Gil

IN THE UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

QUANTIX LIQUID

TRANSPORTATION, INC.,

Plaintiff, Case No. 25-cv-4637

v. Judge Mary M. Rowland

ALEJANDRO GIL, GIL’S

TRANSPORTATION SERVICES, LLC

A/K/A GIL’S TRANSPORT, LLC, AND

SINDLE TRUCKING, LLC,

Defendants.

MEMORANDUM OPINION AND ORDER

Before the Court are Defendant Alejandro Gil (“Gil”), Gil’s Transportation

Services, LLC a/k/a Gil’s Transport, LLC’s (“Gil’s Transport”) (collectively the “Gil

Defendants”), and Sindle Trucking, LLC’s (“Sindle” or “Sindle Trucking”) motions to

dismiss the Second Amended Complaint. [66]; [68]. All Defendants move pursuant to

Rule 12(b)(6) and Sindle Trucking additionally moves pursuant to Rule 12(b)(2). For

the reasons stated herein, Sindle Trucking’s motion [68] is granted, and the Gil

Defendants’ motion [66] is granted in part and denied in part.

I. Background

The following factual allegations taken from the Second Amended Complaint

[64] are accepted as true for the purpose of resolving the motion to dismiss. See Lax

v. Mayorkas, 20 F.4th 1178, 1181 (7th Cir. 2021).

Defendant Alejandro Gil is the sole owner of Defendant Gil’s Transport, a

trucking business based in South Houston, Texas. [64] ¶ 8. Gil’s Transport has been

an independent contractor of Plaintiff Quantix for several years. Id. ¶ 8. On or around

November 12, 2024, Gil’s Transport and Quantix signed their last renewed

independent contractor agreement (the “IC Agreement”).1 Id. The IC Agreement set

forth the terms of the relationship and obligations between the Gil Defendants and

Quantix. Under the IC Agreement, Plaintiff agreed to provide the Gil Defendants

insurance and possible trucking routes while the Gil Defendants agreed to provide

Quantix with the use of Gil’s Transport’s fleet of trucks and drivers to service the

routes the Gil Defendants accepted from Quantix. IC Agreement § 1. The IC

Agreement does not contain a non-solicitation, non-competition, or non-

disparagement provision, although it does include a confidentiality provision. Id.

§ 25.1. After becoming aware of multiple instances of Gil’s Transport’s alleged misuse

of Quantix’s information, Quantix issued a written Notice of Termination on or

around April 23, 2025 pursuant to which the relationship between Gil’s Transport

and Quantix would wind down and complete the IC Agreement on May 7, 2025. [64]

¶ 11. Gil stopped running trucks for Quantix on April 27, 2025; ahead of the May 7,

2025 wind down date. Id. ¶ 25.

Quantix contends Gil breached the IC Agreement and abused Quantix’s

resources by engaging in various prohibited conduct. Beginning at least in March

1 When deciding a motion to dismiss, “a court may consider . . . documents that are attached to the

complaint, documents that are central to the complaint and are referred to in it, and information that

is properly subject to judicial notice.” Williamson v. Curran, 714 F.3d 432, 436 (7th Cir. 2013).

Although the IC Agreement is not attached to the Second Amended Complaint, Quantix cites to the

Agreement at length, including an allegation that the Agreement was attached. See [64] ¶ 7. Thus, the

Court will consider the IC Agreement, which was filed with the initial Complaint. [1] at 17–55.

2025, Gil solicited Quantix customers to move their business with him from Quantix

to another business named Sindle Trucking2, including by sending emails to

customers disparaging Quantix to encourage them to move their business with him

to Sindle, and inviting customers out to eat to inform them of his future plans to

separate from Quantix and move to Sindle. [64] at 14–17, 21. Additionally, Gil filmed

Quantix driver training sessions with his commentary about the drivers being

“unqualified” and sent the videos to Quantix customers to disparage the company. Id.

¶ 24. Gil also sent to his personal email address Quantix’s company information,

including lists of Quantix employed drivers and Microsoft Word versions of contractor

agreements developed by Quantix. Id. ¶¶ 18, 20. Using his password-protected access

to driver lists and contracts, Gil also solicited at least one Quantix employee driver

to work with him at Sindle. Id. ¶ 23. Gil emailed Quantix’s contractor agreements,

such as the 3P-ICOA, to Sindle. Id. ¶ 20. Finally, Gil “accepted loads within Quantix’s

load board system only to then fail to dispatch the loads until the last minute” to

provide inside knowledge of the loads to Sindle Trucking. Id. ¶ 19.

Gil’s Transport and Gil have used Quantix’s company documents to duplicate

Quantix’s operations to the benefit of Sindle. Id. ¶ 22. For example, Sindle allegedly

has pursued and contracted with a host of former Quantix drivers that were either

under contract with or otherwise part of Quantix’s network. Id. Additionally, Sindle

2 Sindle Trucking is an Arkansas limited liability company and its sole member is a resident of

Arkansas. [64] ¶ 4; [69-1] ¶ 4 (Declaration of Neil Voorhees). Its sole office and principal place of

business is in Arkansas. [64] ¶ 4; [69-1] ¶ 5 (Voorhees Decl.). Sindle has no customers in Illinois, does

not employ any persons in Illinois, does not advertise in Illinois, and does not maintain any registration

or licenses in Illinois. [69-1] ¶¶ 7–9, 11. Less than five percent of Sindle Trucks drive through Illinois.

Id. ¶ 10.

has secured lanes in areas in which the company previously had no business due to

Gil’s breaches and confidential information he shared. Id.

