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

opposition-to-conditional-certification.docx DOCUMENT Finance & Banking

34 / 35 ← → ✕

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

DEFENDANT STONEFIELD LOGISTICS GROUP INC.'S RESPONSE IN OPPOSITION TO PLAINTIFF'S MOTION FOR CONDITIONAL CERTIFICATION PURSUANT TO 29 U.S.C. § 216(b)

Defendant Stonefield Logistics Group Inc. ("Stonefield," "SLG," or "Defendant"), by and through its undersigned counsel, Calderwood & Harkness LLP, respectfully submits this Response in Opposition to Plaintiff Marcus Delano's Motion for Conditional Certification Pursuant to 29 U.S.C. § 216(b) (ECF No. 24) and, in support thereof, states as follows:

• Table of Authorities

• Preliminary Statement

• Statement of Facts

A. Stonefield Logistics Group Inc. — Company Background

B. SLG's Distribution Hub Network

C. The Independent Contractor Operating Agreements (ICOAs)

D. The Named Plaintiff — Marcus Delano

E. Plaintiff's Damages Theory

F. Procedural History

• Legal Standard

A. FLSA Collective Action Framework — 29 U.S.C. § 216(b)

B. The Fifth Circuit's Swales Framework

C. Standard Applied to Independent Contractor Misclassification Cases

• Argument

A. Plaintiff Fails to Demonstrate That the Approximately 1,187 Drivers Are "Similarly Situated"

B. Plaintiff's Declarations Are Conclusory and Insufficient Under Swales

C. The Proposed Collective Is Overbroad Because Approximately 640 Drivers Are Subject to Enforceable Arbitration Agreements with Collective Action Waivers

D. The Economic Reality Test Requires Individualized Inquiries That Are Incompatible with Collective Treatment

E. The Court Should Deny Conditional Certification in Its Entirety, or in the Alternative, Substantially Narrow the Proposed Collective

• Conclusion

• Certificate of Service

• Appendix of Exhibits

TABLE OF AUTHORITIES

Cases

Statutes and Rules

I. PRELIMINARY STATEMENT

Stonefield Logistics Group Inc. ("Stonefield" or "SLG") is a Delaware-incorporated, Texas-headquartered transportation and logistics company that specializes in last-mile delivery, regional freight, and white-glove delivery services. SLG operates fourteen distribution hubs across four states — Texas, Oklahoma, Louisiana, and Arkansas — and engages approximately 1,450 drivers under Independent Contractor Operating Agreements ("ICOAs"). During the relevant period identified by Plaintiff (April 30, 2022 through the present), 1,187 unique drivers signed and performed services under ICOAs at one or more of SLG's fourteen hubs.

Plaintiff Marcus Delano is a former delivery driver who performed last-mile residential delivery services from SLG's Fort Worth distribution hub (HUB-01) from March 2021 through September 2024. Mr. Delano signed a single version of the ICOA — the 2018 original template (v1.0) — and performed services exclusively at one of SLG's fourteen hubs. Despite the narrowness of his own experience, Mr. Delano now seeks conditional certification of a collective encompassing all 1,187 drivers who performed services for SLG during the relevant period, spanning fourteen hubs, three materially different ICOA versions, multiple delivery service types, and vastly different levels of operational autonomy. Plaintiff's Motion should be denied.

Stonefield opposes conditional certification on four principal and independently sufficient grounds.

First, Plaintiff fails to demonstrate that the approximately 1,187 drivers across fourteen hubs, three ICOA versions, multiple delivery types, and varying levels of operational autonomy are "similarly situated" under the rigorous standard established by the United States Court of Appeals for the Fifth Circuit in Swales v. KLLM Transport Services, L.L.C., 985 F.3d 430 (5th Cir. 2021). The Swales framework requires this Court to rigorously scrutinize whether putative collective members share sufficiently common factual and legal circumstances to warrant collective treatment — not to rubber-stamp a plaintiff's request for notice simply because he has filed a complaint and attached a declaration. The evidence before the Court demonstrates that SLG's fourteen hubs operate with materially different customer bases, delivery territory configurations, delivery type mixes, local management practices, and degrees of driver autonomy. These differences are not cosmetic; they go to the core of the FLSA economic reality test that would govern each driver's classification.

Second, Plaintiff's declarations are conclusory, based solely on Mr. Delano's personal experience at a single hub (Fort Worth, HUB-01), and fail to provide a factual basis for collective-wide commonality. To the extent Plaintiff offers any additional declarations, they merely parrot legal conclusions without supplying the factual specificity that the Swales framework demands. The Court should not accept such declarations at face value, particularly when Stonefield has offered detailed counter-evidence — including declarations from senior operations personnel and an expert statistical analysis — establishing that the proposed collective encompasses individuals whose working conditions, contractual terms, and economic relationships with SLG differ in material respects.

Third, the proposed collective is overbroad because approximately 640 of the 1,187 drivers signed ICOA v3.0 (the January 2023 revision), which contains an enforceable mandatory individual arbitration clause with an express class and collective action waiver. Under Granite Harbor Systems. v. Lewis, 584 U.S. 497 (2018), and Lamps Plus, Inc. v. Varela, 587 U.S. 281 (2019), these agreements must be enforced according to their terms, and the drivers who signed them are not eligible for inclusion in a § 216(b) collective. The FAA § 1 transportation worker exemption does not rescue Plaintiff's position because SLG's drivers perform intrastate last-mile and regional deliveries and are not members of a "class of workers engaged in foreign or interstate commerce" within the meaning of that narrow statutory exclusion. See Saxon v. Southwest Airlines Co., 596 U.S. 450 (2022); New Prime, Inc. v. Oliveira, 586 U.S. 105 (2019). The inclusion of these 640 drivers in the proposed collective further demonstrates the overbreadth and unsuitability of Plaintiff's certification request.

Fourth, expert statistical and economic analysis by Dr. Priya Ramanathan of Corbin Risk Advisors LLC — based on a comprehensive review of RouteSync dispatch data, GPS telematics logs, and pay records for all 1,187 drivers — confirms statistically significant variance in hours worked, gross pay, delivery acceptance rates, route deviation frequency, and multi-platform engagement across SLG's fourteen hubs. Dr. Ramanathan's analysis establishes that the proposed collective encompasses drivers whose experiences are so dissimilar that collective adjudication would devolve into 1,187 individualized mini-trials — precisely the outcome that the "similarly situated" requirement of § 216(b) is designed to prevent.

For each of these reasons, and as explained in detail below, conditional certification should be denied in its entirety. In the alternative, should the Court be inclined to permit any form of conditional certification, the collective should be substantially narrowed to exclude all arbitration-bound drivers, limited to the named plaintiff's hub and ICOA version, and subjected to a revised notice procedure that accurately reflects the scope of any conditionally certified collective.

II. STATEMENT OF FACTS

A. Stonefield Logistics Group Inc. — Company Background

Stonefield Logistics Group Inc. was founded in 2011 and is incorporated under the laws of the State of Delaware (Charter No. 6247183). SLG is headquartered at 4200 Commerce Gateway Blvd., Suite 800, Irving, Texas 75039, and is registered with the Texas Secretary of State (Filing No. 0803127465). Since its founding, SLG has grown into a substantial transportation and logistics enterprise specializing in three principal service lines: (1) last-mile residential delivery, which constitutes the core of SLG's business and involves the transport of packages from SLG's distribution hubs to end consumers; (2) regional freight services, involving the movement of larger commercial shipments within defined geographic territories; and (3) white-glove delivery services, which involve the delivery, installation, and assembly of furniture, appliances, and other large items requiring specialized handling and customer interaction.

In July 2019, Ridgepoint Capital Partners Fund III, LP acquired a 72% controlling equity stake in SLG for approximately $285 million, providing the capital infusion that enabled SLG's expansion to its current fourteen-hub footprint. For fiscal year 2024, SLG reported consolidated revenue of $312.7 million and earnings before interest, taxes, depreciation, and amortization (EBITDA) of $28.4 million, reflecting the competitive and margin-constrained nature of the last-mile delivery sector.

SLG's senior leadership team includes Gerald Wynn, Chief Executive Officer; Margaret Hollis, General Counsel; Aaron Turcotte, Chief People Officer; Trevor Sandoval, Vice President of Operations; and Karen Lund, Director of Driver Relations. Each of these individuals has provided testimony or declarations relevant to the issues presented in this Response, and their roles are described in further detail below as they become relevant.

B. SLG's Distribution Hub Network

SLG operates fourteen distribution hubs across four states: Texas, Oklahoma, Louisiana, and Arkansas. Each hub serves as a regional distribution center from which drivers pick up packages and other items for delivery to end consumers and commercial recipients within defined geographic territories. The hubs vary significantly in size, delivery volume, customer base, delivery type mix, geographic coverage area, and local management structure. These differences are not incidental — they reflect SLG's deliberate operational model, in which hub managers are empowered to adapt their operations to local market conditions, customer needs, and driver availability.

The following table summarizes SLG's fourteen hubs, their locations, and the approximate number of unique drivers who performed services at each hub during the relevant period (April 30, 2022 through the present):

See Exhibit G (SLG Distribution Hub Summary Table).

As the Declaration of Trevor Sandoval, SLG's Vice President of Operations, explains in detail, the material differences among these hubs are extensive and operationally significant. See Ex. A (Sandoval Decl.) at ¶¶ 7–42. By way of example, the Houston hub (HUB-03) is SLG's largest facility, with 195 drivers, and its delivery mix is approximately 80% standard last-mile delivery and 20% white-glove delivery, serving a large metropolitan area with dense residential neighborhoods and suburban subdivisions. In contrast, the Lubbock hub (HUB-13), SLG's smallest with 29 drivers, serves a predominantly rural and semi-rural territory, has a delivery mix of approximately 95% standard last-mile delivery and 5% white-glove delivery, and operates with a single hub manager who exercises minimal oversight over day-to-day driver activities. Id. at ¶¶ 18, 33. Similarly, the Oklahoma City hub (HUB-06) serves a mix of urban and suburban customers with a moderate proportion of white-glove deliveries (approximately 30%), while the Shreveport hub (HUB-11) serves a smaller market with limited demand for white-glove services. Id. at ¶¶ 24, 36.

These operational differences are not merely a matter of geography and scale. They translate directly into differences in the degree of control exercised over drivers, the autonomy available to drivers in scheduling and route selection, the types of deliveries performed, the compensation earned, and the nature of each driver's relationship with SLG — all of which are central to the economic reality test that governs the employment-versus-independent-contractor classification inquiry at the heart of this case.

C. The Independent Contractor Operating Agreements (ICOAs)

Throughout its history, SLG has engaged delivery drivers under written Independent Contractor Operating Agreements ("ICOAs"). Three versions of the ICOA template have been in use during the relevant period:

ICOA v1.0 (2018). The original ICOA template was drafted by Pennfield & Daye LLP, a Fort Worth-based employment law firm that served as SLG's outside employment counsel from 2017 through 2022. ICOA v1.0 established the foundational framework for SLG's relationship with its delivery drivers, including provisions governing independent contractor classification, per-delivery compensation, delivery assignment through SLG's dispatch platform, vehicle and equipment requirements, and SLG branding obligations. ICOA v1.0 did not contain an arbitration clause or a class/collective action waiver.

ICOA v2.0 (August 2020). The first revision to the ICOA template was implemented in August 2020. ICOA v2.0 retained the essential structure and most provisions of v1.0 but included updated language regarding subcontracting (permitting drivers to engage substitute drivers subject to SLG's background check and safety inspection requirements), revised insurance and indemnification provisions, and updated vehicle specifications. Like v1.0, ICOA v2.0 did not contain an arbitration clause or a class/collective action waiver.

ICOA v3.0 (January 2023). The second and most recent revision to the ICOA template was implemented in January 2023. ICOA v3.0 incorporated all changes from v2.0 and introduced two significant additions: (1) a mandatory individual arbitration clause requiring that all disputes arising out of or relating to the ICOA be resolved through binding arbitration administered by the American Arbitration Association under its Employment Arbitration Rules, with an express waiver of the right to participate in any class, collective, or representative action; and (2) updated subcontracting provisions that further expanded drivers' ability to engage substitute drivers. See Ex. F (ICOA v3.0 Arbitration Clause and Collective Action Waiver, Excerpts).

Certain terms are common across all three ICOA versions and are summarized below:

• Classification. All ICOAs classify the driver as an independent contractor, not an employee of SLG.

• Payment. Drivers are compensated on a per-delivery basis. Per-delivery rates range from $14.50 to $38.00, depending on package weight, delivery distance, and delivery type (standard last-mile delivery vs. white-glove delivery). White-glove deliveries, which involve installation, assembly, or specialized handling, command higher per-delivery rates.

