Contract analysis

I. PURPOSE AND SCOPE OF THIS MEMORANDUM This memorandum has been prepared to assist in the deposition preparation of Annika Bergström, Vice President of Strategic Sourcing at Cascade Retail Holdings Inc. ("Cascade" or the "Company"), whose deposition has been noticed by Vantor Holdings Corp. ("Vantor") for October 12, 2022. Ms. Bergström has been noticed as a fact witness and, critically, as Cascade's primary point p

II. BACKGROUND ON THE WITNESS A. Professional Role and Responsibilities Annika Bergström holds the title of Vice President, Strategic Sourcing at Cascade Retail Holdings Inc. She is based at Cascade's corporate headquarters at 2200 Elliott Avenue West, Suite 1400, Seattle, Washington 98119. In this role, Ms. Bergström reports directly to Lena Torvik, Senior Vice President of Supply Chain & Procurement. Ms. Bergström'

III. KEY DEFENSE THEMES TO REINFORCE Throughout the deposition, Ms. Bergström's testimony should consistently support the following core defense themes. These themes should emerge naturally from truthful, accurate testimony rather than from rehearsed talking points. Ms. Bergström should not recite these themes verbatim, but her answers should be guided by them. A. Lack of Knowledge of Exclusivity Provisions The centr

IV. ANTICIPATED LINES OF QUESTIONING AND SUGGESTED RESPONSES The following sections address the principal areas of examination we anticipate from Vantor's counsel and provide guidance for Ms. Bergström's responses. These are not scripts; Ms. Bergström should testify in her own words and should never appear to be reciting prepared answers. The guidance below is intended to frame the key issues, identify potential pitf

1. Read each exhibit carefully. When Vantor's counsel hands Ms. Bergström an email exhibit, she should take sufficient time to read the entire document carefully before answering any questions about it. She should not rush, and she should not assume she remembers the content of a particular email merely because the subject line or date seems familiar. The precise language matters.

2. Distinguish between general awareness and specific knowledge. This is the most important analytical distinction in the entire case. Ms. Bergström must consistently differentiate between awareness that Vantor was a customer of a particular supplier (which constitutes general market knowledge and does not establish tortious interference) and knowledge of the specific contractual terms governing that relationship (pa

3. Do not characterize beyond the text. Ms. Bergström should confine her testimony about each email to what the email actually says. She should not paraphrase in ways that add meaning not present in the text, and she should resist any invitation by counsel to characterize the email's "real meaning" or "true purpose" in language that goes beyond the document's face.

4. Do not speculate about intent. For emails that Ms. Bergström did not author, she should not speculate about the author's intent. For emails that she did author, she should explain her intent based on her recollection, but she should not embellish or overstate.

5. If she does not recall, she should say so. Given that there are 2,847 Project Atlas emails in the record, it is entirely plausible — and indeed expected — that Ms. Bergström will not have an independent recollection of every email presented to her. "I don't recall the specific circumstances of this email" is a truthful and appropriate response when applicable. H. Knowledge of Exclusivity Provisions Anticipated que

I. Inducement or Improper Means Anticipated questioning: "Did you offer any incentive to Hemsworth / Tridale / Orion to leave Vantor?" "Did you offer pricing or terms specifically designed to lure them away from Vantor?" "Did you tell them that Cascade would make up for any penalties they might incur from terminating their Vantor contracts?" "Did you promise them anything beyond standard commercial terms?" "Did you c

V. ANALYSIS OF THE 14 PROJECT ATLAS EMAILS REFERENCING VANTOR A. Overview. Of the 2,847 Project Atlas-related emails reviewed and produced in discovery as part of Cascade's production of 78,412 documents, exactly 14 emails contain references to Vantor or Vantor's existing supplier relationships. These 14 emails have been identified by both parties as the most significant documents in the case with respect to the ques

1. References to existing supply relationships. Several of the 14 emails mention that Hemsworth, Tridale, and/or Orion are "current Vantor suppliers" or words to that effect. These references reflect general industry knowledge that is neither surprising nor probative of knowledge of exclusivity provisions. The retail supply market for home goods, consumer electronics accessories, and personal care products is a relat

