1012-00004 · Stonefield Logistics Group · Pleadings & Court Filings

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

DEFENDANT STONEFIELD LOGISTICS GROUP INC.'S ANSWER AND AFFIRMATIVE DEFENSES TO PLAINTIFF'S COMPLAINT

Defendant Stonefield Logistics Group Inc. ("Stonefield," "SLG," or "Defendant"), a corporation duly organized and existing under the laws of the State of Delaware with its principal place of business in Irving, Texas, by and through its undersigned counsel, Calderwood & Harkness LLP, hereby respectfully files this Answer and Affirmative Defenses in response to the Complaint filed by Plaintiff Marcus Delano ("Plaintiff" or "Delano") on April 30, 2025 (Dkt. No. 1) (the "Complaint"). In support thereof, Defendant states as follows:

SLG denies all material allegations of wrongdoing contained in the Complaint, including but not limited to allegations that Plaintiff or any putative collective member was at any relevant time an "employee" of SLG within the meaning of the Fair Labor Standards Act, 29 U.S.C. § 201 et seq. (the "FLSA"), or the Texas Payday Law, Tex. Lab. Code § 61.001 et seq. SLG further denies that Plaintiff is entitled to any relief whatsoever, whether in the form of back pay, overtime compensation, liquidated damages, attorneys' fees, costs, or any other remedy sought in the Complaint.

SLG asserts the Affirmative Defenses set forth below, without assuming the burden of proof on any issue for which such burden properly rests with Plaintiff under applicable law.

SLG expressly reserves all rights to amend, supplement, or modify this Answer and its Affirmative Defenses as discovery progresses and as further investigation may warrant, consistent with the Federal Rules of Civil Procedure and applicable Local Rules of this Court.

Unless specifically admitted herein, each and every allegation in the Complaint is denied. Any allegation in the Complaint not specifically addressed in this Answer is denied. To the extent the Complaint contains characterizations of legal standards, conclusions of law, or mixed questions of law and fact, no response is required, and SLG denies any such characterization to the extent it is inaccurate or incomplete.

I. PARTIES

Response to Paragraph 1 (Plaintiff Marcus Delano)

1. SLG admits that Marcus Delano is a natural person who, upon information and belief, resides at 3417 Calmont Avenue, Fort Worth, Texas 76107.

2. SLG admits that Delano performed delivery services for SLG from approximately March 2021 through September 2024 pursuant to a written Independent Contractor Operating Agreement ("ICOA") executed by Delano and SLG. SLG further admits that Delano operated out of SLG's Fort Worth distribution hub, designated internally as "HUB-01," located at 1015 Railhead Parkway, Fort Worth, Texas 76106.

3. SLG denies that Delano was at any time during the relevant period an "employee" of SLG within the meaning of the FLSA, the Texas Payday Law, or any other federal or state employment statute. Delano was at all relevant times an independent contractor, as expressly and unambiguously stated in the ICOA executed by both parties, which reflects the parties' mutual intent and the economic reality of their relationship.

4. SLG denies that Delano is "similarly situated" to other drivers who performed delivery services for SLG at distribution hubs other than HUB-01, or to drivers who performed services under different versions of the ICOA, or to drivers whose individual circumstances—including delivery types, geographic territories, capital investment, scheduling patterns, multi-platform engagement, and subcontracting activity—differ materially from those of Plaintiff. The allegation that Delano is a suitable representative of a putative collective is a conclusion of law to which no response is required, but to the extent a response is deemed necessary, it is denied.

Response to Paragraph 2 (Defendant Stonefield Logistics Group Inc.)

5. SLG admits that it is a corporation duly incorporated under the laws of the State of Delaware, bearing Delaware Charter Number 6247183, with its principal place of business located at 4200 Commerce Gateway Boulevard, Suite 800, Irving, Texas 75039.

6. SLG admits that it is registered to do business in the State of Texas under Texas Secretary of State Filing Number 0803127465, and that it maintains distribution hub operations in the states of Texas, Oklahoma, Louisiana, and Arkansas.

7. SLG admits that it specializes in last-mile delivery, regional freight consolidation, and white-glove delivery services for retail and e-commerce clients.

8. SLG denies any characterization of itself as Plaintiff's "employer" within the meaning of the FLSA, the Texas Payday Law, or any other applicable statute. SLG's relationship with Plaintiff was at all relevant times that of a principal and an independent contractor, governed by the terms of the ICOA.

II. JURISDICTION AND VENUE

Response to Paragraph 3 (Subject Matter Jurisdiction)

9. SLG admits that this Court has subject matter jurisdiction pursuant to 28 U.S.C. § 1331 to the extent that Plaintiff purports to assert claims arising under the FLSA, 29 U.S.C. § 201 et seq. This admission is limited to the existence of federal question jurisdiction and does not constitute an admission as to the merits of Plaintiff's claims or as to the propriety of this action proceeding as a collective action under 29 U.S.C. § 216(b).

10. SLG expressly reserves all defenses, objections, and arguments with respect to the propriety of this action proceeding as a collective action under 29 U.S.C. § 216(b), including but not limited to the right to oppose conditional certification, to move for decertification at the conclusion of discovery, and to challenge the inclusion of any putative collective member who is bound by an arbitration agreement and collective action waiver.

Response to Paragraph 4 (Personal Jurisdiction)

11. SLG admits that this Court may exercise personal jurisdiction over SLG. SLG is a Delaware corporation with its principal place of business in Irving, Texas, within the Northern District of Texas, and maintains distribution hub operations throughout the State of Texas. This admission does not constitute a waiver of any defense or objection not specifically raised herein.

Response to Paragraph 5 (Venue)

12. SLG admits that venue is proper in the Northern District of Texas, Dallas Division, pursuant to 28 U.S.C. § 1391(b), insofar as SLG's principal place of business is located within this District and a substantial part of the events giving rise to Plaintiff's claims allegedly occurred within this District.

III. FACTUAL ALLEGATIONS

A. Response to Paragraphs Regarding SLG's Business Operations

13. SLG admits that it was founded in 2011 and that it currently operates fourteen (14) distribution hubs across the states of Texas, Oklahoma, Louisiana, and Arkansas.

14. SLG admits that, as of the date of the Complaint, it engages approximately 1,450 drivers under Independent Contractor Operating Agreements to perform delivery services throughout its service network.

15. SLG admits that its reported revenue for fiscal year 2024 was approximately $312.7 million.

16. SLG admits that Ridgepoint Capital Partners Fund III, LP ("Ridgepoint") acquired a controlling equity interest in SLG in or about July 2019. SLG further states that the terms and structure of Ridgepoint's investment are not relevant to the issues in this case and do not bear on the question of whether any individual driver was properly classified as an independent contractor.

17. SLG denies any allegation or inference that its corporate structure, private equity ownership, financial condition, revenue, or profitability is relevant to Plaintiff's individual or collective claims regarding worker classification. The FLSA economic reality test focuses on the nature of the working relationship between the putative employer and the putative employee, not on the financial success or corporate capitalization of the engaging entity.

B. Response to Paragraphs Regarding the Independent Contractor Operating Agreement

18. SLG admits that it utilizes Independent Contractor Operating Agreements to govern its relationships with independent contractor drivers who perform delivery services through SLG's distribution hub network.

19. SLG admits that the original ICOA template was drafted in 2018 by Pennfield & Daye LLP, an employment and labor law firm located at 801 Cherry Street, Suite 1400, Fort Worth, Texas 76102. SLG further admits that the ICOA template was revised in August 2020 (designated as version 2.0, or "ICOA v2.0") and again in January 2023 (designated as version 3.0, or "ICOA v3.0"). Each revision was undertaken with the advice and assistance of Pennfield & Daye LLP and reflected updates to applicable law, industry best practices, and operational refinements.

20. SLG admits that the ICOAs, in all versions, expressly classify the drivers as independent contractors, not employees. This classification reflects the genuine economic reality of the relationship between SLG and its drivers, as further described herein and as will be demonstrated through discovery.

21. SLG admits that drivers are compensated on a per-delivery basis, with delivery rates ranging from $14.50 to $38.00 per delivery. The specific rate applicable to any given delivery is determined by a transparent rate schedule incorporated into the ICOA and is based on objective factors including package weight, delivery distance from the distribution hub, and delivery type (standard delivery versus white-glove delivery services). This per-delivery compensation structure is a hallmark of an independent contractor relationship, as it ties compensation to the completion of specific tasks rather than to hours worked.

22. SLG admits that the ICOA requires drivers to use Stonefield-branded uniforms, identification badges, and vehicle placards while performing deliveries on behalf of SLG's clients. SLG avers that these branding requirements are common and commercially necessary in customer-facing independent contractor relationships across the logistics industry, where brand consistency is essential to maintaining client contracts and consumer confidence. Such requirements do not, standing alone or in combination with other factors, transform an independent contractor relationship into one of employment. See, e.g., Keller v. Miri microsystems LLC, 781 F.3d 799, 807 (6th Cir. 2015).

23. SLG admits that it utilizes a proprietary dispatch and logistics platform known as "RouteSync" to facilitate the assignment and tracking of available deliveries. SLG avers that RouteSync is a coordination and optimization tool that presents available delivery opportunities to drivers, who retain full discretion to accept or decline any individual delivery offered through the platform. RouteSync also provides optimized route suggestions based on geographic efficiency algorithms, but drivers are not required to follow these suggestions and may determine the sequence and method of completing their accepted deliveries at their own discretion.

24. SLG admits that the ICOA references delivery windows of 7:00 AM to 8:00 PM, Monday through Saturday. SLG denies, however, that these delivery windows constitute mandatory work schedules imposed upon drivers. These windows reflect the hours during which SLG's clients require deliveries to be completed to satisfy consumer expectations. Drivers retain discretion as to which delivery windows to accept work during, which specific deliveries to accept, and how to organize and sequence their work within accepted delivery windows. Drivers are not required to work during all available windows, nor are they required to work on any specific day.

25. SLG admits that it provides a GPS telematics device for installation in drivers' vehicles for tracking and monitoring purposes during active deliveries. SLG denies that the provision and use of GPS telematics constitutes the degree of employer-level control characteristic of an employment relationship. The telematics serve legitimate and commercially necessary purposes, including ensuring driver safety, facilitating real-time customer delivery notifications, supporting compliance with federal and state transportation safety regulations, and satisfying the requirements of SLG's commercial auto insurance policies. The use of GPS tracking technology is ubiquitous in the logistics industry and is routinely employed in relationships with independent contractors.

26. SLG admits that the ICOA references a minimum delivery acceptance rate of eighty-five percent (85%) calculated over a rolling thirty-day period. SLG avers that this threshold is a commercially reasonable performance metric that is standard in independent contractor relationships in the logistics and delivery industry. The 85% acceptance rate threshold is designed to ensure reliability and service quality for SLG's commercial clients, while still permitting drivers to decline up to 15% of offered deliveries without consequence. Drivers retain the unconditional right to decline individual deliveries for any reason, and the 85% threshold reflects the reasonable expectation that a contractor who has entered into an ongoing service arrangement will perform the services contemplated by the agreement.