Quantix brought this seven count suit against the Gil Defendants and Sindle

Trucking. Counts I through IV against the Gil Defendants allege breach of several IC

Agreement provisions, breach of fiduciary duty, misappropriation of trade secrets in

violation of the Illinois Uniform Trade Secrets Act (“ITSA”), 765 ILCS 1065, and

tortious interference with business relationship. Counts V and VI against Sindle

Trucking allege tortious interference with business relationship as well as aiding and

abetting. Count VII against all Defendants alleges civil conspiracy. Before the Court

now are Defendants’ motions to dismiss. [66]; [68].

II. Standards

a. Rule 12(b)(2)

Under Rule 12(b)(2), a court may dismiss a claim for lack of personal

jurisdiction over the defendant. Fed. R. Civ. P. 12(b)(2). The plaintiff need not allege

facts concerning personal jurisdiction in her complaint, but “once the defendant

moves to dismiss the complaint under Federal Rule of Civil Procedure 12(b)(2) for

lack of personal jurisdiction, the plaintiff bears the burden of demonstrating the

existence of jurisdiction.” Curry v. Revolution Labs., LLC, 949 F.3d 385, 392 (7th Cir.

2020) (quoting Purdue Rsch. Found. v. Sanofi-Synthelabo, S.A., 338 F.3d 773, 782

(7th Cir. 2003)). When a court rules on a Rule 12(b)(2) motion based upon written

submissions without holding an evidentiary hearing, the plaintiff need only establish

a prima facie case of personal jurisdiction. Curry, LLC, 949 F.3d at 392–93; GCIU-

Employer Ret. Fund v. Goldfarb Corp., 565 F.3d 1018, 1023 (7th Cir. 2009). Where,

as here, a defendant submits an affidavit regarding personal jurisdiction, this Court

accepts as true any facts in the affidavit that do not conflict with the complaint or the

plaintiff’s submissions. Curry, 949 F.3d at 393. “Under the prima facie standard, the

plaintiff is entitled to have any conflicts in the affidavits (or supporting materials)

resolved in its favor.” Purdue Rsch. Found., 338 F.3d at 783.

A federal court sitting in diversity has personal jurisdiction over a defendant

if the state in which the court sits would have such jurisdiction. Kipp v. Ski Enter.

Co. of Wis., 783 F.3d 365, 697 (7th Cir. 2015). Illinois, the forum state, has a long-arm

statute that grants jurisdiction coextensive with the U.S. Constitution’s Due Process

Clause. See Kipp, 783 F.3d at 697 (Illinois). Accordingly, the state and federal

inquires merge and personal jurisdiction exists if it comports with federal due

process. Id.

b. Rule 12(b)(6)

“To survive a motion to dismiss under Rule 12(b)(6), the complaint must

provide enough factual information to state a claim to relief that is plausible on its

face and raise a right to relief above the speculative level.” Haywood v. Massage Envy

Franchising, LLC, 887 F.3d 329, 333 (7th Cir. 2018) (quoting Camasta v. Jos. A. Bank

Clothiers, Inc., 761 F.3d 732, 736 (7th Cir. 2014)); see also Fed. R. Civ. P. 8(a)(2)

(requiring a complaint to contain a “short and plain statement of the claim showing

that the pleader is entitled to relief”). A court deciding a Rule 12(b)(6) motion

“construe[s] the complaint in the light most favorable to the plaintiff, accept[s] all

well-pleaded facts as true, and draw[s] all reasonable inferences in the plaintiff’s

favor.” Lax, 20 F.4th at 1181. However, the court need not accept as true “statements

of law or unsupported conclusory factual allegations.” Id. (quoting Bilek v. Fed. Ins.

Co., 8 F.4th 581, 586 (7th Cir. 2021)). “While detailed factual allegations are not

necessary to survive a motion to dismiss, [the standard] does require ‘more than mere

labels and conclusions or a formulaic recitation of the elements of a cause of action to

be considered adequate.’” Sevugan v. Direct Energy Servs., LLC, 931 F.3d 610, 614

(7th Cir. 2019) (quoting Bell v. City of Chicago, 835 F.3d 736, 738 (7th Cir. 2016)).

Dismissal for failure to state a claim is proper “when the allegations in a

complaint, however true, could not raise a claim of entitlement to relief.” Bell Atl.

Corp. v. Twombly, 550 U.S. 544, 558 (2007). Deciding the plausibility of the claim is

“a context-specific task that requires the reviewing court to draw on its judicial

experience and common sense.” McCauley v. City of Chicago, 671 F.3d 611, 616 (7th

Cir. 2011) (quoting Ashcroft v. Iqbal, 556 U.S. 662, 679 (2009)).

III. Analysis

a. Sindle Trucking’s 12(b)(2) Motion

Sindle Trucking moves to dismiss the Second Amended Complaint under Rule

12(b)(2). [69] at 5–9. Sindle Trucking argues the Court lacks general and specific

personal jurisdiction over them in connection with Quantix’s asserted claims. As

explained herein, the Court agrees it lacks personal jurisdiction and Defendant

Sindle Trucking is dismissed.

Absent consent, courts recognize two types of personal jurisdiction: general or

specific jurisdiction. Vanegas v. Signet Builders, Inc., 113 F.4th 718, 722 (7th Cir.

2024). Plaintiff does not address and therefore concedes that this Court lacks general

jurisdiction over Sindle Trucking. Bonte v. U.S. Bank, N.A., 624 F.3d 461, 466 (7th

Cir. 2010) (“Failure to respond to an argument . . . results in waiver.”); Alioto v. Town

of Lisbon, 651 F.3d 715, 721 (7th Cir. 2011) (“Longstanding under our case law is the

rule that a person waives an argument by failing to make it before the district court.”).

Thus, the only issue before this Court is whether specific jurisdiction exists.

Specific jurisdiction over an out-of-state defendant “depends on an affiliation

between the forum and the underlying controversy.” Goodyear Dunlop Tires

Operations, S.A. v. Brown, 564 U.S. 915, 919 (2011) (cleaned up). “To support an

exercise of specific personal jurisdiction, the defendant’s contacts with the forum

state must directly relate to the challenged conduct or transaction.” Tamburo v.