• Delivery Assignment. Deliveries are assigned and managed through SLG's proprietary dispatch platform, RouteSync, which provides drivers with available delivery assignments, suggested routes, estimated delivery windows, and package information. Drivers may accept or decline available deliveries through the RouteSync application.

• Delivery Windows. The standard delivery window is 7:00 AM to 8:00 PM, Monday through Saturday. Drivers are not required to work any particular hours or days within this window but are expected to be available during the hours for which they have accepted delivery assignments.

• GPS Tracking. SLG provides drivers with a telematics device that records GPS location, vehicle speed, and other operational data during delivery hours. SLG represents that the telematics data is used for customer service purposes (e.g., providing customers with estimated delivery times) and safety monitoring.

• Minimum Acceptance Rate. Each ICOA establishes a minimum delivery acceptance rate of 85% per rolling 30-day period. A driver whose acceptance rate falls below 85% may be subject to a "performance review" and, upon repeated failure to meet the minimum, potential termination of the ICOA.

• Vehicle Requirements. Drivers must use their own personal vehicles meeting SLG specifications (cargo van or box truck, model year 2015 or newer, having passed SLG's safety inspection). Drivers are responsible for all vehicle acquisition, maintenance, insurance, fuel, and operating costs.

• Branding Requirements. All ICOAs require drivers to wear SLG-branded uniforms, carry SLG identification badges, and affix SLG vehicle placards to their vehicles during deliveries.

• Non-Compete. All ICOAs contain a non-competition covenant prohibiting the driver from providing last-mile delivery services for a competing logistics company within a 50-mile radius of the driver's assigned hub for a period of twelve months following termination of the ICOA.

Key differences across the three ICOA versions are summarized in the ICOA Version Comparison Chart attached as Exhibit E. The most significant difference is the addition of the mandatory individual arbitration clause and collective action waiver in ICOA v3.0. Additionally, the subcontracting provisions evolved across versions, with v1.0 containing the most restrictive subcontracting language and v3.0 containing the most permissive. These contractual differences bear directly on the economic reality test factors — particularly the degree of control exercised by SLG and the drivers' opportunity for profit or loss — and confirm that drivers operating under different ICOA versions are not "similarly situated" for purposes of § 216(b).

Of the 1,187 unique drivers who performed services during the relevant period, approximately 640 signed ICOA v3.0 (the January 2023 revision containing the arbitration clause and collective action waiver). See Ex. B (Lund Decl.) at ¶¶ 11–15. The remaining approximately 547 drivers signed either ICOA v1.0 or ICOA v2.0.

D. The Named Plaintiff — Marcus Delano

Named Plaintiff Marcus Delano performed last-mile residential delivery services from SLG's Fort Worth distribution hub (HUB-01), located at 1015 Railhead Parkway, Fort Worth, Texas 76106, from approximately March 2021 through September 2024. Mr. Delano signed the original 2018 ICOA (v1.0), which does not contain an arbitration clause or collective action waiver.

During his tenure, Mr. Delano performed standard last-mile residential deliveries in the Fort Worth metropolitan area, operating from HUB-01 under the supervision of Hub Manager Dennis Faulkner. Mr. Delano alleges in his declaration that he "regularly worked 55 to 65 hours per week." Based on SLG's GPS telematics data and RouteSync dispatch logs, Mr. Delano's average weekly active service time was approximately 58 hours per week during the relevant period — a figure that is broadly consistent with (though more precise than) his own estimate.

Mr. Delano's average weekly gross compensation during calendar year 2023 was approximately $1,247, yielding an effective hourly rate of approximately $21.50 per hour ($1,247 ÷ 58 hours). Mr. Delano alleges that SLG exercised sufficient control over his work — including mandatory uniforms, GPS tracking, required delivery windows, and prohibitions on subcontracting (as applicable under ICOA v1.0) — to establish an employment relationship under the FLSA economic reality test, and that SLG's failure to pay him overtime compensation for hours worked in excess of forty per week constitutes a violation of 29 U.S.C. § 207.

Mr. Delano seeks to represent a collective of all SLG delivery drivers classified as independent contractors during the period from April 30, 2022, through the date of final judgment — a period reflecting the three-year FLSA limitations period for willful violations.

E. Plaintiff's Damages Theory

Plaintiff's damages theory, as set forth in his Motion and supporting brief, assumes that all 1,187 drivers in the proposed collective worked identical hours, earned identical pay, and were subjected to identical working conditions. Specifically, Plaintiff calculates damages as follows:

• Effective hourly rate: $21.50 per hour (based on Delano's individual experience).

• FLSA overtime rate (1.5×): $21.50 × 1.5 = $32.25 per hour.

• Estimated overtime hours per week: 18 hours (based on Delano's alleged 58-hour average workweek minus 40 hours).

• Unpaid overtime per week per driver: 18 hours × ($32.25 − $21.50) = $193.50.

• Weeks in the relevant period (April 30, 2022 through approximately August 2025): approximately 161 weeks.

• Per-driver estimated damages: $193.50 × 161 weeks = $31,153.50.

• Collective-wide single damages: 1,187 drivers × $31,153.50 = $36,979,204.50.

• With FLSA liquidated damages (equal amount for willful violations): $73,958,409.00.

This damages theory is fundamentally flawed because it improperly assumes uniformity of hours, pay, and working conditions across all 1,187 drivers and 14 hubs. As the evidence submitted herewith demonstrates — and as Dr. Ramanathan's statistical analysis confirms — the hours worked, pay earned, delivery acceptance rates, and working conditions of SLG's drivers vary dramatically from hub to hub and from driver to driver. Many drivers worked well below 40 hours per week during the relevant period and therefore suffered no overtime deprivation whatsoever. The assumption that all 1,187 drivers can be treated as clones of Marcus Delano is without evidentiary foundation and confirms the inappropriateness of collective treatment.

F. Procedural History

The procedural history of this matter is as follows:

• April 30, 2025: Plaintiff Marcus Delano filed his Complaint (ECF No. 1) through counsel of record, Claudia Hartwell and Jordan Brashear of Hartwell & Brashear PLLC, asserting claims under the Fair Labor Standards Act, 29 U.S.C. § 207, for alleged unpaid overtime compensation and related claims under the Texas Payday Law, Tex. Lab. Code Ann. § 61.001 et seq.

• June 2, 2025: Stonefield filed its Answer and Affirmative Defenses (ECF No. 9), asserting fourteen affirmative defenses, including independent contractor status, failure to state a claim, arbitration enforceability, statute of limitations, and failure to satisfy the requirements for conditional certification under § 216(b).

• June 16, 2025: The parties filed their Joint Rule 26(f) Report (ECF No. 12).

• June 18, 2025: The Court held a Rule 16 Scheduling Conference before Magistrate Judge Timothy Farrell (ECF No. 14).

• June 20, 2025: The Court entered its Scheduling Order (ECF No. 15), establishing a discovery cutoff of March 15, 2026, a dispositive motion deadline of April 30, 2026, and a trial setting of September 14, 2026.

• July 14, 2025: Plaintiff filed his Motion for Conditional Certification Pursuant to 29 U.S.C. § 216(b) (ECF No. 24), together with supporting brief, the Declaration of Marcus Delano, and additional declarations.

• August 13, 2025: Stonefield files this Response in Opposition.

• August 27, 2025: Plaintiff's Reply is due under the Local Rules.

III. LEGAL STANDARD

A. FLSA Collective Action Framework — 29 U.S.C. § 216(b)

Section 216(b) of the Fair Labor Standards Act provides that a collective action to recover unpaid overtime compensation may be "maintained against any employer . . . by any one or more employees for and in behalf of himself or themselves and other employees similarly situated." 29 U.S.C. § 216(b). Unlike class actions under Federal Rule of Civil Procedure 23, in which absent class members are bound by the judgment unless they affirmatively opt out, FLSA collective actions require putative members to affirmatively "opt in" by filing written consent to join the lawsuit. Id. This structural distinction reflects Congress's deliberate decision to require each FLSA collective member to make a conscious and informed choice to participate in the litigation.

Because the FLSA does not define "similarly situated" or prescribe a procedure for determining when conditional certification is appropriate, district courts have developed frameworks to guide this inquiry. For many years, courts — including courts in the Northern District of Texas — applied a two-stage approach derived from the decision of the United States District Court for the District of New Jersey in Lusardi v. Xeroxx Corp., 118 F.R.D. 351 (D.N.J. 1987). Under Lusardi, the first stage — "conditional certification" — involved a preliminary, "fairly lenient" determination of whether the named plaintiff had made a "modest factual showing" that putative collective members were "similarly situated." If the named plaintiff cleared this threshold, the court would authorize notice to putative collective members, who could then choose to opt in. After discovery was completed, the second stage involved a more rigorous "decertification" analysis, at which the defendant could move to decertify the collective on the basis of a fuller evidentiary record.

The Lusardi framework served as the dominant approach across federal courts for over three decades, and its lenient first-stage standard resulted in conditional certification being granted in the vast majority of cases in which it was sought. As the Fifth Circuit recognized in Swales, however, this near-automatic grant of conditional certification was difficult to justify and often led to significant litigation costs and settlement pressure before the merits of the underlying claims — or the appropriateness of collective treatment — were ever meaningfully examined.

B. The Fifth Circuit's *Swales* Framework

In Swales v. KLLM Transport Services, L.L.C., 985 F.3d 430 (5th Cir. 2021), the United States Court of Appeals for the Fifth Circuit fundamentally revised the approach to conditional certification in this Circuit. The Fifth Circuit rejected the mechanical two-step Lusardi framework as insufficiently rigorous and instructed district courts to "rigorously scrutinize the realm of 'similarly situated' determinations" from the outset — that is, at the very first stage of the analysis, before any notice is sent to putative collective members. Id. at 441–43.

The Swales court held that the proper approach requires the district court to identify, at the outset, "what facts and legal considerations will be material to determining whether a group of 'ichthyologically similar' employees" is sufficiently alike to warrant collective treatment. Id. at 441. Once those material facts and legal considerations are identified, the court should "authorize preliminary discovery if necessary" and then "analyze[] whether and to what extent the putative class members actually are similarly situated." Id. at 443.

Critically, under Swales, the court may — and should — consider all available evidence at the initial stage, including merits-relevant evidence and evidence submitted by the defendant. Id. at 441–42. The Fifth Circuit expressly rejected the prior convention, prevalent under the Lusardi framework, of reflexively declining to consider defense evidence at the notice stage. Id. at 440 ("[T]he district court should not balk at considering evidence . . . just because some or all of that evidence may be relevant to the merits."). Instead, the court must engage with the substance of whether the putative collective members are actually similarly situated, evaluating the totality of the evidence presented by both parties.

The Swales standard is more rigorous than the lenient standard previously applied in this District and elsewhere. Under Swales, the burden rests squarely on the plaintiff to demonstrate that the putative collective members share a sufficient degree of factual and legal commonality to justify collective treatment. The plaintiff cannot satisfy this burden by merely asserting that putative collective members are similarly situated or by submitting conclusory declarations that parrot legal standards. Rather, the plaintiff must provide the court with a factual basis — grounded in evidence, not assumption — for concluding that the putative collective members' claims are amenable to resolution on a common basis.

C. Standard Applied to Independent Contractor Misclassification Cases

The "similarly situated" inquiry is particularly demanding in cases, like this one, in which the underlying claim turns on the alleged misclassification of workers as independent contractors rather than employees. The FLSA "economic reality" test that governs the employee-versus-independent-contractor classification is inherently individualized, requiring a fact-specific analysis of each worker's actual relationship with the putative employer. See Hopkins v. Cornerstone Am., 545 F.3d 338, 343 (5th Cir. 2008) ("the 'economic reality' of the relationship governs, and . . . there is no shorthand formula or magic phrase that can be applied to find the answer" (internal quotation omitted)); Tolentino v. C & J Spec-Rent Servs., Inc., 716 F.3d 875, 881–82 (5th Cir. 2013).

The economic reality test requires evaluation of at least six factors on a case-by-case basis: (1) the degree of control exercised by the putative employer over the manner and means of the worker's performance; (2) the worker's opportunity for profit or loss depending on the worker's managerial skill; (3) the worker's investment in equipment or materials required for the work; (4) the degree of skill required for the work; (5) the permanence of the working relationship; and (6) the extent to which the work performed is an integral part of the putative employer's business. Hopkins, 545 F.3d at 343. No single factor is dispositive, and the test demands a totality-of-the-circumstances analysis that is uniquely resistant to collective adjudication.