27. SLG admits that drivers may, and frequently do, use their own personal vehicles to perform delivery services, provided that such vehicles meet SLG's published vehicle specifications. These specifications require that the vehicle be a cargo van or box truck of model year 2015 or newer that has passed an SLG safety inspection conducted at the beginning of the contractual relationship and periodically thereafter. SLG avers that drivers' ownership of and investment in their own delivery vehicles represents a significant capital investment by the drivers, which is a critical factor weighing in favor of independent contractor status under the FLSA economic reality test. Drivers bear all expenses associated with their vehicles, including acquisition costs, financing, insurance premiums, fuel, maintenance, repairs, and depreciation.

28. SLG admits that the ICOA contains a non-compete provision restricting drivers from performing competing delivery services for a period of twelve (12) months following termination of the ICOA within a radius of fifty (50) miles from the driver's assigned distribution hub. SLG avers that non-compete provisions are permissible in independent contractor agreements and are commonly utilized in the logistics industry to protect legitimate business interests, including client relationships, proprietary operational methods, and confidential business information.

29. SLG admits that the January 2023 revision of the ICOA (ICOA v3.0) added a binding arbitration clause and a class and collective action waiver, both of which are enforceable under the Federal Arbitration Act, 9 U.S.C. § 1 et seq. The arbitration clause requires that any dispute arising out of or relating to the ICOA or the parties' relationship be resolved through binding individual arbitration administered by the American Arbitration Association ("AAA") in accordance with the AAA's Commercial Arbitration Rules, and the collective action waiver provides that the driver waives any right to participate as a member of a class or collective in any litigation or arbitration proceeding.

30. SLG denies any allegation or characterization that the terms and conditions of the ICOA, whether considered individually or in their totality, establish an employment relationship between SLG and its drivers. The ICOA was specifically designed—based on the advice of experienced employment counsel—to reflect and preserve the independent contractor nature of the relationship, and the actual working relationship between SLG and its drivers is consistent with the terms of the ICOA.

C. Response to Paragraphs Regarding Plaintiff's Work and Compensation

31. SLG admits that Plaintiff Delano signed the original 2018 version of the ICOA (ICOA v1.0) in or about March 2021, and that ICOA v1.0 did not contain an arbitration clause or collective action waiver. Accordingly, SLG does not assert the arbitration clause or collective action waiver as a defense against Plaintiff Delano individually, though it does assert such defenses with respect to putative collective members who signed ICOA v3.0.

32. SLG admits that Plaintiff performed last-mile residential delivery services out of SLG's Fort Worth distribution hub (HUB-01) from approximately March 2021 through September 2024.

33. SLG denies Plaintiff's allegation that he "regularly worked 55–65 hours per week" during his engagement with SLG. SLG's business records, including RouteSync activity logs, delivery completion data, and telematics records, require further analysis and review to determine the actual time Plaintiff spent actively performing deliveries. SLG further avers that Plaintiff's characterization of hours "worked" improperly conflates time spent actively performing delivery services with discretionary time between deliveries during which Plaintiff was free to engage in personal activities, perform services for other platforms, or otherwise use his time as he saw fit. Under the FLSA, even assuming arguendo that an employment relationship existed (which SLG denies), only time during which a worker is "suffered or permitted to work" constitutes compensable work time, and time during which an independent contractor is free from any obligation to the engaging entity does not constitute compensable time.

34. SLG avers that, according to SLG's pay records maintained in the ordinary course of business, Plaintiff's average weekly gross compensation during calendar year 2023 was approximately $1,247.00, reflecting the per-delivery compensation structure set forth in the ICOA. This figure represents Plaintiff's gross earnings before deduction of Plaintiff's own business expenses, including vehicle costs, fuel, insurance, and other expenses borne by Plaintiff as an independent contractor.

35. SLG denies that Plaintiff was entitled to overtime compensation under the FLSA at any time during his engagement with SLG. Plaintiff was an independent contractor, not an employee, and the overtime provisions of the FLSA apply only to employees. The FLSA does not impose overtime obligations on entities that engage independent contractors, regardless of the number of hours the contractor chooses to devote to performing services.

36. SLG denies Plaintiff's calculation of an alleged effective hourly rate of $21.50 per hour and a corresponding overtime rate of $32.25 per hour (calculated at 1.5 times the alleged regular rate). These calculations are premised entirely on the legally incorrect assumption that Plaintiff was an employee of SLG subject to the FLSA's overtime provisions. Because Plaintiff was an independent contractor, the concepts of "regular rate" and "overtime rate" have no applicability to Plaintiff's compensation.

D. Response to Paragraphs Regarding Alleged Control

37. SLG denies Plaintiff's allegation that SLG "dictated" daily delivery routes to its drivers. As described above, RouteSync is a dispatch platform that presents available delivery opportunities and generates optimized route suggestions based on geographic efficiency algorithms. Drivers retain full discretion to accept or decline any delivery offered through RouteSync, and drivers who accept deliveries are free to determine the order in which they complete those deliveries, the specific routes they travel, and the manner and method by which they perform the deliveries. RouteSync's route optimization function is a tool available to drivers, not a mandatory directive. The distinction between providing coordination tools and exercising employer-level route control is well-recognized in the case law. See Saleem v. Corporate Transp. Grp., Ltd., 854 F.3d 131, 141 (2d Cir. 2017).

38. SLG admits that it requires drivers to wear branded uniforms, display identification badges, and affix vehicle placards bearing SLG's branding while performing deliveries. SLG avers, however, that these branding requirements are common, commercially necessary, and well-recognized features of independent contractor relationships in customer-facing logistics and delivery operations. SLG's clients—major retailers and e-commerce platforms—contractually require that deliveries be performed by personnel who are professionally presented and identifiable to consumers. These requirements serve customer-facing quality assurance purposes and do not constitute the type of control over the manner and means of performing work that is characteristic of an employment relationship.

39. SLG admits that it provides an initial safety and customer-service orientation program of approximately sixteen (16) hours for new drivers and quarterly refresher sessions of approximately four (4) hours. SLG denies that these training programs constitute the kind of ongoing, supervisory, skill-building training that is indicative of an employment relationship. The initial orientation addresses regulatory safety compliance (including DOT requirements and hazardous materials handling protocols), proper use of the RouteSync platform and scanning equipment, customer interaction standards required by SLG's commercial clients, and vehicle safety inspection procedures. The quarterly refreshers address updated safety protocols and client-specific delivery requirements. These training programs reflect compliance with applicable federal and state transportation safety regulations and the maintenance of baseline quality standards, not the exercise of employer-level control over the manner and means of performing work.

40. SLG denies Plaintiff's allegation that SLG "prohibited" subcontracting. The ICOA expressly permits drivers to subcontract their delivery obligations to qualified third parties, subject to prior written approval by SLG. The approval requirement exists to ensure that any subcontractor meets SLG's vehicle specifications, carries appropriate insurance coverage, and satisfies background check and safety requirements imposed by SLG's commercial clients and applicable regulations. SLG maintains records of subcontracting approvals granted to drivers, and upon information and belief, multiple drivers have utilized the subcontracting provisions of the ICOA during the relevant period.

41. SLG admits that it sets customer-facing delivery windows and monitors delivery timeliness through the RouteSync platform, including tracking on-time delivery rates. SLG avers that these practices are inherent in the logistics industry, where timely delivery is a core performance metric required by SLG's commercial clients and expected by end consumers. Monitoring delivery timeliness is a quality assurance measure, not an exercise of employer-level control. Independent contractors in the logistics industry are routinely subject to delivery windows and timeliness expectations, and such requirements do not transform the relationship into one of employment. See Razak v. Uber Techs., Inc., 951 F.3d 137, 145 (3d Cir. 2020).

42. SLG admits that it provides handheld scanners, access to the RouteSync software platform, and GPS telematics hardware to drivers for use during deliveries. SLG denies that the provision of these tools establishes an employment relationship. The scanners are necessary for tracking packages and obtaining customer delivery confirmations, RouteSync facilitates coordination between SLG's dispatch operations and its drivers, and the telematics hardware serves safety, insurance, and customer notification functions. The provision of coordination and tracking tools is commonplace in independent contractor arrangements in the logistics industry and does not constitute the provision of the "tools of the trade" in the traditional sense, as drivers supply the most significant tool—their own delivery vehicles—at their own expense.

43. SLG denies Plaintiff's allegation that drivers had "no ability to negotiate per-delivery rates." The ICOA establishes a transparent rate schedule that sets forth the per-delivery compensation for each delivery type, weight category, and distance tier. While individual per-delivery rates are set by the rate schedule rather than through ad hoc negotiation, the per-delivery compensation structure itself is characteristic of independent contractor arrangements. Moreover, drivers' total earnings are a direct function of their own entrepreneurial decisions—specifically, the volume of deliveries they choose to accept, the types of deliveries they select (with higher-paying white-glove and heavy-item deliveries available to drivers who choose to accept them), their efficiency in completing deliveries, and their management of vehicle and operating costs. The absence of individual rate negotiation does not, by itself, establish an employment relationship, particularly where the compensation structure otherwise reflects independent contractor characteristics.

E. Response to Paragraphs Regarding the Proposed Collective

44. SLG denies that approximately 1,200 drivers are "similarly situated" to Plaintiff for purposes of conditional certification of a collective action under 29 U.S.C. § 216(b). Plaintiff bears the burden of demonstrating that putative collective members are similarly situated, and SLG contends that Plaintiff cannot meet this burden.

45. SLG avers that its internal business records identify a total of 1,187 unique drivers who executed ICOAs during the period from April 30, 2022 to the present. However, SLG further avers that these 1,187 drivers operated under materially different circumstances that preclude collective treatment, including but not limited to:

(a) ICOA Version. Drivers operated under three distinct versions of the ICOA (v1.0, v2.0, and v3.0), each containing materially different contractual terms, including the presence or absence of arbitration clauses and collective action waivers;

(b) Distribution Hub. Drivers operated out of fourteen (14) different distribution hubs across four states (Texas, Oklahoma, Louisiana, and Arkansas), each with distinct operational practices, client relationships, delivery territories, and hub-specific management;

(c) Delivery Types. Drivers performed varying types of deliveries, including standard last-mile residential delivery, regional freight, and white-glove delivery services, each involving different skill sets, vehicle requirements, and compensation rates;

(d) Degree of Autonomy. Drivers exercised materially different levels of autonomy in their engagement with SLG, including differences in delivery acceptance patterns, scheduling flexibility, route selection, and the degree to which individual drivers utilized the discretion afforded them under the ICOA;

(e) Multi-Platform Engagement. A significant number of drivers simultaneously performed delivery and transportation services for other platforms and companies during the same period, reflecting the independent contractor nature of their relationship with SLG;

(f) Subcontracting Activity. Some drivers utilized the subcontracting provisions of the ICOA to engage third parties to perform deliveries on their behalf, while others did not; and

(g) Hours and Compensation. Drivers' working hours, delivery volumes, and total compensation varied widely based on each driver's individual decisions regarding the number and type of deliveries to accept.

