The arbitration is to be conducted by a nationally recognized arbitration provider under its then-applicable rules, ensuring procedural fairness, the right to present evidence, and the availability of discovery. And the severability provision in Section 14.6 further demonstrates the clause's reasonableness: if any portion of the arbitration provision is found unenforceable, the remainder continues in effect, ensuring that no driver is deprived of a forum for resolving disputes.

In short, the arbitration clause is the product of a deliberate, carefully structured drafting process designed to ensure enforceability while preserving the drivers' substantive rights. It is not unconscionable under any recognized standard.

B. The Collective Action Waiver Is Enforceable Under *Granite Harbor Systems. v. Lewis*

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 collective actions under the FLSA and state employment laws. The employees argued that such waivers violated the National Labor Relations Act ("NLRA"), 29 U.S.C. § 157, which protects employees' right to engage in "concerted activities" for mutual aid or protection.

The Supreme Court rejected this argument in a 5–4 decision authored by Justice Gorsuch. The Court held that the FAA requires courts to enforce arbitration agreements as written, including provisions waiving the right to class and collective proceedings. Tidewater Systems Sys., 584 U.S. at 509. The Court explained that the NLRA's reference to "concerted activities" focuses on substantive labor activities, such as organizing and collective bargaining, and does not create a right to pursue class or collective litigation procedures. Id. at 515–19. The Court further held that the FAA's savings clause—which preserves only "such grounds as exist at law or in equity for the revocation of any contract," 9 U.S.C. § 2—does not permit courts to invalidate arbitration agreements on the ground that they preclude collective litigation, because such a ground applies only to arbitration and thus discriminates against arbitration in violation of the FAA's command of equal treatment. Tidewater Systems Sys., 584 U.S. at 511–14.

The Ridgeway Services Inc. decision resolved a multi-year circuit split and established, in no uncertain terms, that arbitration agreements containing class and collective action waivers must be enforced according to their terms, even in the context of FLSA claims.

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 forum." This language covers all forms of aggregate litigation, including the FLSA collective action at issue in this case.

Following Ridgeway Services Inc., the Fifth Circuit and courts within this District have consistently enforced identical or substantially similar collective action waivers in the FLSA context. See, e.g., Borrero v. Ruppert Housing Co., Inc., No. 18-cv-4545, 2019 WL 3771757 (S.D.N.Y. Aug. 9, 2019); Gaffers v. Kelly Servs., Inc., 900 F.3d 293, 296 (6th Cir. 2018) (applying Ridgeway Services Inc. to enforce collective action waiver); see also Bearden v. ServiceMaster Glob. Holdings, Inc., No. 3:20-cv-00565, 2021 WL 391280, at *3 (M.D. Tenn. Feb. 4, 2021) (same). There is no basis for this Court to depart from this well-established authority.

Plaintiff may argue that the FLSA's collective action provision, 29 U.S.C. § 216(b), creates a non-waivable substantive right that cannot be abrogated by a private arbitration agreement. The Supreme Court squarely rejected this argument in Ridgeway Services Inc.. As the Court explained, § 216(b) provides a procedural mechanism for the aggregation of claims, but it does not create a substantive, non-waivable right to proceed collectively. Tidewater Systems Sys., 584 U.S. at 521–22. Accordingly, the collective action waiver in ICOA v3.0 is valid and enforceable, and the approximately 640 drivers who signed ICOA v3.0 are bound by its terms.

3. *Lamps Plus, Inc. v. Varela* Confirms the Waiver's Enforceability. The Supreme Court's subsequent decision in Lamps Plus, Inc. v. Varela, 587 U.S. 357 (2019), further supports SLG's position. In Lamps Plus, the Court held that ambiguous arbitration agreements cannot be construed to authorize class-wide arbitration, because the consent required to submit to class-wide arbitration must be "clearly and unmistakably" established. Id. at 368–69. The Court emphasized that class-wide arbitration "sacrifices the principal advantage of arbitration—its informality—and makes the process slower, more costly, and more likely to generate procedural morass." Id. at 365 (quoting Concepcion, 563 U.S. at 348).

Here, there is no ambiguity whatsoever. ICOA v3.0's waiver expressly and unambiguously prohibits class and collective proceedings in both court and arbitration. Section 14.3 provides that "any arbitration will be conducted on an individual basis only, and that no arbitration may be joined with or consolidated with any other arbitration or proceeding involving any other person or entity." This language leaves no room for any construction authorizing collective proceedings of any kind. Under Lamps Plus, the Court should enforce the waiver as written.

C. The FAA Transportation Worker Exemption Does Not Apply

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 workers engaged in interstate commerce."

The scope of the § 1 exemption has been addressed by the Supreme Court in two key decisions. In Circuit City Stores, Inc. v. Adams, 532 U.S. 105, 119 (2001), the Court held that the exemption is narrow, covering only "transportation workers"—i.e., those workers who are actually "engaged in the channels of foreign or interstate commerce," such as seamen and railroad workers, and those in analogous occupations. The exemption does not apply to all workers whose activities incidentally touch upon interstate commerce; rather, it is limited to "a narrow class of workers actually engaged in the movement of goods across borders." Id. at 118–19.

More recently, in Southwest Airlines Co. v. Saxon, 596 U.S. 450 (2022), the Supreme Court refined this inquiry, holding that the relevant question is whether the workers, as a class, are "actively engaged in the transportation of goods across borders." Id. at 458. The Court emphasized that this is a "highly context-specific" inquiry that looks to the actual work performed by the workers, not merely the industry in which the employer operates. Id. at 459. In Saxon, the Court held that airline cargo loaders who physically loaded and unloaded cargo from aircraft engaged in interstate commerce fell within the exemption, because their work was "so closely related to the movement of goods across borders that they are properly viewed as transportation workers." Id. at 463.

The Court in Saxon was careful to note, however, that the exemption does not extend to all workers in the transportation industry. Id. at 464. Rather, the inquiry focuses on "the actual work that the members of the class, as a whole, perform." Id. Workers whose duties are ancillary to, rather than constitutive of, the interstate movement of goods fall outside the exemption.

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 engage in the interstate transportation of goods.

The critical distinction is this: by the time a package reaches an SLG distribution hub, it has already completed its interstate journey. Packages arrive at SLG's hubs from upstream carriers, retailers, and logistics partners. SLG's drivers then transport those packages from the hub to local customer addresses—the final leg of a domestic supply chain, commonly known as "last-mile delivery." SLG's drivers do not themselves transport goods across state lines, do not operate long-haul freight routes, and do not participate in the movement of goods through the channels of interstate commerce.

SLG operates 14 distribution hubs across Texas, Oklahoma, Louisiana, and Arkansas. Drivers are assigned to a specific hub and perform deliveries within a defined local delivery zone radiating from that hub. The delivery zones are geographically circumscribed and do not extend across state borders. Trevor Sandoval, SLG's Vice President of Operations, will attest in his declaration that SLG drivers operate exclusively within their assigned local delivery zones and do not engage in cross-border freight transportation. (See Declaration of Trevor Sandoval, attached hereto as Exhibit C, ¶¶ 5–12.)

Courts have consistently distinguished between long-haul or over-the-road truckers—who transport goods across state lines and fall within the § 1 exemption—and last-mile delivery drivers, who do not. See, e.g., Rittmann v. Hollowell & Co., 971 F.3d 904, 916 (9th Cir. 2020) (holding that Amazon delivery drivers who transported packages from warehouses to local customers were within the § 1 exemption based on specific findings that the drivers were the "last leg" of an interstate journey and that the packages they delivered were still in the "flow" of interstate commerce); but cf. Waithaka v. Hollowell & Co., 966 F.3d 10, 23 (1st Cir. 2020) (reaching the same conclusion for Amazon "last mile" drivers under substantially different facts). SLG respectfully submits that these cases are distinguishable, because in those matters the courts focused on the integrated nature of Amazon's nationwide logistics network and the fact that the drivers were the final link in a continuous interstate chain.