Dworkin, 601 F.3d 693, 702 (7th Cir. 2010). A plaintiff must prove three “essential

requirements” to establish specific jurisdiction: (1) “the defendant’s contacts with the

forum state must show that it purposefully availed [itself] of the privilege of

conducting business in the forum state or purposefully directed [its] activities at the

state,” (2) the “alleged injury must have arisen out of the defendant’s forum-related

activities,” and (3) “any exercise of personal jurisdiction must comport with

traditional notions of fair play and substantial justice.” Lexington Ins. Co. v. Hotai

Ins. Co., 938 F.3d 874, 878 (7th Cir. 2019) (citations omitted).

i. Purposeful Availment

Where, as here, the plaintiff’s claims are for intentional torts, the purposeful

availment inquiry focuses on whether the conduct underlying the claims was

purposely directed at the forum state. Tamburo, 601 F.3d at 702. In such cases, courts

look to whether the plaintiff has shown “(1) intentional conduct (or ‘intentional and

allegedly tortious’ conduct); (2) expressly aimed at the forum state; (3) with the

defendant’s knowledge that the effects would be felt—that is, the plaintiff would be

injured—in the forum state.” Id. at 703 (citing Calder v. Jones, 465 U.S. 783, 789–90

(1984)). This is known as the Calder test.

The Calder assessment is focused on the acts and activities of the defendant.

Walden v. Fiore, 571 U.S. 277, 284 (2014). The relationship between the defendant

and the forum “must arise out of contacts that the ‘defendant himself’ creates with

the forum State.” Walden, 571 U.S. at 284 (quoting Burger King Corp. v. Rudzewicz,

471 U.S. 462, 475 (1985)) (emphasis in both opinions); Rogers v. City of Hobart, Ind.,

996 F.3d 812, 819 (7th Cir. 2021) (same). Specific personal jurisdiction cannot arise

solely from the actions of a plaintiff or third parties. Walden, 571 U.S. at 284.

Additionally, a defendant’s minimum contacts must be with the forum itself and not

merely with a person who resides there or an entity at home there. Id. at 285. In other

words, “the plaintiff cannot be the only link between the defendant and the forum.

Rather, it is the defendant’s conduct that must form the necessary connection with

the forum State that is the basis for its jurisdiction over him.” Id. at 285.

Here Plaintiff asserts personal jurisdiction is established because Sindle

Trucking participated in a conspiracy to raid Quantix, an Illinois-based entity, and

interfered with the IC Agreement, an Illinois-based contract. [74] at 5; see also [64]

¶ 89 (Sindle “directed its misconduct towards an Illinois entity, Quantix, and an

Illinois contract, the IC Agreement”). Furthermore, Plaintiff alleges Sindle damaged

Quantix’s operations, including customer relationships; and solicited drivers and

confidential information. [74] at 5; see also [64] ¶¶ 14–15 (Gil solicited Quantix

customers at the behest of or in coordination with Sindle); ¶ 19 (Sindle used

knowledge of canceled loads to acquire information about Quantix’s customers); ¶ 22

(Sindle has pursued and contracted with drivers who were either under contract with

Quantix or a part of Quantix’s network as well as secured lanes in new-to-Sindle

territory); ¶¶ 91, 98 (Sindle enticed the Gil Defendants to poach Quantix’s customers

and employees). Quantix argues this alleged misconduct supports a finding of

personal jurisdiction because these customer relationships, drivers, and confidential

information have a “home base” in Illinois.3 [74] at 5.

In sum, Quantix contends specific jurisdiction arises only from the

foreseeability of its and third parties’ connections to Illinois. Quantix does not allege

any connections between Sindle Trucking and Illinois: no allegations of solicitation of

drivers or customers who work in or are otherwise located in Illinois; no allegations

of confidential information transmitted from Illinois, and no allegations of any

communications to, from, or in Illinois. Quantix has not alleged a single fact from

which this Court can infer that Sindle took any purposeful action of any kind in or

3 Quantix does not allege any of the customers or drivers Sindle Trucking allegedly solicited are or

were located in Illinois. See [64]. To the extent Plaintiff’s response brief can be construed as asserting

as much, ([74] at 5 (“[Sindle] cause[d] damages to operations in Illinois (including customer

relationships established in Illinois) . . . and solicit[d] drivers and confidential information, both of

which have a ‘home base’ in Illinois”)), the Court considers Quantix’s arguments from those filings,

but it does not consider any new facts presented within the filings. It is axiomatic that complaints

cannot be amended through response briefs. Agnew v. Nat’l Collegiate Athletic Ass’n, 683 F.3d 328,

348 (7th Cir. 2012) (“the complaint may not be amended by the briefs in opposition to a motion to

dismiss”).

directed at Illinois. Although Sindle’s conduct may have “targeted” Quantix, that

conduct cannot be said to “target” Illinois. These are precisely the connections deemed

insufficient by Walden and its progeny.4

Plaintiff’s case law is unavailing. Stearney v. Harman, 586 F. Supp. 2d 901

(N.D. Ill. 2008), which has never been cited by any other court, misapplied the Calder

test and found the defendants, who were located in and committed the alleged

interfering acts in Indiana alone, could reasonably foresee being sued in Illinois,

where the interfered-with relationship was centered. 586 F. Supp. 2d at 904–5. But

“after Walden there can be no doubt that ‘the plaintiff cannot be the only link between

the defendant and the forum.’ Any decision that implies otherwise can no longer be

considered authoritative.” Advanced Tactical Ordnance Systems, LLC v. Real Action

Paintball, Inc., 751 F.3d 796, 802 (7th Cir. 2014) (internal citation omitted) (quoting

Walden, 571 U.S. at 285). Guaranteed Rate, Inc. v. Rorvig, 2022 WL 4182436 (N.D.

