Freeman v. H.I.G Capital

IN THE SUPERIOR COURT OF THE STATE OF DELAWARE QUINTON FREEMAN, ) ) ) Plaintiff, ) ) v. ) C.A. No. N24C-12-212 PRW ) H.I.G CAPITAL and ) CAPSTONE LOGISTICS, LLC, ) ) Defendants. ) Submitted: August 4, 2026 Decided: October 30, 2026 Upon Capstone Logistic’s Motion to Dismiss Mr. Freeman’s Second Amended Complaint, GRANTED in part, DENIED in part. MEMORANDUM OPINION AND ORDER Quinton Freeman, Self-represented. Michele D. Allen, Esquire, ALLEN & ASSOCIATES, Wilmington, Delaware; Christina M. Michael, Esquire, and Monica L. Simmons, Esquire, FISHER & PHILLIPS LLP, Philadelphia, Pennsylvania, Attorneys for Defendant Capstone Logistics, LLC. WALLACE, J.  In this case, the plaintiff, Quinton Freeman, has sued defendant Capstone Logistics, LLC, for breach of contract (Count I), breach of the implied covenant of good faith and fair dealing (Count II), tortious interference with business relationships (Count III), and promissory estoppel (Count IV). Mr. Freeman also requests punitive damages. This Memorandum Opinion resolves Capstone’s Motion to Dismiss his Second Amended Complaint.1 And for the reasons explained now, that motion is GRANTED, in part, and DENIED, in part. I. FACTUAL AND PROCEDURAL BACKGROUND2 A. THE PARTIES Mr. Freeman is an independent delivery contractor, conducting business with Defendant Capstone Logistics LLC.3 Defendant Capstone Logistics LLC is a company engaged in the trade of freight and logistics contracting.4 1 Mr. Freeman originally filed suit against both H.I.G. Capital, LLC, and Capstone Logistics, LLC. See Initial Complaint (D.I. 1). The Court entered an earlier order dismissing H.I.G. Capital, LLC, from the case with prejudice. D.I. 51. 2 Unless otherwise noted, the Court draws the following background from undisputed facts in the operative complaint and documentary exhibits submitted therewith. See Windsor I, LLC v. CW Capital Asset Mgmt. LLC, 238 A.3d 863, 873 (Del. 2020) (“In most cases, when the Superior Court considers a 12(b)(6) motion, it limits analysis to the ‘universe of facts’ within the complaint and any attached documents.”). 3 See Second Amended Compl. (hereafter “Compl.”), ¶¶ 1-2 (D.I. 61). 4 See id. ¶¶ 1-2. -1-  B. THE INDEPENDENT CONTRACTOR OPERATING AGREEMENT On November 11, 2018, Mr. Freeman signed an Independent Contractor Operating Agreement (“ICOA”) with Priority Express, which Capstone later acquired.5 Per this ICOA, Mr. Freeman was an independent contractor to Capstone and provided trucking services.6 From 2018 to 2023, Mr. Freeman ran more than 15 routes under the ICOA and earned over $700,000.7 C. ROUTE 300 On April 11, 2023, Capstone’s Terminal Manager offered Mr. Freeman to work Route 300 at a rate of $506.82 per day; Mr. Freeman accepted and began operations on April 18, 2023.8 Three events followed. On June 28, 2023, Capstone’s freight manager added an additional delivery requirement that was not part of the original route contract without first seeking agreement in writing.9 On September 19, 2023, Capstone issued a Route Rate Agreement cutting the rate to $485 per day.10 Two days later, Capstone issued a written notice under ICOA § 26.2 that accused Mr. Freeman of 5 See id. at 1 ¶ 1. 6 Exhibit (“Ex.”) E, § 1 (D.I. 61). 7 Amended Compl., 2 (D.I. 53). 8 See Compl., 1 ¶ 3. 9 See id. at 1 ¶ 4. 10 Id., at 1 ¶ 5; see Ex. A (Route Agreement for Route 300) (D.I. 61). It is unclear what the original rate was for Route 300. The Route Rate Agreement is dated “9.19.2023” without a specific designation of a separate effective date. Thus, one must assume it was effective immediately.) -2- (1) failing to find coverage for working Route 300; and (2) respond to Capstone.11 According to Mr. Freeman, he had already arranged coverage with Capstone’s dispatcher at 12:47 a.m. the same day.12 On September 25, Capstone issued a 10- day notice under ICOA § 3.3 terminating Mr. Freeman’s Route 300 service ten days hence, citing “Other Adjustment/Prior Period Adjustments” as the sole reason.13 D. ROUTE 34 Mr. Freeman also worked Route 34 using a 16-foot truck that Capstone had approved.14 The Route 34 agreement contains no specific truck-sizing requirements, but only that the route may “require[] a second trip in the event of increased volume or any other unforeseen circumstances.”15 On October 11, 2023, Capstone’s Warehouse Manager orally informed Mr. Freeman that he must upgrade to a 26-foot truck in order to stay on this route.16 The next day, Capstone issued a 10-day notice making the same demand, effective October 23, 2023.17 By that time, Mr. Freeman had operated his 16-foot truck for 11 Compl., 1 ¶ 6; see Ex. B (Notice of Material Breach and Requirement to Cure) (D.I. 61); see Ex. E, § 26.2. 