Here, by contrast, SLG's distribution hubs are regional staging facilities that receive goods from range upstream carriers. The interstate transit of those goods is complete before SLG takes possession. SLG's drivers do not interface with the interstate supply chain; they operate within a discrete, local delivery system. Their work is analogous to that of local pizza delivery drivers or package couriers—not to that of long-haul truckers, railroad employees, or airline cargo handlers.

Even if certain drivers at SLG's border-area hubs—such as the Texarkana hub (HUB-11), which straddles the Texas-Arkansas border, or the Shreveport hub (HUB-09), located near the Louisiana-Texas border—might occasionally deliver packages to addresses across a state line, this does not bring the entire class of SLG drivers within the § 1 exemption. The Supreme Court in Saxon made clear that the exemption applies on a class-wide basis, examining whether the workers "as a class" are engaged in the interstate transportation of goods. 596 U.S. at 458. SLG's driver workforce, as a class, is not engaged in interstate commerce. Any incidental or occasional border crossings by individual drivers at specific hubs do not transform the entire class into "transportation workers engaged in interstate commerce" within the meaning of § 1.

Accordingly, the § 1 exemption does not apply, and the FAA governs the enforceability of the ICOA v3.0 arbitration clause.

D. The Delegation Clause Requires the Arbitrator to Resolve Any Remaining Challenges to Enforceability

ICOA v3.0 contains a delegation clause in Section 14.4, which provides 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." This provision constitutes a clear and unmistakable delegation of arbitrability questions to the arbitrator.

Under Rent-A-Center, West, Inc. v. Jackson, 561 U.S. 63 (2010), a delegation clause is a distinct, severable agreement that must be enforced according to its terms unless the party opposing arbitration "challenge[s] the delegation provision specifically." Id. at 72. If the opposing party challenges only the arbitration agreement as a whole—rather than the delegation clause itself—the court must treat the delegation clause as valid and leave all questions of arbitrability to the arbitrator. Id. The Fifth Circuit has consistently applied this rule. See, e.g., Kubala v. Supreme Prod. Servs., Inc., 830 F.3d 199, 202–03 (5th Cir. 2016) (enforcing delegation clause where plaintiff did not specifically challenge it).

Here, Plaintiff has not specifically challenged the delegation clause in Section 14.4 of ICOA v3.0. Plaintiff's Complaint and Motion for Conditional Certification contain no argument directed at the delegation clause itself. To the extent Plaintiff raises challenges to the enforceability or scope of the arbitration agreement as a whole—whether on grounds of unconscionability, lack of mutual assent, or otherwise—such challenges are themselves subject to the delegation clause and must be resolved by the arbitrator, not by this Court. Rent-A-Center, 561 U.S. at 72–73.

Accordingly, even if this Court were to conclude that any of SLG's arguments on the merits of enforceability present close questions, the delegation clause independently requires that those questions be submitted to the arbitrator. The Court's inquiry should be limited to whether a delegation clause exists, whether it clearly and unmistakably delegates questions of arbitrability, and whether Plaintiff has specifically challenged it. The answers to the first two questions are yes; the answer to the third is no. The delegation clause must be enforced.

E. The Court Should Dismiss or Stay the Collective Claims of the Approximately 640 ICOA v3.0 Signatories

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 640 ICOA v3.0 signatories cannot be members of the proposed collective. Their arbitration agreements require that any claims arising from their engagement with SLG be pursued through individual arbitration, and their collective action waivers expressly prohibit participation in collective proceedings. Permitting those individuals to opt in to a collective action under 29 U.S.C. § 216(b) would directly contravene the contractual agreements they executed and the mandate of the FAA.

The Court should therefore dismiss with prejudice any collective action claims asserted by or on behalf of ICOA v3.0 signatories, and order that each such individual pursue any FLSA or state-law wage claims exclusively through individual arbitration in accordance with ICOA v3.0, Section 14. This disposition would reduce the proposed collective from approximately 1,187 drivers to approximately 547 drivers—a reduction of approximately 54%.

Courts routinely dismiss or exclude from collectives those putative members who are bound by individual arbitration agreements. See, e.g., Vilches v. Quillon Casualty Group, 413 F. Supp. 3d 802, 815 (D. Minn. 2019) (granting motion to compel individual arbitration and dismissing collective claims of opt-in plaintiffs bound by arbitration agreements); Benedict v. Hewlett-Packard Co., No. 13-cv-0119, 2014 WL 587135, at *6 (N.D. Cal. Feb. 13, 2014) (same). This approach gives full effect to both the FAA and the individual agreements executed by the ICOA v3.0 signatories.

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 application of one of the parties stay the trial of the action until such arbitration has been had in accordance with the terms of the agreement."

SLG acknowledges the Supreme Court's recent decision in Smith v. Spizzirri, 601 U.S. 472 (2024), in which the Court held that when all claims in a lawsuit are subject to arbitration, the FAA requires a stay rather than a dismissal. However, the circumstances here are distinguishable. In this case, not all claims are subject to arbitration: Named Plaintiff Delano's individual claims, and the collective claims of the approximately 547 ICOA v1.0 and v2.0 signatories, are not subject to arbitration. The instant Motion seeks to compel arbitration of only a subset of the putative collective—the approximately 640 ICOA v3.0 signatories. In this posture, the more appropriate remedy is dismissal of those individuals' participation in the collective action, with their individual claims remitted to arbitration. A stay would unnecessarily complicate the proceedings by requiring the Court to manage parallel tracks of litigation and arbitration involving overlapping factual and legal issues.

Nevertheless, to the extent the Court concludes that a stay is the appropriate remedy, SLG requests that the Court enter a stay of all proceedings as to ICOA v3.0 signatories pending the completion of their individual arbitrations and that those individuals be excluded from any conditionally certified collective during the pendency of the stay.

F. Impact on Conditional Certification

This Motion is directly relevant to Plaintiff's pending Motion for Conditional Certification, filed on July 14, 2025. (Dkt. 17.) SLG respectfully submits that the Court should consider this Motion in conjunction with the conditional certification briefing, as the enforceability of the ICOA v3.0 arbitration clause and collective action waiver materially affects the scope and composition of the putative collective.

If the Court grants this Motion, the proposed collective will be reduced by approximately 54%, from approximately 1,187 drivers to approximately 547 drivers. This reduction has significant implications for the conditional certification analysis. The Court's assessment of whether the remaining putative collective members are "similarly situated" for purposes of 29 U.S.C. § 216(b) will necessarily differ when the collective is limited to drivers who signed ICOA v1.0 or ICOA v2.0, as opposed to the broader universe of all drivers who performed services for SLG during the relevant period.

SLG's Opposition to Conditional Certification, which is due on August 13, 2025, will separately argue that even the remaining approximately 547 drivers are not similarly situated due to material differences in hub operations, ICOA versions, delivery types, compensation structures, and the degrees of autonomy exercised by individual drivers. Those arguments are independent of, but complementary to, the instant Motion. SLG respectfully requests that the Court resolve this Motion before or simultaneously with its ruling on conditional certification, so that the scope of any conditionally certified collective accurately reflects the contractual obligations of the putative members.

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@calderwoodharkness.com

Email: rvasquez@calderwoodharkness.com

Email: junderwood@calderwoodharkness.com

Email: darcher@calderwoodharkness.com

Counsel for Defendant Stonefield Logistics Group Inc.