Ill. Sept. 13, 2022) is factually distinguishable because the plaintiff there alleged the

defendants purposefully directed its activities at Illinois residents, including

solicitation of employees who resided in Illinois who primarily worked on Illinois

business, advertisements in Illinois, and business transactions in Illinois. 2022 WL

4182436, at *4. Quantix makes no similar averments.

Considering the record in its entirety and assessing all evidence, Plaintiff has

failed to show Defendant Sindle Trucking has sufficient minimum contacts in the

4 Plaintiff abandons the “closely related” non-signatory doctrine implied in the pleadings. [64] ¶ 90 n.1

(citing Walls v. VRE Chicago Eleven, LLC, 344 F. Supp. 932 (N.D. Ill. 2018). Thus, this argument is

waived. Alioto, 651 F.3d at 721.

forum. Haling Sindle into court in Illinois would therefore violate due process.

Accordingly, Sindle’s 12(b)(2) motion to dismiss is granted. [68]. Because the Court

dismisses Sindle for lack of personal jurisdiction, the Court does not need to address

Sindle’s alternative argument that the Second Amended Complaint fails to state

claim against it.

ii. Request for Jurisdictional Discovery

Quantix requests it be allowed to conduct jurisdictional discovery if the Court

finds that it has not made out a prima facie case of personal jurisdiction. But a

plaintiff must be able to establish a “colorable” showing of personal jurisdiction before

discovery should be permitted. See Rebel Hosp. LLC v. Rebel Hosp. LLC, 2022 WL

797035, at *6 (N.D. Ill. Mar. 16, 2022); Seo v. H Mart Inc., 2020 WL 5547913, at *4

(N.D. Ill. Sept. 16, 2020).5 A “plaintiff may not rely on ‘bare,’ ‘attenuated,’ or

‘unsupported assertions’ of jurisdiction to justify discovery.” Zurich Am. Ins. Co. v.

Tangiers Int’l LLC, 2018 WL 3770085, at *2 (N.D. Ill. Aug. 9, 2018). “Put differently,

a plaintiff seeking jurisdictional discovery must advance ‘proof to a reasonable

probability’ of the facts necessary to establish federal jurisdiction.” Indag GmbH &

Co. v. IMA S.P.A., 150 F. Supp. 3d 946, 971 (N.D. Ill. 2015) (quoting Anthony v. Sec.

Pac. Pin. Servs., Inc., 75 F.3d 311, 316 (7th Cir. 1996)).

Plaintiff’s request for jurisdictional discovery is denied because it has not made

5 District courts in the Seventh Circuit evaluating requests for jurisdictional discovery frequently rely

on Central States, Southeast and Southwest Areas Pension Fund, which cites Ellis v. Fortune Seas,

Ltd., 175 F.R.D. 308, 312 (S.D. Ind. 1997), but adds the term “prima facie” to this standard without

explanation. 230 F.3d at 946. Since a “prima facie” showing based on the written submissions is

sufficient to establish personal jurisdiction, it seems illogical to apply this standard to a request for

discovery. The Court will apply a “colorable” standard to requests for jurisdictional discovery.

out a colorable case of personal jurisdiction over Sindle Trucking. Indeed, Quantix

does not allege any contacts between Sindle and Illinois. Quantix’s argument that

“there is a high likelihood that some clients and/or drivers [Quantix lost due to

Sindle’s conduct] are domiciled in Illinois” ([74] at 6) is based on mere conjecture and

does not support discovery into Sindle’s suit-related contacts with Illinois.6 See Aoty

Sports, Inc. v. Michael Domesick & AbMill, LLC, 2024 WL 7006412, at *6 (N.D. Ill.

Oct. 31, 2024) (denying jurisdictional discovery where plaintiff failed to raise any non-

speculative basis for believing that defendants have the sort of contacts with Illinois

that might support the exercise of personal jurisdiction over them). Additionally,

Quantix does not articulate what discovery it seeks, why such discovery is necessary,

or how such discovery could advance its arguments. The Court denies Quantix

request for jurisdictional discovery.

b. Gil Defendants’ 12(b)(6) Motion

The Gil Defendants move to dismiss the Second Amended Complaint under

Rule 12(b)(6). [67]. They contend Quantix fails to state a claim for breach of contract,

breach of fiduciary duty, misappropriation under ITSA, tortious interference, and

civil conspiracy. Additionally, the Gil Defendants argue Plaintiff’s claims are

preempted by ITSA. The Court addresses each argument in turn.

i. Breach of Contract

Quantix alleges Defendants breached the following provisions of the IC

Agreement: (a) Section 25.1 protecting Quantix’s confidential matters and trade

6 That less than five percent of Sindle’s trucks pass through Illinois does not help Plaintiff. [69-1] ¶ 10

(Voorhees Decl.). This conduct alone is unrelated to the alleged torts and Quantix’s purported injuries.

secrets; (b) Section 9.8 requiring compliance with shipment specifications dictated by

customers, shippers, and others; (c) Section 10.1 allocating payment of maintenance

costs and road tolls; (d) Section 13.3 mandating Gil Transport return trailing

equipment to Quantix at the termination of the parties’ relationship; (e) Sections 2.3

and 17.2 governing the display of Quantix identification on equipment; and (f) Section

14 relating to reports of crashing or damages incurred during Gil Transport’s

operations under the Agreement. [64] ¶¶ 29–49. To state a claim for breach of

contract under Illinois law, a plaintiff must plead: (1) a valid and enforceable

contract; (2) substantial performance by the plaintiff; (3) a breach by the defendant;

and (4) resultant damages. TAS Distrib. Co., Inc. v. Cummins Engine Co., Inc., 491

F.3d 625, 631 (7th Cir. 2007). The Gil Defendants argue Quantix fails to state a claim

as to any of these provisions of the IC Agreement. [67] at 4–10.

