Nunzino Pizza v. Hop Head Farms LLC, 1:20-cv-04791

Nunzino Pizza was Senior VP for Hops Procurement & Marketing at Hop Head under an Employment Agreement that provided salary and sales commissions.
Ceres Partners bought Hop Head in 2014 and exercises senior management control; Hop Head and Ceres share senior officers.
From 2015 through May 2017 Hop Head underpaid then stopped Pizza’s commissions; Pizza alleges about $380,000 unpaid.
In Feb. 2019 Pizza formed Talking Hops (with Hop Head management’s knowledge); Hop Head terminated Pizza in July 2020, alleging Talking Hops breached a restrictive covenant that bars competition by Pizza or his affiliates during employment and for 12 months after.
Pizza and Talking Hops sued for a declaratory judgment (that the restrictive covenant is unenforceable or was not breached) and for damages under the Delaware Wage Payment and Collection Act (DWPCA); Ceres moved to dismiss.
The district court, treating the pleadings in Plaintiffs’ favor, denied Ceres’s motion to dismiss and ordered Ceres to answer.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether Ceres is a party or an intended third‑party beneficiary of the Employment Agreement	Ceres is an intended third‑party beneficiary because the Agreement expressly benefits the company’s affiliates and Ceres owns/controls Hop Head	Ceres was not a party or intended beneficiary and thus cannot be sued to enforce or be bound by the Agreement	Court: Plaintiffs plausibly alleged Ceres is an intended third‑party beneficiary; declaratory judgment claims against Ceres survive.
Whether the DWPCA governs the claims (argument that statute does not apply)	DWPCA claim pleaded; DWPCA may govern employment relationship	Ceres argued DWPCA does not apply because the contract was not made/performed in Delaware	Court: Ceres forfeited that argument by raising it first in reply; not resolved on motion to dismiss.
Whether Ceres is an “employer” under the DWPCA (joint‑employer status)	Ceres is a joint employer: shared senior management/CEO, overlapping officers, control of employment, countersigning of agreement and termination	Pizza failed to plead facts showing joint employer status	Court: Under Mazetti’s three‑factor test (simultaneous control, simultaneous service, same/closely related services), the complaint plausibly alleges Ceres is a joint employer; DWPCA claim may proceed.

Triple C Railcar Serv., Inc. v. City of Wilmington, 630 A.2d 629 (Del. 1993) (Delaware Supreme Court on third‑party beneficiary principle and intent requirement)
A. Mazetti & Sons, Inc. v. Ruffin, 437 A.2d 1120 (Del. 1981) (announcing joint‑employment test used to assess simultaneous control and services)
Hudson v. A.C. & S. Co., 535 A.2d 1361 (Del. Super. 1987) (applied Mazetti’s three‑element joint‑employer analysis)
Brown v. Falcone, 976 A.2d 170 (Del. 2009) (non‑parties may not enforce contracts absent intended third‑party beneficiary status)
O'Neal v. Reilly, 961 F.3d 973 (7th Cir. 2020) (arguments raised first in reply may be treated as forfeited)
Life Plans, Inc. v. Security Life of Denver Ins. Co., 800 F.3d 343 (7th Cir. 2015) (federal court sitting in diversity will honor contractual choice‑of‑law absent strong policy reasons)