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 indicated that the Motion is opposed and that Plaintiff intends to file a response in opposition. The parties were unable to reach an agreement on the issues presented, and accordingly, this Motion is presented to the Court for resolution.

________________________________________

Bernard Crawford

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 filing system, which will send notification of such filing to the following:

Claudia Hartwell Hartwell & Brashear PLLC 500 N. Akard Street, Suite 1750 Dallas, TX 75201 chartwell@hartwellbrashear.com

Jordan Brashear Hartwell & Brashear PLLC 500 N. Akard Street, Suite 1750 Dallas, TX 75201 jbrashear@hartwellbrashear.com

________________________________________

Bernard Crawford

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,

STONEFIELD LOGISTICS GROUP INC.,

Defendant.

Case No. 3:25-cv-01847-RBC

ORDER GRANTING DEFENDANT'S MOTION TO COMPEL INDIVIDUAL ARBITRATION AND TO DISMISS COLLECTIVE CLAIMS AS TO SIGNATORIES OF THE INDEPENDENT CONTRACTOR OPERATING AGREEMENT VERSION 3.0

Before the Court is 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 (Dkt. __). Having considered the Motion, the response, the reply, the parties' briefs, the supporting declarations and exhibits, the applicable law, and the entire record in this case, the Court finds as follows:

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 the approximately 640 individuals who signed ICOA v3.0 are hereby compelled to submit any and all claims arising from or related to their engagement with Stonefield Logistics Group Inc. to final and binding individual arbitration, in accordance with the terms of Section 14 of ICOA v3.0.

IT IS FURTHER ORDERED that any collective action claims asserted by or on behalf of ICOA v3.0 signatories in this action are DISMISSED WITH PREJUDICE.

IT IS FURTHER ORDERED that the proposed collective, for purposes of any conditional certification analysis under 29 U.S.C. § 216(b), is limited to individuals who signed ICOA v1.0 or ICOA v2.0, which did not contain arbitration clauses.

IT IS SO ORDERED.

SIGNED this _ day of _____, 2025.

________________________________________

HON. REBECCA CHEN UNITED STATES DISTRICT JUDGE NORTHERN DISTRICT OF TEXAS

B. Exhibits to Be Filed with Motion

The following exhibits are attached to and filed in support of this Motion:

Exhibit A: Independent Contractor Operating Agreement, Version 3.0 (January 2023) — full executed template, with the arbitration clause (Section 14) and collective action waiver highlighted. This exhibit constitutes the operative agreement executed by each of the approximately 640 ICOA v3.0 signatories and is authenticated by the Declaration of Karen Lund (Exhibit B).

Exhibit B: Declaration of Karen Lund, Director of Driver Relations, Stonefield Logistics Group Inc. Ms. Lund's declaration authenticates the ICOA v3.0 template; confirms the identity and approximate number (640) of ICOA v3.0 signatories; describes SLG's execution process and driver acknowledgment procedures, including the use of the Brightwater Software-integrated onboarding portal; and confirms that SLG maintains executed copies of each ICOA v3.0 in its records.

Exhibit C: Declaration of Trevor Sandoval, Vice President of Operations, Stonefield Logistics Group Inc. Mr. Sandoval's declaration attests that SLG drivers operate exclusively within defined local delivery zones radiating from their assigned distribution hubs; that SLG's drivers do not engage in cross-border freight transportation or the interstate movement of goods; and that any packages delivered by SLG drivers have already completed their interstate transit before arriving at SLG's distribution hubs.

Exhibit D: Summary Spreadsheet of ICOA v3.0 Signatories. This exhibit is a spreadsheet listing the names, hub assignments, and execution dates of the approximately 640 ICOA v3.0 signatories. SLG intends to file this exhibit under seal, or to seek an appropriate protective order, if necessary to protect driver privacy. SLG will confer with Plaintiff's counsel regarding the appropriate treatment of this exhibit under the Court's standing orders and Local Rules.

Exhibit E: Independent Contractor Operating Agreement, Version 1.0 (2018) and Version 2.0 (August 2020). These exhibits are provided for comparison purposes to demonstrate the absence of any arbitration clause, collective action waiver, or delegation clause in the earlier versions of the ICOA. Named Plaintiff Marcus Delano signed ICOA v1.0 in 2018.

Exhibit F: Comparison Chart of Material Differences Across ICOA v1.0, v2.0, and v3.0. This chart, originally prepared on May 12, 2025, by SLG's legal team in consultation with Calderwood & Harkness LLP, summarizes the key differences among the three versions of the ICOA, including the addition of the arbitration clause and collective action waiver in ICOA v3.0, as well as other material changes to compensation, operational requirements, and termination provisions. The chart is provided for the Court's convenience and reference.