46. SLG further avers that approximately 640 of the 1,187 drivers identified above signed ICOA v3.0 (the January 2023 revision), which contains a binding arbitration clause and a collective and class action waiver that is enforceable under the Federal Arbitration Act, 9 U.S.C. § 1 et seq., as interpreted by the Supreme Court in Granite Harbor Systems. v. Lewis, 584 U.S. 497 (2018). Accordingly, those approximately 640 drivers are contractually obligated to pursue any claims against SLG in individual arbitration and are precluded from participating in any collective action under 29 U.S.C. § 216(b). The inclusion of these drivers in the proposed collective is improper and would necessitate individualized proceedings to determine the enforceability of each driver's arbitration agreement.

F. Response to Paragraphs Regarding Damages

47. SLG denies that Plaintiff or any driver who performed services for SLG as an independent contractor is owed any unpaid overtime compensation, unpaid wages, or any other form of damages or relief.

48. SLG denies Plaintiff's damages calculation methodology in its entirety. Specifically, SLG denies the accuracy, reasonableness, and legal basis of:

(a) The alleged per-driver weekly unpaid overtime figure of $193.50;

(b) The alleged per-driver estimated damages figure of $31,153.50;

(d) The alleged doubled liquidated damages figure of $73,958,409.00.

49. SLG avers that Plaintiff's damages calculations are fundamentally flawed because they are premised on the incorrect legal assumption that Plaintiff and all putative collective members were employees of SLG rather than independent contractors. Additionally, Plaintiff's damages methodology improperly assumes uniform hours worked, uniform compensation structures, and uniform entitlement to overtime across all putative collective members, which does not reflect the reality of drivers' widely varying individual circumstances.

50. SLG further avers that, even if any liability were found (which SLG vigorously denies), liquidated damages under 29 U.S.C. § 216(b) would be inappropriate and should not be awarded. SLG acted in subjective good faith and with objectively reasonable grounds for believing that its classification of drivers as independent contractors complied with the FLSA. Among other things, SLG relied upon the professional legal advice and classification analysis of Pennfield & Daye LLP, a well-regarded employment law firm with specific expertise in worker classification issues, which conducted a thorough analysis of SLG's driver arrangements under the FLSA economic reality test and concluded that the independent contractor classification was legally appropriate. Under 29 U.S.C. § 260, the Court has discretion to reduce or eliminate liquidated damages where the employer demonstrates good faith and reasonable grounds for its belief that its conduct was lawful.

G. Response to Paragraphs Regarding Willfulness

51. SLG denies that any alleged violation of the FLSA, if established (which SLG denies), was "willful" within the meaning of 29 U.S.C. § 255(a). A willful violation requires that the employer either knew or showed reckless disregard for the matter of whether its conduct was prohibited by the FLSA. McLaughlin v. Richland Shoe Co., 486 U.S. 128, 133 (1988). SLG's conduct does not meet this standard.

52. SLG avers that it reasonably and in good faith relied on the professional legal advice and classification analysis of Pennfield & Daye LLP. Pennfield & Daye LLP analyzed SLG's driver relationships under the FLSA economic reality test, considering all relevant factors, and concluded that SLG's drivers were properly classified as independent contractors. SLG relied on this analysis in structuring its driver relationships and in drafting and revising the ICOA. This reliance on competent legal counsel is directly relevant to both the willfulness inquiry under 29 U.S.C. § 255(a) and the good faith defense under 29 U.S.C. § 260.

53. SLG avers that, because its conduct was not willful, the applicable statute of limitations for Plaintiff's FLSA claims is two years, not three years. Accordingly, any claims arising before April 30, 2023 (two years prior to the filing of the Complaint on April 30, 2025) are time-barred and must be dismissed.

H. General Denial

54. To the extent not specifically admitted in the foregoing paragraphs, SLG denies each and every allegation contained in the Complaint, whether express or implied.

55. SLG denies that Plaintiff or any putative collective member is entitled to any relief whatsoever, including but not limited to back pay, overtime compensation, liquidated damages, pre-judgment or post-judgment interest, attorneys' fees, costs, injunctive relief, declaratory relief, or any other form of relief sought in the Complaint or otherwise.

IV. AFFIRMATIVE DEFENSES

Preliminary Statement

Without assuming the burden of proof on any issue for which the burden properly rests with Plaintiff under applicable law, and without waiving or limiting the effect of its denials set forth above, SLG asserts the following Affirmative Defenses to Plaintiff's Complaint. SLG expressly reserves the right to assert additional affirmative defenses as they become known through the course of discovery, further investigation, motion practice, or otherwise, consistent with the Federal Rules of Civil Procedure.

FIRST AFFIRMATIVE DEFENSE: Independent Contractor Status Under the FLSA Economic Reality Test

56. Plaintiff's claims and the claims of all putative collective members are barred, in whole or in part, because Plaintiff and all putative collective members were bona fide independent contractors, not employees, under the FLSA economic reality test. The totality of the circumstances demonstrates that the economic reality of the relationship between SLG and its drivers is that of an independent contractor arrangement, not an employment relationship. Application of the six factors of the economic reality test confirms this conclusion:

(1) Degree of Control. SLG did not exercise the degree of control over its drivers that is characteristic of an employment relationship. Drivers retained discretion to choose which deliveries to accept, to determine the order and method of completing accepted deliveries, to select their own routes, and to use their own vehicles. Drivers were not required to work specific hours or days, and they were free to decline up to 15% of offered deliveries without consequence.

(2) Opportunity for Profit or Loss. Drivers had a genuine opportunity for profit or loss based on their own entrepreneurial initiative. Drivers' earnings were directly tied to the volume and type of deliveries they chose to accept, and drivers who worked efficiently—completing more deliveries in less time and managing their vehicle and fuel costs effectively—earned more than drivers who did not. Drivers' decisions about which deliveries to accept, how to sequence their routes, and how to manage their vehicle expenses directly affected their profitability.

(3) Investment by the Worker. Drivers made significant capital investments in their own vehicles, including the acquisition of cargo vans or box trucks meeting SLG's specifications (model year 2015 or newer). Drivers bore all costs associated with their vehicles, including purchase or lease payments, insurance premiums, fuel, maintenance, repairs, tires, and depreciation. These investments represent a substantial financial commitment by the drivers, distinguishing them from employees who typically have no comparable capital investment in the instrumentalities of their work.

(4) Permanency of the Relationship. The relationship between SLG and its drivers was not permanent. The ICOAs could be terminated by either party at any time, with or without cause, upon written notice. Many drivers worked for SLG on a part-time or intermittent basis, and a significant number of drivers simultaneously performed services for other delivery platforms, transportation companies, and logistics providers during the same period.

(5) Degree of Skill Required. The delivery services performed by drivers required general driving skill and the ability to operate a delivery vehicle safely, navigate to delivery addresses, and interact professionally with customers. SLG did not provide the kind of specialized, ongoing, skill-development training that is indicative of an employment relationship. The limited training provided by SLG addressed safety compliance and basic operational protocols, consistent with the training commonly provided to independent contractors in the logistics industry.

(6) Integral Part of the Business. While delivery services are integral to SLG's business, this factor alone is insufficient to establish an employment relationship, and its weight in the overall analysis is limited. See Parrish v. Premier Directional Drilling, L.P., 917 F.3d 369, 385 (5th Cir. 2019) (noting that the integral-part factor "has been met in virtually every case" and "is less helpful than the other factors" in distinguishing employees from independent contractors).

57. Considering the totality of the circumstances, the economic reality of the relationship between SLG and its drivers is that of an independent contractor arrangement, not an employment relationship, and Plaintiff's claims fail as a matter of law.

SECOND AFFIRMATIVE DEFENSE: Arbitration Clause and Collective Action Waiver (ICOA v3.0)

58. The claims of approximately 640 putative collective members who signed ICOA v3.0 (the January 2023 revision) are barred from proceeding in this collective action by reason of the binding arbitration clause and collective/class action waiver contained in ICOA v3.0. These contractual provisions are enforceable under the Federal Arbitration Act, 9 U.S.C. § 1 et seq.

59. The Supreme Court has held that arbitration agreements containing class and collective action waivers are enforceable under the FAA, even in the context of FLSA claims. Granite Harbor Systems. v. Lewis, 584 U.S. 497 (2018). The Court further held in Lamps Plus, Inc. v. Varela, 587 U.S. 357 (2019), that courts may not infer consent to class or collective arbitration from an ambiguous agreement. The arbitration clause and collective action waiver in ICOA v3.0 are clear, unambiguous, and voluntarily executed by each driver who signed that version of the agreement.

60. SLG expressly reserves the right to file a motion to compel individual arbitration of the claims of all putative collective members who signed ICOA v3.0 and to seek dismissal of those collective claims from this proceeding.

THIRD AFFIRMATIVE DEFENSE: Statute of Limitations

61. Plaintiff's FLSA claims are subject to the two-year statute of limitations set forth in 29 U.S.C. § 255(a). Because SLG's conduct was not willful, the three-year limitations period applicable to willful violations does not apply. Accordingly, any claims based on alleged FLSA violations occurring before April 30, 2023—two years prior to the filing of the Complaint on April 30, 2025—are time-barred and must be dismissed.

62. To the extent any putative collective member seeks to assert claims based on alleged violations occurring before April 30, 2023, such claims are likewise time-barred under the two-year limitations period.

FOURTH AFFIRMATIVE DEFENSE: Good Faith and Reasonable Grounds (29 U.S.C. § 260)

63. Even if any liability were established under the FLSA (which SLG denies), SLG is entitled to a reduction or elimination of liquidated damages pursuant to 29 U.S.C. § 260 because SLG acted in subjective good faith and with objectively reasonable grounds for believing that its classification of drivers as independent contractors did not violate the FLSA.

64. In support of this defense, SLG specifically avers that it retained and relied upon the professional legal advice and worker classification analysis of Pennfield & Daye LLP, a well-regarded employment and labor law firm. Pennfield & Daye LLP conducted a thorough and comprehensive review of SLG's driver arrangements, analyzed the independent contractor classification under the multi-factor FLSA economic reality test, and concluded that SLG's classification of its drivers as independent contractors was legally appropriate and compliant with the FLSA. Based on this legal analysis, Pennfield & Daye LLP drafted the original ICOA template in 2018 and supervised subsequent revisions in 2020 (v2.0) and 2023 (v3.0).

65. SLG's reliance on competent legal counsel's classification analysis constitutes the kind of "reasonable grounds" and "good faith" contemplated by 29 U.S.C. § 260, and the Court should exercise its discretion to deny or reduce any award of liquidated damages accordingly.