As courts in this District and elsewhere have recognized, the individualized nature of the economic reality test makes collective treatment appropriate in misclassification cases only when the evidence demonstrates a sufficiently uniform scheme of misclassification — that is, only when the putative employer applied a single, company-wide policy of control that was experienced in materially the same way by all putative collective members. See Chanaud v. Endeavor Info. Sys., LLC, No. 3:19-cv-2038-K, 2020 WL 1862652, at 3–4 (N.D. Tex. Apr. 14, 2020); Williams v. Cintas Corp., No. 3:20-cv-3645-X, 2022 WL 1085217, at 3 (N.D. Tex. Apr. 11, 2022). Where, as here, the evidence reveals material variations in the contractual terms, operational practices, and working conditions experienced by the putative collective members, collective treatment is inappropriate and conditional certification must be denied.

IV. ARGUMENT

A. Plaintiff Fails to Demonstrate That the Approximately 1,187 Drivers Are "Similarly Situated"

Plaintiff bears the burden of showing, through evidence and not mere assertion, that the approximately 1,187 drivers he seeks to include in the proposed collective are "similarly situated" within the meaning of 29 U.S.C. § 216(b) as interpreted by the Fifth Circuit in Swales. Plaintiff has not carried this burden. To the contrary, the extensive evidentiary record before the Court — including declarations from SLG's senior operations personnel, detailed hub-by-hub operational data, a comparison of the three materially different ICOA versions, and the expert statistical analysis of Dr. Priya Ramanathan — demonstrates that the proposed collective encompasses individuals whose working conditions, contractual terms, and economic relationships with SLG differ in material respects that preclude collective treatment.

1. Material Variations Across 14 Distribution Hubs Defeat Commonality. The proposed collective spans fourteen distribution hubs in four states, ranging in size from 29 drivers at the Lubbock hub (HUB-13) to 195 drivers at the Houston hub (HUB-03). As the Declaration of Trevor Sandoval, SLG's Vice President of Operations, explains in detail, these hubs are not cookie-cutter replicas of one another. Each hub operates under different local management, with distinct customer bases, delivery territories, delivery type mixes, and — most critically for purposes of the "similarly situated" inquiry — varying levels of driver autonomy and operational oversight. See Ex. A (Sandoval Decl.) at ¶¶ 7–42.

The differences among hubs are directly material to the economic reality test. The "degree of control" factor — widely recognized as the most important factor in the test — cannot be assessed on a collective basis because the degree of control actually exercised over drivers differs from hub to hub. At some hubs, drivers operate with near-complete scheduling autonomy, choosing when and whether to log into the RouteSync platform, which deliveries to accept, and how to sequence and route their deliveries with minimal oversight from the hub manager. At other hubs, the hub manager plays a more active role in dispatch coordination, delivery scheduling, and follow-up on delivery completion. Id. at ¶¶ 22–30.

For example, the Fort Worth hub (HUB-01) — the only hub at which the named plaintiff worked — operates under the management of Dennis Faulkner, who, as his declaration confirms, maintained certain practices specific to HUB-01 that were not uniformly implemented at other hubs. See Ex. C (Faulkner Decl.) at ¶¶ 5–18. Mr. Faulkner's management of HUB-01 included daily morning check-in communications, specific delivery sequencing guidance for high-priority deliveries, and periodic ride-along observations — practices that Mr. Sandoval's declaration confirms were not standard at all SLG hubs. See Ex. A (Sandoval Decl.) at ¶¶ 38–40. The degree of control experienced by a driver at the Fort Worth hub under Mr. Faulkner's management is simply not comparable to the experience of a driver at the Lubbock hub (HUB-13), where a single hub manager oversees 29 drivers across a vast rural territory and exercises minimal day-to-day oversight, or at the Oklahoma City hub (HUB-06), where a different management approach prevails.

Similarly, the delivery type mix varies substantially across hubs. Hubs with a higher proportion of white-glove deliveries (e.g., HUB-06, Oklahoma City, at approximately 30% white-glove) involve different skill requirements, different per-delivery compensation rates, different customer interactions, and different equipment needs than hubs that are predominantly standard last-mile operations. These differences implicate multiple economic reality test factors — including the degree of skill required, the worker's investment in equipment, and the opportunity for profit or loss — and cannot be resolved through a single, collective-wide determination.

Plaintiff's Motion glosses over these hub-level differences entirely, offering no evidence — indeed, no argument — that conditions at HUB-01 in Fort Worth are representative of conditions at the other thirteen hubs. This failure is fatal to Plaintiff's certification request under Swales, which requires the plaintiff to provide a factual basis for the conclusion that putative collective members are similarly situated, rather than simply assuming uniformity across a large and diverse workforce. See Swales, 985 F.3d at 441–43.

2. Three Materially Different ICOA Versions Create Distinct Contractual Relationships. The proposed collective encompasses drivers who signed one of three materially different ICOA versions, each containing different operative terms that bear directly on the economic reality test. As described above in Part II.C and detailed in the ICOA Version Comparison Chart (Ex. E), the three versions differ in at least two significant respects: (1) the presence or absence of a mandatory individual arbitration clause with a collective action waiver, and (2) the scope of the subcontracting provisions.

The arbitration and collective action waiver provisions present in ICOA v3.0 are addressed in detail in Part IV.C below. But the differences among the ICOA versions extend beyond the arbitration clause and have independent relevance to the "similarly situated" inquiry.

The subcontracting provisions are illustrative. Under ICOA v1.0 (the version signed by the named plaintiff), drivers were subject to more restrictive subcontracting limitations that effectively prohibited the use of substitute drivers without prior SLG approval. Under ICOA v2.0, the subcontracting provisions were liberalized to permit drivers to engage substitute drivers subject to SLG's background check and safety inspection requirements. Under ICOA v3.0, the subcontracting provisions were further expanded, giving drivers broader latitude to delegate delivery assignments to qualified substitutes. See Ex. E (ICOA Version Comparison Chart).

The subcontracting provisions are material to the economic reality test because the ability to hire and delegate work to others is a hallmark of independent contractor status. See Hopkins, 545 F.3d at 343. A driver operating under the more restrictive subcontracting provisions of ICOA v1.0 has a different economic relationship with SLG than a driver operating under the more permissive provisions of ICOA v3.0 — and the court's analysis of the "degree of control" and "opportunity for profit or loss" factors would necessarily differ depending on which version of the ICOA governed the driver's relationship. These are not abstract or theoretical differences; they reflect concrete contractual distinctions that would require the Court to conduct separate analyses for each ICOA cohort.

Courts in this Circuit and beyond have consistently recognized that variations in contracts and operating conditions among putative collective members weigh against conditional certification. See Falcon v. Starbucks Corp., 580 F. Supp. 2d 528, 535–36 (S.D. Tex. 2008) (denying conditional certification where putative collective members worked under different agreements and in different locations); Chanaud, 2020 WL 1862652, at *4 (N.D. Tex.) (same). That principle applies with full force here, where the 1,187-driver proposed collective is fractured across three different contractual frameworks, each containing different terms bearing on the classification inquiry.

3. Individual Differences in Driver Autonomy and Entrepreneurial Opportunity. Even apart from the hub-level and contract-level differences described above, the evidence before the Court demonstrates significant individual-level variations among the 1,187 drivers in the proposed collective — variations that go to the heart of the economic reality test and that cannot be resolved on a collective basis.

The economic reality test requires an individualized inquiry into each driver's actual entrepreneurial opportunity — specifically, the ability to profit or suffer loss based on managerial skill and initiative. See Hopkins, 545 F.3d at 343; Quintanilla v. A&R Demolition, Inc., No. 4:18-cv-1866, 2019 WL 689937, at *4 (S.D. Tex. Feb. 19, 2019). SLG's records, including RouteSync dispatch data, GPS telematics logs, and compensation records, demonstrate significant variation among drivers in several key dimensions:

Hours Worked Per Week. SLG's records reflect that drivers' weekly hours varied enormously — from under 20 hours per week for some drivers to over 65 hours per week for others. Many drivers consistently worked 30 hours per week or fewer, well below the 40-hour threshold at which overtime obligations arise. For these drivers, there is no potential overtime claim regardless of their classification status, and their inclusion in a collective premised on uniform overtime deprivation is inappropriate.

Delivery Acceptance Rates. Although the ICOA provides for a minimum acceptance rate of 85% per rolling 30-day period, the actual acceptance rates of individual drivers varied substantially. Some drivers consistently maintained acceptance rates at or near the 85% floor, indicating that they regularly exercised their discretion to decline a significant proportion of dispatched deliveries. Other drivers accepted over 95% of dispatched deliveries, indicating a different approach to the work. These differences in acceptance behavior reflect different levels of driver autonomy and discretion — critical considerations under the "degree of control" factor.

Route Deviation Frequency. SLG's GPS telematics data reveals that some drivers routinely deviated from the routes suggested by the RouteSync platform, choosing alternative routes based on their own knowledge of local traffic patterns, road conditions, and delivery sequencing preferences. Other drivers followed RouteSync-suggested routes almost exclusively. These differences in route behavior reflect different levels of independent judgment and operational autonomy, further undermining the premise of a uniform employer-employee relationship.

Investment in Equipment. SLG's drivers use personal vehicles of widely different types, ages, and values. Some drivers own late-model box trucks costing in excess of $50,000, while others operate older cargo vans with significantly lower acquisition and maintenance costs. Some drivers who perform white-glove deliveries invested in specialized equipment — dollies, moving blankets, assembly tools, and the like — that other drivers do not require. These differences in capital investment are relevant to the "investment in equipment" factor of the economic reality test and vary on an entirely individual basis.

Multi-Platform Engagement. A meaningful percentage of SLG's drivers worked simultaneously for other delivery or logistics platforms during the relevant period, treating their SLG relationship as one of multiple income-generating activities. These drivers — who, in some cases, dedicated more hours to competing platforms than to SLG deliveries — present a fundamentally different economic profile than a driver who devoted substantially all of his working time to SLG. The multi-platform drivers' diversified work arrangements are characteristic of independent contractor status and defeat the premise of a uniform employment relationship across the proposed collective.

These variations are not peripheral or tangential. They go to the core of the six-factor economic reality test and confirm that the proposed collective encompasses individuals whose relationships with SLG differ in ways that require individualized analysis. Collective adjudication in these circumstances would not promote judicial efficiency; it would require the Court to conduct what amounts to 1,187 separate mini-trials, each involving different facts and different applications of the economic reality factors.

4. Expert Analysis Confirms Statistically Significant Variance Across the Proposed Collective. The individual-level and hub-level differences described above are confirmed and quantified by the expert analysis of Dr. Priya Ramanathan of Corbin Risk Advisors LLC. Dr. Ramanathan is a labor economist with more than eighteen years of experience in statistical analysis of workforce data, and she has been engaged by Stonefield to analyze the RouteSync dispatch data, GPS telematics logs, and pay records for the 1,187 drivers across all fourteen hubs during the relevant period. See Ex. D (Ramanathan Decl.) at ¶¶ 1–8.

Dr. Ramanathan's analysis encompasses five principal dimensions of variation among the proposed collective members. Her key findings are summarized below:

Hours Worked. Dr. Ramanathan's analysis reveals statistically significant variance in weekly hours worked both across hubs and within individual hubs. The standard deviation in weekly hours across the 1,187-driver collective is 14.3 hours, with hub-level mean weekly hours ranging from approximately 26.8 hours (HUB-13, Lubbock) to 52.7 hours (HUB-01, Fort Worth). Id. at ¶¶ 15–21. These are not minor fluctuations. A driver working an average of 26.8 hours per week at the Lubbock hub has no overtime claim under any scenario, while a driver averaging 52.7 hours per week at the Fort Worth hub may have a substantial one. Dr. Ramanathan's analysis further demonstrates that approximately 38% of the 1,187 drivers averaged fewer than 40 hours per week during the relevant period, meaning they suffered no overtime deprivation regardless of their classification. Id. at ¶ 22.

Gross Pay. Weekly gross compensation varied significantly across the proposed collective, reflecting differences in delivery volume, delivery type mix, and per-delivery rate composition. The standard deviation in weekly gross pay was $387, with hub-level mean weekly pay ranging from approximately $694 (HUB-13, Lubbock) to $1,389 (HUB-03, Houston). Id. at ¶¶ 23–27. This variation is inconsistent with Plaintiff's damages theory, which assumes a uniform $1,247 weekly gross pay figure extrapolated from Delano's personal experience at a single hub.