DRAFT — NOT YET FILED — PRIVILEGED & CONFIDENTIAL ATTORNEY WORK PRODUCT

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
Hon. Rebecca Chen, U.S. District Judge Hon. Timothy Farrell, U.S. Magistrate Judge
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
DRAFT — NOT YET FILED — PRIVILEGED & CONFIDENTIAL ATTORNEY WORK PRODUCT
Defendant Stonefield Logistics Group Inc. ("SLG" or "Defendant"), by and through its undersigned counsel, Calderwood & Harkness LLP, respectfully submits this Motion to Compel Individual Arbitration and to Dismiss Collective Claims as to Signatories of the Independent Contractor Operating Agreement Version 3.0, and in support thereof states as follows:
TABLE OF CONTENTS
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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 Agreement ("ICOA v3.0"), effective January 2023.
ICOA v3.0 contains a clear, conspicuous, and unambiguous arbitration clause requiring all disputes arising out of or relating to the contractual relationship between SLG and its drivers to be resolved through final and binding individual arbitration. ICOA v3.0 also contains an express class and collective action waiver, providing that each signatory waives the right to participate in, commence, or be a party to any class, collective, consolidated, or representative action, whether in court or in arbitration. These provisions are set forth in a separately titled and separately acknowledged section of the agreement, and each driver was required to provide a separate signature or initial to confirm his or her voluntary agreement to these terms.
These provisions are enforceable under the FAA and controlling precedent of the United States Supreme Court, most notably Granite Harbor Systems. v. Lewis, 584 U.S. 497 (2018), in which the Court held that arbitration agreements containing class and collective action waivers must be enforced as written, even when the underlying claims are brought under the Fair Labor Standards Act ("FLSA"). The Court in Ridgeway Services Inc. squarely rejected the argument that the FLSA's collective action provision under 29 U.S.C. § 216(b) creates a non-waivable substantive right that overrides the FAA, holding instead that the FAA's mandate to enforce arbitration agreements according to their terms is a congressional command of the highest order.
Named Plaintiff Marcus Delano signed the earlier ICOA v1.0, which was executed in 2018 and did not contain an arbitration clause or a collective action waiver. Accordingly, this Motion does not seek to compel arbitration of Delano's individual claims. SLG does not contend that Delano is personally bound by the arbitration provisions of ICOA v3.0. This Motion does, however, seek to remove from the proposed collective all approximately 640 drivers who agreed to arbitrate their disputes with SLG on an individual basis pursuant to ICOA v3.0, thereby reducing the proposed collective from approximately 1,187 drivers to approximately 547.
The practical significance of this Motion cannot be overstated. Plaintiff filed a Motion for Conditional Certification on July 14, 2025, seeking to certify a collective of approximately 1,187 drivers across all 14 of SLG's distribution hubs. If this Court grants the instant Motion, more than half of the proposed collective—approximately 54%—will be removed, and the remaining putative collective will be limited to those drivers who signed ICOA v1.0 or ICOA v2.0, neither of which contained arbitration provisions. This reduction will have material consequences for the scope, manageability, and merits of any conditionally certified collective.
For these reasons, and as set forth more fully below, SLG respectfully requests that the Court: (a) compel each ICOA v3.0 signatory to pursue any FLSA or state-law wage claims exclusively through individual arbitration in accordance with the terms of ICOA v3.0; (b) dismiss with prejudice any collective claims as to those individuals, or in the alternative, stay such claims pending the completion of individual arbitration; and (c) limit the scope of any conditionally certified collective to the approximately 547 drivers who signed ICOA v1.0 or ICOA v2.0.
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, Irving, Texas 75039. Since its inception, SLG has grown to become one of the largest independent last-mile delivery providers in the South Central United States.
In July 2019, Ridgepoint Capital Partners Fund III, LP ("Ridgepoint"), a Dallas-based private equity firm, acquired a 72% controlling equity stake in SLG for approximately $285 million. The remaining equity is held by the company's founders and members of management. Following the Ridgepoint acquisition, SLG undertook a series of operational and administrative improvements, including the development and deployment of its proprietary RouteSync dispatch platform, the expansion of its hub network, and the standardization of its contractor agreements.
SLG currently operates 14 distribution hubs across four states: Texas, Oklahoma, Louisiana, and Arkansas. These hubs serve as the staging points for the company's delivery operations, with packages arriving from upstream carriers and logistics partners and being sorted, loaded, and dispatched to drivers for final delivery to residential and commercial customers within the hub's defined service area. SLG engages approximately 1,450 drivers under Independent Contractor Operating Agreements to perform these delivery services. For the fiscal year ended December 31, 2024, SLG reported revenue of $312.7 million and EBITDA of $28.4 million. (See Declaration of Karen Lund, attached hereto as Exhibit B, ¶¶ 3–8.)
B. The Independent Contractor Operating Agreements
Since 2018, SLG has engaged its drivers under a series of template Independent Contractor Operating Agreements, which have been revised over time to reflect evolving operational requirements, legal developments, and best practices. The relevant versions of the ICOA are as follows:
ICOA v1.0 (2018). The original ICOA was drafted in 2018 by Pennfield & Daye LLP, a Fort Worth-based employment law firm engaged by SLG for the specific purpose of creating a standardized contractor agreement. ICOA v1.0 classified drivers as independent contractors and governed the terms of their engagement with SLG. Among its key provisions, ICOA v1.0:
• Compensated drivers on a per-delivery basis, with rates ranging from $14.50 to $38.00 per delivery depending on package weight, distance, and delivery type (standard, oversized, or white-glove);
• Required drivers to wear Stonefield-branded uniforms and to affix SLG vehicle placards to their personal or leased vehicles during the performance of delivery services;
• Required deliveries to be assigned through SLG's proprietary RouteSync dispatch platform, which allocated delivery routes and tracked real-time delivery status;
• Established daily delivery windows of 7:00 AM to 8:00 PM, Monday through Saturday;
• Mandated GPS tracking via an SLG-provided telematics device installed in the driver's vehicle;
• Imposed a minimum delivery acceptance rate of 85% per rolling 30-day period, below which a driver would be subject to counseling, reduced route assignments, or termination of the contractual relationship; and
• Included a non-compete clause restricting drivers from performing delivery services for any competing logistics provider for a period of 12 months following termination, within a 50-mile radius of the driver's assigned distribution hub.
Critically for purposes of this Motion, ICOA v1.0 did not contain an arbitration clause, a delegation clause, or a collective action waiver. (See ICOA v1.0, attached hereto as Exhibit E.)
ICOA v2.0 (August 2020). In August 2020, SLG revised the ICOA to incorporate certain operational modifications, including updated per-delivery compensation rates, revised route assignment protocols, and new provisions governing vehicle maintenance and insurance requirements. Like its predecessor, ICOA v2.0 did not include an arbitration clause, a delegation clause, or a collective action waiver. (See ICOA v2.0, attached hereto as Exhibit E.)
ICOA v3.0 (January 2023). Effective January 2023, SLG implemented the current version of the ICOA. ICOA v3.0 incorporated all prior operational terms from previous versions and added several new provisions of central relevance to this Motion, including: (i) a mandatory arbitration clause; (ii) an express class and collective action waiver; and (iii) a delegation clause committing questions of arbitrability to the arbitrator. These provisions are discussed in detail in Section II.C below.
Approximately 640 of the 1,187 unique drivers who performed delivery services for SLG during the relevant period defined by Plaintiff's Complaint (April 30, 2022 through the present) signed ICOA v3.0. The remaining approximately 547 drivers continued to perform services under ICOA v1.0 or ICOA v2.0, which did not contain arbitration provisions. (See Declaration of Karen Lund, Exhibit B, ¶¶ 12–18; Summary Spreadsheet of ICOA v3.0 Signatories, Exhibit D.)
C. The Arbitration Clause and Collective Action Waiver in ICOA v3.0
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 final and binding individual arbitration, and not by a court or jury."
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 theory."
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 consolidated with any other arbitration or proceeding involving any other person or entity."