FIFTH AFFIRMATIVE DEFENSE: Failure to State a Claim

66. Plaintiff's Complaint fails to state a claim upon which relief can be granted under the FLSA, 29 U.S.C. § 201 et seq., or the Texas Payday Law, Tex. Lab. Code § 61.001 et seq., because the factual allegations in the Complaint, even if accepted as true, do not establish that Plaintiff was an "employee" of SLG within the meaning of either statute. SLG reserves the right to raise this defense by motion at the appropriate time.

SIXTH AFFIRMATIVE DEFENSE: Failure to Satisfy Conditional Certification Requirements (29 U.S.C. § 216(b))

67. Plaintiff has failed to demonstrate, and cannot demonstrate, that the putative collective members are "similarly situated" as required by 29 U.S.C. § 216(b) for this action to proceed as a collective action. The FLSA requires that collective action members be "similarly situated" to the named plaintiff, and courts in the Fifth Circuit apply a rigorous analysis to determine whether this standard is met.

68. Material differences exist among the putative collective members that defeat any showing that they are similarly situated, including but not limited to:

(a) Differences in the version of the ICOA executed by each driver (v1.0, v2.0, or v3.0), which contain materially different contractual terms;

(b) Differences in hub-specific operations across SLG's fourteen (14) distribution hubs in four states, including differences in client mix, delivery territories, delivery volume, and hub-level management practices;

(c) Differences in the types of delivery services performed (standard last-mile, regional freight, and white-glove delivery), which involve different skill sets, vehicle requirements, and compensation structures;

(d) Differences in the degree of autonomy actually exercised by individual drivers, including delivery acceptance patterns, scheduling decisions, and route selection;

(e) Differences in individual drivers' multi-platform engagement—i.e., the extent to which individual drivers simultaneously performed services for other companies and platforms during the relevant period;

(f) Differences in individual drivers' utilization of subcontracting provisions under the ICOA; and

(g) Differences in individual drivers' hours, delivery volumes, compensation, and overall engagement levels.

69. These material differences preclude a finding that the putative collective members are similarly situated, and Plaintiff's request for conditional certification should be denied.

SEVENTH AFFIRMATIVE DEFENSE: Overbreadth of Proposed Collective

70. The proposed collective definition set forth in the Complaint is overbroad and unmanageable because it encompasses all drivers who performed delivery services for SLG at any of its fourteen (14) distribution hubs across Texas, Oklahoma, Louisiana, and Arkansas, during the relevant period, without regard to the version of the ICOA executed, the type of delivery services performed, the degree of autonomy exercised, or any other material distinguishing factor.

71. The proposed collective improperly seeks to aggregate the claims of drivers who operated under three different versions of the ICOA, performed materially different types of delivery services, worked at distribution hubs with distinct operational practices and management structures, and exercised varying levels of autonomy in their engagement with SLG. The resulting collective would be unmanageable and would require individualized determinations that are incompatible with the efficiencies intended by the FLSA collective action mechanism.

EIGHTH AFFIRMATIVE DEFENSE: Lack of Willfulness

72. SLG's classification of its drivers as independent contractors was not willful within the meaning of the FLSA, 29 U.S.C. § 255(a). SLG did not know and did not show reckless disregard for whether its classification practices violated the FLSA. See McLaughlin v. Richland Shoe Co., 486 U.S. 128, 133 (1988).

73. SLG acted in reasonable reliance on the advice and classification analysis of competent legal counsel, specifically Pennfield & Daye LLP, and had no reason to believe that its classification practices violated the FLSA. SLG's reliance on competent legal counsel negates any finding of willfulness. Accordingly, the applicable statute of limitations is two years, not three years, and claims arising before April 30, 2023 are time-barred.

NINTH AFFIRMATIVE DEFENSE: Offset and Mitigation

74. Any damages to which Plaintiff or any putative collective member might be entitled (which SLG denies) must be offset by the full value of all benefits and compensation received from SLG during the relevant period, including but not limited to:

(a) All per-delivery payments received by the driver;

(b) The economic value of the flexibility and autonomy inherent in the independent contractor relationship, including the ability to set one's own schedule, accept or decline deliveries, and simultaneously perform services for other platforms and companies;

(c) The absence of payroll tax withholdings (FICA, federal and state income tax) that would have reduced the driver's take-home compensation had the driver been classified as an employee;

(d) The absence of deductions for employer-sponsored benefits, including health insurance, retirement contributions, and other employment-related benefits that would typically reduce an employee's net pay; and

(e) Any other value received by the driver as a result of the independent contractor arrangement.

TENTH AFFIRMATIVE DEFENSE: De Minimis Doctrine

75. To the extent that any individual claims involve small, irregular, or negligible amounts of allegedly unpaid overtime, such claims are barred by the de minimis doctrine. Under this doctrine, employers are not required to compensate workers for otherwise compensable time if the amount of time is so minimal that it cannot, as a practical matter, be precisely recorded. Anderson v. Mt. Clemens Pottery Co., 328 U.S. 680, 692 (1946); Integrity Staffing Solutions, Inc. v. Busk, 574 U.S. 27, 32 (2014).

76. SLG avers that, to the extent any individual driver's alleged unpaid overtime, if any, amounts to a trivial or de minimis quantity, such claims are not actionable under the FLSA.

ELEVENTH AFFIRMATIVE DEFENSE: Failure to Mitigate

77. Plaintiff's claims and the claims of any putative collective member are barred, in whole or in part, by the failure to mitigate damages. Plaintiff and the putative collective members failed to take reasonable steps to mitigate any alleged damages, including but not limited to:

(a) Failing to pursue available alternative work arrangements with other delivery platforms, logistics companies, or other employers;

(b) Failing to exercise their contractual right under the ICOA to decline individual deliveries or adjust their delivery schedules to manage their workload;

(d) Failing to raise any concerns regarding their classification or compensation with SLG during the course of their engagement, despite having the opportunity to do so.

TWELFTH AFFIRMATIVE DEFENSE: Waiver, Estoppel, and Laches

78. Plaintiff's claims are barred, in whole or in part, by the equitable doctrines of waiver, estoppel, and/or laches. Plaintiff knowingly and voluntarily accepted independent contractor status by executing the ICOA, performed services under the ICOA for approximately three and one-half years without objection to the classification or compensation structure, received and accepted per-delivery compensation consistent with the terms of the ICOA, and delayed in asserting any claim of misclassification until after termination of the contractual relationship. Plaintiff's knowing acceptance of the terms of the ICOA, his extended acquiescence in the independent contractor arrangement, and his delay in asserting claims give rise to waiver, estoppel, and/or laches that bar or limit his recovery.

THIRTEENTH AFFIRMATIVE DEFENSE: Preemption by the Federal Arbitration Act

79. To the extent applicable, Plaintiff's collective claims and the individual claims of all putative collective members who signed ICOA v3.0 are preempted by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. The FAA mandates the enforcement of written arbitration agreements according to their terms, and the arbitration clauses and collective action waivers contained in ICOA v3.0 must be enforced. Any attempt to include ICOA v3.0 signatories in a collective action brought in this Court is inconsistent with the FAA's strong federal policy favoring arbitration and the enforcement of arbitration agreements as written. Camberwell Enterprises Mobility LLC v. Concepcion, 563 U.S. 333, 339 (2011).

FOURTEENTH AFFIRMATIVE DEFENSE: Reservation of Additional Defenses

80. SLG expressly reserves the right to amend this Answer to assert additional affirmative defenses as they become known through the course of discovery, further investigation, motion practice, or otherwise. Without limitation, SLG specifically reserves the right to assert:

(a) Defenses arising from the FAA transportation worker exemption analysis under 9 U.S.C. § 1, to the extent applicable to the enforceability of the arbitration agreements;

(b) Any applicable exemptions under the FLSA, including but not limited to the motor carrier exemption under 29 U.S.C. § 213(b)(1) and the Department of Transportation's jurisdiction over motor carriers;

(c) Any additional state-law defenses arising under the laws of Texas, Oklahoma, Louisiana, or Arkansas, as applicable to individual putative collective members; and

(d) Any other defenses that may become apparent as additional facts are developed through discovery.

V. PRAYER FOR RELIEF

WHEREFORE, Defendant Stonefield Logistics Group Inc. respectfully requests that this Court enter judgment in its favor and against Plaintiff Marcus Delano, individually and on behalf of all putative collective members, and grant the following relief:

1. Dismiss Plaintiff's Complaint with prejudice in its entirety and deny all relief sought therein;

2. Deny Plaintiff's anticipated Motion for Conditional Certification of a collective action under 29 U.S.C. § 216(b);

3. Compel individual arbitration of all claims brought by or on behalf of drivers who signed ICOA v3.0, and dismiss those collective claims from this proceeding with prejudice;

4. Enter judgment in favor of SLG and against Plaintiff on all claims asserted in the Complaint;

5. Award SLG its reasonable costs and expenses incurred in defending this action, including attorneys' fees to the extent authorized by applicable law;

6. Find that SLG acted in good faith and with reasonable grounds under 29 U.S.C. § 260 and deny any award of liquidated damages; and

7. Grant such other and further relief as this Court deems just, equitable, and proper.

VI. JURY DEMAND

Defendant Stonefield Logistics Group Inc. hereby demands a trial by jury on all issues so triable pursuant to the Seventh Amendment to the United States Constitution and Rule 38 of the Federal Rules of Civil Procedure.

Respectfully submitted,

CALDERWOOD & HARKNESS LLP

By: ________

Bernard Crawford Texas Bar No. 24031876 Responsible Partner, Labor & Employment Litigation

Renata Vasquez Texas Bar No. 24058493 Billing Partner, Labor & Employment

James Underwood Texas Bar No. 24097214 Lead Associate

Devon Archer Texas Bar No. 24112685 Associate

2200 Ross Avenue, Suite 3600 Dallas, Texas 75201 Telephone: (214) 855-7200 Facsimile: (214) 855-7201

Email: bcrawford@calderwoodharkness.com

Email: rvasquez@calderwoodharkness.com

Email: junderwood@calderwoodharkness.com

Email: darcher@calderwoodharkness.com

Attorneys for Defendant Stonefield Logistics Group Inc.

CERTIFICATE OF SERVICE

I, Bernard Crawford, hereby certify that on June 2, 2025, a true and correct copy of the foregoing Defendant Stonefield Logistics Group Inc.'s Answer and Affirmative Defenses to Plaintiff's Complaint was served on all counsel of record via the Court's CM/ECF electronic filing system, which will send notification of such filing to all attorneys of record, including:

Claudia Hartwell HARTWELL & BRASHEAR PLLC 500 N. Akard Street, Suite 1750 Dallas, Texas 75201 Telephone: (214) 742-9300

Email: chartwell@hartwellbrashear.com

Counsel for Plaintiff Marcus Delano

________________________________________

Bernard Crawford Texas Bar No. 24031876 CALDERWOOD & HARKNESS LLP

MARCUS DELANO, individually and on behalf of all others similarly situated,

Plaintiff,

STONEFIELD LOGISTICS GROUP INC.,

Defendant.

IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION
DEFENDANT STONEFIELD LOGISTICS GROUP INC.'S ANSWER AND AFFIRMATIVE DEFENSES TO PLAINTIFF'S COMPLAINT
Defendant Stonefield Logistics Group Inc. ("Stonefield," "SLG," or "Defendant"), a corporation duly organized and existing under the laws of the State of Delaware with its principal place of business in Irving, Texas, by and through its undersigned counsel, Calderwood & Harkness LLP, hereby respectfully files this Answer and Affirmative Defenses in response to the Complaint filed by Plaintiff Marcus Delano ("Plaintiff" or "Delano") on April 30, 2025 (Dkt. No. 1) (the "Complaint"). In support thereof, Defendant states as follows:
SLG denies all material allegations of wrongdoing contained in the Complaint, including but not limited to allegations that Plaintiff or any putative collective member was at any relevant time an "employee" of SLG within the meaning of the Fair Labor Standards Act, 29 U.S.C. § 201 et seq. (the "FLSA"), or the Texas Payday Law, Tex. Lab. Code § 61.001 et seq. SLG further denies that Plaintiff is entitled to any relief whatsoever, whether in the form of back pay, overtime compensation, liquidated damages, attorneys' fees, costs, or any other remedy sought in the Complaint.
SLG asserts the Affirmative Defenses set forth below, without assuming the burden of proof on any issue for which such burden properly rests with Plaintiff under applicable law.
SLG expressly reserves all rights to amend, supplement, or modify this Answer and its Affirmative Defenses as discovery progresses and as further investigation may warrant, consistent with the Federal Rules of Civil Procedure and applicable Local Rules of this Court.
Unless specifically admitted herein, each and every allegation in the Complaint is denied. Any allegation in the Complaint not specifically addressed in this Answer is denied. To the extent the Complaint contains characterizations of legal standards, conclusions of law, or mixed questions of law and fact, no response is required, and SLG denies any such characterization to the extent it is inaccurate or incomplete.
I. PARTIES
Response to Paragraph 1 (Plaintiff Marcus Delano)
1. SLG admits that Marcus Delano is a natural person who, upon information and belief, resides at 3417 Calmont Avenue, Fort Worth, Texas 76107.
2. SLG admits that Delano performed delivery services for SLG from approximately March 2021 through September 2024 pursuant to a written Independent Contractor Operating Agreement ("ICOA") executed by Delano and SLG. SLG further admits that Delano operated out of SLG's Fort Worth distribution hub, designated internally as "HUB-01," located at 1015 Railhead Parkway, Fort Worth, Texas 76106.
3. SLG denies that Delano was at any time during the relevant period an "employee" of SLG within the meaning of the FLSA, the Texas Payday Law, or any other federal or state employment statute. Delano was at all relevant times an independent contractor, as expressly and unambiguously stated in the ICOA executed by both parties, which reflects the parties' mutual intent and the economic reality of their relationship.
4. SLG denies that Delano is "similarly situated" to other drivers who performed delivery services for SLG at distribution hubs other than HUB-01, or to drivers who performed services under different versions of the ICOA, or to drivers whose individual circumstances—including delivery types, geographic territories, capital investment, scheduling patterns, multi-platform engagement, and subcontracting activity—differ materially from those of Plaintiff. The allegation that Delano is a suitable representative of a putative collective is a conclusion of law to which no response is required, but to the extent a response is deemed necessary, it is denied.
Response to Paragraph 2 (Defendant Stonefield Logistics Group Inc.)
5. SLG admits that it is a corporation duly incorporated under the laws of the State of Delaware, bearing Delaware Charter Number 6247183, with its principal place of business located at 4200 Commerce Gateway Boulevard, Suite 800, Irving, Texas 75039.
6. SLG admits that it is registered to do business in the State of Texas under Texas Secretary of State Filing Number 0803127465, and that it maintains distribution hub operations in the states of Texas, Oklahoma, Louisiana, and Arkansas.
7. SLG admits that it specializes in last-mile delivery, regional freight consolidation, and white-glove delivery services for retail and e-commerce clients.
8. SLG denies any characterization of itself as Plaintiff's "employer" within the meaning of the FLSA, the Texas Payday Law, or any other applicable statute. SLG's relationship with Plaintiff was at all relevant times that of a principal and an independent contractor, governed by the terms of the ICOA.
II. JURISDICTION AND VENUE
Response to Paragraph 3 (Subject Matter Jurisdiction)
9. SLG admits that this Court has subject matter jurisdiction pursuant to 28 U.S.C. § 1331 to the extent that Plaintiff purports to assert claims arising under the FLSA, 29 U.S.C. § 201 et seq. This admission is limited to the existence of federal question jurisdiction and does not constitute an admission as to the merits of Plaintiff's claims or as to the propriety of this action proceeding as a collective action under 29 U.S.C. § 216(b).
10. SLG expressly reserves all defenses, objections, and arguments with respect to the propriety of this action proceeding as a collective action under 29 U.S.C. § 216(b), including but not limited to the right to oppose conditional certification, to move for decertification at the conclusion of discovery, and to challenge the inclusion of any putative collective member who is bound by an arbitration agreement and collective action waiver.
Response to Paragraph 4 (Personal Jurisdiction)
11. SLG admits that this Court may exercise personal jurisdiction over SLG. SLG is a Delaware corporation with its principal place of business in Irving, Texas, within the Northern District of Texas, and maintains distribution hub operations throughout the State of Texas. This admission does not constitute a waiver of any defense or objection not specifically raised herein.
Response to Paragraph 5 (Venue)
12. SLG admits that venue is proper in the Northern District of Texas, Dallas Division, pursuant to 28 U.S.C. § 1391(b), insofar as SLG's principal place of business is located within this District and a substantial part of the events giving rise to Plaintiff's claims allegedly occurred within this District.
III. FACTUAL ALLEGATIONS
A. Response to Paragraphs Regarding SLG's Business Operations
13. SLG admits that it was founded in 2011 and that it currently operates fourteen (14) distribution hubs across the states of Texas, Oklahoma, Louisiana, and Arkansas.
14. SLG admits that, as of the date of the Complaint, it engages approximately 1,450 drivers under Independent Contractor Operating Agreements to perform delivery services throughout its service network.
15. SLG admits that its reported revenue for fiscal year 2024 was approximately $312.7 million.
16. SLG admits that Ridgepoint Capital Partners Fund III, LP ("Ridgepoint") acquired a controlling equity interest in SLG in or about July 2019. SLG further states that the terms and structure of Ridgepoint's investment are not relevant to the issues in this case and do not bear on the question of whether any individual driver was properly classified as an independent contractor.
17. SLG denies any allegation or inference that its corporate structure, private equity ownership, financial condition, revenue, or profitability is relevant to Plaintiff's individual or collective claims regarding worker classification. The FLSA economic reality test focuses on the nature of the working relationship between the putative employer and the putative employee, not on the financial success or corporate capitalization of the engaging entity.
B. Response to Paragraphs Regarding the Independent Contractor Operating Agreement
18. SLG admits that it utilizes Independent Contractor Operating Agreements to govern its relationships with independent contractor drivers who perform delivery services through SLG's distribution hub network.
19. SLG admits that the original ICOA template was drafted in 2018 by Pennfield & Daye LLP, an employment and labor law firm located at 801 Cherry Street, Suite 1400, Fort Worth, Texas 76102. SLG further admits that the ICOA template was revised in August 2020 (designated as version 2.0, or "ICOA v2.0") and again in January 2023 (designated as version 3.0, or "ICOA v3.0"). Each revision was undertaken with the advice and assistance of Pennfield & Daye LLP and reflected updates to applicable law, industry best practices, and operational refinements.
20. SLG admits that the ICOAs, in all versions, expressly classify the drivers as independent contractors, not employees. This classification reflects the genuine economic reality of the relationship between SLG and its drivers, as further described herein and as will be demonstrated through discovery.
21. SLG admits that drivers are compensated on a per-delivery basis, with delivery rates ranging from $14.50 to $38.00 per delivery. The specific rate applicable to any given delivery is determined by a transparent rate schedule incorporated into the ICOA and is based on objective factors including package weight, delivery distance from the distribution hub, and delivery type (standard delivery versus white-glove delivery services). This per-delivery compensation structure is a hallmark of an independent contractor relationship, as it ties compensation to the completion of specific tasks rather than to hours worked.
22. SLG admits that the ICOA requires drivers to use Stonefield-branded uniforms, identification badges, and vehicle placards while performing deliveries on behalf of SLG's clients. SLG avers that these branding requirements are common and commercially necessary in customer-facing independent contractor relationships across the logistics industry, where brand consistency is essential to maintaining client contracts and consumer confidence. Such requirements do not, standing alone or in combination with other factors, transform an independent contractor relationship into one of employment. See, e.g., Keller v. Miri microsystems LLC, 781 F.3d 799, 807 (6th Cir. 2015).
23. SLG admits that it utilizes a proprietary dispatch and logistics platform known as "RouteSync" to facilitate the assignment and tracking of available deliveries. SLG avers that RouteSync is a coordination and optimization tool that presents available delivery opportunities to drivers, who retain full discretion to accept or decline any individual delivery offered through the platform. RouteSync also provides optimized route suggestions based on geographic efficiency algorithms, but drivers are not required to follow these suggestions and may determine the sequence and method of completing their accepted deliveries at their own discretion.
24. SLG admits that the ICOA references delivery windows of 7:00 AM to 8:00 PM, Monday through Saturday. SLG denies, however, that these delivery windows constitute mandatory work schedules imposed upon drivers. These windows reflect the hours during which SLG's clients require deliveries to be completed to satisfy consumer expectations. Drivers retain discretion as to which delivery windows to accept work during, which specific deliveries to accept, and how to organize and sequence their work within accepted delivery windows. Drivers are not required to work during all available windows, nor are they required to work on any specific day.
25. SLG admits that it provides a GPS telematics device for installation in drivers' vehicles for tracking and monitoring purposes during active deliveries. SLG denies that the provision and use of GPS telematics constitutes the degree of employer-level control characteristic of an employment relationship. The telematics serve legitimate and commercially necessary purposes, including ensuring driver safety, facilitating real-time customer delivery notifications, supporting compliance with federal and state transportation safety regulations, and satisfying the requirements of SLG's commercial auto insurance policies. The use of GPS tracking technology is ubiquitous in the logistics industry and is routinely employed in relationships with independent contractors.
26. SLG admits that the ICOA references a minimum delivery acceptance rate of eighty-five percent (85%) calculated over a rolling thirty-day period. SLG avers that this threshold is a commercially reasonable performance metric that is standard in independent contractor relationships in the logistics and delivery industry. The 85% acceptance rate threshold is designed to ensure reliability and service quality for SLG's commercial clients, while still permitting drivers to decline up to 15% of offered deliveries without consequence. Drivers retain the unconditional right to decline individual deliveries for any reason, and the 85% threshold reflects the reasonable expectation that a contractor who has entered into an ongoing service arrangement will perform the services contemplated by the agreement.