12 See Compl., 1 ¶ 6. 13 See id. at 2 ¶ 7; Ex. C (Capstone 10-Day Notice) (D.I. 61). 14 Compl., 2 ¶ 13. 15 Id. at 2 ¶ 11. 16 See id. at 2 ¶ 9. 17 See id. at 2 ¶ 10; see Ex. D (Capstone 10 Day Notice) (D.I. 61). The notice stated the reason for removal was “Vehicle Requirement – 26Ft Box Truck,” and that the affected route was “Same Day 34.” -3- over 18 months without changes in service volume or contract terms.18 On an October 16th conference call, Capstone’s terminal manager called Mr. Freeman’s account of the original trucking-size requirement a “bold-faced lie” and said he had worked on that contract himself.19 Mr. Freeman noted that the representative worked in a different division at the time.20 On October 23, Capstone reassigned Route 34 to another contractor.21 Mr. Freeman’s only notice of the reassignment was a phone call from Capstone’s Warehouse Manager; Mr. Freeman received no written notice.22 E. PROCEDURAL BACKGROUND Mr. Freeman initially filed this action against Capstone in December 2024.23 Six months later, Mr. Freeman filed an amended complaint.24 And upon Capstone’s motion to dismiss,25 he was granted leave to file a second amended complaint.26 That is now the operative complaint.27 18 See Compl., 2 ¶ 10; see Ex. D. 19 See Compl.,2 ¶ 12. 20 See id. 21 Id. at 2, ¶ 13. 22 See id. 23 Initial Compl. (D.I. 1). 24 Amended Compl. (D.I. 53). 25 Motion to Dismiss Amended Compl. (D.I. 59). 26 See Motion for Leave to File an Amended Compl. (D.I. 61); see Order (D.I. 64). 27 See Compl. -4-  Mr. Freeman seeks, in total, $394,984.46 in damages from Capstone.28 Specifically, Mr. Freeman seeks lost profits on Route 300 of $229,589.46 and $165,345 in lost income from Routes 300 and 34, respectively.29 He also seeks an estimated $50,000 in consequential damages for alleged harmed reputation and lost business opportunities; punitive damages in an amount the Court deem fits; and costs, attorney’s fees, and interest.30 While seeking wholesale dismissal of his complaint, Capstone suggests that—should any of Mr. Freeman’s claims survive— any recovery should be limited to damages suffered during the ICOA’s 30-day notice period, i.e., from October 11 to November 10, 2023.31 II. PARTIES’ CONTENTIONS Mr. Freeman pens four claims: breach of contract, breach of the implied covenant of good faith and fair dealing, tortious interference with business relations, and promissory estoppel.32 Capstone moves to dismiss all four.33 A. BREACH OF CONTRACT (COUNT I) In Count I, Mr. Freeman alleges Capstone breached the ICOA by: (1) adding 28 Compl., 6. 29 Id. at 5-6. 30 Id. 31 Defendant’s Opening Brief in Support of Motion to Dismiss Mr. Freeman’s Second Amended Complaint (hereafter “Opening Br.”), 16-17 (citing J.E. Rhoads & Sons, Inc. v. Ammeraal, Inc., 1988 WL 32012, at *10 (Del. Super. Ct. Mar. 30, 1988)). 32 See Compl., 3-4. 33 See generally Opening Br. -5- a delivery obligation without giving written confirmation, even though Mr. Freeman asked for it; (2) cutting his route rate without written notice or Mr. Freeman’s consent; (3) falsely accusing Mr. Freeman to failing to cover the route; and (4) terminating Route 300 without “substantiated cause.”34 Capstone moves to dismiss Count I under Rule 12(b)(6).35 First, Capstone maintains that § 3.3 of the ICOA was not triggered.36 According to Capstone, § 3.3 defines “gross compensation” by an attached rate sheet (“Rate Sheet”),37 and because neither the ICOA nor the Rate Sheet sets a day rate for Route 300, cutting that rate did not change Mr. Freeman’s “gross compensation.”38 Capstone argues that § 3.3 says nothing about route changes, so Capstone didn’t need to provide notice nor seek consent.39 Even if § 3.3 applies, says Capstone, it requires only advance notice, and Capstone may terminate if Mr. Freeman declines.40 Capstone argues its 10-day notice complied with ICOA § 8.7 and thus there can be no breach found.41 34 See Compl., 2 ¶ 8, 3. 35 Opening Br., 8. 36 Id. at 9-10. 37 Id. at 10. 38 Id. at 10-11. 39 Id. at 11. 40 Id. at 3. 