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 filing fee the Contractor would pay to file a civil complaint in the United States District Court for the Northern District of Texas."
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 void as to that claim only, and the parties' rights to proceed in court with respect to such claim shall be preserved."
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 signing this Agreement."
Immediately following Section 14.7, the ICOA v3.0 contains a separate acknowledgment line, set apart from the general signature block, requiring the driver to initial or sign specifically to confirm agreement to Section 14. (See ICOA v3.0, Exhibit A, at Section 14.)
D. The Instant Litigation
On April 30, 2025, Named Plaintiff Marcus Delano filed this action individually and on behalf of all others similarly situated, alleging that SLG misclassified him and approximately 1,200 similarly situated drivers as independent contractors rather than employees, in violation of the overtime provisions of the FLSA, 29 U.S.C. § 207(a), and the Texas Payday Law, Tex. Lab. Code §§ 61.001 et seq. (Dkt. 1, Compl.) Delano alleges that SLG's drivers are employees within the meaning of the FLSA because, among other things, SLG exercises pervasive control over the manner and means of their work, including by assigning delivery routes, mandating delivery windows, requiring branded uniforms and vehicle placards, imposing minimum acceptance rates, and monitoring drivers through GPS telematics. (Id. ¶¶ 32–58.)
Delano signed ICOA v1.0 in 2018 and performed delivery services for SLG from approximately March 2021 through September 2024 out of SLG's Fort Worth distribution hub, designated internally as HUB-01. (See Declaration of Karen Lund, Exhibit B, ¶ 20.) Delano's ICOA v1.0 does not contain an arbitration clause, a collective action waiver, or a delegation clause.
Delano seeks conditional certification of a collective action under 29 U.S.C. § 216(b), defining the proposed collective as "all individuals who performed delivery driving services for Stonefield Logistics Group Inc. pursuant to any Independent Contractor Operating Agreement at any distribution hub from April 30, 2022 through the date of final judgment." (Dkt. 1, Compl. ¶ 72.) The proposed collective thus encompasses approximately 1,187 unique drivers across all 14 of SLG's distribution hubs. (See Declaration of Karen Lund, Exhibit B, ¶ 14.)
SLG filed its Answer and Affirmative Defenses on June 2, 2025. (Dkt. 9.) Among the affirmative defenses asserted, SLG pled the existence of binding arbitration agreements and collective action waivers as to ICOA v3.0 signatories. (Id. at 18–19, Seventh Affirmative Defense.)
Plaintiff filed a Motion for Conditional Certification on July 14, 2025. (Dkt. 17.) SLG's Response to the Motion for Conditional Certification is due August 13, 2025, and Plaintiff's Reply is due August 27, 2025. The instant Motion is filed in advance of that response to ensure that the Court has the benefit of full briefing on the arbitration issue before ruling on the scope of any conditionally certified collective.
Of the approximately 1,187 unique drivers encompassed by the proposed collective definition, approximately 640 signed ICOA v3.0 in or after January 2023, and are therefore bound by the arbitration clause, collective action waiver, and delegation clause set forth in Section 14 of that agreement. The remaining approximately 547 drivers signed ICOA v1.0 or ICOA v2.0, which did not contain arbitration provisions.
E. Named Plaintiff's ICOA Status
As noted above, Named Plaintiff Marcus Delano signed ICOA v1.0 in 2018. That version of the ICOA does not contain an arbitration clause, a collective action waiver, or a delegation clause. Accordingly, this Motion does not seek to compel arbitration of Delano's individual claims, and SLG acknowledges that Delano's own claims are properly before this Court.
However, to the extent Delano seeks to represent ICOA v3.0 signatories in a collective action under 29 U.S.C. § 216(b), those individuals' claims must be submitted to individual arbitration in accordance with their contractual agreements. The fact that the named plaintiff is not personally bound by the arbitration clause does not prevent the Court from compelling arbitration of the claims of putative collective members who are. See Herrera v. Manna 2nd Ave. LLC, No. 20-cv-4216, 2021 WL 466955, at *4 (S.D.N.Y. Feb. 9, 2021) (compelling arbitration of opt-in plaintiffs' claims even though named plaintiff was not subject to arbitration agreement). A named plaintiff's own ICOA status does not override the independent contractual obligations of individual collective members who separately agreed to arbitrate.
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 arbitration and the fundamental principle that arbitration is a matter of contract." Camberwell Enterprises Mobility LLC v. Concepcion, 563 U.S. 333, 339 (2011) (internal quotation marks omitted).
The Supreme Court has "repeatedly affirmed" this "liberal federal policy favoring arbitration agreements." Moses H. Cone Mem'l Hosp. v. Mercury Constr. Corp., 460 U.S. 1, 24 (1983). As the Court has emphasized, "[b]y its terms, the [FAA] leaves no place for the exercise of discretion by a district court, but instead mandates that district courts shall direct the parties to proceed to arbitration on issues as to which an arbitration agreement has been signed." Dean Witter Reynolds, Inc. v. Byrd, 470 U.S. 213, 218 (1985) (emphasis in original).
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 within its scope, the Court "shall make an order directing the parties to proceed to arbitration in accordance with the terms of the agreement." Id.
Under this framework, the court's role is limited. In deciding a motion to compel arbitration, the court must determine only two threshold questions: (1) whether a valid agreement to arbitrate exists between the parties, and (2) whether the dispute in question falls within the scope of that agreement. Carey v. 24 Hour Fitness, USA, Inc., 669 F.3d 202, 205 (5th Cir. 2012); see also Webb v. Investacorp, Inc., 89 F.3d 252, 258 (5th Cir. 1996). If the answers to both questions are in the affirmative, the court must compel arbitration. The court does not consider the merits of the underlying dispute. Carey, 669 F.3d at 205.
Any doubts concerning the scope of arbitrable issues should be resolved in favor of arbitration. Camberwell Enterprises Techs., Inc. v. Commc'ns Workers of Am., 475 U.S. 643, 650 (1986) ("[W]here the contract contains an arbitration clause, there is a presumption of arbitrability in the sense that an order to arbitrate the particular grievance should not be denied unless it may be said with positive assurance that the arbitration clause is not susceptible of an interpretation that covers the asserted dispute." (internal quotation marks omitted)). This presumption applies with "special force" when the arbitration agreement is broad. Mitsubishi Motors Corp. v. Soler Chrysler-Plymouth, Inc., 473 U.S. 614, 626 (1985).
Furthermore, where the parties' agreement contains a delegation clause—a provision committing threshold questions of arbitrability to the arbitrator—the court's inquiry is further limited. Under Rent-A-Center, West, Inc. v. Jackson, 561 U.S. 63, 72 (2010), a delegation clause is itself a distinct, severable agreement that must be enforced unless the party challenging arbitration specifically challenges the delegation clause itself, "as opposed to challenging the agreement to arbitrate as a whole." If no such challenge to the delegation clause has been raised, the court must treat the delegation clause as valid and leave all questions of arbitrability—including the validity and enforceability of the broader arbitration agreement—to the arbitrator. Id. at 72–73.
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) acceptance, (3) mutual assent, (4) execution and delivery of the contract with the intent that it be mutual and binding, and (5) consideration. Baylor Univ. v. Sonnichsen, 221 S.W.3d 632, 635 (Tex. 2007). Each of these elements is satisfied here.
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 approximately two and one-half pages of the agreement. It is written in plain English at a reading level accessible to a commercially reasonable audience.
Most significantly, Section 14 includes a separate acknowledgment and signature or initial line—distinct from the general signature block at the conclusion of the ICOA—requiring each driver to separately confirm that he or she has read, understands, and voluntarily agrees to the arbitration clause, the collective action waiver, and the delegation provision. This separate acknowledgment line eliminates any argument that a driver could have signed the ICOA without awareness of the arbitration provisions.
SLG submits the Declaration of Karen Lund, Director of Driver Relations, attached hereto as Exhibit B, which authenticates the ICOA v3.0 template and confirms SLG's execution records. Ms. Lund's declaration identifies the approximately 640 drivers who signed ICOA v3.0, describes the execution process (which required in-person or electronic signature through SLG's Brightwater Software-integrated onboarding portal), and confirms that SLG maintains an executed copy of each ICOA v3.0 in its records. (See Declaration of Karen Lund, Exhibit B, ¶¶ 12–22.) SLG can produce executed copies of any or all ICOA v3.0 agreements for the Court's in camera review upon request. A summary spreadsheet of all ICOA v3.0 signatories, including names, hub assignments, and execution dates, is attached as Exhibit D.