2. Competitive positioning analysis. Some of the 14 emails discuss competitive positioning vis-à-vis Vantor in the relevant product categories. For example, certain emails analyze the relative market position of Cascade and Vantor in the home goods segment, or discuss the potential benefits to Cascade of onboarding suppliers with proven track records in categories where Vantor has been successful. This type of analys

3. No reference to exclusivity. No email among the 14 references, attaches, or quotes from any of the three Vantor exclusive supply agreements. No email uses the word "exclusive" or "exclusivity" in connection with Vantor's supplier relationships. No email discusses the terms, duration, or renewal provisions of any Vantor supply agreement. No email references termination-for-convenience clauses, notice periods, or mi

4. Contextual consistency. The references to Vantor in the 14 emails are consistent with the general competitive awareness that would be expected of sourcing professionals at a major retailer. They are not consistent with a scheme to deliberately target and poach a competitor's exclusive suppliers. Ms. Bergström should internalize these themes so that her testimony naturally reflects them when she is questioned about

VI. DOCUMENT-SPECIFIC PREPARATION A. Likely Exhibits Based on our assessment of Vantor's discovery strategy and the deposition notice, we anticipate that the following categories of documents will be used as deposition exhibits during Ms. Bergström's examination. Ms. Bergström should review each of these categories during the preparation session and should be prepared to discuss the documents when presented:

1. The 14 Project Atlas emails referencing Vantor. These are the most likely exhibits and will be the focus of the most intensive questioning. As discussed above, detailed preparation guidance is provided in Section V and Exhibit A.

2. The three Cascade supply agreements: • Cascade–Hemsworth supply agreement (executed June 1, 2021; 5-year term; $28.0 million annual purchase commitment); • Cascade–Tridale supply agreement (executed August 15, 2021; 3-year term; $19.5 million annual purchase commitment); and • Cascade–Orion supply agreement (executed May 10, 2021; 4-year term; $31.0 million annual purchase commitment). Ms. Bergström should be prep

3. The three Vantor exclusive supply agreements: • Vantor–Hemsworth exclusive supply agreement (executed March 15, 2019; 3-year term, expiring March 14, 2022; $12.5 million minimum annual purchase commitment); • Vantor–Tridale exclusive supply agreement (executed January 10, 2020; 2-year term, expiring January 9, 2022; $8.3 million minimum annual purchase commitment); and • Vantor–Orion exclusive supply agreement (ex

4. Project Atlas planning documents. These include the initiative brief, the budget allocation documentation reflecting the $4.2 million budget, supplier target lists, status reports, category analysis documents, and internal presentations regarding the initiative. Ms. Bergström should be prepared to discuss these documents as evidence of the broad, legitimate scope of Project Atlas.

5. Ms. Bergström's communications with Kohler, Fontaine, and Alvarez. This includes emails, meeting notes, call logs, and any other documentation of Ms. Bergström's direct communications with the CEOs/Presidents of the three supplier companies. These communications are in the discovery record and should be reviewed during the preparation session.

6. Third-party subpoena productions. Hemsworth, Tridale, and Orion each produced documents in response to third-party subpoenas served by both parties. A total of 23,567 documents were produced across the three third-party productions. To the extent these documents reflect communications with Ms. Bergström, or communications about Cascade's outreach, they may be used as deposition exhibits. Ms. Bergström should be pr

VII. POTENTIAL PROBLEM AREAS The following areas present the greatest risk of harmful testimony and require focused preparation. A. The "Pattern" Argument Vantor will argue that the sequential onboarding of three Vantor suppliers in rapid succession — Orion on May 10, Hemsworth on June 1, and Tridale on August 15, 2021, all within a span of approximately three months — constitutes a "pattern" that evidences deliberat

1. The larger commitments reflect the fundamental difference in scale between the two companies. Cascade's fiscal year 2021 revenue was approximately $6.8 billion, generated through more than 340 retail locations across 22 states and a major e-commerce platform. Vantor's fiscal year 2021 revenue was approximately $1.1 billion, generated through approximately 85 retail locations in four states. Cascade's demand for pr

2. The commitments were based on Cascade's genuine projected demand, derived from internal sales forecasting models applied across Cascade's retail footprint and e-commerce platform. They were not inflated to "lure" suppliers.