1. IC Agreement § 25.1 - Confidentiality

Section 25.1 of the IC Agreement seeks to protect information Quantix deems

confidential and trade secrets. Relevant here, pursuant to Section 25.1:

[Gil Transport] acknowledges that any list of [Quantix]’s Customers,

including non-public Customer related information, is a valuable,

special, and unique asset of the business of [Quantix]. [Gil’s Transport]

agrees that during and after the term of this Agreement [Gil’s

Transport], including [Gil’s Transport]’s workers, (i) will not disclose the

list of [Quantix’s] customers or any part thereof to any third party for

any reason without [Quantix’s] prior written consent.

Furthermore, under Section 25.1, Gil Transport also agreed and acknowledged it

(ii) will preserve as “Confidential Matters” all trade secrets, know how

and information related to [Quantix]’s business, forms, processes

developments, sales and promotional systems, prices and operations;

and (iii) will regard the Confidential Matters as the sole property of

[Quantix], and will not publish, disclose or disseminate the same to

others without the written consent of [Quantix].

Courts applying Illinois law “will enforce [confidentiality] agreements only when the

information sought to be protected is actually confidential and reasonable efforts

were made to keep it confidential.” Tax Track Sys. Corp. v. New Investor World, Inc.,

478 F.3d 783, 787 (7th Cir. 2007).

The Gil Defendants contend Quantix’s allegations are conclusory and do not

identify the steps necessary to keep the purported confidential information private.

[67] at 5–6. The Court does not agree. See [79] at 2–3 (paragraph-by-paragraph

evaluation). Plaintiff pleads the Gil Defendants breached the confidentiality

provision by Gil emailing Quantix-developed contractor agreements7, Quantix driver

and employee lists, and lists of Quantix equipment to Sindle. [64] ¶¶ 18, 20, 22, 74,

99. Additionally, Quantix alleges the Gil Defendants accepted certain customer loads

to gain confidential information about the loads, which they in turn shared with

Sindle to solicit Quantix’s customers. Id. ¶¶ 19, 34. These are more than threadbare

recitals sufficient to survive a motion to dismiss. Cf. Stericycle, Inc. v. Carney, 2013

WL 3671288, at *6 (N.D. Ill. July 12, 2013) (holding implausible sole allegation

“[u]pon information and belief, . . . [defendant] has been using [plaintiff’s]

confidential information to advise [competitor] concerning [plaintiff’s] business in

order to assist and bolster [competitor] in its efforts to compete with [plaintiff] for

7 To the extent these agreements are available on the public internet, as at least one version is,

allegations that the Gil Defendants emailed Quantix-developed contracts cannot support a claim for

breach of § 25.1. BondPro Corp. v. Siemens Power Generation, Inc., 463, F.3d 702, 706 (7th Cir. 2006)

(“A trade secret that becomes public knowledge is no longer a trade secret.”). Construing the complaint

in the light most favorable to Quantix, as the Court must on a motion to dismiss, Plaintiff’s allegations

are not necessarily limited only to publicly available agreements. Defendants may test this evidence

in discovery.

that business”).

Quantix also alleges it took steps to guard the secrecy of its confidential

information. “[W]hether Plaintiff took sufficient steps to protect its trade secrets,

. . . is . . . a factual inquiry that is unfitting at the motion-to-dismiss stage.” Liion,

LLC v. Vertiv Grp. Corp., 2019 WL 1281977, at *2 (N.D. Ill. Mar. 20, 2019). Quantix

need only allege “facts making it plausible that the relevant information was the

subject of efforts that are reasonable under the circumstances to maintain its secrecy

or confidentiality.” Switchboard Apparatus, Inc. v. Wolfram, 2021 WL 2311969, at *4

(N.D. Ill. June 7, 2021) (internal quotations omitted). Here, Quantix alleges it

required passwords to access its computer systems, load boards, and customer

information; and required the Gil Defendants to sign the confidentiality provision as

part of the IC Agreement. [64] ¶ 9. Access is shut off to confidential information for

those outside the Quantix network and without passwords. Id. ¶ 72. This is sufficient

at this stage of the litigation. See First Fin. Bank, N.A. v. Bauknecht, 71 F. Supp. 3d

819, 842 (C.D. Ill. 2014) (“Nondisclosure agreements, such as the confidentiality

agreement that [the defendant] signed, are important evidence of reasonable steps

[to ensure information remains secret].”). For now, Defendants’ critique is premature.

Quantix has sufficiently stated a claim for breach of Section 25.1.

2. IC Agreement § 9.8 – Customer Specifications

Section 9.8 provides: “[Gil Transport] agrees to comply with all specifications

dictated by shippers, consignees, consignors, brokers, logistics companies, freight

forwarders, other carriers, or other customers . . . communicated to [Gil Transport]

with which [Gil’s Transport] may safely comply without violating Applicable Law or

[Quantix]’s Policies and Procedures….” The Gil Defendants argue “customer

specifications” under Section 9.8 does not include timing of the shipment and even if

it did, Plaintiff does not allege any missed shipments. First, Defendants erroneously

limit this provision to truck specifications when the plain terms of the Agreement

contain no such constraint. La Salle Nat. Bank v. City of Warrenville, 434 N.E.2d 549,

551 (Ill. App. Ct. 2d Dist. 1982) (explaining a court will not add another term about

which an agreement is silent). The Court disagrees with this narrow interpretation.

Second, Quantix alleges the Gil Defendants breached Section 9.8 by accepting “loads

within Quantix’s load board system only to then fail to dispatch the loads until the

last minute.” [64] ¶¶ 19, 34. But Plaintiff does not allege Defendants missed loads.