41 Id. at 11-12; Ex. E, § 8.7. -6-  In response, Mr. Freeman posits that “gross compensation” should be construed to include all monetary forms of payment, not just base pay.42 Because the Route 300 Agreement is an integrated component of the ICOA, Mr. Freeman contends, Route 300 pay is part of his gross compensation.43 To him, Capstone’s narrow reading contradicts both the term’s plain meaning and Delaware’s statutory approach.44 Accordingly, Mr. Freeman argues that Capstone’s unilateral cut triggered § 3.3 and, because it was made without notice or consent, was a material breach.45 Capstone replies that § 3.3 clearly defines “gross compensation” and the Court cannot rewrite this defined, unambiguous term “simply to placate Mr. Freeman.”46 Even if the term were ambiguous, says Capstone, Mr. Freeman has offered no evidence of prior trade usage or course of dealing to support his reading.47 Second is Mr. Freeman’s contention that Capstone’s imposition of an overflow requirement without notice or the opportunity to cure was a breach.48 Capstone 42 Answering Br., 6 (no citation of authority provided). 43 Id. 44 Id. (citing 19 Del. C. § 709B, Delaware Department of Labor Regulation WP-101, and Delaware Compensation Rating Bureau Rule 2-C). 45 Id. at 7. 46 Reply Brief in Further Support of Defendant Capstone Logistics, LLC’s Motion to Dismiss Plaintiff’s Second Amended Complaint (hereafter, “Reply Br.”), 2 (citing Paul v. Deloitte & Touche, LLP, 974 A.2d 140, 145 (Del. 2009)). 47 Reply Br., 3. 48 Compl., 3; Answering Br., 8-9. -7- counters that ICOA § 8.7 requires Mr. Freeman to comply with all specifications dictated by Capstone’s customers.49 Mr. Freeman maintains that the parties never agreed to an overflow requirement.50 Third, Capstone asserts that it did not maliciously or falsely accuse Mr. Freeman of breach.51 Fourth, Capstone argues that it did not materially breach by terminating the Route 300 Agreement.52 Fifth, Capstone charges that Mr. Freeman breached the contract, and so any breach that Capstone may be found to have committed is excused.53 Capstone says that Mr. Freeman admitted to noncompliance with delivery and equipment requirements, which is enough to excuse Capstone’s performance.54 Mr. Freeman responds that Capstone has not pointed to any material provision of the ICOA that he breached.55 Sixth, Capstone contends that Mr. Freeman waived his right to claim Capstone 49 Reply Br., 5. 50 Sur-Reply Brief in Opposition to Capstone Logistics, LLC’s Reply Brief Motion to Dismiss (hereafter, “Sur-Reply”), 3-4. 51 Answering Br., 11-12. 52 Id. at 12. 53 Opening Br., 13-14. 54 Id. 55 Answering Br., 12. -8- breached, and so the claim is estopped.56 As support, Capstone points out that Mr. Freeman waited more than 117 days to object to the rate change.57 In Capstone’s view, by continuing to work, he acquiesced to the “new” rate and route terms.58 But, Mr. Freeman responds that waiver is inapplicable here because of a lack of evidence that Mr. Freeman expressed an intent to waive his right to this claim.59 Seventh, Capstone argues that the ICOA expired well before the conduct at the heart of this lawsuit.60 Capstone says that ICOA expired on December 31, 2021, before the conduct giving rise to this action occurred.61 Mr. Freeman responds that the parties continued performing under the ICOA well after that date, and so the ICOA was extended beyond its term.62 Lastly, Capstone suggests that if dismissal isn’t warranted, Mr. Freeman’s damages should be limited to what was accrued during the notice period.63 Capstone was able to terminate the ICOA with 30 days’ written notice, and so Capstone contends that Mr. Freeman should be limited to the damages accrued during those 56 Opening Br., 14-15. 57 Id. 58 Id. 59 Answering Br., 15. 60 Opening Br., 15. 61 Id. 62 Answering Br., 5. 63 Opening Br., 16. -9- 30 days.64 Mr. Freeman says this is inconsistent with Delaware law. He insists that he is entitled to damages that would restore him to a position as if the contract was fully performed, not solely the damages arising from the 30-day window.65 Further, Mr. Freeman avers that he wasn’t even provided 30 days’ notice of the ICOA’s termination, but rather received only a 10-day notice that threatened termination if alleged noncompliance with Captone’s specifications persisted.66 The parties also dispute whether the Route 300 Agreement is part of the ICOA. Capstone contends they are standalone agreements and that Mr. Freeman offers no support otherwise.67 Mr. Freeman calls out ICOA § 2.1, the duration and termination provision, which states: “Each party agrees to satisfy all of its obligations incurred hereunder prior to the effective termination date, including but not limited to obligations related to any accepted dispatch.”68 Mr. Freeman argues that “accepted dispatch” refers to the route agreement for each dispatchment.69 64 Id. at 17. 