No. 23-2190 ___________________________

J.V. & Sons Trucking, Inc.

lllllllllllllllllllllPlaintiff - Appellee

v.

Asset Vision Logistics, LLC

lllllllllllllllllllllDefendant - Appellant ____________

Appeal from United States District Court for the District of Minnesota ____________

Submitted: June 11, 2024 Filed: November 12, 2024 ____________ Before LOKEN, ERICKSON, and GRASZ, Circuit Judges. ____________ LOKEN, Circuit Judge.

J.V. & Sons Trucking, Inc. (“J.V. & Sons”), a Utah corporation with its principal place of business in Abeline, Texas, hauls crude oil in Texas for logistics brokers and oil-marketing companies. Asset Vision Logistics, LLC (“AVL”) is a logistics broker that coordinates the hauling of crude oil from oil wells to refineries. AVL hires trucking company haulers, obtains customer permission to access pickup and drop off sites, provides hauler drivers with information needed to safely access customer sites, and pays haulers for their services. In June 2019, J.V. & Sons agreed to haul oil for AVL, using AVL’s e-ticketing software that is attractive to customers.

In July, after J.V. & Sons had transported nearly 200 loads, AVL advised it would begin paying J.V. & Sons on less favorable terms (after AVL is paid by its customer), but it would pay J.V. & Sons on net-30 terms if J.V. & Sons signed AVL’s Quick Pay Agreement (“QPA”). J.V. & Sons signed the written QPA on August 6, 2019. As of that date, J.V. & Sons had hauled 341 loads through AVL and submitted invoices totaling $371,759.61 for 277 of those loads, which AVL paid. J.V. & Sons then hauled loads for AVL under the QPA for a few months before relations soured.

In January 2020, a former AVL employee solicited J.V. & Sons to provide hauling services for clients of his new logistics broker, Continental Logistics (“Continental”). J.V. & Sons began hauling for Continental’s clients, including Delek US Holdings (“Delek”), for whom J.V & Sons had hauled through AVL. In February 2020, AVL stopped paying J.V. & Sons for completed hauls. J.V. & Sons stopped performing hauls for AVL and sent an email to AVL terminating their relationship. J.V. & Sons also sent AVL multiple requests for payment of unpaid invoices; AVL acknowledged it would pay the invoices but never did.

On June 24, 2020, J.V. & Sons filed this lawsuit against AVL in Texas state court, alleging breach of contract for failing to pay eight invoices submitted to AVL in February and March 2020. AVL removed the case to the Northern District of Texas, invoking the court’s diversity jurisdiction.1 AVL then answered and filed counterclaims for breach of contract, recoupment, and setoff, alleging J.V. & Sons violated non-solicitation and non-disclosure provisions of the QPA. AVL moved to

1 AVL is a Minnesota limited liability company whose sole member is a citizen of Minnesota. Thus, there is complete diversity of citizenship and the amount in controversy is more than $75,000. See 28 U.S.C. § 1332(a)(1).

-2- transfer the case to the District of Minnesota, citing the QPA’s forum selection clause. The motion was granted in December 2020.

On February 3, 2022, the parties filed cross motions for summary judgment. The district court2 denied AVL’s motion, concluding that the non-solicitation and non-disclosure provisions are unenforceable under Texas law,3 and granted J.V. & Sons’s motion in part, concluding that AVL breached the parties’ implied contract by failing to pay J.V. &