27. SLG admits that drivers may, and frequently do, use their own personal vehicles to perform delivery services, provided that such vehicles meet SLG's published vehicle specifications. These specifications require that the vehicle be a cargo van or box truck of model year 2015 or newer that has passed an SLG safety inspection conducted at the beginning of the contractual relationship and periodically thereafter. SLG avers that drivers' ownership of and investment in their own delivery vehicles represents a significant capital investment by the drivers, which is a critical factor weighing in favor of independent contractor status under the FLSA economic reality test. Drivers bear all expenses associated with their vehicles, including acquisition costs, financing, insurance premiums, fuel, maintenance, repairs, and depreciation.
28. SLG admits that the ICOA contains a non-compete provision restricting drivers from performing competing delivery services for a period of twelve (12) months following termination of the ICOA within a radius of fifty (50) miles from the driver's assigned distribution hub. SLG avers that non-compete provisions are permissible in independent contractor agreements and are commonly utilized in the logistics industry to protect legitimate business interests, including client relationships, proprietary operational methods, and confidential business information.
29. SLG admits that the January 2023 revision of the ICOA (ICOA v3.0) added a binding arbitration clause and a class and collective action waiver, both of which are enforceable under the Federal Arbitration Act, 9 U.S.C. § 1 et seq. The arbitration clause requires that any dispute arising out of or relating to the ICOA or the parties' relationship be resolved through binding individual arbitration administered by the American Arbitration Association ("AAA") in accordance with the AAA's Commercial Arbitration Rules, and the collective action waiver provides that the driver waives any right to participate as a member of a class or collective in any litigation or arbitration proceeding.
30. SLG denies any allegation or characterization that the terms and conditions of the ICOA, whether considered individually or in their totality, establish an employment relationship between SLG and its drivers. The ICOA was specifically designed—based on the advice of experienced employment counsel—to reflect and preserve the independent contractor nature of the relationship, and the actual working relationship between SLG and its drivers is consistent with the terms of the ICOA.
C. Response to Paragraphs Regarding Plaintiff's Work and Compensation
31. SLG admits that Plaintiff Delano signed the original 2018 version of the ICOA (ICOA v1.0) in or about March 2021, and that ICOA v1.0 did not contain an arbitration clause or collective action waiver. Accordingly, SLG does not assert the arbitration clause or collective action waiver as a defense against Plaintiff Delano individually, though it does assert such defenses with respect to putative collective members who signed ICOA v3.0.
32. SLG admits that Plaintiff performed last-mile residential delivery services out of SLG's Fort Worth distribution hub (HUB-01) from approximately March 2021 through September 2024.
33. SLG denies Plaintiff's allegation that he "regularly worked 55–65 hours per week" during his engagement with SLG. SLG's business records, including RouteSync activity logs, delivery completion data, and telematics records, require further analysis and review to determine the actual time Plaintiff spent actively performing deliveries. SLG further avers that Plaintiff's characterization of hours "worked" improperly conflates time spent actively performing delivery services with discretionary time between deliveries during which Plaintiff was free to engage in personal activities, perform services for other platforms, or otherwise use his time as he saw fit. Under the FLSA, even assuming arguendo that an employment relationship existed (which SLG denies), only time during which a worker is "suffered or permitted to work" constitutes compensable work time, and time during which an independent contractor is free from any obligation to the engaging entity does not constitute compensable time.
34. SLG avers that, according to SLG's pay records maintained in the ordinary course of business, Plaintiff's average weekly gross compensation during calendar year 2023 was approximately $1,247.00, reflecting the per-delivery compensation structure set forth in the ICOA. This figure represents Plaintiff's gross earnings before deduction of Plaintiff's own business expenses, including vehicle costs, fuel, insurance, and other expenses borne by Plaintiff as an independent contractor.
35. SLG denies that Plaintiff was entitled to overtime compensation under the FLSA at any time during his engagement with SLG. Plaintiff was an independent contractor, not an employee, and the overtime provisions of the FLSA apply only to employees. The FLSA does not impose overtime obligations on entities that engage independent contractors, regardless of the number of hours the contractor chooses to devote to performing services.
36. SLG denies Plaintiff's calculation of an alleged effective hourly rate of $21.50 per hour and a corresponding overtime rate of $32.25 per hour (calculated at 1.5 times the alleged regular rate). These calculations are premised entirely on the legally incorrect assumption that Plaintiff was an employee of SLG subject to the FLSA's overtime provisions. Because Plaintiff was an independent contractor, the concepts of "regular rate" and "overtime rate" have no applicability to Plaintiff's compensation.
D. Response to Paragraphs Regarding Alleged Control
37. SLG denies Plaintiff's allegation that SLG "dictated" daily delivery routes to its drivers. As described above, RouteSync is a dispatch platform that presents available delivery opportunities and generates optimized route suggestions based on geographic efficiency algorithms. Drivers retain full discretion to accept or decline any delivery offered through RouteSync, and drivers who accept deliveries are free to determine the order in which they complete those deliveries, the specific routes they travel, and the manner and method by which they perform the deliveries. RouteSync's route optimization function is a tool available to drivers, not a mandatory directive. The distinction between providing coordination tools and exercising employer-level route control is well-recognized in the case law. See Saleem v. Corporate Transp. Grp., Ltd., 854 F.3d 131, 141 (2d Cir. 2017).
38. SLG admits that it requires drivers to wear branded uniforms, display identification badges, and affix vehicle placards bearing SLG's branding while performing deliveries. SLG avers, however, that these branding requirements are common, commercially necessary, and well-recognized features of independent contractor relationships in customer-facing logistics and delivery operations. SLG's clients—major retailers and e-commerce platforms—contractually require that deliveries be performed by personnel who are professionally presented and identifiable to consumers. These requirements serve customer-facing quality assurance purposes and do not constitute the type of control over the manner and means of performing work that is characteristic of an employment relationship.
39. SLG admits that it provides an initial safety and customer-service orientation program of approximately sixteen (16) hours for new drivers and quarterly refresher sessions of approximately four (4) hours. SLG denies that these training programs constitute the kind of ongoing, supervisory, skill-building training that is indicative of an employment relationship. The initial orientation addresses regulatory safety compliance (including DOT requirements and hazardous materials handling protocols), proper use of the RouteSync platform and scanning equipment, customer interaction standards required by SLG's commercial clients, and vehicle safety inspection procedures. The quarterly refreshers address updated safety protocols and client-specific delivery requirements. These training programs reflect compliance with applicable federal and state transportation safety regulations and the maintenance of baseline quality standards, not the exercise of employer-level control over the manner and means of performing work.
40. SLG denies Plaintiff's allegation that SLG "prohibited" subcontracting. The ICOA expressly permits drivers to subcontract their delivery obligations to qualified third parties, subject to prior written approval by SLG. The approval requirement exists to ensure that any subcontractor meets SLG's vehicle specifications, carries appropriate insurance coverage, and satisfies background check and safety requirements imposed by SLG's commercial clients and applicable regulations. SLG maintains records of subcontracting approvals granted to drivers, and upon information and belief, multiple drivers have utilized the subcontracting provisions of the ICOA during the relevant period.
41. SLG admits that it sets customer-facing delivery windows and monitors delivery timeliness through the RouteSync platform, including tracking on-time delivery rates. SLG avers that these practices are inherent in the logistics industry, where timely delivery is a core performance metric required by SLG's commercial clients and expected by end consumers. Monitoring delivery timeliness is a quality assurance measure, not an exercise of employer-level control. Independent contractors in the logistics industry are routinely subject to delivery windows and timeliness expectations, and such requirements do not transform the relationship into one of employment. See Razak v. Uber Techs., Inc., 951 F.3d 137, 145 (3d Cir. 2020).
42. SLG admits that it provides handheld scanners, access to the RouteSync software platform, and GPS telematics hardware to drivers for use during deliveries. SLG denies that the provision of these tools establishes an employment relationship. The scanners are necessary for tracking packages and obtaining customer delivery confirmations, RouteSync facilitates coordination between SLG's dispatch operations and its drivers, and the telematics hardware serves safety, insurance, and customer notification functions. The provision of coordination and tracking tools is commonplace in independent contractor arrangements in the logistics industry and does not constitute the provision of the "tools of the trade" in the traditional sense, as drivers supply the most significant tool—their own delivery vehicles—at their own expense.
43. SLG denies Plaintiff's allegation that drivers had "no ability to negotiate per-delivery rates." The ICOA establishes a transparent rate schedule that sets forth the per-delivery compensation for each delivery type, weight category, and distance tier. While individual per-delivery rates are set by the rate schedule rather than through ad hoc negotiation, the per-delivery compensation structure itself is characteristic of independent contractor arrangements. Moreover, drivers' total earnings are a direct function of their own entrepreneurial decisions—specifically, the volume of deliveries they choose to accept, the types of deliveries they select (with higher-paying white-glove and heavy-item deliveries available to drivers who choose to accept them), their efficiency in completing deliveries, and their management of vehicle and operating costs. The absence of individual rate negotiation does not, by itself, establish an employment relationship, particularly where the compensation structure otherwise reflects independent contractor characteristics.
E. Response to Paragraphs Regarding the Proposed Collective
44. SLG denies that approximately 1,200 drivers are "similarly situated" to Plaintiff for purposes of conditional certification of a collective action under 29 U.S.C. § 216(b). Plaintiff bears the burden of demonstrating that putative collective members are similarly situated, and SLG contends that Plaintiff cannot meet this burden.
45. SLG avers that its internal business records identify a total of 1,187 unique drivers who executed ICOAs during the period from April 30, 2022 to the present. However, SLG further avers that these 1,187 drivers operated under materially different circumstances that preclude collective treatment, including but not limited to:
(a) ICOA Version. Drivers operated under three distinct versions of the ICOA (v1.0, v2.0, and v3.0), each containing materially different contractual terms, including the presence or absence of arbitration clauses and collective action waivers;
(b) Distribution Hub. Drivers operated out of fourteen (14) different distribution hubs across four states (Texas, Oklahoma, Louisiana, and Arkansas), each with distinct operational practices, client relationships, delivery territories, and hub-specific management;
(c) Delivery Types. Drivers performed varying types of deliveries, including standard last-mile residential delivery, regional freight, and white-glove delivery services, each involving different skill sets, vehicle requirements, and compensation rates;