65 Answering Br., 17-18. 66 Id. at 18. 67 Reply Br., 3-4. 68 Sur-Reply, 3. 69 Id. - 10 -  B. IMPLIED COVENANT OF GOOD FAITH AND FAIR DEALING (COUNT II) Mr. Freeman claims that Capstone breached the implied covenant of good faith and fair dealing by acting arbitrarily and in bad faith.70 Capstone seeks dismissal of Count II.71 Capstone contends that Mr. Freeman has identified no gap in the operative contract for the implied covenant to fill.72 Mr. Freeman counters that there was a binding agreement between himself and Capstone and that Capstone unilaterally altered or terminated said contract without notice to Mr. Freeman.73 Specifically, Mr. Freeman argues that Capstone modified his compensation and the trucking requirements without opportunity for negotiation or cure.74 Mr. Freeman asserts that Capstone’s actions were arbitrary and caused financial harm, which, to him, constitutes a breach of the implied covenant of good faith and fair dealing.75 C. TORTIOUS INTERFERENCE (COUNT III) Capstone argues two bases for Count III’s dismissal. First, it says, 70 Compl., 3. 71 Opening Br., 18. 72 Id. at 18-19 (arguing that the Court cannot use the implied covenant to rewrite the contract especially when the contract’s express term provides answers). 73 Answering Br., 19. 74 Id. 75 Id. at 19-20. - 11 - Mr. Freeman failed to plead Capstone’s alleged interference was intentional.76 Second, Mr. Freeman failed to demonstrate that Capstone’s conduct caused any disruption to any relationships.77 Mr. Freeman responds that Capstone’s termination of the agreement disrupted his business relationship with his subcontractors, and that Capstone did, in fact, act intentionally in doing so.78 Mr. Freeman emphasizes that the contract’s termination was pretextual, and the threat of termination was a bad faith attempt to force Mr. Freeman to comply with Capstone’s unilateral modifications.79 D. PROMISSORY ESTOPPEL (COUNT IV) Capstone argues that Mr. Freeman failed to identify the specific promises, express or implied, that his service would continue, and so, with only the Complaint’s conclusory allegations, the Court must dismiss Mr. Freeman’s promissory estoppel claim.80 Mr. Freeman echoes his original argument for promissory estoppel: (1) Capstone made “clear and definite promises” of continued route assignments, 76 Opening Br., 20. 77 Id. at 21; Reply Br., 6. 78 Answering Br., 20-21. 79 Id. at 21. 80 Opening Br., 22; Reply Br., 6. - 12 - compensation, and authorized equipment use;81 (2) Mr. Freeman reasonably relied upon those promises; and (3) Capstone’s termination is unjust.82 He contends that reliance on Capstone’s promises is demonstrated through hiring subcontractors to operate the agreed-upon routes, maintaining business operations, and giving up different opportunities because of his commitment to Capstone.83 E. DAMAGES Capstone says that Mr. Freeman’s claim for punitive damages must be dismissed since a claim for punitive damages cannot stand without a tort counterpart.84 In Capstone’s view, there is no tort either alleged or surviving, the call for punitive damages falls.85 Mr. Freeman again complains that Capstone acted in bad faith by interfering with his business relations, arbitrarily terminated the instant contract as leverage, and induced reliance on the agreement.86 According to Mr. Freeman, such conduct warrants punitive damages.87 81 Compl., 3. 82 See Answering Br., 22; Compl., 4. 83 Answering Br., 22. 84 Opening Br., 23. 85 Id. 86 Answering Br., 22. 87 Id. at 22-23. - 13 -  III. STANDARD OF REVIEW Under this Court’s Rule 12(b)(6), a party can move to dismiss a case for failure to state a claim.88 In its review of such motions, the Court “(1) accepts as true all well-pleaded factual allegations in the complaint; (2) credits vague allegations if they give opposing party notice of the claim; (3) draws all reasonable factual inferences in favor of the non-movant; and (4) denies dismissal if recovery on the claim is reasonably conceivable.”89 The Court need not “accept every strained interpretation of the allegations proposed by [Mr. Freeman], but the [he] is entitled to all reasonable inferences that logically flow from the face of [his] complaint.”90 “The complaint generally defines the universe of facts that the trial court may consider in ruling on a Rule 12(b)(6) motion to dismiss.”91 But, there are some circumstances where “it may be proper for a trial court to decide a motion to dismiss by considering documents referred to in a complaint.”92 And the Court might also consider documents external to the complaint in three situations: “(1) when a document is integral to a claim and incorporated into a complaint; (2) when the document is not being relied upon to prove the truths of its contents; or (3) when the 88 Del. Super. Ct. Civ. R. 12(b)(6). 