Instead, Quantix proffers allegations about the Gil Defendants’ hypothetical conduct:

that they “could position Quantix where it had to cancel loads” or that they “should

have taken on loads from Quantix,” not that they actually did. [64] ¶¶ 19, 34

(emphasis added). Accordingly, Quantix has not stated a claim for breach of Section

9.8.

3. IC Agreement § 10.1 – Contractor’s Operating

Expenses

Quantix avers the Gil Defendants have violated Section 10.1 of the IC

Agreement by incurring unpaid tolls and truck washing fees, which are Defendants’

sole responsibility. [64] ¶¶ 35–38. However, Plaintiff concedes in its response brief

that Quantix is responsible for these fees under the IC Agreement. [75] at 8.

Additionally, Quantix newly asserts that the Gil Defendants were not following

protocols necessary for these costs to pass through to the customers and that

unspecified non-compliant conduct (not the failure to pay the costs as alleged)

constitutes a breach. Id. This new theory is too little too late. The Court will not

consider any new facts presented within the briefs. Agnew, 683 F.3d at 348. Plaintiff

has not plausibly stated a claim for breach of Section 10.1.

4. IC Agreement § 13.3 – Return of Trailing Equipment

Section 13.3 requires Gil Transport “to return any [trailer or other unit of

trailing equipment provided to Gil Transport by Quantix] in the same good condition

as received by [Gil Transport] . . . immediately upon [Quantix]’s request or upon

termination of this Agreement.” Quantix sufficiently states a claim for breach of this

provision. Plaintiff alleges the Gil Defendants did not return Trailer #LS508LD and

instead the Defendants worked directly with the lessor of the trailer to secure the

sale of the equipment to Sindle. [64] ¶ 40. Defendants argue Quantix has not

sufficiently pleaded that it provided the missing trailer to Defendants in the first

instance. [67] at 9. But Quantix alleges it leased the trailer and that the trailer was

in Defendants’ possession. [64] ¶ 40. The Court may reasonably infer that Defendants

came into possession of the Quantix-leased trailer because Quantix provided the

trailer to them. Thus, Quantix has sufficiently stated a claim for breach of Section

13.3.

5. IC Agreement §§ 2.3, 17.2 – Carrier Identification

Under Sections 2.3 of the IC Agreement, the Gil Defendants agreed “to remove

all [Quantix] identification” from equipment and either return it or certify its removal

on the later of termination of the Agreement or completion of the services provided

therein. Additionally, Section 17.2 requires the Gil Defendants to “remove or cover

up all [Quantix] identification at the termination of [the] Agreement, or while

operating the Equipment for any purpose other than conducting [Quantix]’s

business.” Plaintiff contends the Defendants have violated these provisions by

displaying Quantix’s federally-issued DOT number while operating for Sindle. [64]

¶ 31. The Court disagrees with Defendants that this allegation is conclusory.

Defendants next argue that Plaintiff has not alleged any damages. [67] at 10. But

Quantix is entitled to liquidated damages of $25 per day that its identification is not

removed or returned following termination. IC Agreement, Appendix A at A-13.

These allegations are sufficient to state a claim for breach of Sections 2.3 and 17.2.

6. IC Agreement § 14 – Crashes, Accidents, Incidents,

and Claims

Section 14 mandates “[Gil Transport] must immediately report to [Quantix]

any crash, collision of the Equipment . . . involving [Gil’s Transport]’s operations

under this Agreement. If any such occurrence is not reported immediately to

[Quantix], [Gil’s Transport] . . . [will] reimburse [Quantix] for all expense incurred as

a result of the failure.” Plaintiff alleges two separate incidents where Gil Transport

caused property damage it did not report or pay for. [64] ¶¶ 42–43. Defendants

contend the allegations lack sufficient factual content to provide them fair notice of

the breach. [67] at 10. The Court disagrees. Quantix alleges the first incident occurred

in Odessa, Texas when Defendants damaged the landing gear of a Quantix trailer.

[64] ¶ 42. The second incident allegedly occurred on or about April 1, 2025 in Sulphur,

Louisiana when Gil Transport damaged a third-party’s fence. Id. ¶ 43. Plaintiff is not

required to plead more than the date, place, and property damaged. Quantix has

stated a plausible claim for breach of Section 14.

In sum, Count I is dismissed in part. Quantix has stated a claim for breach of

Sections 25.1 (confidentiality), 13.3 (return of equipment), 2.3 and 17.2 (carrier

identification), and 14 (reimbursement for damages). Quantix failed to plausibly state

a claim for breach of Sections 9.8 (customer specifications) and 10.1 (contractor

operating expenses).

ii. Breach of Fiduciary Duty

In Count II, Quantix contends the Gil Defendants breached their fiduciary

duties. [64] ¶¶ 53–67. To state a claim for breach of fiduciary duty under Illinois law,

a plaintiff must plead “(1) a fiduciary duty exists; (2) the fiduciary duty was breached;

and (3) the breach proximately caused the injury of which the plaintiff complains.”

Ball v. Kotter, 723 F.3d 813, 826 (7th Cir. 2013) (citing Neade v. Portes, 739 N.E.2d

496, 502 (Ill. 2000)). The Gil Defendants argue Quantix has not and cannot plausibly

allege they owed a fiduciary duty to Plaintiff. [67] at 11–12.

Under Illinois law, a fiduciary duty can arise pursuant to specific legal

relationships, such as principal-agent or “by virtue of circumstances unique to the

parties’ relationship, where one party places trust in another so that the latter gains

superiority and influence over the former.” Landale Signs & Neon, Ltd. v. Runnion

Equip. Co., 2016 WL 7409916, at *4 (N.D. Ill. Dec. 22, 2016) (citing O’Brien v. O’Neill,

2007 WL 684116, at *4 (N.D. Ill. Feb. 28, 2007)). Here, Quantix asserts a fiduciary

duty flows from an agency relationship between Plaintiff and the Gil Defendants. See

[64] ¶¶ 9, 54–55, 57. But the Gil Defendants contest whether Plaintiff pleaded facts

sufficient to establish a principal-agent relationship. [67] at 11–12.