Delivery Acceptance Rates. The distribution of delivery acceptance rates across the proposed collective is wide and statistically significant. While the ICOA establishes an 85% minimum, actual acceptance rates ranged from approximately 84% (drivers hovering just above the threshold) to over 99% (drivers who declined virtually no deliveries). The interquartile range was 87.2% to 94.6%, indicating that a substantial proportion of drivers regularly exercised meaningful discretion in selecting which deliveries to perform. Id. at ¶¶ 28–32.

Route Deviation Frequency. Dr. Ramanathan measured route deviation frequency as the percentage of completed deliveries for which a driver's actual route deviated from the RouteSync-suggested route by more than 10% of total distance. The collective-wide mean deviation frequency was 31.4%, but this average masks enormous variation: some drivers deviated on fewer than 5% of deliveries, while others deviated on more than 60%. Id. at ¶¶ 33–37. These differences in route behavior are relevant to the degree of autonomy exercised by individual drivers and cannot be assessed on a collective basis.

Multi-Platform Engagement. Dr. Ramanathan's analysis, based on a combination of survey data and publicly available platform information, estimated that approximately 27% of SLG's drivers during the relevant period simultaneously maintained active accounts with at least one other delivery or logistics platform (e.g., competing last-mile delivery services, food delivery platforms, and freight brokerage services). Id. at ¶¶ 38–42. These multi-platform drivers' economic profiles differ materially from single-platform drivers, and their inclusion in a collective premised on a uniform, exclusive SLG employment relationship is unjustified.

Dr. Ramanathan's statistical analysis — conducted using accepted econometric methodologies and based on the universe of available data for all 1,187 drivers — establishes that the proposed collective encompasses drivers whose experiences are so dissimilar that collective adjudication would devolve into 1,187 individualized mini-trials. This is precisely the outcome that the "similarly situated" requirement of § 216(b) is designed to prevent, and it independently warrants denial of conditional certification.

B. Plaintiff's Declarations Are Conclusory and Insufficient Under *Swales*

Plaintiff's Motion for Conditional Certification rests primarily on the declaration of named plaintiff Marcus Delano and a small number of additional declarations from other drivers. This evidentiary showing is inadequate to satisfy Plaintiff's burden under Swales.

Mr. Delano's declaration is limited to his personal experience at a single hub — the Fort Worth hub (HUB-01) — over a specific period (March 2021 through September 2024), under a single ICOA version (v1.0, the 2018 original). Mr. Delano's declaration offers no evidence — and, indeed, claims no knowledge — of the working conditions, contractual terms, or economic relationships experienced by drivers at any of the other thirteen SLG hubs. Nor does Mr. Delano's declaration address the material differences among the three ICOA versions, the variations in hub-level management practices, or the range of individual driver behaviors that the evidence submitted by Stonefield demonstrates exist across the proposed collective.

Mr. Delano's experience, standing alone, is insufficient to support a collective encompassing 1,187 drivers at fourteen hubs across four states. The Fort Worth hub employs 142 of the 1,187 drivers in the proposed collective — approximately 12% — and operates under management practices specific to that hub. Plaintiff offers no basis for the assumption that Mr. Delano's experience at HUB-01 is representative of the experience of the other 1,045 drivers at the remaining thirteen hubs. Under Swales, the Court is not required to indulge that assumption, and the evidence before the Court affirmatively refutes it.

To the extent Plaintiff submitted declarations from other drivers, those declarations are conclusory and fail to provide the factual specificity necessary for the Court to assess commonality. Rather than describing specific facts regarding the declarants' working conditions, hours, pay, autonomy, delivery acceptance behavior, route selection, or other factors bearing on the economic reality test, these declarations recite legal conclusions — for example, statements that "I was treated as an employee" or "SLG controlled my work" — that merely parrot the standards from Plaintiff's legal brief. Conclusory declarations of this nature are entitled to little weight under Swales, which requires the court to rigorously scrutinize the evidence rather than accept plaintiffs' characterizations at face value. See Swales, 985 F.3d at 441–42; Williams, 2022 WL 1085217, at *4 (N.D. Tex.).

In contrast to Plaintiff's thin evidentiary showing, Stonefield has submitted a substantial record establishing the material differences among the proposed collective members. The Declaration of Trevor Sandoval (Ex. A) provides a detailed, hub-by-hub description of SLG's operations, including specific information regarding delivery type mixes, management practices, and levels of driver autonomy at each of the fourteen hubs. The Declaration of Karen Lund (Ex. B) identifies the three ICOA versions in use, the number of drivers who signed each version, and the key differences among the versions — including the arbitration clause and collective action waiver present in ICOA v3.0. The Declaration of Dennis Faulkner (Ex. C) provides specific information about the operational practices at the Fort Worth hub (HUB-01), including practices that were unique to that hub and not replicated at other locations. And the Declaration of Dr. Priya Ramanathan (Ex. D) provides a comprehensive statistical and economic analysis confirming that the proposed collective members' hours, pay, acceptance rates, route behavior, and multi-platform engagement vary in statistically significant ways that are incompatible with collective treatment.

When the Court weighs the evidence submitted by both parties — as Swales instructs it must — the conclusion is clear: Plaintiff has failed to demonstrate that the proposed collective members are similarly situated, and conditional certification should be denied.

C. The Proposed Collective Is Overbroad Because Approximately 640 Drivers Are Subject to Enforceable Arbitration Agreements with Collective Action Waivers

1. Approximately 640 Drivers Signed ICOA v3.0 Containing an Arbitration Clause and Collective Action Waiver. Of the 1,187 drivers in the proposed collective, approximately 640 signed ICOA v3.0 — the January 2023 revision of SLG's standard Independent Contractor Operating Agreement. ICOA v3.0 contains a mandatory individual arbitration clause requiring that all disputes arising out of or relating to the ICOA, including any claim that the signatory is an employee rather than an independent contractor, be resolved through binding individual arbitration administered by the American Arbitration Association under its Employment Arbitration Rules. The arbitration clause also contains an express class and collective action waiver, which provides, in relevant part:

"The Contractor agrees that any claim, dispute, or controversy arising out of or relating to this Agreement, including any claim that the Contractor is or was an employee of SLG, shall be resolved exclusively through binding individual arbitration. The Contractor expressly waives any right to participate in any class action, collective action, or representative proceeding, whether in court, in arbitration, or in any other forum. The Contractor agrees that claims shall be brought only in the Contractor's individual capacity and not as a plaintiff, class member, or collective member in any purported class, collective, or representative action."

See Ex. F (ICOA v3.0 Arbitration Clause and Collective Action Waiver, Excerpts); Ex. B (Lund Decl.) at ¶¶ 11–15 (confirming that approximately 640 of the 1,187 relevant-period drivers signed ICOA v3.0 containing this provision). Ms. Lund's declaration further confirms that SLG maintains executed copies of each driver's ICOA in its records and can identify each of the approximately 640 v3.0 signatories by name, hub, and date of execution. Id. at ¶¶ 14–15.

2. The Arbitration Clause and Collective Action Waiver Are Enforceable Under the FAA. The enforceability of the arbitration clause and collective action waiver contained in ICOA v3.0 is compelled by the Federal Arbitration Act, 9 U.S.C. § 1 et seq., and controlling Supreme Court precedent.

In Granite Harbor Systems. v. Lewis, 584 U.S. 497 (2018), the Supreme Court held that the FAA requires courts to enforce arbitration agreements as written, including agreements that contain class and collective action waivers, and that the National Labor Relations Act does not override the FAA's mandate. The Ridgeway Services Inc. Court explained that the FAA reflects "a liberal federal policy favoring arbitration" and that courts must "rigorously enforce arbitration agreements according to their terms." Id. at 507–08 (internal quotation omitted). The Court rejected the argument that the FLSA's collective action provision, 29 U.S.C. § 216(b), creates a nonwaivable right to proceed collectively, holding instead that employees may lawfully agree to resolve their FLSA claims through individual arbitration. Id. at 515–21.

One year later, in Lamps Plus, Inc. v. Varela, 587 U.S. 281 (2019), the Court reaffirmed that arbitration agreements cannot be construed to authorize class or collective proceedings absent the parties' clear and unambiguous consent to class arbitration. The Lamps Plus Court emphasized that "consent is essential" to the enforcement of arbitration agreements and that "class arbitration, to the extent it is authorized, must be based on consent rather than coercion." Id. at 291. Here, the ICOA v3.0 arbitration clause expressly and unambiguously waives the right to participate in any collective proceeding, and no driver who signed ICOA v3.0 consented to collective arbitration or collective litigation.

Plaintiff may attempt to argue that the FAA § 1 transportation worker exemption renders the arbitration clause unenforceable. That argument fails. Section 1 of the FAA provides that "nothing herein contained shall apply to contracts of employment of seamen, railroad employees, or any other class of workers engaged in foreign or interstate commerce." 9 U.S.C. § 1. The Supreme Court has construed this exemption narrowly, holding that it applies only to workers belonging to a "class of workers engaged in foreign or interstate commerce" — that is, workers who are actually engaged in the interstate transportation of goods. See New Prime, Inc. v. Oliveira, 586 U.S. 105, 116 (2019); Saxon v. Southwest Airlines Co., 596 U.S. 450, 457–58 (2022).

In Saxon, the Court explained that the § 1 exemption "focuses on the performance of work" and asks whether the worker belongs to a "class of workers" who are "actually engaged in the movement of goods in interstate commerce (or in work so closely related thereto as to be practically a part of it)." Id. at 458. The Court held that a ramp supervisor who frequently loaded and unloaded cargo from airplanes traveling in interstate and international commerce fell within the exemption because her work was "so closely related to the interstate transportation of goods" as to be "practically a part of it." Id. at 462–63. The Saxon Court was careful to note, however, that the exemption does not extend to all workers in the transportation industry — only to those whose work involves the actual movement of goods across state lines or is so closely related to such movement as to be practically indistinguishable from it. Id. at 461.

SLG's delivery drivers do not fall within this narrow exemption. SLG's drivers perform intrastate last-mile and regional deliveries within the borders of a single state — Texas, Oklahoma, Louisiana, or Arkansas. They pick up packages from an SLG distribution hub located within their state and deliver those packages to residential or commercial addresses within the same state. They do not transport goods across state lines and do not engage in interstate commerce within the meaning of FAA § 1. Even if some drivers at hubs located near state borders (e.g., Shreveport, Louisiana, HUB-11; Texarkana-area deliveries) occasionally made deliveries that crossed state lines, such isolated instances do not render the drivers members of a "class of workers engaged in foreign or interstate commerce." The exemption applies to the class of workers, not to individual delivery assignments, and the class of SLG last-mile delivery drivers is not engaged in interstate commerce. See Saxon, 596 U.S. at 458; New Prime, 586 U.S. at 116.

Finally, the arbitration clause in ICOA v3.0 satisfies all additional requirements for enforceability under applicable law. The clause is supported by adequate consideration — specifically, the mutual agreement of both parties to arbitrate disputes and the continuation of the contracting relationship. The clause is not procedurally unconscionable: it was presented in a written agreement that the drivers had the opportunity to review before signing, it is written in clear and accessible language, and the drivers were not coerced or pressured into signing. Nor is the clause substantively unconscionable: it provides for arbitration under the American Arbitration Association's Employment Arbitration Rules, which afford procedural protections comparable to those available in federal court, and it does not impose unreasonable costs or limitations on the drivers' ability to vindicate their statutory rights. The clause also contains a valid delegation clause, requiring that any challenges to the enforceability of the arbitration provision itself be resolved by the arbitrator.

3. The Overbreadth of the Proposed Collective Warrants Denial or, at Minimum, Narrowing. The presence of approximately 640 drivers who are bound by enforceable arbitration agreements with collective action waivers fundamentally undermines Plaintiff's assertion that all 1,187 drivers share a common factual and legal posture amenable to collective resolution. At a minimum, these 640 drivers must be excluded from any conditionally certified collective, reducing the potential collective from 1,187 to approximately 547 drivers.

Stonefield expressly reserves the right to file a separate motion to compel individual arbitration and dismiss the collective claims of the approximately 640 ICOA v3.0 signatories. The present Response addresses the arbitration issue in the context of the overbreadth of the proposed collective, but Stonefield's position should not be construed as a waiver of its right to seek affirmative relief with respect to the enforceability of the v3.0 arbitration agreements.