89 Doe for Doe v. Snap, Inc., 2025 WL 2926161, at *3 (Del. Super. October 15, 2025) (citing Cent. Mortg. Co. v. Morgan Stanley Mortg. Cap. Holdings LLC, 27A.3d 531, 535 (Del. 2011)). 90 Malpiede v. Townson, 780 A.2d 1075, 1083 (Del. 2001). 91 In re Gen. Motors (Hughes) S’holder Litig., 897 A.2d 162, 168 (Del. 2006). 92 Id. at 169. - 14 - document is an adjudicative fact subject to judicial notice.”93 The pleading standard under Delaware law is “minimal.”94 IV. DISCUSSION95 A. MR. FREEMAN’S BREACH-OF-CONTRACT CLAIM SURVIVES DISMISSAL. “To prevail on a breach-of-contract claim, one must show: (1) a contractual 93 Murray v. Mason, 244 A.3d 187, 192 (Del. Super. Ct. 2020), modified (Jan. 5, 2021) (citing In re Gardner Denver, Inc., 2014 WL 715705, at *2 (Del. Ch. Feb. 21, 2014)). 94 Doe for Doe, 2025 WL 2926161, at *3 (citing Cent. Mortg. Co., 27A.3d at 536). 95 Throughout its examination the Court remains mindful that it and its sisters prefer to hear cases on their merits rather than dismissing them for procedural reasons. See In re Asbestos Litig., 228 A.3d 676, 685 (Del. 2020) (“A court . . . should be especially mindful of one overarching consideration—Delaware’s strong judicial policy that courts should decide cases on their merits.” (citations omitted)); Beckett v. Beebe Med. Ctr., Inc., 897 A.2d 753, 757-58 (Del. 2006) (“In Delaware, public policy favors permitting a litigant a right to a day in court. Courts should apply [the Civil Rules] with a liberal construction because of the underlying policy that favors a trial on the merits, as distinguished from a judgment based on a default.” (internal quotation marks and citations omitted)). It remains mindful also of the treatment our courts afford one who represents himself. See Johnson v. State, 442 A.2d 1362, 1364 (Del. 1982) (“First, we adopt the view that a pro se pleading is judged by a less stringent standard than a pleading or document filed by an attorney.”). Still, though “the Court is cognizant of the difficulties faced by pro se litigants, it cannot sacrifice the orderly and efficient administration of justice or impair the substantive rights of represented parties to save their claims when their claims plainly have no merit.” Mikkilineni v. PayPal, Inc., 2021 WL 2763903, at *5 (Del. Super. Ct. July 1, 2021) (cleaned up). And so, to provide each side here the fairest possible treatment and greatest guidance going forward, the Court—though it normally need not under Rule 12(b)(6)—has examined and passed on each count and its varied articulated theories of liability as best it can divine them from Mr. Freeman’s pleadings. See inVentiv Health Clinical, LLC v. Odonate Therapeutics, Inc., 2021 WL 252823, at *4-6 (Del. Super. Ct. Jan. 26, 2021) (Explaining that “at the pleading stage of a case, a trial judge is not a robed gardener employing Rule 12(b)(6) as a judicial shear to prune individual theories from an otherwise healthily pled claim or counterclaim.”); see also Envolve Pharm. Sols., Inc. v. Rite Aid Hdqtrs. Corp., 2021 WL 855866, at *4 n.45 (Del. Super. Ct. Mar. 8, 2021) (“[I]t is not generally the Court’s duty to dissect a single claim for either dismissal or rescue of its constituent theories of liability.”). - 15 - obligation; (2) a breach of that obligation; and (3) resulting damages.”96 The Court will generally prioritize “the parties’ intentions contained in the four corners of the contract.”97 In doing so, the Court will decide “whether the intent of the parties can be determined from its express language.”98 The Court will examine the contract as a whole, as the meaning of terms can be deciphered in the context of the entire agreement.99 “Specific language in a contract controls over general language, and where specific and general provisions conflict, the specific provision ordinarily qualifies the meaning of the general one.”100 “When construing a contract, and unless a contrary intent appears, [courts] will give words their ordinary meaning.”101 Where a “contract’s language is plain and unambiguous, it must be enforced as written.”102 Mr. Freeman, in his breach-of-contract claim, alleges that Capstone breached the ICOA by “unilaterally altering compensation, imposing unauthorized delivery 96 Jiggy Puzzles, LLC v. Steelhead Acquisition EE, Inc., 2026 WL 465112, at *5 (Del. Super. Ct. Feb. 18, 2026); VLIW Tech., LLC v. Hewlett-Packard, Co., 840 A.2d 606, 612 (Del. 2003). 