(d) Degree of Autonomy. Drivers exercised materially different levels of autonomy in their engagement with SLG, including differences in delivery acceptance patterns, scheduling flexibility, route selection, and the degree to which individual drivers utilized the discretion afforded them under the ICOA;
(e) Multi-Platform Engagement. A significant number of drivers simultaneously performed delivery and transportation services for other platforms and companies during the same period, reflecting the independent contractor nature of their relationship with SLG;
(f) Subcontracting Activity. Some drivers utilized the subcontracting provisions of the ICOA to engage third parties to perform deliveries on their behalf, while others did not; and
(g) Hours and Compensation. Drivers' working hours, delivery volumes, and total compensation varied widely based on each driver's individual decisions regarding the number and type of deliveries to accept.
46. SLG further avers that approximately 640 of the 1,187 drivers identified above signed ICOA v3.0 (the January 2023 revision), which contains a binding arbitration clause and a collective and class action waiver that is enforceable under the Federal Arbitration Act, 9 U.S.C. § 1 et seq., as interpreted by the Supreme Court in Granite Harbor Systems. v. Lewis, 584 U.S. 497 (2018). Accordingly, those approximately 640 drivers are contractually obligated to pursue any claims against SLG in individual arbitration and are precluded from participating in any collective action under 29 U.S.C. § 216(b). The inclusion of these drivers in the proposed collective is improper and would necessitate individualized proceedings to determine the enforceability of each driver's arbitration agreement.
F. Response to Paragraphs Regarding Damages
47. SLG denies that Plaintiff or any driver who performed services for SLG as an independent contractor is owed any unpaid overtime compensation, unpaid wages, or any other form of damages or relief.
48. SLG denies Plaintiff's damages calculation methodology in its entirety. Specifically, SLG denies the accuracy, reasonableness, and legal basis of:
(a) The alleged per-driver weekly unpaid overtime figure of $193.50;
(b) The alleged per-driver estimated damages figure of $31,153.50;
(c) The alleged collective-wide damages figure of $36,979,204.50; and
(d) The alleged doubled liquidated damages figure of $73,958,409.00.
49. SLG avers that Plaintiff's damages calculations are fundamentally flawed because they are premised on the incorrect legal assumption that Plaintiff and all putative collective members were employees of SLG rather than independent contractors. Additionally, Plaintiff's damages methodology improperly assumes uniform hours worked, uniform compensation structures, and uniform entitlement to overtime across all putative collective members, which does not reflect the reality of drivers' widely varying individual circumstances.
50. SLG further avers that, even if any liability were found (which SLG vigorously denies), liquidated damages under 29 U.S.C. § 216(b) would be inappropriate and should not be awarded. SLG acted in subjective good faith and with objectively reasonable grounds for believing that its classification of drivers as independent contractors complied with the FLSA. Among other things, SLG relied upon the professional legal advice and classification analysis of Pennfield & Daye LLP, a well-regarded employment law firm with specific expertise in worker classification issues, which conducted a thorough analysis of SLG's driver arrangements under the FLSA economic reality test and concluded that the independent contractor classification was legally appropriate. Under 29 U.S.C. § 260, the Court has discretion to reduce or eliminate liquidated damages where the employer demonstrates good faith and reasonable grounds for its belief that its conduct was lawful.
G. Response to Paragraphs Regarding Willfulness
51. SLG denies that any alleged violation of the FLSA, if established (which SLG denies), was "willful" within the meaning of 29 U.S.C. § 255(a). A willful violation requires that the employer either knew or showed reckless disregard for the matter of whether its conduct was prohibited by the FLSA. McLaughlin v. Richland Shoe Co., 486 U.S. 128, 133 (1988). SLG's conduct does not meet this standard.
52. SLG avers that it reasonably and in good faith relied on the professional legal advice and classification analysis of Pennfield & Daye LLP. Pennfield & Daye LLP analyzed SLG's driver relationships under the FLSA economic reality test, considering all relevant factors, and concluded that SLG's drivers were properly classified as independent contractors. SLG relied on this analysis in structuring its driver relationships and in drafting and revising the ICOA. This reliance on competent legal counsel is directly relevant to both the willfulness inquiry under 29 U.S.C. § 255(a) and the good faith defense under 29 U.S.C. § 260.
53. SLG avers that, because its conduct was not willful, the applicable statute of limitations for Plaintiff's FLSA claims is two years, not three years. Accordingly, any claims arising before April 30, 2023 (two years prior to the filing of the Complaint on April 30, 2025) are time-barred and must be dismissed.
H. General Denial
54. To the extent not specifically admitted in the foregoing paragraphs, SLG denies each and every allegation contained in the Complaint, whether express or implied.
55. SLG denies that Plaintiff or any putative collective member is entitled to any relief whatsoever, including but not limited to back pay, overtime compensation, liquidated damages, pre-judgment or post-judgment interest, attorneys' fees, costs, injunctive relief, declaratory relief, or any other form of relief sought in the Complaint or otherwise.
IV. AFFIRMATIVE DEFENSES
Preliminary Statement
Without assuming the burden of proof on any issue for which the burden properly rests with Plaintiff under applicable law, and without waiving or limiting the effect of its denials set forth above, SLG asserts the following Affirmative Defenses to Plaintiff's Complaint. SLG expressly reserves the right to assert additional affirmative defenses as they become known through the course of discovery, further investigation, motion practice, or otherwise, consistent with the Federal Rules of Civil Procedure.
FIRST AFFIRMATIVE DEFENSE: Independent Contractor Status Under the FLSA Economic Reality Test
56. Plaintiff's claims and the claims of all putative collective members are barred, in whole or in part, because Plaintiff and all putative collective members were bona fide independent contractors, not employees, under the FLSA economic reality test. The totality of the circumstances demonstrates that the economic reality of the relationship between SLG and its drivers is that of an independent contractor arrangement, not an employment relationship. Application of the six factors of the economic reality test confirms this conclusion:
(1) Degree of Control. SLG did not exercise the degree of control over its drivers that is characteristic of an employment relationship. Drivers retained discretion to choose which deliveries to accept, to determine the order and method of completing accepted deliveries, to select their own routes, and to use their own vehicles. Drivers were not required to work specific hours or days, and they were free to decline up to 15% of offered deliveries without consequence.
(2) Opportunity for Profit or Loss. Drivers had a genuine opportunity for profit or loss based on their own entrepreneurial initiative. Drivers' earnings were directly tied to the volume and type of deliveries they chose to accept, and drivers who worked efficiently—completing more deliveries in less time and managing their vehicle and fuel costs effectively—earned more than drivers who did not. Drivers' decisions about which deliveries to accept, how to sequence their routes, and how to manage their vehicle expenses directly affected their profitability.
(3) Investment by the Worker. Drivers made significant capital investments in their own vehicles, including the acquisition of cargo vans or box trucks meeting SLG's specifications (model year 2015 or newer). Drivers bore all costs associated with their vehicles, including purchase or lease payments, insurance premiums, fuel, maintenance, repairs, tires, and depreciation. These investments represent a substantial financial commitment by the drivers, distinguishing them from employees who typically have no comparable capital investment in the instrumentalities of their work.
(4) Permanency of the Relationship. The relationship between SLG and its drivers was not permanent. The ICOAs could be terminated by either party at any time, with or without cause, upon written notice. Many drivers worked for SLG on a part-time or intermittent basis, and a significant number of drivers simultaneously performed services for other delivery platforms, transportation companies, and logistics providers during the same period.
(5) Degree of Skill Required. The delivery services performed by drivers required general driving skill and the ability to operate a delivery vehicle safely, navigate to delivery addresses, and interact professionally with customers. SLG did not provide the kind of specialized, ongoing, skill-development training that is indicative of an employment relationship. The limited training provided by SLG addressed safety compliance and basic operational protocols, consistent with the training commonly provided to independent contractors in the logistics industry.
(6) Integral Part of the Business. While delivery services are integral to SLG's business, this factor alone is insufficient to establish an employment relationship, and its weight in the overall analysis is limited. See Parrish v. Premier Directional Drilling, L.P., 917 F.3d 369, 385 (5th Cir. 2019) (noting that the integral-part factor "has been met in virtually every case" and "is less helpful than the other factors" in distinguishing employees from independent contractors).
57. Considering the totality of the circumstances, the economic reality of the relationship between SLG and its drivers is that of an independent contractor arrangement, not an employment relationship, and Plaintiff's claims fail as a matter of law.
SECOND AFFIRMATIVE DEFENSE: Arbitration Clause and Collective Action Waiver (ICOA v3.0)
58. The claims of approximately 640 putative collective members who signed ICOA v3.0 (the January 2023 revision) are barred from proceeding in this collective action by reason of the binding arbitration clause and collective/class action waiver contained in ICOA v3.0. These contractual provisions are enforceable under the Federal Arbitration Act, 9 U.S.C. § 1 et seq.
59. The Supreme Court has held that arbitration agreements containing class and collective action waivers are enforceable under the FAA, even in the context of FLSA claims. Granite Harbor Systems. v. Lewis, 584 U.S. 497 (2018). The Court further held in Lamps Plus, Inc. v. Varela, 587 U.S. 357 (2019), that courts may not infer consent to class or collective arbitration from an ambiguous agreement. The arbitration clause and collective action waiver in ICOA v3.0 are clear, unambiguous, and voluntarily executed by each driver who signed that version of the agreement.
60. SLG expressly reserves the right to file a motion to compel individual arbitration of the claims of all putative collective members who signed ICOA v3.0 and to seek dismissal of those collective claims from this proceeding.
THIRD AFFIRMATIVE DEFENSE: Statute of Limitations
61. Plaintiff's FLSA claims are subject to the two-year statute of limitations set forth in 29 U.S.C. § 255(a). Because SLG's conduct was not willful, the three-year limitations period applicable to willful violations does not apply. Accordingly, any claims based on alleged FLSA violations occurring before April 30, 2023—two years prior to the filing of the Complaint on April 30, 2025—are time-barred and must be dismissed.
62. To the extent any putative collective member seeks to assert claims based on alleged violations occurring before April 30, 2023, such claims are likewise time-barred under the two-year limitations period.
FOURTH AFFIRMATIVE DEFENSE: Good Faith and Reasonable Grounds (29 U.S.C. § 260)
63. Even if any liability were established under the FLSA (which SLG denies), SLG is entitled to a reduction or elimination of liquidated damages pursuant to 29 U.S.C. § 260 because SLG acted in subjective good faith and with objectively reasonable grounds for believing that its classification of drivers as independent contractors did not violate the FLSA.
64. In support of this defense, SLG specifically avers that it retained and relied upon the professional legal advice and worker classification analysis of Pennfield & Daye LLP, a well-regarded employment and labor law firm. Pennfield & Daye LLP conducted a thorough and comprehensive review of SLG's driver arrangements, analyzed the independent contractor classification under the multi-factor FLSA economic reality test, and concluded that SLG's classification of its drivers as independent contractors was legally appropriate and compliant with the FLSA. Based on this legal analysis, Pennfield & Daye LLP drafted the original ICOA template in 2018 and supervised subsequent revisions in 2020 (v2.0) and 2023 (v3.0).