Even if the Court were to exclude the approximately 640 v3.0 signatories, the remaining approximately 547 drivers (v1.0 and v2.0 signatories) are not similarly situated for the reasons described in Parts IV.A and IV.D of this Response. The material differences in ICOA terms between v1.0 and v2.0, the hub-level operational variations, and the individual-level differences in driver autonomy and entrepreneurial opportunity described above all apply with equal force to the non-arbitration cohor

IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION
DEFENDANT STONEFIELD LOGISTICS GROUP INC.'S RESPONSE IN OPPOSITION TO PLAINTIFF'S MOTION FOR CONDITIONAL CERTIFICATION PURSUANT TO 29 U.S.C. § 216(b)
Defendant Stonefield Logistics Group Inc. ("Stonefield," "SLG," or "Defendant"), by and through its undersigned counsel, Calderwood & Harkness LLP, respectfully submits this Response in Opposition to Plaintiff Marcus Delano's Motion for Conditional Certification Pursuant to 29 U.S.C. § 216(b) (ECF No. 24) and, in support thereof, states as follows:
TABLE OF CONTENTS
• Table of Authorities
• Preliminary Statement
• Statement of Facts
A. Stonefield Logistics Group Inc. — Company Background
B. SLG's Distribution Hub Network
C. The Independent Contractor Operating Agreements (ICOAs)
D. The Named Plaintiff — Marcus Delano
E. Plaintiff's Damages Theory
F. Procedural History
• Legal Standard
A. FLSA Collective Action Framework — 29 U.S.C. § 216(b)
B. The Fifth Circuit's Swales Framework
C. Standard Applied to Independent Contractor Misclassification Cases
• Argument
A. Plaintiff Fails to Demonstrate That the Approximately 1,187 Drivers Are "Similarly Situated"
B. Plaintiff's Declarations Are Conclusory and Insufficient Under Swales
C. The Proposed Collective Is Overbroad Because Approximately 640 Drivers Are Subject to Enforceable Arbitration Agreements with Collective Action Waivers
D. The Economic Reality Test Requires Individualized Inquiries That Are Incompatible with Collective Treatment
E. The Court Should Deny Conditional Certification in Its Entirety, or in the Alternative, Substantially Narrow the Proposed Collective
• Conclusion
• Certificate of Service
• Appendix of Exhibits
TABLE OF AUTHORITIES
Cases
Statutes and Rules
I. PRELIMINARY STATEMENT
Stonefield Logistics Group Inc. ("Stonefield" or "SLG") is a Delaware-incorporated, Texas-headquartered transportation and logistics company that specializes in last-mile delivery, regional freight, and white-glove delivery services. SLG operates fourteen distribution hubs across four states — Texas, Oklahoma, Louisiana, and Arkansas — and engages approximately 1,450 drivers under Independent Contractor Operating Agreements ("ICOAs"). During the relevant period identified by Plaintiff (April 30, 2022 through the present), 1,187 unique drivers signed and performed services under ICOAs at one or more of SLG's fourteen hubs.
Plaintiff Marcus Delano is a former delivery driver who performed last-mile residential delivery services from SLG's Fort Worth distribution hub (HUB-01) from March 2021 through September 2024. Mr. Delano signed a single version of the ICOA — the 2018 original template (v1.0) — and performed services exclusively at one of SLG's fourteen hubs. Despite the narrowness of his own experience, Mr. Delano now seeks conditional certification of a collective encompassing all 1,187 drivers who performed services for SLG during the relevant period, spanning fourteen hubs, three materially different ICOA versions, multiple delivery service types, and vastly different levels of operational autonomy. Plaintiff's Motion should be denied.
Stonefield opposes conditional certification on four principal and independently sufficient grounds.
First, Plaintiff fails to demonstrate that the approximately 1,187 drivers across fourteen hubs, three ICOA versions, multiple delivery types, and varying levels of operational autonomy are "similarly situated" under the rigorous standard established by the United States Court of Appeals for the Fifth Circuit in Swales v. KLLM Transport Services, L.L.C., 985 F.3d 430 (5th Cir. 2021). The Swales framework requires this Court to rigorously scrutinize whether putative collective members share sufficiently common factual and legal circumstances to warrant collective treatment — not to rubber-stamp a plaintiff's request for notice simply because he has filed a complaint and attached a declaration. The evidence before the Court demonstrates that SLG's fourteen hubs operate with materially different customer bases, delivery territory configurations, delivery type mixes, local management practices, and degrees of driver autonomy. These differences are not cosmetic; they go to the core of the FLSA economic reality test that would govern each driver's classification.
Second, Plaintiff's declarations are conclusory, based solely on Mr. Delano's personal experience at a single hub (Fort Worth, HUB-01), and fail to provide a factual basis for collective-wide commonality. To the extent Plaintiff offers any additional declarations, they merely parrot legal conclusions without supplying the factual specificity that the Swales framework demands. The Court should not accept such declarations at face value, particularly when Stonefield has offered detailed counter-evidence — including declarations from senior operations personnel and an expert statistical analysis — establishing that the proposed collective encompasses individuals whose working conditions, contractual terms, and economic relationships with SLG differ in material respects.
Third, the proposed collective is overbroad because approximately 640 of the 1,187 drivers signed ICOA v3.0 (the January 2023 revision), which contains an enforceable mandatory individual arbitration clause with an express class and collective action waiver. Under Granite Harbor Systems. v. Lewis, 584 U.S. 497 (2018), and Lamps Plus, Inc. v. Varela, 587 U.S. 281 (2019), these agreements must be enforced according to their terms, and the drivers who signed them are not eligible for inclusion in a § 216(b) collective. The FAA § 1 transportation worker exemption does not rescue Plaintiff's position because SLG's drivers perform intrastate last-mile and regional deliveries and are not members of a "class of workers engaged in foreign or interstate commerce" within the meaning of that narrow statutory exclusion. See Saxon v. Southwest Airlines Co., 596 U.S. 450 (2022); New Prime, Inc. v. Oliveira, 586 U.S. 105 (2019). The inclusion of these 640 drivers in the proposed collective further demonstrates the overbreadth and unsuitability of Plaintiff's certification request.
Fourth, expert statistical and economic analysis by Dr. Priya Ramanathan of Corbin Risk Advisors LLC — based on a comprehensive review of RouteSync dispatch data, GPS telematics logs, and pay records for all 1,187 drivers — confirms statistically significant variance in hours worked, gross pay, delivery acceptance rates, route deviation frequency, and multi-platform engagement across SLG's fourteen hubs. Dr. Ramanathan's analysis establishes that the proposed collective encompasses drivers whose experiences are so dissimilar that collective adjudication would devolve into 1,187 individualized mini-trials — precisely the outcome that the "similarly situated" requirement of § 216(b) is designed to prevent.
For each of these reasons, and as explained in detail below, conditional certification should be denied in its entirety. In the alternative, should the Court be inclined to permit any form of conditional certification, the collective should be substantially narrowed to exclude all arbitration-bound drivers, limited to the named plaintiff's hub and ICOA version, and subjected to a revised notice procedure that accurately reflects the scope of any conditionally certified collective.
II. STATEMENT OF FACTS
A. Stonefield Logistics Group Inc. — Company Background
Stonefield Logistics Group Inc. was founded in 2011 and is incorporated under the laws of the State of Delaware (Charter No. 6247183). SLG is headquartered at 4200 Commerce Gateway Blvd., Suite 800, Irving, Texas 75039, and is registered with the Texas Secretary of State (Filing No. 0803127465). Since its founding, SLG has grown into a substantial transportation and logistics enterprise specializing in three principal service lines: (1) last-mile residential delivery, which constitutes the core of SLG's business and involves the transport of packages from SLG's distribution hubs to end consumers; (2) regional freight services, involving the movement of larger commercial shipments within defined geographic territories; and (3) white-glove delivery services, which involve the delivery, installation, and assembly of furniture, appliances, and other large items requiring specialized handling and customer interaction.
In July 2019, Ridgepoint Capital Partners Fund III, LP acquired a 72% controlling equity stake in SLG for approximately $285 million, providing the capital infusion that enabled SLG's expansion to its current fourteen-hub footprint. For fiscal year 2024, SLG reported consolidated revenue of $312.7 million and earnings before interest, taxes, depreciation, and amortization (EBITDA) of $28.4 million, reflecting the competitive and margin-constrained nature of the last-mile delivery sector.
SLG's senior leadership team includes Gerald Wynn, Chief Executive Officer; Margaret Hollis, General Counsel; Aaron Turcotte, Chief People Officer; Trevor Sandoval, Vice President of Operations; and Karen Lund, Director of Driver Relations. Each of these individuals has provided testimony or declarations relevant to the issues presented in this Response, and their roles are described in further detail below as they become relevant.
B. SLG's Distribution Hub Network
SLG operates fourteen distribution hubs across four states: Texas, Oklahoma, Louisiana, and Arkansas. Each hub serves as a regional distribution center from which drivers pick up packages and other items for delivery to end consumers and commercial recipients within defined geographic territories. The hubs vary significantly in size, delivery volume, customer base, delivery type mix, geographic coverage area, and local management structure. These differences are not incidental — they reflect SLG's deliberate operational model, in which hub managers are empowered to adapt their operations to local market conditions, customer needs, and driver availability.
The following table summarizes SLG's fourteen hubs, their locations, and the approximate number of unique drivers who performed services at each hub during the relevant period (April 30, 2022 through the present):
See Exhibit G (SLG Distribution Hub Summary Table).
As the Declaration of Trevor Sandoval, SLG's Vice President of Operations, explains in detail, the material differences among these hubs are extensive and operationally significant. See Ex. A (Sandoval Decl.) at ¶¶ 7–42. By way of example, the Houston hub (HUB-03) is SLG's largest facility, with 195 drivers, and its delivery mix is approximately 80% standard last-mile delivery and 20% white-glove delivery, serving a large metropolitan area with dense residential neighborhoods and suburban subdivisions. In contrast, the Lubbock hub (HUB-13), SLG's smallest with 29 drivers, serves a predominantly rural and semi-rural territory, has a delivery mix of approximately 95% standard last-mile delivery and 5% white-glove delivery, and operates with a single hub manager who exercises minimal oversight over day-to-day driver activities. Id. at ¶¶ 18, 33. Similarly, the Oklahoma City hub (HUB-06) serves a mix of urban and suburban customers with a moderate proportion of white-glove deliveries (approximately 30%), while the Shreveport hub (HUB-11) serves a smaller market with limited demand for white-glove services. Id. at ¶¶ 24, 36.
These operational differences are not merely a matter of geography and scale. They translate directly into differences in the degree of control exercised over drivers, the autonomy available to drivers in scheduling and route selection, the types of deliveries performed, the compensation earned, and the nature of each driver's relationship with SLG — all of which are central to the economic reality test that governs the employment-versus-independent-contractor classification inquiry at the heart of this case.
C. The Independent Contractor Operating Agreements (ICOAs)
Throughout its history, SLG has engaged delivery drivers under written Independent Contractor Operating Agreements ("ICOAs"). Three versions of the ICOA template have been in use during the relevant period:
ICOA v1.0 (2018). The original ICOA template was drafted by Pennfield & Daye LLP, a Fort Worth-based employment law firm that served as SLG's outside employment counsel from 2017 through 2022. ICOA v1.0 established the foundational framework for SLG's relationship with its delivery drivers, including provisions governing independent contractor classification, per-delivery compensation, delivery assignment through SLG's dispatch platform, vehicle and equipment requirements, and SLG branding obligations. ICOA v1.0 did not contain an arbitration clause or a class/collective action waiver.
ICOA v2.0 (August 2020). The first revision to the ICOA template was implemented in August 2020. ICOA v2.0 retained the essential structure and most provisions of v1.0 but included updated language regarding subcontracting (permitting drivers to engage substitute drivers subject to SLG's background check and safety inspection requirements), revised insurance and indemnification provisions, and updated vehicle specifications. Like v1.0, ICOA v2.0 did not contain an arbitration clause or a class/collective action waiver.
ICOA v3.0 (January 2023). The second and most recent revision to the ICOA template was implemented in January 2023. ICOA v3.0 incorporated all changes from v2.0 and introduced two significant additions: (1) a mandatory individual arbitration clause requiring that all disputes arising out of or relating to the ICOA be resolved through binding arbitration administered by the American Arbitration Association under its Employment Arbitration Rules, with an express waiver of the right to participate in any class, collective, or representative action; and (2) updated subcontracting provisions that further expanded drivers' ability to engage substitute drivers. See Ex. F (ICOA v3.0 Arbitration Clause and Collective Action Waiver, Excerpts).
Certain terms are common across all three ICOA versions and are summarized below:
• Classification. All ICOAs classify the driver as an independent contractor, not an employee of SLG.
• Payment. Drivers are compensated on a per-delivery basis. Per-delivery rates range from $14.50 to $38.00, depending on package weight, delivery distance, and delivery type (standard last-mile delivery vs. white-glove delivery). White-glove deliveries, which involve installation, assembly, or specialized handling, command higher per-delivery rates.