97 Jiggy Puzzles, 2026 WL 465112, at *5; Paul, 974 A.2d at 145. 98 Paul, 974 A.2d at 145. 99 Riverbend Cmty., LLC v. Green Stone Eng'g, LLC, 55 A.3d 330, 334-335 (Del. 2012) (“The meaning inferred from a particular provision cannot control the meaning of the entire agreement if such an inference conflicts with the agreement’s overall scheme or plan.”). 100 Jiggy Puzzles, 2026 WL 465112, at *5 (cleaned up). 101 Id.; Citadel Hldg. Corp. v. Roven, 603 A.2d 818, 824 (Del. 1992). 102 Jiggy Puzzles, 2026 WL 465112, at *6; Lorillard Tobacco Co. v. Am. Legacy Found., 903 A.2d 728, 740 (Del. 2006). - 16 - requirements, and terminating the contract without justification or adherence to contractual notice provisions.”103 Capstone’s motion to dismiss Mr. Freeman’s breach-of-contract claim is DENIED, in part, and GRANTED, in part, for the foregoing reasons. 1. It is reasonably conceivable that the ICOA was in effect at the time of the breaches alleged. According to Capstone, the ICOA expired in 2021 and no longer governed the parties’ dealings in 2023.104 To Capstone, that expired contract cannot be the basis of these breach-of-contract claims.105 And so, the issue is whether the parties’ continued performance created an implied contract incorporating substantially the same terms as the ICOA. When a written contract expires by its terms and the parties continue to perform as before, their conduct may establish an implied contract on substantially the same terms.106 In P.C. Connection, Inc. v. Synygy Ltd., a provider continued supplying software services for fourteen months after the alleged expiration date of 103 Compl., 3. 104 Opening Br., 15; Ex. E, § 2.1, 20. 105 Opening Br., 15. 106 P.C. Connection, Inc. v. Synygy Ltd., 2021 WL 57016 at *19-20 (Del. Ch. Jan. 7, 2021.) (“After a contract expires, ‘one party’s continued rendition of services’ and ‘the other’s acceptances of those services and payment in accordance with the terms of the written contract can establish a contract implied in fact with substantially the same terms and conditions as embodied in the expired written contract.’”). - 17 - and demanded payment under a prior agreement; the Court found an implied contract existed between the parties after the expiration date.107 Here, neither party identifies an automatic renewal provision. But the complaint does allege that the parties kept performing under the ICOA after December 2021.108 It appears Capstone’s own conduct confirms this. In 2023, Capstone invoked ICOA § 3.3 to remove Mr. Freeman from Route 300.109 Like P.C. Connection, where continued services and reliance on prior contractual rates supported an implied contract,110 here, the parties’ continued performance and Capstone’s reliance on § 3.3 may support an implied contract under the same terms as the ICOA. The ICOA’s alleged expiration does not, by itself, establish that its terms ceased to govern the parties’ relationship in 2023. At this point in the litigation, the record demonstrates that both Mr. Freeman and Capstone continued their relationship with one another. Capstone’s motion to dismiss based on expiration of the ICOA is DENIED. 107 P.C. Connection, 2021 WL 57016 at *19-20. 108 See Compl., 1. 109 Id. at 2, ¶¶ 3, 4, 7. 110 P.C. Connection, 2021 WL 57016 at *19-20. - 18 -  2. Capstone’s unilateral reduction of Mr. Freeman’s daily rate and delivery requirements without adequate notice may be a breach of the ICOA. a. Mr. Freeman has adequately alleged a breach of contract regarding the unilateral modification of his compensation. Mr. Freeman argues that Capstone breached the ICOA when it unilaterally altered reduced his compensation.111 Compensation is detailed in ICOA § 3.112 Section 3.1 of the ICOA reads as follows: Contractor’s gross compensation is set forth in Appendix A and constitutes the total compensation for the use of the Equipment and for everything furnished, done by, or required of Contractor’s