Gil Transport’s status as an independent contractor does not preclude the

existence of a principal-agent relationship as an entity may be both an independent

contractor and an agent owing a fiduciary duty. Restatement (Second) of Agency §

14N (1958). However, a “complaint relying on an agency relationship must plead facts

that, if proven, could establish the existence of an agency relationship.” Tyler v. Bank

of New York Mellon, 2020 WL 2735367, at *6 (N.D. Ill. May 26, 2020. A “mere

allegation of agency is insufficient.” Id. Factors relevant to the question of when an

independent contractor may act as an agent include the right to terminate the

relationship, the nature and character of the work, and the degree of control over the

work retained by each party. Petrovich v. Share Health Plan of Illinois, Inc., 719

N.E.2d 756, 772 (Ill. 1999). The “the cardinal consideration is whether [the

independent contractor] retains the right to control the manner of doing the work.”

Id.

Quantix fails to allege facts of a principal-agency relationship sufficient to give

rise to a fiduciary duty. Instead of asserting how Quantix controlled the manner of

the Gil Defendants’ work or how the Gil Defendants could legally bind Quantix,

Plaintiff focuses on the Gil Defendants’ access to confidential information. See [75] at

10. But trusting another party to maintain “confidential” information is insufficient

to create a fiduciary duty. Landale, 2016 WL 7409916, at *5 (citing Dolmage v.

Combined Ins. Co. of Am., 2015 WL 292947, at *6 (N.D. Ill. Jan. 21, 2015) and Cooney

v. Chicago Public Schools, 943 N.E.2d 23, 29 (Ill. App. Ct. 1st Dist. 2010)). Because

Plaintiff has not plausibly alleged the existence of a principal-agency relationship

between the parties, the Court finds Quantix has not sufficiently pleaded a claim for

breach of fiduciary duty. Accordingly, Count II is dismissed.

iii. Misappropriation under ITSA

In Count III, Plaintiff Quantix alleges the Gil Defendants misappropriated

trade secrets in violation of the Illinois Uniform Trade Secrets Act (“ITSA”), 765 ILCS

1065. To state a claim under ITSA, Plaintiff must allege (1) the presence of a trade

secret; (2) that was misappropriated; and (3) that the defendant subsequently used

in its business. Packaging Corp. of Am., Inc. v. Croner, 419 F. Supp. 3d 1059, 1071

(N.D. Ill. 2020) (citing Composite Marine Propellers, Inc. v. Van Der Woude, 962 F.2d

1263, 1266 (7th Cir. 1992)). To be a protectable trade secret, the at-issue information

must be (1) sufficiently secret to derive economic value from not being generally

known to other persons who can obtain economic value from them, and (2) the subject

of efforts that are reasonable under the circumstances to maintain its secrecy. Inmar,

Inc. v. Vargas, 2018 WL 6716701, at *3 (N.D. Ill. Dec. 21, 2018).

The Gil Defendants challenge whether this information Quantix alleges they

misappropriated constitutes protectable trade secrets. [67] at 12–13. “The existence

of a trade secret ordinarily is a question of fact” and, as multiple Circuit Courts have

observed, is “one of the most elusive and difficult concepts in the law to define.”

Learning Curve Toys, Inc. v. Play Wood Toys, Inc., 342 F.3d 714, 722 (7th Cir. 2003)

(quoting Lear Siegler, inc. v. Ark-Ell Springs. Inc., 569 F.2d 286, 288 (5th Cir. 1978)).

“[C]ourts only dismiss a claim for lack of specificity on the pleadings in the most

extreme cases.” Mission Measurement Corp. v. Blackbaud, Inc., 216 F.Supp.3d 915,

921 (N.D. Ill. 2016) (citation omitted). Thus, “the question of whether certain

information constitutes a trade secret ordinarily is best resolved by a fact finder after

full presentation of evidence from each side.” Id. (citation omitted).

Plaintiff has sufficiently alleged that the confidential information Gil

forwarded to his personal email and Sindle contained Quantix’s trade secrets.

Quantix contends the Gil Defendants misappropriated trade secrets by disclosing a

list of Quantix’s employees and equipment, its contracts and other business

documents, as well as information about customer loads, trucking lanes, equipment,

and potential driver candidates. [64] ¶¶ 19, 74–76. Other courts in this district have

found similar alleged confidential information to be sufficient to base trade secret

claims upon. See, e.g., 20/20 Foresight, Inc. v. George, 2021 WL 2823095, at *2 (N.D.

Ill. July 7, 2021) (finding “candidate resumes, client company lists, computerized

candidate and client company lists, and job orders” satisfied the pleading

requirement).

Defendants’ arguments to the contrary are unavailing.8 First, regarding

employee lists Defendants overlook Quantix’s allegations that it utilizes employee

drivers in addition to independent contractors. [64] ¶ 80. Furthermore, the Gil

Defendants misstate the law – employee lists are not precluded as trade secrets as a

matter of law. CNA Fin. Corp. v. Loc. 743 of Int’l Bhd. of Teamsters, Chauffeurs,

Warehousemen & Helpers of Am., 515 F. Supp. 942, 946 (N.D. Ill. 1981)

(acknowledging “it is conceivable that an employee list may contain such extensive

8 The Court agrees with Defendants that not all of the information identified by Plaintiff is confidential

or a trade secret. Specifically, Plaintiff’s allegations about the missing trailer or equipment do not

constitute trade secrets.

and detailed information that would so devastate a company if disclosed to the wrong

person that it could be characterized as a trade secret”). Defendants can test whether

the list of employees allegedly misappropriated includes sufficient information to