• Delivery Assignment. Deliveries are assigned and managed through SLG's proprietary dispatch platform, RouteSync, which provides drivers with available delivery assignments, suggested routes, estimated delivery windows, and package information. Drivers may accept or decline available deliveries through the RouteSync application.
• Delivery Windows. The standard delivery window is 7:00 AM to 8:00 PM, Monday through Saturday. Drivers are not required to work any particular hours or days within this window but are expected to be available during the hours for which they have accepted delivery assignments.
• GPS Tracking. SLG provides drivers with a telematics device that records GPS location, vehicle speed, and other operational data during delivery hours. SLG represents that the telematics data is used for customer service purposes (e.g., providing customers with estimated delivery times) and safety monitoring.
• Minimum Acceptance Rate. Each ICOA establishes a minimum delivery acceptance rate of 85% per rolling 30-day period. A driver whose acceptance rate falls below 85% may be subject to a "performance review" and, upon repeated failure to meet the minimum, potential termination of the ICOA.
• Vehicle Requirements. Drivers must use their own personal vehicles meeting SLG specifications (cargo van or box truck, model year 2015 or newer, having passed SLG's safety inspection). Drivers are responsible for all vehicle acquisition, maintenance, insurance, fuel, and operating costs.
• Branding Requirements. All ICOAs require drivers to wear SLG-branded uniforms, carry SLG identification badges, and affix SLG vehicle placards to their vehicles during deliveries.
• Non-Compete. All ICOAs contain a non-competition covenant prohibiting the driver from providing last-mile delivery services for a competing logistics company within a 50-mile radius of the driver's assigned hub for a period of twelve months following termination of the ICOA.
Key differences across the three ICOA versions are summarized in the ICOA Version Comparison Chart attached as Exhibit E. The most significant difference is the addition of the mandatory individual arbitration clause and collective action waiver in ICOA v3.0. Additionally, the subcontracting provisions evolved across versions, with v1.0 containing the most restrictive subcontracting language and v3.0 containing the most permissive. These contractual differences bear directly on the economic reality test factors — particularly the degree of control exercised by SLG and the drivers' opportunity for profit or loss — and confirm that drivers operating under different ICOA versions are not "similarly situated" for purposes of § 216(b).
Of the 1,187 unique drivers who performed services during the relevant period, approximately 640 signed ICOA v3.0 (the January 2023 revision containing the arbitration clause and collective action waiver). See Ex. B (Lund Decl.) at ¶¶ 11–15. The remaining approximately 547 drivers signed either ICOA v1.0 or ICOA v2.0.
D. The Named Plaintiff — Marcus Delano
Named Plaintiff Marcus Delano performed last-mile residential delivery services from SLG's Fort Worth distribution hub (HUB-01), located at 1015 Railhead Parkway, Fort Worth, Texas 76106, from approximately March 2021 through September 2024. Mr. Delano signed the original 2018 ICOA (v1.0), which does not contain an arbitration clause or collective action waiver.
During his tenure, Mr. Delano performed standard last-mile residential deliveries in the Fort Worth metropolitan area, operating from HUB-01 under the supervision of Hub Manager Dennis Faulkner. Mr. Delano alleges in his declaration that he "regularly worked 55 to 65 hours per week." Based on SLG's GPS telematics data and RouteSync dispatch logs, Mr. Delano's average weekly active service time was approximately 58 hours per week during the relevant period — a figure that is broadly consistent with (though more precise than) his own estimate.
Mr. Delano's average weekly gross compensation during calendar year 2023 was approximately $1,247, yielding an effective hourly rate of approximately $21.50 per hour ($1,247 ÷ 58 hours). Mr. Delano alleges that SLG exercised sufficient control over his work — including mandatory uniforms, GPS tracking, required delivery windows, and prohibitions on subcontracting (as applicable under ICOA v1.0) — to establish an employment relationship under the FLSA economic reality test, and that SLG's failure to pay him overtime compensation for hours worked in excess of forty per week constitutes a violation of 29 U.S.C. § 207.
Mr. Delano seeks to represent a collective of all SLG delivery drivers classified as independent contractors during the period from April 30, 2022, through the date of final judgment — a period reflecting the three-year FLSA limitations period for willful violations.
E. Plaintiff's Damages Theory
Plaintiff's damages theory, as set forth in his Motion and supporting brief, assumes that all 1,187 drivers in the proposed collective worked identical hours, earned identical pay, and were subjected to identical working conditions. Specifically, Plaintiff calculates damages as follows:
• Effective hourly rate: $21.50 per hour (based on Delano's individual experience).
• FLSA overtime rate (1.5×): $21.50 × 1.5 = $32.25 per hour.
• Estimated overtime hours per week: 18 hours (based on Delano's alleged 58-hour average workweek minus 40 hours).
• Unpaid overtime per week per driver: 18 hours × ($32.25 − $21.50) = $193.50.
• Weeks in the relevant period (April 30, 2022 through approximately August 2025): approximately 161 weeks.
• Per-driver estimated damages: $193.50 × 161 weeks = $31,153.50.
• Collective-wide single damages: 1,187 drivers × $31,153.50 = $36,979,204.50.
• With FLSA liquidated damages (equal amount for willful violations): $73,958,409.00.
This damages theory is fundamentally flawed because it improperly assumes uniformity of hours, pay, and working conditions across all 1,187 drivers and 14 hubs. As the evidence submitted herewith demonstrates — and as Dr. Ramanathan's statistical analysis confirms — the hours worked, pay earned, delivery acceptance rates, and working conditions of SLG's drivers vary dramatically from hub to hub and from driver to driver. Many drivers worked well below 40 hours per week during the relevant period and therefore suffered no overtime deprivation whatsoever. The assumption that all 1,187 drivers can be treated as clones of Marcus Delano is without evidentiary foundation and confirms the inappropriateness of collective treatment.
F. Procedural History
The procedural history of this matter is as follows:
• April 30, 2025: Plaintiff Marcus Delano filed his Complaint (ECF No. 1) through counsel of record, Claudia Hartwell and Jordan Brashear of Hartwell & Brashear PLLC, asserting claims under the Fair Labor Standards Act, 29 U.S.C. § 207, for alleged unpaid overtime compensation and related claims under the Texas Payday Law, Tex. Lab. Code Ann. § 61.001 et seq.
• June 2, 2025: Stonefield filed its Answer and Affirmative Defenses (ECF No. 9), asserting fourteen affirmative defenses, including independent contractor status, failure to state a claim, arbitration enforceability, statute of limitations, and failure to satisfy the requirements for conditional certification under § 216(b).
• June 16, 2025: The parties filed their Joint Rule 26(f) Report (ECF No. 12).
• June 18, 2025: The Court held a Rule 16 Scheduling Conference before Magistrate Judge Timothy Farrell (ECF No. 14).
• June 20, 2025: The Court entered its Scheduling Order (ECF No. 15), establishing a discovery cutoff of March 15, 2026, a dispositive motion deadline of April 30, 2026, and a trial setting of September 14, 2026.
• July 14, 2025: Plaintiff filed his Motion for Conditional Certification Pursuant to 29 U.S.C. § 216(b) (ECF No. 24), together with supporting brief, the Declaration of Marcus Delano, and additional declarations.
• August 13, 2025: Stonefield files this Response in Opposition.
• August 27, 2025: Plaintiff's Reply is due under the Local Rules.
III. LEGAL STANDARD
A. FLSA Collective Action Framework — 29 U.S.C. § 216(b)
Section 216(b) of the Fair Labor Standards Act provides that a collective action to recover unpaid overtime compensation may be "maintained against any employer . . . by any one or more employees for and in behalf of himself or themselves and other employees similarly situated." 29 U.S.C. § 216(b). Unlike class actions under Federal Rule of Civil Procedure 23, in which absent class members are bound by the judgment unless they affirmatively opt out, FLSA collective actions require putative members to affirmatively "opt in" by filing written consent to join the lawsuit. Id. This structural distinction reflects Congress's deliberate decision to require each FLSA collective member to make a conscious and informed choice to participate in the litigation.
Because the FLSA does not define "similarly situated" or prescribe a procedure for determining when conditional certification is appropriate, district courts have developed frameworks to guide this inquiry. For many years, courts — including courts in the Northern District of Texas — applied a two-stage approach derived from the decision of the United States District Court for the District of New Jersey in Lusardi v. Xeroxx Corp., 118 F.R.D. 351 (D.N.J. 1987). Under Lusardi, the first stage — "conditional certification" — involved a preliminary, "fairly lenient" determination of whether the named plaintiff had made a "modest factual showing" that putative collective members were "similarly situated." If the named plaintiff cleared this threshold, the court would authorize notice to putative collective members, who could then choose to opt in. After discovery was completed, the second stage involved a more rigorous "decertification" analysis, at which the defendant could move to decertify the collective on the basis of a fuller evidentiary record.
The Lusardi framework served as the dominant approach across federal courts for over three decades, and its lenient first-stage standard resulted in conditional certification being granted in the vast majority of cases in which it was sought. As the Fifth Circuit recognized in Swales, however, this near-automatic grant of conditional certification was difficult to justify and often led to significant litigation costs and settlement pressure before the merits of the underlying claims — or the appropriateness of collective treatment — were ever meaningfully examined.
B. The Fifth Circuit's *Swales* Framework
In Swales v. KLLM Transport Services, L.L.C., 985 F.3d 430 (5th Cir. 2021), the United States Court of Appeals for the Fifth Circuit fundamentally revised the approach to conditional certification in this Circuit. The Fifth Circuit rejected the mechanical two-step Lusardi framework as insufficiently rigorous and instructed district courts to "rigorously scrutinize the realm of 'similarly situated' determinations" from the outset — that is, at the very first stage of the analysis, before any notice is sent to putative collective members. Id. at 441–43.
The Swales court held that the proper approach requires the district court to identify, at the outset, "what facts and legal considerations will be material to determining whether a group of 'ichthyologically similar' employees" is sufficiently alike to warrant collective treatment. Id. at 441. Once those material facts and legal considerations are identified, the court should "authorize preliminary discovery if necessary" and then "analyze[] whether and to what extent the putative class members actually are similarly situated." Id. at 443.
Critically, under Swales, the court may — and should — consider all available evidence at the initial stage, including merits-relevant evidence and evidence submitted by the defendant. Id. at 441–42. The Fifth Circuit expressly rejected the prior convention, prevalent under the Lusardi framework, of reflexively declining to consider defense evidence at the notice stage. Id. at 440 ("[T]he district court should not balk at considering evidence . . . just because some or all of that evidence may be relevant to the merits."). Instead, the court must engage with the substance of whether the putative collective members are actually similarly situated, evaluating the totality of the evidence presented by both parties.
The Swales standard is more rigorous than the lenient standard previously applied in this District and elsewhere. Under Swales, the burden rests squarely on the plaintiff to demonstrate that the putative collective members share a sufficient degree of factual and legal commonality to justify collective treatment. The plaintiff cannot satisfy this burden by merely asserting that putative collective members are similarly situated or by submitting conclusory declarations that parrot legal standards. Rather, the plaintiff must provide the court with a factual basis — grounded in evidence, not assumption — for concluding that the putative collective members' claims are amenable to resolution on a common basis.
C. Standard Applied to Independent Contractor Misclassification Cases
The "similarly situated" inquiry is particularly demanding in cases, like this one, in which the underlying claim turns on the alleged misclassification of workers as independent contractors rather than employees. The FLSA "economic reality" test that governs the employee-versus-independent-contractor classification is inherently individualized, requiring a fact-specific analysis of each worker's actual relationship with the putative employer. See Hopkins v. Cornerstone Am., 545 F.3d 338, 343 (5th Cir. 2008) ("the 'economic reality' of the relationship governs, and . . . there is no shorthand formula or magic phrase that can be applied to find the answer" (internal quotation omitted)); Tolentino v. C & J Spec-Rent Servs., Inc., 716 F.3d 875, 881–82 (5th Cir. 2013).
The economic reality test requires evaluation of at least six factors on a case-by-case basis: (1) the degree of control exercised by the putative employer over the manner and means of the worker's performance; (2) the worker's opportunity for profit or loss depending on the worker's managerial skill; (3) the worker's investment in equipment or materials required for the work; (4) the degree of skill required for the work; (5) the permanence of the working relationship; and (6) the extent to which the work performed is an integral part of the putative employer's business. Hopkins, 545 F.3d at 343. No single factor is dispositive, and the test demands a totality-of-the-circumstances analysis that is uniquely resistant to collective adjudication.