There can be no genuine dispute as to mutual assent. Each of the approximately 640 drivers read, acknowledged, and signed the arbitration clause—both in the general execution block and in the separate Section 14 acknowledgment line. The formation of a binding agreement to arbitrate is established on the face of the executed agreements.
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 Palm Harbor Homes, Inc., 195 S.W.3d 672, 677 (Tex. 2006). The Fifth Circuit has similarly recognized that "mutuality of obligation to arbitrate provides adequate consideration for an arbitration agreement." Floss v. Ryan's Family Steak Houses, Inc., 211 F.3d 306, 315 (5th Cir. 2000).
Here, the consideration supporting the arbitration clause is threefold. First, the obligation to arbitrate is mutual: Section 14.1 provides that "the Company and the Contractor mutually agree" to resolve disputes through individual arbitration, binding both parties equally. Second, SLG assumes a significant additional obligation by agreeing, under Section 14.5, to bear all arbitration administrative fees and arbitrator compensation beyond a nominal filing fee equivalent to the cost of filing a federal court complaint—an obligation that SLG estimates could amount to several thousand dollars per arbitration proceeding. Third, the arbitration clause is embedded within the broader ICOA v3.0, the continued performance of which provides mutual benefits: the driver receives ongoing delivery assignments and compensation, and SLG receives the driver's delivery services. Both parties thus receive the benefit of the continuing contractual relationship.
These mutual promises and obligations constitute more than adequate consideration under Texas law and Fifth Circuit precedent.
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 unconscionability "refers to the circumstances surrounding the adoption of the arbitration provision," and examines factors such as the conspicuousness of the clause, the parties' relative bargaining positions, and whether the weaker party had a meaningful opportunity to review the terms and seek legal advice. In re Palm Harbor Homes, 195 S.W.3d at 679.
Here, the arbitration clause was conspicuously placed in a separately titled and separately acknowledged section of the ICOA v3.0. It was not buried in fine print, hidden among unrelated boilerplate, or disguised in any manner. To the contrary, Section 14 is clearly labeled, spans multiple subsections, and is accompanied by a separate initial/signature line requiring the driver to affirmatively acknowledge his or her agreement. Drivers had a reasonable opportunity to review the agreement before signing, to ask questions of SLG's driver relations staff, and to consult with an attorney or other advisor. Section 14.7 expressly acknowledges this opportunity. The agreement was written in plain English at a commercially reasonable reading level, without excessive legal jargon.
SLG acknowledges that ICOA v3.0 is a form agreement presented on a take-it-or-leave-it basis—i.e., an adhesion contract. But the mere fact that a contract is one of adhesion does not render it procedurally unconscionable. In re Palm Harbor Homes, 195 S.W.3d at 679–80. The Supreme Court recognized in Camberwell Enterprises Mobility LLC v. Concepcion, 563 U.S. 333, 346–47 (2011), that treating the adhesive nature of an arbitration clause as a basis for invalidation would effectively immunize all such clauses from enforcement, a result Congress did not intend. Moreover, the drivers who signed ICOA v3.0 had the option of declining to sign and thereby declining to continue the contractual relationship with SLG. While termination of the relationship may have been an undesirable consequence, the availability of that choice—coupled with the conspicuousness of the clause and the opportunity to seek counsel—forecloses any finding of procedural unconscionability.
Substantive Unconscionability. Substantive unconscionability examines the fairness of the arbitration provision itself—whether the terms are "so one-sided as to be unconscionable." In re FirstMerit Bank, 52 S.W.3d at 757.
The arbitration clause in ICOA v3.0 is fair, balanced, and reasonable. It is mutual: both SLG and the driver agree to arbitrate. It preserves all statutory remedies available to the driver, imposing no limitations on the types of damages or relief that may be sought in arbitration. It does not shorten any applicable statute of limitations. SLG bears the cost of arbitration, including all arbitration administrative fees and arbitrator compensation beyond a nominal initial filing fee—a provision that eliminates the financial barriers that might otherwise make arbitration impracticable for individual drivers. The arbitration is to be conducted by a nationally recognized arbitration provider under its then-applicable rules, ensuring procedural fairness, the right to present evidence, and the availability of discovery. And the severability provision in Section 14.6 further demonstrates the clause's reasonableness: if any portion of the arbitration provision is found unenforceable, the remainder continues in effect, ensuring that no driver is deprived of a forum for resolving disputes.
In short, the arbitration clause is the product of a deliberate, carefully structured drafting process designed to ensure enforceability while preserving the drivers' substantive rights. It is not unconscionable under any recognized standard.
B. The Collective Action Waiver Is Enforceable Under *Granite Harbor Systems. v. Lewis*
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 collective actions under the FLSA and state employment laws. The employees argued that such waivers violated the National Labor Relations Act ("NLRA"), 29 U.S.C. § 157, which protects employees' right to engage in "concerted activities" for mutual aid or protection.
The Supreme Court rejected this argument in a 5–4 decision authored by Justice Gorsuch. The Court held that the FAA requires courts to enforce arbitration agreements as written, including provisions waiving the right to class and collective proceedings. Tidewater Systems Sys., 584 U.S. at 509. The Court explained that the NLRA's reference to "concerted activities" focuses on substantive labor activities, such as organizing and collective bargaining, and does not create a right to pursue class or collective litigation procedures. Id. at 515–19. The Court further held that the FAA's savings clause—which preserves only "such grounds as exist at law or in equity for the revocation of any contract," 9 U.S.C. § 2—does not permit courts to invalidate arbitration agreements on the ground that they preclude collective litigation, because such a ground applies only to arbitration and thus discriminates against arbitration in violation of the FAA's command of equal treatment. Tidewater Systems Sys., 584 U.S. at 511–14.
The Ridgeway Services Inc. decision resolved a multi-year circuit split and established, in no uncertain terms, that arbitration agreements containing class and collective action waivers must be enforced according to their terms, even in the context of FLSA claims.
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 forum." This language covers all forms of aggregate litigation, including the FLSA collective action at issue in this case.
Following Ridgeway Services Inc., the Fifth Circuit and courts within this District have consistently enforced identical or substantially similar collective action waivers in the FLSA context. See, e.g., Borrero v. Ruppert Housing Co., Inc., No. 18-cv-4545, 2019 WL 3771757 (S.D.N.Y. Aug. 9, 2019); Gaffers v. Kelly Servs., Inc., 900 F.3d 293, 296 (6th Cir. 2018) (applying Ridgeway Services Inc. to enforce collective action waiver); see also Bearden v. ServiceMaster Glob. Holdings, Inc., No. 3:20-cv-00565, 2021 WL 391280, at *3 (M.D. Tenn. Feb. 4, 2021) (same). There is no basis for this Court to depart from this well-established authority.
Plaintiff may argue that the FLSA's collective action provision, 29 U.S.C. § 216(b), creates a non-waivable substantive right that cannot be abrogated by a private arbitration agreement. The Supreme Court squarely rejected this argument in Ridgeway Services Inc.. As the Court explained, § 216(b) provides a procedural mechanism for the aggregation of claims, but it does not create a substantive, non-waivable right to proceed collectively. Tidewater Systems Sys., 584 U.S. at 521–22. Accordingly, the collective action waiver in ICOA v3.0 is valid and enforceable, and the approximately 640 drivers who signed ICOA v3.0 are bound by its terms.
3. *Lamps Plus, Inc. v. Varela* Confirms the Waiver's Enforceability. The Supreme Court's subsequent decision in Lamps Plus, Inc. v. Varela, 587 U.S. 357 (2019), further supports SLG's position. In Lamps Plus, the Court held that ambiguous arbitration agreements cannot be construed to authorize class-wide arbitration, because the consent required to submit to class-wide arbitration must be "clearly and unmistakably" established. Id. at 368–69. The Court emphasized that class-wide arbitration "sacrifices the principal advantage of arbitration—its informality—and makes the process slower, more costly, and more likely to generate procedural morass." Id. at 365 (quoting Concepcion, 563 U.S. at 348).