workers in connection with this Agreement, including (but not limited to) driving the Equipment and performing all non-driving activities, such as pre- and post-trip inspections, waiting to load or unload (detention), loading or unloading (if required), fueling, repairing and maintaining the Equipment, hooking and unhooking trailers (loaded or empty), preparing records of duty status and other paperwork, communicating with dispatch, and other services. Contractor—as an independent contractor, not an employee—agrees that Contractor is responsible for paying all operating expenses. Contractor acknowledges and understands, unless otherwise agreed to by the parties, Carrier’s compensation obligation hereunder applies only to the extent of full and complete performance of any dispatch accepted by Contractor.113 Section 3.2 of the ICOA reads: Carrier and Contractor may agree in advance on gross 111 Compl., 3; Opening Br., 9. 112 See Ex. E, § 3. 113 Ex. E, § 3.1. - 19 -  compensation to be paid for services relating to one or more specific shipments by both signing an addendum to that effect. The gross compensation described in such an addendum will constitute the total gross compensation Contractor is entitled to for all services performed with respect to those shipment(s). Contractor agrees not to load any shipment or start any trip to which a proposed compensation addendum relates until Contractor has signed that addendum. Contractor authorizes its drivers to sign compensation-related addendums on its behalf under this section.114 And Section 3.3 of the ICOA provides: Carrier will provide Contractor with a proposed addendum containing any change to Contractor’s gross compensation at least 10 days in advance. If Contractor wishes to continue operating on Carrier’s behalf, Contractor may consent to the change by signing the addendum. If Contractor does not consent to the change before the date indicated on the addendum, this Agreement may be terminated on the date set forth on the addendum, and Contractor will not be subject to the change proposed in the addendum.115 Capstone contends that this breach claim should be dismissed because “neither the rate sheet nor the ICOA contain a promised day rate for the Route 300 assignment[,]” and so Capstone’s modification of such day rate didn’t breach any provision dictating a specific rate.116 Further, Capstone argues that any change to Mr. Freeman’s day rate did not impact Mr. Freeman’s gross compensation, and as 114 Ex. E, § 3.2. 115 Ex. E, § 3.3. 116 Opening Br., 10. - 20 - such, § 3.3 was not materially breached.117 Mr. Freeman counters, arguing that a change to the day rate did indeed impact gross compensation.118 When viewing the allegations in the light most favorable to the non-movant, it can be understood that a day rate for working a particular route will be factored into gross compensation. A reasonable read of ICOA § 3.3 obligates the Carrier— Capstone—to provide the Contractor—Mr. Freeman—with 10 days’ notice if his gross compensation were to be changed, and the Contractor is obligated to sign the addendum should the Contractor desire to consent to the change. 119 Mr. Freeman alleges in his complaint that Capstone did not provide 10 days’ notice, but instead unilaterally modified his daily rate to $485 without notice, and made the change effective immediately.120 Generally, absent a contract term allowing it, one party cannot change any term thereof without the other’s consent.121 This change in compensation is a material modification of the ICOA; compensation is the key consideration Mr. Freeman received in return for his delivery and trucking 117 Id. 118 Answering Br., 6. 119 See Ex. E, § 3.3. 120 Compl., 1. 121 See De Cecchis v. Evers, 174 A.2d 463, 464 (Del. Super. Ct. 1961) (“A contract having been made, no modification of it could be brought about without consent of both parties and without consideration.”); Sersun v. Morello, 1999 WL 350476, at *2 (Del. Ch. Mar. 29, 1999) (“When a contract is validly made, it cannot be modified without the consent of all parties and an exchange of consideration.”). - 21 - services.122 Not abiding by the notice requirement for a pay change is sufficient for an allegation of breach of contract on this point. Accordingly, Capstone’s motion to dismiss regarding the breach-of-contract claim relating to compensation is DENIED. b. Mr. Freeman’s claim relating to Capstone’s modifications to delivery requirements