As courts in this District and elsewhere have recognized, the individualized nature of the economic reality test makes collective treatment appropriate in misclassification cases only when the evidence demonstrates a sufficiently uniform scheme of misclassification — that is, only when the putative employer applied a single, company-wide policy of control that was experienced in materially the same way by all putative collective members. See Chanaud v. Endeavor Info. Sys., LLC, No. 3:19-cv-2038-K, 2020 WL 1862652, at 3–4 (N.D. Tex. Apr. 14, 2020); Williams v. Cintas Corp., No. 3:20-cv-3645-X, 2022 WL 1085217, at 3 (N.D. Tex. Apr. 11, 2022). Where, as here, the evidence reveals material variations in the contractual terms, operational practices, and working conditions experienced by the putative collective members, collective treatment is inappropriate and conditional certification must be denied.
IV. ARGUMENT
A. Plaintiff Fails to Demonstrate That the Approximately 1,187 Drivers Are "Similarly Situated"
Plaintiff bears the burden of showing, through evidence and not mere assertion, that the approximately 1,187 drivers he seeks to include in the proposed collective are "similarly situated" within the meaning of 29 U.S.C. § 216(b) as interpreted by the Fifth Circuit in Swales. Plaintiff has not carried this burden. To the contrary, the extensive evidentiary record before the Court — including declarations from SLG's senior operations personnel, detailed hub-by-hub operational data, a comparison of the three materially different ICOA versions, and the expert statistical analysis of Dr. Priya Ramanathan — demonstrates that the proposed collective encompasses individuals whose working conditions, contractual terms, and economic relationships with SLG differ in material respects that preclude collective treatment.
1. Material Variations Across 14 Distribution Hubs Defeat Commonality. The proposed collective spans fourteen distribution hubs in four states, ranging in size from 29 drivers at the Lubbock hub (HUB-13) to 195 drivers at the Houston hub (HUB-03). As the Declaration of Trevor Sandoval, SLG's Vice President of Operations, explains in detail, these hubs are not cookie-cutter replicas of one another. Each hub operates under different local management, with distinct customer bases, delivery territories, delivery type mixes, and — most critically for purposes of the "similarly situated" inquiry — varying levels of driver autonomy and operational oversight. See Ex. A (Sandoval Decl.) at ¶¶ 7–42.
The differences among hubs are directly material to the economic reality test. The "degree of control" factor — widely recognized as the most important factor in the test — cannot be assessed on a collective basis because the degree of control actually exercised over drivers differs from hub to hub. At some hubs, drivers operate with near-complete scheduling autonomy, choosing when and whether to log into the RouteSync platform, which deliveries to accept, and how to sequence and route their deliveries with minimal oversight from the hub manager. At other hubs, the hub manager plays a more active role in dispatch coordination, delivery scheduling, and follow-up on delivery completion. Id. at ¶¶ 22–30.
For example, the Fort Worth hub (HUB-01) — the only hub at which the named plaintiff worked — operates under the management of Dennis Faulkner, who, as his declaration confirms, maintained certain practices specific to HUB-01 that were not uniformly implemented at other hubs. See Ex. C (Faulkner Decl.) at ¶¶ 5–18. Mr. Faulkner's management of HUB-01 included daily morning check-in communications, specific delivery sequencing guidance for high-priority deliveries, and periodic ride-along observations — practices that Mr. Sandoval's declaration confirms were not standard at all SLG hubs. See Ex. A (Sandoval Decl.) at ¶¶ 38–40. The degree of control experienced by a driver at the Fort Worth hub under Mr. Faulkner's management is simply not comparable to the experience of a driver at the Lubbock hub (HUB-13), where a single hub manager oversees 29 drivers across a vast rural territory and exercises minimal day-to-day oversight, or at the Oklahoma City hub (HUB-06), where a different management approach prevails.
Similarly, the delivery type mix varies substantially across hubs. Hubs with a higher proportion of white-glove deliveries (e.g., HUB-06, Oklahoma City, at approximately 30% white-glove) involve different skill requirements, different per-delivery compensation rates, different customer interactions, and different equipment needs than hubs that are predominantly standard last-mile operations. These differences implicate multiple economic reality test factors — including the degree of skill required, the worker's investment in equipment, and the opportunity for profit or loss — and cannot be resolved through a single, collective-wide determination.
Plaintiff's Motion glosses over these hub-level differences entirely, offering no evidence — indeed, no argument — that conditions at HUB-01 in Fort Worth are representative of conditions at the other thirteen hubs. This failure is fatal to Plaintiff's certification request under Swales, which requires the plaintiff to provide a factual basis for the conclusion that putative collective members are similarly situated, rather than simply assuming uniformity across a large and diverse workforce. See Swales, 985 F.3d at 441–43.
2. Three Materially Different ICOA Versions Create Distinct Contractual Relationships. The proposed collective encompasses drivers who signed one of three materially different ICOA versions, each containing different operative terms that bear directly on the economic reality test. As described above in Part II.C and detailed in the ICOA Version Comparison Chart (Ex. E), the three versions differ in at least two significant respects: (1) the presence or absence of a mandatory individual arbitration clause with a collective action waiver, and (2) the scope of the subcontracting provisions.
The arbitration and collective action waiver provisions present in ICOA v3.0 are addressed in detail in Part IV.C below. But the differences among the ICOA versions extend beyond the arbitration clause and have independent relevance to the "similarly situated" inquiry.
The subcontracting provisions are illustrative. Under ICOA v1.0 (the version signed by the named plaintiff), drivers were subject to more restrictive subcontracting limitations that effectively prohibited the use of substitute drivers without prior SLG approval. Under ICOA v2.0, the subcontracting provisions were liberalized to permit drivers to engage substitute drivers subject to SLG's background check and safety inspection requirements. Under ICOA v3.0, the subcontracting provisions were further expanded, giving drivers broader latitude to delegate delivery assignments to qualified substitutes. See Ex. E (ICOA Version Comparison Chart).
The subcontracting provisions are material to the economic reality test because the ability to hire and delegate work to others is a hallmark of independent contractor status. See Hopkins, 545 F.3d at 343. A driver operating under the more restrictive subcontracting provisions of ICOA v1.0 has a different economic relationship with SLG than a driver operating under the more permissive provisions of ICOA v3.0 — and the court's analysis of the "degree of control" and "opportunity for profit or loss" factors would necessarily differ depending on which version of the ICOA governed the driver's relationship. These are not abstract or theoretical differences; they reflect concrete contractual distinctions that would require the Court to conduct separate analyses for each ICOA cohort.
Courts in this Circuit and beyond have consistently recognized that variations in contracts and operating conditions among putative collective members weigh against conditional certification. See Falcon v. Starbucks Corp., 580 F. Supp. 2d 528, 535–36 (S.D. Tex. 2008) (denying conditional certification where putative collective members worked under different agreements and in different locations); Chanaud, 2020 WL 1862652, at *4 (N.D. Tex.) (same). That principle applies with full force here, where the 1,187-driver proposed collective is fractured across three different contractual frameworks, each containing different terms bearing on the classification inquiry.
3. Individual Differences in Driver Autonomy and Entrepreneurial Opportunity. Even apart from the hub-level and contract-level differences described above, the evidence before the Court demonstrates significant individual-level variations among the 1,187 drivers in the proposed collective — variations that go to the heart of the economic reality test and that cannot be resolved on a collective basis.
The economic reality test requires an individualized inquiry into each driver's actual entrepreneurial opportunity — specifically, the ability to profit or suffer loss based on managerial skill and initiative. See Hopkins, 545 F.3d at 343; Quintanilla v. A&R Demolition, Inc., No. 4:18-cv-1866, 2019 WL 689937, at *4 (S.D. Tex. Feb. 19, 2019). SLG's records, including RouteSync dispatch data, GPS telematics logs, and compensation records, demonstrate significant variation among drivers in several key dimensions:
Hours Worked Per Week. SLG's records reflect that drivers' weekly hours varied enormously — from under 20 hours per week for some drivers to over 65 hours per week for others. Many drivers consistently worked 30 hours per week or fewer, well below the 40-hour threshold at which overtime obligations arise. For these drivers, there is no potential overtime claim regardless of their classification status, and their inclusion in a collective premised on uniform overtime deprivation is inappropriate.
Delivery Acceptance Rates. Although the ICOA provides for a minimum acceptance rate of 85% per rolling 30-day period, the actual acceptance rates of individual drivers varied substantially. Some drivers consistently maintained acceptance rates at or near the 85% floor, indicating that they regularly exercised their discretion to decline a significant proportion of dispatched deliveries. Other drivers accepted over 95% of dispatched deliveries, indicating a different approach to the work. These differences in acceptance behavior reflect different levels of driver autonomy and discretion — critical considerations under the "degree of control" factor.
Route Deviation Frequency. SLG's GPS telematics data reveals that some drivers routinely deviated from the routes suggested by the RouteSync platform, choosing alternative routes based on their own knowledge of local traffic patterns, road conditions, and delivery sequencing preferences. Other drivers followed RouteSync-suggested routes almost exclusively. These differences in route behavior reflect different levels of independent judgment and operational autonomy, further undermining the premise of a uniform employer-employee relationship.
Investment in Equipment. SLG's drivers use personal vehicles of widely different types, ages, and values. Some drivers own late-model box trucks costing in excess of $50,000, while others operate older cargo vans with significantly lower acquisition and maintenance costs. Some drivers who perform white-glove deliveries invested in specialized equipment — dollies, moving blankets, assembly tools, and the like — that other drivers do not require. These differences in capital investment are relevant to the "investment in equipment" factor of the economic reality test and vary on an entirely individual basis.
Multi-Platform Engagement. A meaningful percentage of SLG's drivers worked simultaneously for other delivery or logistics platforms during the relevant period, treating their SLG relationship as one of multiple income-generating activities. These drivers — who, in some cases, dedicated more hours to competing platforms than to SLG deliveries — present a fundamentally different economic profile than a driver who devoted substantially all of his working time to SLG. The multi-platform drivers' diversified work arrangements are characteristic of independent contractor status and defeat the premise of a uniform employment relationship across the proposed collective.
These variations are not peripheral or tangential. They go to the core of the six-factor economic reality test and confirm that the proposed collective encompasses individuals whose relationships with SLG differ in ways that require individualized analysis. Collective adjudication in these circumstances would not promote judicial efficiency; it would require the Court to conduct what amounts to 1,187 separate mini-trials, each involving different facts and different applications of the economic reality factors.
4. Expert Analysis Confirms Statistically Significant Variance Across the Proposed Collective. The individual-level and hub-level differences described above are confirmed and quantified by the expert analysis of Dr. Priya Ramanathan of Corbin Risk Advisors LLC. Dr. Ramanathan is a labor economist with more than eighteen years of experience in statistical analysis of workforce data, and she has been engaged by Stonefield to analyze the RouteSync dispatch data, GPS telematics logs, and pay records for the 1,187 drivers across all fourteen hubs during the relevant period. See Ex. D (Ramanathan Decl.) at ¶¶ 1–8.
Dr. Ramanathan's analysis encompasses five principal dimensions of variation among the proposed collective members. Her key findings are summarized below:
Hours Worked. Dr. Ramanathan's analysis reveals statistically significant variance in weekly hours worked both across hubs and within individual hubs. The standard deviation in weekly hours across the 1,187-driver collective is 14.3 hours, with hub-level mean weekly hours ranging from approximately 26.8 hours (HUB-13, Lubbock) to 52.7 hours (HUB-01, Fort Worth). Id. at ¶¶ 15–21. These are not minor fluctuations. A driver working an average of 26.8 hours per week at the Lubbock hub has no overtime claim under any scenario, while a driver averaging 52.7 hours per week at the Fort Worth hub may have a substantial one. Dr. Ramanathan's analysis further demonstrates that approximately 38% of the 1,187 drivers averaged fewer than 40 hours per week during the relevant period, meaning they suffered no overtime deprivation regardless of their classification. Id. at ¶ 22.
Gross Pay. Weekly gross compensation varied significantly across the proposed collective, reflecting differences in delivery volume, delivery type mix, and per-delivery rate composition. The standard deviation in weekly gross pay was $387, with hub-level mean weekly pay ranging from approximately $694 (HUB-13, Lubbock) to $1,389 (HUB-03, Houston). Id. at ¶¶ 23–27. This variation is inconsistent with Plaintiff's damages theory, which assumes a uniform $1,247 weekly gross pay figure extrapolated from Delano's personal experience at a single hub.
Delivery Acceptance Rates. The distribution of delivery acceptance rates across the proposed collective is wide and statistically significant. While the ICOA establishes an 85% minimum, actual acceptance rates ranged from approximately 84% (drivers hovering just above the threshold) to over 99% (drivers who declined virtually no deliveries). The interquartile range was 87.2% to 94.6%, indicating that a substantial proportion of drivers regularly exercised meaningful discretion in selecting which deliveries to perform. Id. at ¶¶ 28–32.