3. The fact that Cascade can offer larger volume commitments than Vantor is a natural consequence of Cascade's larger scale. This is competitive advantage, not tortious conduct. C. Post-Filing Awareness After September 7, 2021 — the date Vantor filed its complaint — all Cascade personnel, including Ms. Bergström, became aware of Vantor's allegations of tortious interference. Questions about Ms. Bergström's actions, c

VIII. GENERAL DEPOSITION CONDUCT GUIDANCE A. Fundamental Rules Ms. Bergström should adhere to the following fundamental rules throughout the deposition:

1. Listen carefully to each question. Before answering, Ms. Bergström should ensure she fully understands what is being asked. If a question is compound, ambiguous, or confusing, she should ask for clarification rather than guessing at the meaning.

2. Answer only the question asked. Ms. Bergström should provide responsive, truthful answers and then stop. She should not volunteer additional information, elaborate beyond what is necessary to answer the question, or offer explanations that have not been requested. Volunteered information is the most common source of damaging deposition testimony. 3. "I don't recall" is an appropriate answer. If Ms. Bergström genui

5. Do not speculate or guess. If Ms. Bergström is not certain of an answer, she should not offer a guess or estimate unless specifically asked for her best estimate and instructed by defending counsel that doing so is appropriate. Speculation can be treated as testimony and cited against Cascade in subsequent proceedings.

6. Do not characterize documents without reading them. When presented with a document, Ms. Bergström should read the document carefully before answering any questions about it. She should take as much time as she needs. She should not accept opposing counsel's characterization of a document's content without verifying it herself.

7. Wait for any objection. Before answering a question, Ms. Bergström should allow a brief pause to permit defending counsel to interpose any objection. If defending counsel objects, Ms. Bergström should wait for further instruction before answering. B. Privilege Instructions The following specific instructions apply with respect to privileged communications:

1. If any question calls for information about communications with David Pruitt (in his capacity as General Counsel of Cascade), any attorney at Calderwood & Harkness LLP, or any other lawyer providing legal advice to Cascade regarding Project Atlas, the supplier onboarding process, the Vantor claims, or any related matter, Ms. Bergström should pause her response and allow defending counsel to assert the attorney-cli

2. Ms. Bergström should not describe the substance, content, or conclusions of any legal advice she received from any source.

3. If Ms. Bergström is uncertain whether a particular communication involved legal counsel or constituted legal advice, she should err on the side of caution by stating: "That communication may involve legal counsel, and I would like to check with my attorneys before responding." Defending counsel will then assess whether a privilege assertion is appropriate.

4. Ms. Bergström should not identify specific topics or matters on which she consulted with legal counsel, as such identification could itself waive the privilege. C. Tone and Demeanor Ms. Bergström's tone and demeanor throughout the deposition will influence how her testimony is perceived — not only by Vantor's counsel, but potentially by the Court (if excerpts are used in motion practice) and by a jury (if the case

1. Be professional, calm, and responsive. Ms. Bergström should project confidence and composure. She should answer questions directly and without evasiveness.

2. Do not be argumentative. Even if Vantor's counsel is aggressive or asks provocative questions, Ms. Bergström should not argue with counsel or become defensive. Argumentative responses can make a witness appear evasive or hostile, which is counterproductive.

3. Do not try to "win" the deposition. The deposition is not a debate. The goal is not to persuade Vantor's counsel or to deliver closing-argument-style speeches. The goal is to provide truthful, accurate testimony that supports the defense themes identified in this memorandum without making harmful admissions.

4. Avoid loaded language. Ms. Bergström should avoid characterizing her own conduct or Cascade's conduct using language that could be repackaged by Vantor as evidence of predatory intent. For example, she should not describe the supplier outreach as "aggressive" or "competitive" in a way that suggests targeting. She should not refer to "winning" suppliers away from Vantor. She should describe the outreach in neutral

IX. PRE-DEPOSITION PREPARATION SESSION LOGISTICS The preparation session is scheduled for October 10–11, 2022 (two full days) at the offices of Calderwood & Harkness LLP, 600 South Grand Avenue, Suite 3200, Los Angeles, California 90071. Attendees: • Annika Bergström, VP Strategic S