Here, there is no ambiguity whatsoever. ICOA v3.0's waiver expressly and unambiguously prohibits class and collective proceedings in both court and arbitration. Section 14.3 provides that "any arbitration will be conducted on an individual basis only, and that no arbitration may be joined with or consolidated with any other arbitration or proceeding involving any other person or entity." This language leaves no room for any construction authorizing collective proceedings of any kind. Under Lamps Plus, the Court should enforce the waiver as written.
C. The FAA Transportation Worker Exemption Does Not Apply
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 workers engaged in interstate commerce."
The scope of the § 1 exemption has been addressed by the Supreme Court in two key decisions. In Circuit City Stores, Inc. v. Adams, 532 U.S. 105, 119 (2001), the Court held that the exemption is narrow, covering only "transportation workers"—i.e., those workers who are actually "engaged in the channels of foreign or interstate commerce," such as seamen and railroad workers, and those in analogous occupations. The exemption does not apply to all workers whose activities incidentally touch upon interstate commerce; rather, it is limited to "a narrow class of workers actually engaged in the movement of goods across borders." Id. at 118–19.
More recently, in Southwest Airlines Co. v. Saxon, 596 U.S. 450 (2022), the Supreme Court refined this inquiry, holding that the relevant question is whether the workers, as a class, are "actively engaged in the transportation of goods across borders." Id. at 458. The Court emphasized that this is a "highly context-specific" inquiry that looks to the actual work performed by the workers, not merely the industry in which the employer operates. Id. at 459. In Saxon, the Court held that airline cargo loaders who physically loaded and unloaded cargo from aircraft engaged in interstate commerce fell within the exemption, because their work was "so closely related to the movement of goods across borders that they are properly viewed as transportation workers." Id. at 463.
The Court in Saxon was careful to note, however, that the exemption does not extend to all workers in the transportation industry. Id. at 464. Rather, the inquiry focuses on "the actual work that the members of the class, as a whole, perform." Id. Workers whose duties are ancillary to, rather than constitutive of, the interstate movement of goods fall outside the exemption.
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 engage in the interstate transportation of goods.
The critical distinction is this: by the time a package reaches an SLG distribution hub, it has already completed its interstate journey. Packages arrive at SLG's hubs from upstream carriers, retailers, and logistics partners. SLG's drivers then transport those packages from the hub to local customer addresses—the final leg of a domestic supply chain, commonly known as "last-mile delivery." SLG's drivers do not themselves transport goods across state lines, do not operate long-haul freight routes, and do not participate in the movement of goods through the channels of interstate commerce.
SLG operates 14 distribution hubs across Texas, Oklahoma, Louisiana, and Arkansas. Drivers are assigned to a specific hub and perform deliveries within a defined local delivery zone radiating from that hub. The delivery zones are geographically circumscribed and do not extend across state borders. Trevor Sandoval, SLG's Vice President of Operations, will attest in his declaration that SLG drivers operate exclusively within their assigned local delivery zones and do not engage in cross-border freight transportation. (See Declaration of Trevor Sandoval, attached hereto as Exhibit C, ¶¶ 5–12.)
Courts have consistently distinguished between long-haul or over-the-road truckers—who transport goods across state lines and fall within the § 1 exemption—and last-mile delivery drivers, who do not. See, e.g., Rittmann v. Hollowell & Co., 971 F.3d 904, 916 (9th Cir. 2020) (holding that Amazon delivery drivers who transported packages from warehouses to local customers were within the § 1 exemption based on specific findings that the drivers were the "last leg" of an interstate journey and that the packages they delivered were still in the "flow" of interstate commerce); but cf. Waithaka v. Hollowell & Co., 966 F.3d 10, 23 (1st Cir. 2020) (reaching the same conclusion for Amazon "last mile" drivers under substantially different facts). SLG respectfully submits that these cases are distinguishable, because in those matters the courts focused on the integrated nature of Amazon's nationwide logistics network and the fact that the drivers were the final link in a continuous interstate chain.
Here, by contrast, SLG's distribution hubs are regional staging facilities that receive goods from range upstream carriers. The interstate transit of those goods is complete before SLG takes possession. SLG's drivers do not interface with the interstate supply chain; they operate within a discrete, local delivery system. Their work is analogous to that of local pizza delivery drivers or package couriers—not to that of long-haul truckers, railroad employees, or airline cargo handlers.
Even if certain drivers at SLG's border-area hubs—such as the Texarkana hub (HUB-11), which straddles the Texas-Arkansas border, or the Shreveport hub (HUB-09), located near the Louisiana-Texas border—might occasionally deliver packages to addresses across a state line, this does not bring the entire class of SLG drivers within the § 1 exemption. The Supreme Court in Saxon made clear that the exemption applies on a class-wide basis, examining whether the workers "as a class" are engaged in the interstate transportation of goods. 596 U.S. at 458. SLG's driver workforce, as a class, is not engaged in interstate commerce. Any incidental or occasional border crossings by individual drivers at specific hubs do not transform the entire class into "transportation workers engaged in interstate commerce" within the meaning of § 1.
Accordingly, the § 1 exemption does not apply, and the FAA governs the enforceability of the ICOA v3.0 arbitration clause.
D. The Delegation Clause Requires the Arbitrator to Resolve Any Remaining Challenges to Enforceability
ICOA v3.0 contains a delegation clause in Section 14.4, which provides 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." This provision constitutes a clear and unmistakable delegation of arbitrability questions to the arbitrator.
Under Rent-A-Center, West, Inc. v. Jackson, 561 U.S. 63 (2010), a delegation clause is a distinct, severable agreement that must be enforced according to its terms unless the party opposing arbitration "challenge[s] the delegation provision specifically." Id. at 72. If the opposing party challenges only the arbitration agreement as a whole—rather than the delegation clause itself—the court must treat the delegation clause as valid and leave all questions of arbitrability to the arbitrator. Id. The Fifth Circuit has consistently applied this rule. See, e.g., Kubala v. Supreme Prod. Servs., Inc., 830 F.3d 199, 202–03 (5th Cir. 2016) (enforcing delegation clause where plaintiff did not specifically challenge it).
Here, Plaintiff has not specifically challenged the delegation clause in Section 14.4 of ICOA v3.0. Plaintiff's Complaint and Motion for Conditional Certification contain no argument directed at the delegation clause itself. To the extent Plaintiff raises challenges to the enforceability or scope of the arbitration agreement as a whole—whether on grounds of unconscionability, lack of mutual assent, or otherwise—such challenges are themselves subject to the delegation clause and must be resolved by the arbitrator, not by this Court. Rent-A-Center, 561 U.S. at 72–73.
Accordingly, even if this Court were to conclude that any of SLG's arguments on the merits of enforceability present close questions, the delegation clause independently requires that those questions be submitted to the arbitrator. The Court's inquiry should be limited to whether a delegation clause exists, whether it clearly and unmistakably delegates questions of arbitrability, and whether Plaintiff has specifically challenged it. The answers to the first two questions are yes; the answer to the third is no. The delegation clause must be enforced.
E. The Court Should Dismiss or Stay the Collective Claims of the Approximately 640 ICOA v3.0 Signatories
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 640 ICOA v3.0 signatories cannot be members of the proposed collective. Their arbitration agreements require that any claims arising from their engagement with SLG be pursued through individual arbitration, and their collective action waivers expressly prohibit participation in collective proceedings. Permitting those individuals to opt in to a collective action under 29 U.S.C. § 216(b) would directly contravene the contractual agreements they executed and the mandate of the FAA.
The Court should therefore dismiss with prejudice any collective action claims asserted by or on behalf of ICOA v3.0 signatories, and order that each such individual pursue any FLSA or state-law wage claims exclusively through individual arbitration in accordance with ICOA v3.0, Section 14. This disposition would reduce the proposed collective from approximately 1,187 drivers to approximately 547 drivers—a reduction of approximately 54%.