“devastate” Quantix through discovery. Second, as discussed supra in Section

III(b)(i)(1), Quantix’s allegations regarding disclosure of its contracts and other

business documents cannot be construed as limited to the IC Agreement at this stage

of litigation. Finally, the Gil Defendants’ cases are distinguishable. See, e.g., Nielsen

Consumer LLC v. Circana, LLC, 2025 WL 815666, at *9 (N.D. Ill. Mar. 13, 2025)

(explaining “[plaintiff’s] decision to lard its briefs with undefined industry-specific

jargon defeats its claim”) (cleaned up); Thermal Zone Prods. Corp. v. Echo Eng’g, Ltd.,

1993 WL 358148, at *5 (N.D. Ill. Sept. 14, 1993) (finding allegations about 3000 pages

of technical information, including drawings, plans, and specifications about products

in the public domain insufficient); Segerdahl Corp. v. Ferruzza, 2018 WL 828062, at

*3 (N.D. Ill. Feb. 10, 2018) (finding allegations regarding “broad areas of technology”

insufficient). Thus, Quantix has stated a plausible claim for violations of ITSA.

iv. Tortious Interference

In Count IV, Plaintiff Quantix alleges the Gil Defendants committed tortious

interference with its business relationships with its drivers and customers. [64]

¶¶ 79–85. To state a claim for tortious interference with business relationship, a

plaintiff must allege “(1) a valid contract, (2) defendant’s knowledge of the contract,

(3) defendant’s intentional and unjustified inducement of a breach of the contract,

(4) a subsequent breach of contract caused by defendant’s wrongful conduct, and

(5) damages.” Webb v. Frawley, 906 F.3d 569, 577 (7th Cir. 2018); HPI Health Care

Servs., Inc. v. Mt. Vernon Hosp., Inc., 545 N.E.2d 672, 676 (1989).

The Gil Defendants argue Quantix has failed to sufficiently allege inducement.

[67] at 14–15. The Court disagrees. “Intent to induce ‘requires some active

persuasion, encouragement, or inciting that goes beyond merely providing

information in a passive way.’” Webb, 906 F.3d at 579 (quoting In re Estate of Albergo,

656 N.E.2d 97, 103 (1995) (citation omitted)). Quantix has done so here. As for

drivers, Quantix contends Gil solicited a driver to work with him at Sindle during the

week of April 21, 2025 by offering the driver a semi-tractor and using Quantix’s

password-protected company information. [64] ¶ 23. As for customers, Quantix

alleges Gil recorded its driver training with his own commentary about Quantix

drivers’ lack of qualifications so that customers would move with him to Sindle. Id.

¶¶ 17, 24. That is sufficient to survive a motion to dismiss.

Finally, the Gil Defendants argue Quantix’s tortious interference claim (the

only surviving claim relevant to this argument) is preempted by the ITSA. [67] at 15.

ITSA states it “is intended to displace conflicting tort, restitutionary, unfair

competition, and other laws of this State providing civil remedies for

misappropriation of a trade secret.” 765 ILCS 1065/8. Thus, for preemption to apply,

the common law claim must be based on the misappropriation of allegedly

confidential information or trade secrets. Hecny Trans., Inc. v. Chu, 430 F.3d 402,

404–05 (7th Cir. 2005) (accepting the “dominant view” that “claims are foreclosed only

when they rest on the conduct that is said to misappropriate trade secrets”). The Gil

Defendants argue the tortious interference claim is predicated on Quantix’s trade

secrets allegations and therefore is preempted. Plaintiff disagrees and asserts that

its claim is based on misconduct other than trade secret misappropriation such that

preemption under the ITSA does not apply. The Court agrees with Quantix. As

described above, Quantix’s tortious interference claim is predicated on conduct not

involving trade secrets, such as disparaging comments directed at Quantix customers

and promises of a semi-tractor. Thus, Quantix’s claim for tortious interference

survives.

v. Civil Conspiracy

In Count VII, Plaintiff Quantix alleges Gil, Gil Transport, and Sindle Trucking

conspired to effectuate their breach of contract, breach of their fiduciary duties, and

misappropriation of Quantix’s trade secrets. [64] ¶¶ 101–05. Defendant Sindle is

dismissed for lack of personal jurisdiction, thus this claim is asserted against the Gil

Defendants alone. As such, Count VII must be dismissed pursuant to the

intracorporation conspiracy doctrine, which precludes civil conspiracies between a

corporation and its agents, officers, or employees. Kurt v. Platinum Supplemental

Ins., Inc., 2021 WL 3109667, at *11 (N.D. Ill. July 22, 2021). Although there are two

exceptions to the doctrine for when corporate employees are shown to be motivated

solely by personal bias or when the conspiracy was part of a broader discriminatory

pattern or permeated the ranks of the organization’s employees, neither of those

exceptions are implicated here. Hartman v. Bd. of Trs. of Cmty. Coll. Dist. No. 508, 4

F.3d 465, 470–71 (7th Cir. 1993). Accordingly, Count VII is dismissed.

CONCLUSION

For the stated reasons, Defendant Sindle Trucking’s Motion to Dismiss Under

Rule 12(b)(2) for lack of personal jurisdiction [68] is granted and Quantix’s request

for jurisdictional discovery is denied. All claims against Sindle Trucking are

dismissed. Additionally, for the stated reasons, Defendants Gil and Gil Transport’s

Motion to Dismiss under Rule 12(b)(6) [66] is granted in part and denied in part.

Count I survives as to claims for breach of Sections 2.3, 13.3, 14, 17.2, and 25.1.

Counts III and IV survive. Count I is dismissed as to a claim for breach of Sections

9.8 and 10.1 and Counts II and VII are also dismissed.

ENTER:

Dated: March 30, 2026 Marg Vi but L/

MARY M. ROWLAND

United States District Judge

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