does not survive.123 Mr. Freeman alleges that Capstone breached its contract with him by creating unauthorized delivery requirements.124 Specifically, Mr. Freeman says that the freight manager of Capstone imposed an additional overflow delivery requirement that was not in the original terms.125 Capstone argues that Mr. Freeman wrongly relies on § 3.3 in his argument because that specific provision does not address delivery requirements, but only compensation.126 Capstone contends that this provision cannot be read to impose delivery requirements when it only references 122 See Material, BLACK’S LAW DICTIONARY 1166 (12th Ed. 2024) (defining “material” as “having some logical connection with the consequential facts [or] of such a nature that knowledge of the item would affect a person’s decision-making; significant; essential[.]”). 123 The Court notes here that as a question of law, a contract’s proper interpretation can be resolved on a motion to dismiss. Blue Cube Spinco LLC v. Dow Chemical Co., 2021 WL 4453460, at *7 (Del. Super. Ct. Sept. 29, 2021) (citing Allied Cap. Corp. v. GC-Sun Holdings, L.P., 910 A.2d 1020, 1030 (Del. Ch. 2006) (“Under Delaware law, the proper interpretation of language in a contract is a question of law. Accordingly, a motion to dismiss is a proper framework for determining the meaning of contract language.”)). And when doing so, “the Court’s contract interpretation must be reasonable, reading the agreement in full and situated in the commercial context between the parties.” Id. at *6 (cleaned up) (quoting Chi. Bridge & Iron Co. N.V. v. Westinghouse Elec. Co. LLC, 166 A.3d 912, 926–27 (Del. 2017)). 124 Compl., 3. 125 Id. at 1. 126 Opening Br., 11; Ex. E, § 3.3. - 22 - compensation.127 In his answering brief, Mr. Freeman further argues that the unilateral decision to change the delivery requirements constitutes a breach of the ICOA.128 “Under Delaware law, simply referring to the parties’ contract will not sustain a claim for breach of contract.”129 “A party must identify the particular contractual terms that were breached.”130 That is, a plaintiff must “identify a provision of the relevant contract that allegedly was breached and provide a basic explanation [of] why a breach occurred” to sufficiently put the defendant on notice of his claim.131 In Marydale Preservation Associates the plaintiffs’ breach-of-contract claim failed because they failed to identify a specific applicable contractual provision that was breached but baldly alleged a breach of the controlling contract.132 This is slightly distinguishable from the instant matter. It is true that Mr. Freeman—unlike the plaintiff in Marydale Preservation Associates—identified a provision that he claimed was breached, but the named provision does not support this specific breach 127 Opening Br., 11. 128 Answering Br., 8. 129 Marydale Pres. Associates, LLC v. Leon N. Weiner & Associates, Inc., 2022 WL 4446275, at *17 (Del. Super. Ct. Sept. 23, 2022). 130 Marydale Pres. Associates, 2022 WL 4446275, at *17. 131 An v. Cosman, 2025 WL 2180575, at *10 (Del. Ch. July 31, 2025) (quoting IAC Search, LLC v. Conversant LLC, 2017 WL 3500244, at *1 (Del. Ch. Jan. 13, 2017)). 132 Marydale Pres. Associates, 2022 WL 4446275, at *17. - 23 - claim.133 Section 3.3 only addresses changes in compensation, but adding a route or delivery duty is a change in workload, not compensation.134 Mr. Freeman’s reliance on § 3.3 is mislaid, and provides no proper basis for his breach-of-contract claim on this basis. Accordingly, Mr. Freeman’s claim for breach of contract as to the delivery requirements is dismissed, and Capstone’s motion to dismiss this specific breach allegation is GRANTED. c. At this stage, Mr. Freeman has sufficiently alleged that Capstone’s termination of Route 300 was a breach. Mr. Freeman alleges that Capstone breached their contract when Capstone terminated his operation of Route 300 without reason and did not abide by the termination notice provisions.135 Capstone counters by arguing that the ICOA only defines and explains the parties’ rights and obligations when they desire to terminate the ICOA, and not how specific route agreements are terminated.136 Section 26 governs breaches of the ICOA.137 This provision provides that, if the Contractor—here, Mr. Freeman—commits a material or non-material breach of the agreement, then Capstone will investigate the circumstances to determine 133 Compl., 1. 134 See Ex. E, § 3.3. 135 Compl.