Courts routinely dismiss or exclude from collectives those putative members who are bound by individual arbitration agreements. See, e.g., Vilches v. Quillon Casualty Group, 413 F. Supp. 3d 802, 815 (D. Minn. 2019) (granting motion to compel individual arbitration and dismissing collective claims of opt-in plaintiffs bound by arbitration agreements); Benedict v. Hewlett-Packard Co., No. 13-cv-0119, 2014 WL 587135, at *6 (N.D. Cal. Feb. 13, 2014) (same). This approach gives full effect to both the FAA and the individual agreements executed by the ICOA v3.0 signatories.
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 application of one of the parties stay the trial of the action until such arbitration has been had in accordance with the terms of the agreement."
SLG acknowledges the Supreme Court's recent decision in Smith v. Spizzirri, 601 U.S. 472 (2024), in which the Court held that when all claims in a lawsuit are subject to arbitration, the FAA requires a stay rather than a dismissal. However, the circumstances here are distinguishable. In this case, not all claims are subject to arbitration: Named Plaintiff Delano's individual claims, and the collective claims of the approximately 547 ICOA v1.0 and v2.0 signatories, are not subject to arbitration. The instant Motion seeks to compel arbitration of only a subset of the putative collective—the approximately 640 ICOA v3.0 signatories. In this posture, the more appropriate remedy is dismissal of those individuals' participation in the collective action, with their individual claims remitted to arbitration. A stay would unnecessarily complicate the proceedings by requiring the Court to manage parallel tracks of litigation and arbitration involving overlapping factual and legal issues.
Nevertheless, to the extent the Court concludes that a stay is the appropriate remedy, SLG requests that the Court enter a stay of all proceedings as to ICOA v3.0 signatories pending the completion of their individual arbitrations and that those individuals be excluded from any conditionally certified collective during the pendency of the stay.
F. Impact on Conditional Certification
This Motion is directly relevant to Plaintiff's pending Motion for Conditional Certification, filed on July 14, 2025. (Dkt. 17.) SLG respectfully submits that the Court should consider this Motion in conjunction with the conditional certification briefing, as the enforceability of the ICOA v3.0 arbitration clause and collective action waiver materially affects the scope and composition of the putative collective.
If the Court grants this Motion, the proposed collective will be reduced by approximately 54%, from approximately 1,187 drivers to approximately 547 drivers. This reduction has significant implications for the conditional certification analysis. The Court's assessment of whether the remaining putative collective members are "similarly situated" for purposes of 29 U.S.C. § 216(b) will necessarily differ when the collective is limited to drivers who signed ICOA v1.0 or ICOA v2.0, as opposed to the broader universe of all drivers who performed services for SLG during the relevant period.
SLG's Opposition to Conditional Certification, which is due on August 13, 2025, will separately argue that even the remaining approximately 547 drivers are not similarly situated due to material differences in hub operations, ICOA versions, delivery types, compensation structures, and the degrees of autonomy exercised by individual drivers. Those arguments are independent of, but complementary to, the instant Motion. SLG respectfully requests that the Court resolve this Motion before or simultaneously with its ruling on conditional certification, so that the scope of any conditionally certified collective accurately reflects the contractual obligations of the putative members.
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@calderwoodharkness.com
Email: rvasquez@calderwoodharkness.com
Email: junderwood@calderwoodharkness.com
Email: darcher@calderwoodharkness.com
Counsel for Defendant Stonefield Logistics Group Inc.
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 indicated that the Motion is opposed and that Plaintiff intends to file a response in opposition. The parties were unable to reach an agreement on the issues presented, and accordingly, this Motion is presented to the Court for resolution.
________________________________________
Bernard Crawford
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 filing system, which will send notification of such filing to the following:
Claudia Hartwell Hartwell & Brashear PLLC 500 N. Akard Street, Suite 1750 Dallas, TX 75201 chartwell@hartwellbrashear.com
Jordan Brashear Hartwell & Brashear PLLC 500 N. Akard Street, Suite 1750 Dallas, TX 75201 jbrashear@hartwellbrashear.com
________________________________________
Bernard Crawford
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 TO DISMISS COLLECTIVE CLAIMS AS TO SIGNATORIES OF THE INDEPENDENT CONTRACTOR OPERATING AGREEMENT VERSION 3.0
Before the Court is 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 (Dkt. __). Having considered the Motion, the response, the reply, the parties' briefs, the supporting declarations and exhibits, the applicable law, and the entire record in this case, the Court finds as follows:
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 the approximately 640 individuals who signed ICOA v3.0 are hereby compelled to submit any and all claims arising from or related to their engagement with Stonefield Logistics Group Inc. to final and binding individual arbitration, in accordance with the terms of Section 14 of ICOA v3.0.
IT IS FURTHER ORDERED that any collective action claims asserted by or on behalf of ICOA v3.0 signatories in this action are DISMISSED WITH PREJUDICE.
IT IS FURTHER ORDERED that the proposed collective, for purposes of any conditional certification analysis under 29 U.S.C. § 216(b), is limited to individuals who signed ICOA v1.0 or ICOA v2.0, which did not contain arbitration clauses.
IT IS SO ORDERED.
SIGNED this _ day of _____, 2025.
________________________________________
HON. REBECCA CHEN UNITED STATES DISTRICT JUDGE NORTHERN DISTRICT OF TEXAS
B. Exhibits to Be Filed with Motion
The following exhibits are attached to and filed in support of this Motion:
Exhibit A: Independent Contractor Operating Agreement, Version 3.0 (January 2023) — full executed template, with the arbitration clause (Section 14) and collective action waiver highlighted. This exhibit constitutes the operative agreement executed by each of the approximately 640 ICOA v3.0 signatories and is authenticated by the Declaration of Karen Lund (Exhibit B).
Exhibit B: Declaration of Karen Lund, Director of Driver Relations, Stonefield Logistics Group Inc. Ms. Lund's declaration authenticates the ICOA v3.0 template; confirms the identity and approximate number (640) of ICOA v3.0 signatories; describes SLG's execution process and driver acknowledgment procedures, including the use of the Brightwater Software-integrated onboarding portal; and confirms that SLG maintains executed copies of each ICOA v3.0 in its records.
Exhibit C: Declaration of Trevor Sandoval, Vice President of Operations, Stonefield Logistics Group Inc. Mr. Sandoval's declaration attests that SLG drivers operate exclusively within defined local delivery zones radiating from their assigned distribution hubs; that SLG's drivers do not engage in cross-border freight transportation or the interstate movement of goods; and that any packages delivered by SLG drivers have already completed their interstate transit before arriving at SLG's distribution hubs.
Exhibit D: Summary Spreadsheet of ICOA v3.0 Signatories. This exhibit is a spreadsheet listing the names, hub assignments, and execution dates of the approximately 640 ICOA v3.0 signatories. SLG intends to file this exhibit under seal, or to seek an appropriate protective order, if necessary to protect driver privacy. SLG will confer with Plaintiff's counsel regarding the appropriate treatment of this exhibit under the Court's standing orders and Local Rules.
Exhibit E: Independent Contractor Operating Agreement, Version 1.0 (2018) and Version 2.0 (August 2020). These exhibits are provided for comparison purposes to demonstrate the absence of any arbitration clause, collective action waiver, or delegation clause in the earlier versions of the ICOA. Named Plaintiff Marcus Delano signed ICOA v1.0 in 2018.
Exhibit F: Comparison Chart of Material Differences Across ICOA v1.0, v2.0, and v3.0. This chart, originally prepared on May 12, 2025, by SLG's legal team in consultation with Calderwood & Harkness LLP, summarizes the key differences among the three versions of the ICOA, including the addition of the arbitration clause and collective action waiver in ICOA v3.0, as well as other material changes to compensation, operational requirements, and termination provisions. The chart is provided for the Court's convenience and reference.
DRAFT — NOT YET FILED — PRIVILEGED & CONFIDENTIAL ATTORNEY WORK PRODUCT

IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION

STONEFIELD LOGISTICS GROUP INC.,

TABLE OF CONTENTS

I. INTRODUCTION

II. STATEMENT OF FACTS

III. LEGAL STANDARD

IV. ARGUMENT

V. CONCLUSION AND PRAYER FOR RELIEF

CALDERWOOD & HARKNESS LLP

VI. CERTIFICATE OF CONFERENCE

VII. CERTIFICATE OF SERVICE

VIII. APPENDIX

STONEFIELD LOGISTICS GROUP INC.,

IT IS SO ORDERED.

HON. REBECCA CHEN UNITED STATES DISTRICT JUDGE NORTHERN DISTRICT OF TEXAS

Record

Parties

Dates

Amounts