Route Deviation Frequency. Dr. Ramanathan measured route deviation frequency as the percentage of completed deliveries for which a driver's actual route deviated from the RouteSync-suggested route by more than 10% of total distance. The collective-wide mean deviation frequency was 31.4%, but this average masks enormous variation: some drivers deviated on fewer than 5% of deliveries, while others deviated on more than 60%. Id. at ¶¶ 33–37. These differences in route behavior are relevant to the degree of autonomy exercised by individual drivers and cannot be assessed on a collective basis.
Multi-Platform Engagement. Dr. Ramanathan's analysis, based on a combination of survey data and publicly available platform information, estimated that approximately 27% of SLG's drivers during the relevant period simultaneously maintained active accounts with at least one other delivery or logistics platform (e.g., competing last-mile delivery services, food delivery platforms, and freight brokerage services). Id. at ¶¶ 38–42. These multi-platform drivers' economic profiles differ materially from single-platform drivers, and their inclusion in a collective premised on a uniform, exclusive SLG employment relationship is unjustified.
Dr. Ramanathan's statistical analysis — conducted using accepted econometric methodologies and based on the universe of available data for all 1,187 drivers — establishes that the proposed collective encompasses drivers whose experiences are so dissimilar that collective adjudication would devolve into 1,187 individualized mini-trials. This is precisely the outcome that the "similarly situated" requirement of § 216(b) is designed to prevent, and it independently warrants denial of conditional certification.
B. Plaintiff's Declarations Are Conclusory and Insufficient Under *Swales*
Plaintiff's Motion for Conditional Certification rests primarily on the declaration of named plaintiff Marcus Delano and a small number of additional declarations from other drivers. This evidentiary showing is inadequate to satisfy Plaintiff's burden under Swales.
Mr. Delano's declaration is limited to his personal experience at a single hub — the Fort Worth hub (HUB-01) — over a specific period (March 2021 through September 2024), under a single ICOA version (v1.0, the 2018 original). Mr. Delano's declaration offers no evidence — and, indeed, claims no knowledge — of the working conditions, contractual terms, or economic relationships experienced by drivers at any of the other thirteen SLG hubs. Nor does Mr. Delano's declaration address the material differences among the three ICOA versions, the variations in hub-level management practices, or the range of individual driver behaviors that the evidence submitted by Stonefield demonstrates exist across the proposed collective.
Mr. Delano's experience, standing alone, is insufficient to support a collective encompassing 1,187 drivers at fourteen hubs across four states. The Fort Worth hub employs 142 of the 1,187 drivers in the proposed collective — approximately 12% — and operates under management practices specific to that hub. Plaintiff offers no basis for the assumption that Mr. Delano's experience at HUB-01 is representative of the experience of the other 1,045 drivers at the remaining thirteen hubs. Under Swales, the Court is not required to indulge that assumption, and the evidence before the Court affirmatively refutes it.
To the extent Plaintiff submitted declarations from other drivers, those declarations are conclusory and fail to provide the factual specificity necessary for the Court to assess commonality. Rather than describing specific facts regarding the declarants' working conditions, hours, pay, autonomy, delivery acceptance behavior, route selection, or other factors bearing on the economic reality test, these declarations recite legal conclusions — for example, statements that "I was treated as an employee" or "SLG controlled my work" — that merely parrot the standards from Plaintiff's legal brief. Conclusory declarations of this nature are entitled to little weight under Swales, which requires the court to rigorously scrutinize the evidence rather than accept plaintiffs' characterizations at face value. See Swales, 985 F.3d at 441–42; Williams, 2022 WL 1085217, at *4 (N.D. Tex.).
In contrast to Plaintiff's thin evidentiary showing, Stonefield has submitted a substantial record establishing the material differences among the proposed collective members. The Declaration of Trevor Sandoval (Ex. A) provides a detailed, hub-by-hub description of SLG's operations, including specific information regarding delivery type mixes, management practices, and levels of driver autonomy at each of the fourteen hubs. The Declaration of Karen Lund (Ex. B) identifies the three ICOA versions in use, the number of drivers who signed each version, and the key differences among the versions — including the arbitration clause and collective action waiver present in ICOA v3.0. The Declaration of Dennis Faulkner (Ex. C) provides specific information about the operational practices at the Fort Worth hub (HUB-01), including practices that were unique to that hub and not replicated at other locations. And the Declaration of Dr. Priya Ramanathan (Ex. D) provides a comprehensive statistical and economic analysis confirming that the proposed collective members' hours, pay, acceptance rates, route behavior, and multi-platform engagement vary in statistically significant ways that are incompatible with collective treatment.
When the Court weighs the evidence submitted by both parties — as Swales instructs it must — the conclusion is clear: Plaintiff has failed to demonstrate that the proposed collective members are similarly situated, and conditional certification should be denied.
C. The Proposed Collective Is Overbroad Because Approximately 640 Drivers Are Subject to Enforceable Arbitration Agreements with Collective Action Waivers
1. Approximately 640 Drivers Signed ICOA v3.0 Containing an Arbitration Clause and Collective Action Waiver. Of the 1,187 drivers in the proposed collective, approximately 640 signed ICOA v3.0 — the January 2023 revision of SLG's standard Independent Contractor Operating Agreement. ICOA v3.0 contains a mandatory individual arbitration clause requiring that all disputes arising out of or relating to the ICOA, including any claim that the signatory is an employee rather than an independent contractor, be resolved through binding individual arbitration administered by the American Arbitration Association under its Employment Arbitration Rules. The arbitration clause also contains an express class and collective action waiver, which provides, in relevant part:
"The Contractor agrees that any claim, dispute, or controversy arising out of or relating to this Agreement, including any claim that the Contractor is or was an employee of SLG, shall be resolved exclusively through binding individual arbitration. The Contractor expressly waives any right to participate in any class action, collective action, or representative proceeding, whether in court, in arbitration, or in any other forum. The Contractor agrees that claims shall be brought only in the Contractor's individual capacity and not as a plaintiff, class member, or collective member in any purported class, collective, or representative action."
See Ex. F (ICOA v3.0 Arbitration Clause and Collective Action Waiver, Excerpts); Ex. B (Lund Decl.) at ¶¶ 11–15 (confirming that approximately 640 of the 1,187 relevant-period drivers signed ICOA v3.0 containing this provision). Ms. Lund's declaration further confirms that SLG maintains executed copies of each driver's ICOA in its records and can identify each of the approximately 640 v3.0 signatories by name, hub, and date of execution. Id. at ¶¶ 14–15.
2. The Arbitration Clause and Collective Action Waiver Are Enforceable Under the FAA. The enforceability of the arbitration clause and collective action waiver contained in ICOA v3.0 is compelled by the Federal Arbitration Act, 9 U.S.C. § 1 et seq., and controlling Supreme Court precedent.
In Granite Harbor Systems. v. Lewis, 584 U.S. 497 (2018), the Supreme Court held that the FAA requires courts to enforce arbitration agreements as written, including agreements that contain class and collective action waivers, and that the National Labor Relations Act does not override the FAA's mandate. The Ridgeway Services Inc. Court explained that the FAA reflects "a liberal federal policy favoring arbitration" and that courts must "rigorously enforce arbitration agreements according to their terms." Id. at 507–08 (internal quotation omitted). The Court rejected the argument that the FLSA's collective action provision, 29 U.S.C. § 216(b), creates a nonwaivable right to proceed collectively, holding instead that employees may lawfully agree to resolve their FLSA claims through individual arbitration. Id. at 515–21.
One year later, in Lamps Plus, Inc. v. Varela, 587 U.S. 281 (2019), the Court reaffirmed that arbitration agreements cannot be construed to authorize class or collective proceedings absent the parties' clear and unambiguous consent to class arbitration. The Lamps Plus Court emphasized that "consent is essential" to the enforcement of arbitration agreements and that "class arbitration, to the extent it is authorized, must be based on consent rather than coercion." Id. at 291. Here, the ICOA v3.0 arbitration clause expressly and unambiguously waives the right to participate in any collective proceeding, and no driver who signed ICOA v3.0 consented to collective arbitration or collective litigation.
Plaintiff may attempt to argue that the FAA § 1 transportation worker exemption renders the arbitration clause unenforceable. That argument fails. Section 1 of the FAA provides that "nothing herein contained shall apply to contracts of employment of seamen, railroad employees, or any other class of workers engaged in foreign or interstate commerce." 9 U.S.C. § 1. The Supreme Court has construed this exemption narrowly, holding that it applies only to workers belonging to a "class of workers engaged in foreign or interstate commerce" — that is, workers who are actually engaged in the interstate transportation of goods. See New Prime, Inc. v. Oliveira, 586 U.S. 105, 116 (2019); Saxon v. Southwest Airlines Co., 596 U.S. 450, 457–58 (2022).
In Saxon, the Court explained that the § 1 exemption "focuses on the performance of work" and asks whether the worker belongs to a "class of workers" who are "actually engaged in the movement of goods in interstate commerce (or in work so closely related thereto as to be practically a part of it)." Id. at 458. The Court held that a ramp supervisor who frequently loaded and unloaded cargo from airplanes traveling in interstate and international commerce fell within the exemption because her work was "so closely related to the interstate transportation of goods" as to be "practically a part of it." Id. at 462–63. The Saxon Court was careful to note, however, that the exemption does not extend to all workers in the transportation industry — only to those whose work involves the actual movement of goods across state lines or is so closely related to such movement as to be practically indistinguishable from it. Id. at 461.
SLG's delivery drivers do not fall within this narrow exemption. SLG's drivers perform intrastate last-mile and regional deliveries within the borders of a single state — Texas, Oklahoma, Louisiana, or Arkansas. They pick up packages from an SLG distribution hub located within their state and deliver those packages to residential or commercial addresses within the same state. They do not transport goods across state lines and do not engage in interstate commerce within the meaning of FAA § 1. Even if some drivers at hubs located near state borders (e.g., Shreveport, Louisiana, HUB-11; Texarkana-area deliveries) occasionally made deliveries that crossed state lines, such isolated instances do not render the drivers members of a "class of workers engaged in foreign or interstate commerce." The exemption applies to the class of workers, not to individual delivery assignments, and the class of SLG last-mile delivery drivers is not engaged in interstate commerce. See Saxon, 596 U.S. at 458; New Prime, 586 U.S. at 116.
Finally, the arbitration clause in ICOA v3.0 satisfies all additional requirements for enforceability under applicable law. The clause is supported by adequate consideration — specifically, the mutual agreement of both parties to arbitrate disputes and the continuation of the contracting relationship. The clause is not procedurally unconscionable: it was presented in a written agreement that the drivers had the opportunity to review before signing, it is written in clear and accessible language, and the drivers were not coerced or pressured into signing. Nor is the clause substantively unconscionable: it provides for arbitration under the American Arbitration Association's Employment Arbitration Rules, which afford procedural protections comparable to those available in federal court, and it does not impose unreasonable costs or limitations on the drivers' ability to vindicate their statutory rights. The clause also contains a valid delegation clause, requiring that any challenges to the enforceability of the arbitration provision itself be resolved by the arbitrator.
3. The Overbreadth of the Proposed Collective Warrants Denial or, at Minimum, Narrowing. The presence of approximately 640 drivers who are bound by enforceable arbitration agreements with collective action waivers fundamentally undermines Plaintiff's assertion that all 1,187 drivers share a common factual and legal posture amenable to collective resolution. At a minimum, these 640 drivers must be excluded from any conditionally certified collective, reducing the potential collective from 1,187 to approximately 547 drivers.
Stonefield expressly reserves the right to file a separate motion to compel individual arbitration and dismiss the collective claims of the approximately 640 ICOA v3.0 signatories. The present Response addresses the arbitration issue in the context of the overbreadth of the proposed collective, but Stonefield's position should not be construed as a waiver of its right to seek affirmative relief with respect to the enforceability of the v3.0 arbitration agreements.
Even if the Court were to exclude the approximately 640 v3.0 signatories, the remaining approximately 547 drivers (v1.0 and v2.0 signatories) are not similarly situated for the reasons described in Parts IV.A and IV.D of this Response. The material differences in ICOA terms between v1.0 and v2.0, the hub-level operational variations, and the individual-level differences in driver autonomy and entrepreneurial opportunity described above all apply with equal force to the non-arbitration cohor

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

TABLE OF CONTENTS

TABLE OF AUTHORITIES

I. PRELIMINARY STATEMENT

II. STATEMENT OF FACTS

III. LEGAL STANDARD

IV. ARGUMENT

Record

Parties

Dates

Amounts