# Gil

> District Court, N.D. Illinois · March 30, 2026

URL: https://www.frixlaw.com/law-library/cases/11332894

## Case

- **Full name:** Quantix Liquid Transportation, Inc. v. Alejandro Gil, Gil’s Transportation Services, LLC a/k/a Gil’s Transport, LLC, and Sindle Trucking, LLC
- **Court:** District Court, N.D. Illinois
- **Decided:** March 30, 2026
- **Opinion:** 100trialcourt
- **Cited by:** 0 later opinions in the Frix Law Library

## Citator (automated)

- No negative treatment found by the automated citator. That is not the same as a confirmation that the case is good law; read the citing cases.
- Full citator and citing cases: https://www.frixlaw.com/law-library/cases/11332894

## How later opinions describe it (automated extraction)

- explaining a court will not add another term about which an agreement is silent

## Opinion text

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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Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/11332894. Public record. Not legal advice.