65. SLG's reliance on competent legal counsel's classification analysis constitutes the kind of "reasonable grounds" and "good faith" contemplated by 29 U.S.C. § 260, and the Court should exercise its discretion to deny or reduce any award of liquidated damages accordingly.
FIFTH AFFIRMATIVE DEFENSE: Failure to State a Claim
66. Plaintiff's Complaint fails to state a claim upon which relief can be granted under the FLSA, 29 U.S.C. § 201 et seq., or the Texas Payday Law, Tex. Lab. Code § 61.001 et seq., because the factual allegations in the Complaint, even if accepted as true, do not establish that Plaintiff was an "employee" of SLG within the meaning of either statute. SLG reserves the right to raise this defense by motion at the appropriate time.
SIXTH AFFIRMATIVE DEFENSE: Failure to Satisfy Conditional Certification Requirements (29 U.S.C. § 216(b))
67. Plaintiff has failed to demonstrate, and cannot demonstrate, that the putative collective members are "similarly situated" as required by 29 U.S.C. § 216(b) for this action to proceed as a collective action. The FLSA requires that collective action members be "similarly situated" to the named plaintiff, and courts in the Fifth Circuit apply a rigorous analysis to determine whether this standard is met.
68. Material differences exist among the putative collective members that defeat any showing that they are similarly situated, including but not limited to:
(a) Differences in the version of the ICOA executed by each driver (v1.0, v2.0, or v3.0), which contain materially different contractual terms;
(b) Differences in hub-specific operations across SLG's fourteen (14) distribution hubs in four states, including differences in client mix, delivery territories, delivery volume, and hub-level management practices;
(c) Differences in the types of delivery services performed (standard last-mile, regional freight, and white-glove delivery), which involve different skill sets, vehicle requirements, and compensation structures;
(d) Differences in the degree of autonomy actually exercised by individual drivers, including delivery acceptance patterns, scheduling decisions, and route selection;
(e) Differences in individual drivers' multi-platform engagement—i.e., the extent to which individual drivers simultaneously performed services for other companies and platforms during the relevant period;
(f) Differences in individual drivers' utilization of subcontracting provisions under the ICOA; and
(g) Differences in individual drivers' hours, delivery volumes, compensation, and overall engagement levels.
69. These material differences preclude a finding that the putative collective members are similarly situated, and Plaintiff's request for conditional certification should be denied.
SEVENTH AFFIRMATIVE DEFENSE: Overbreadth of Proposed Collective
70. The proposed collective definition set forth in the Complaint is overbroad and unmanageable because it encompasses all drivers who performed delivery services for SLG at any of its fourteen (14) distribution hubs across Texas, Oklahoma, Louisiana, and Arkansas, during the relevant period, without regard to the version of the ICOA executed, the type of delivery services performed, the degree of autonomy exercised, or any other material distinguishing factor.
71. The proposed collective improperly seeks to aggregate the claims of drivers who operated under three different versions of the ICOA, performed materially different types of delivery services, worked at distribution hubs with distinct operational practices and management structures, and exercised varying levels of autonomy in their engagement with SLG. The resulting collective would be unmanageable and would require individualized determinations that are incompatible with the efficiencies intended by the FLSA collective action mechanism.
EIGHTH AFFIRMATIVE DEFENSE: Lack of Willfulness
72. SLG's classification of its drivers as independent contractors was not willful within the meaning of the FLSA, 29 U.S.C. § 255(a). SLG did not know and did not show reckless disregard for whether its classification practices violated the FLSA. See McLaughlin v. Richland Shoe Co., 486 U.S. 128, 133 (1988).
73. SLG acted in reasonable reliance on the advice and classification analysis of competent legal counsel, specifically Pennfield & Daye LLP, and had no reason to believe that its classification practices violated the FLSA. SLG's reliance on competent legal counsel negates any finding of willfulness. Accordingly, the applicable statute of limitations is two years, not three years, and claims arising before April 30, 2023 are time-barred.
NINTH AFFIRMATIVE DEFENSE: Offset and Mitigation
74. Any damages to which Plaintiff or any putative collective member might be entitled (which SLG denies) must be offset by the full value of all benefits and compensation received from SLG during the relevant period, including but not limited to:
(a) All per-delivery payments received by the driver;
(b) The economic value of the flexibility and autonomy inherent in the independent contractor relationship, including the ability to set one's own schedule, accept or decline deliveries, and simultaneously perform services for other platforms and companies;
(c) The absence of payroll tax withholdings (FICA, federal and state income tax) that would have reduced the driver's take-home compensation had the driver been classified as an employee;
(d) The absence of deductions for employer-sponsored benefits, including health insurance, retirement contributions, and other employment-related benefits that would typically reduce an employee's net pay; and
(e) Any other value received by the driver as a result of the independent contractor arrangement.
TENTH AFFIRMATIVE DEFENSE: De Minimis Doctrine
75. To the extent that any individual claims involve small, irregular, or negligible amounts of allegedly unpaid overtime, such claims are barred by the de minimis doctrine. Under this doctrine, employers are not required to compensate workers for otherwise compensable time if the amount of time is so minimal that it cannot, as a practical matter, be precisely recorded. Anderson v. Mt. Clemens Pottery Co., 328 U.S. 680, 692 (1946); Integrity Staffing Solutions, Inc. v. Busk, 574 U.S. 27, 32 (2014).
76. SLG avers that, to the extent any individual driver's alleged unpaid overtime, if any, amounts to a trivial or de minimis quantity, such claims are not actionable under the FLSA.
ELEVENTH AFFIRMATIVE DEFENSE: Failure to Mitigate
77. Plaintiff's claims and the claims of any putative collective member are barred, in whole or in part, by the failure to mitigate damages. Plaintiff and the putative collective members failed to take reasonable steps to mitigate any alleged damages, including but not limited to:
(a) Failing to pursue available alternative work arrangements with other delivery platforms, logistics companies, or other employers;
(b) Failing to exercise their contractual right under the ICOA to decline individual deliveries or adjust their delivery schedules to manage their workload;
(c) Failing to utilize the subcontracting provisions of the ICOA to delegate deliveries to qualified subcontractors; and
(d) Failing to raise any concerns regarding their classification or compensation with SLG during the course of their engagement, despite having the opportunity to do so.
TWELFTH AFFIRMATIVE DEFENSE: Waiver, Estoppel, and Laches
78. Plaintiff's claims are barred, in whole or in part, by the equitable doctrines of waiver, estoppel, and/or laches. Plaintiff knowingly and voluntarily accepted independent contractor status by executing the ICOA, performed services under the ICOA for approximately three and one-half years without objection to the classification or compensation structure, received and accepted per-delivery compensation consistent with the terms of the ICOA, and delayed in asserting any claim of misclassification until after termination of the contractual relationship. Plaintiff's knowing acceptance of the terms of the ICOA, his extended acquiescence in the independent contractor arrangement, and his delay in asserting claims give rise to waiver, estoppel, and/or laches that bar or limit his recovery.
THIRTEENTH AFFIRMATIVE DEFENSE: Preemption by the Federal Arbitration Act
79. To the extent applicable, Plaintiff's collective claims and the individual claims of all putative collective members who signed ICOA v3.0 are preempted by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. The FAA mandates the enforcement of written arbitration agreements according to their terms, and the arbitration clauses and collective action waivers contained in ICOA v3.0 must be enforced. Any attempt to include ICOA v3.0 signatories in a collective action brought in this Court is inconsistent with the FAA's strong federal policy favoring arbitration and the enforcement of arbitration agreements as written. Camberwell Enterprises Mobility LLC v. Concepcion, 563 U.S. 333, 339 (2011).
FOURTEENTH AFFIRMATIVE DEFENSE: Reservation of Additional Defenses
80. SLG expressly reserves the right to amend this Answer to assert additional affirmative defenses as they become known through the course of discovery, further investigation, motion practice, or otherwise. Without limitation, SLG specifically reserves the right to assert:
(a) Defenses arising from the FAA transportation worker exemption analysis under 9 U.S.C. § 1, to the extent applicable to the enforceability of the arbitration agreements;
(b) Any applicable exemptions under the FLSA, including but not limited to the motor carrier exemption under 29 U.S.C. § 213(b)(1) and the Department of Transportation's jurisdiction over motor carriers;
(c) Any additional state-law defenses arising under the laws of Texas, Oklahoma, Louisiana, or Arkansas, as applicable to individual putative collective members; and
(d) Any other defenses that may become apparent as additional facts are developed through discovery.
V. PRAYER FOR RELIEF
WHEREFORE, Defendant Stonefield Logistics Group Inc. respectfully requests that this Court enter judgment in its favor and against Plaintiff Marcus Delano, individually and on behalf of all putative collective members, and grant the following relief:
1. Dismiss Plaintiff's Complaint with prejudice in its entirety and deny all relief sought therein;
2. Deny Plaintiff's anticipated Motion for Conditional Certification of a collective action under 29 U.S.C. § 216(b);
3. Compel individual arbitration of all claims brought by or on behalf of drivers who signed ICOA v3.0, and dismiss those collective claims from this proceeding with prejudice;
4. Enter judgment in favor of SLG and against Plaintiff on all claims asserted in the Complaint;
5. Award SLG its reasonable costs and expenses incurred in defending this action, including attorneys' fees to the extent authorized by applicable law;
6. Find that SLG acted in good faith and with reasonable grounds under 29 U.S.C. § 260 and deny any award of liquidated damages; and
7. Grant such other and further relief as this Court deems just, equitable, and proper.
VI. JURY DEMAND
Defendant Stonefield Logistics Group Inc. hereby demands a trial by jury on all issues so triable pursuant to the Seventh Amendment to the United States Constitution and Rule 38 of the Federal Rules of Civil Procedure.
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
By: ________
Bernard Crawford Texas Bar No. 24031876 Responsible Partner, Labor & Employment Litigation
Renata Vasquez Texas Bar No. 24058493 Billing Partner, Labor & Employment
James Underwood Texas Bar No. 24097214 Lead Associate
Devon Archer Texas Bar No. 24112685 Associate
2200 Ross Avenue, Suite 3600 Dallas, Texas 75201 Telephone: (214) 855-7200 Facsimile: (214) 855-7201
Email: bcrawford@calderwoodharkness.com
Email: rvasquez@calderwoodharkness.com
Email: junderwood@calderwoodharkness.com
Email: darcher@calderwoodharkness.com
Attorneys for Defendant Stonefield Logistics Group Inc.
CERTIFICATE OF SERVICE
I, Bernard Crawford, hereby certify that on June 2, 2025, a true and correct copy of the foregoing Defendant Stonefield Logistics Group Inc.'s Answer and Affirmative Defenses to Plaintiff's Complaint was served on all counsel of record via the Court's CM/ECF electronic filing system, which will send notification of such filing to all attorneys of record, including:
Claudia Hartwell HARTWELL & BRASHEAR PLLC 500 N. Akard Street, Suite 1750 Dallas, Texas 75201 Telephone: (214) 742-9300
Email: chartwell@hartwellbrashear.com
Counsel for Plaintiff Marcus Delano
________________________________________
Bernard Crawford Texas Bar No. 24031876 CALDERWOOD & HARKNESS LLP
MARCUS DELANO, individually and on behalf of all others similarly situated,
Plaintiff,
v. | Civil Action No. 3:25-cv-01847-RBC
STONEFIELD LOGISTICS GROUP INC.,
Defendant.