Contract analysis

I. PURPOSE OF THIS MEMORANDUM This memorandum has been prepared to assist in the preparation of Lena Torvik for her deposition, currently scheduled for November 18, 2022. Ms. Torvik serves as Senior Vice President, Supply Chain & Procurement, at Cascade Retail Holdings Inc. ("Cascade") and was the executive sponsor of Project Atlas, the strategic supplier diversification initiative that stands at the center of Vantor

II. WITNESS BACKGROUND AND ROLE A. Professional Background Lena Torvik currently holds the position of Senior Vice President, Supply Chain & Procurement, at Cascade Retail Holdings Inc. Her office is located at Cascade's corporate headquarters at 2200 Elliott Avenue West, Suite 1400, Seattle, Washington 98119. Ms. Torvik reports directly to Margaret Prumvane, Chief Executive Officer and President of Cascade. In her c

III. SUMMARY OF CLAIMS AND DEFENSE THEORIES A. Vantor's Claims Vantor Holdings Corp. is a privately held California corporation headquartered at 18500 Von Karman Avenue, Suite 600, Irvine, California 92612. Vantor reported approximately $1.1 billion in annual revenue for fiscal year 2021. Vantor operates as a wholesale distributor and specialty retailer, maintaining approximately 85 retail locations in California, Ar

1. Lack of Actual Knowledge of Exclusivity Provisions. Cascade's primary defense is that it did not have actual knowledge of the specific exclusivity provisions contained in Vantor's supply agreements with Hemsworth, Tridale, and Orion at the time Cascade's new supply agreements were executed. While Cascade may have been generally aware that these suppliers maintained commercial relationships with other market partic

2. Independent Supplier Decision-Making. The three suppliers independently chose to enter into supply agreements with Cascade. Cascade did not induce, coerce, or employ any improper means to cause the suppliers to abandon their relationships with Vantor. The suppliers were sophisticated commercial entities, represented by their own legal counsel, and made their own business judgments about the desirability of expandi

3. Termination-for-Convenience Clauses. Each of Vantor's exclusive supply agreements contained a termination-for-convenience clause that permitted the suppliers to terminate their agreements with Vantor upon providing written notice of the specified duration. The notice periods were as follows: Hemsworth, 90 days; Tridale, 60 days; and Orion, 120 days. The suppliers exercised these termination rights prior to enterin

4. Failure to Mitigate Damages. Vantor failed to mitigate its alleged damages by taking reasonable steps to identify and engage alternative suppliers following the termination of the supply agreements with Hemsworth, Tridale, and Orion. This defense bears on the damages calculation and may reduce or eliminate Vantor's recoverable damages even if liability were established.

5. Section 17200 Claim Is Preempted/Duplicative. Vantor's unfair business practices claim under California Business and Professions Code section 17200 is preempted by and duplicative of its tort claims and does not state an independent basis for relief.

IV. KEY DOCUMENTS FOR PREPARATION This section identifies the categories of documents that should be reviewed with Ms. Torvik during the preparation sessions. The objective is to ensure that Ms. Torvik is familiar with the documents she is most likely to be confronted with during the deposition and that she understands the significance of each document within the broader context of the litigation. A. Project Atlas Do

V. ANTICIPATED LINES OF QUESTIONING AND RECOMMENDED RESPONSES This section identifies the major subject areas that Vantor's counsel is likely to explore during Ms. Torvik's deposition and provides recommended approaches for addressing each topic. The recommendations are designed to ensure that Ms. Torvik's testimony is truthful, complete, and consistent with Cascade's defense strategy while avoiding unnecessary conce

I. Involvement of David Pruitt / Legal Review Anticipated Questions. Vantor's counsel will likely explore whether Ms. Torvik consulted with Cascade's General Counsel, David Pruitt, about Project Atlas or the supplier agreements. This line of questioning is designed to establish either that Cascade sought legal advice regarding the risk of tortious interference (suggesting awareness of the risk) or that Cascade failed

VI. KEY DEPOSITION PREPARATION RULES AND REMINDERS A. General Deposition Conduct The following rules should be reviewed with Ms. Torvik during each preparation session and reinforced on the day before the deposition:

1. Listen carefully to each question. Ms. Torvik should listen to the entire question before beginning to answer. She should not anticipate where a question is going or begin formulating a response before the question is complete.

2. Answer only the question asked. Ms. Torvik should provide a responsive answer to the specific question posed and should not volunteer additional information, context, or explanation beyond what is necessary to answer the question truthfully and completely.

3. Do not guess or speculate. If Ms. Torvik does not remember a fact, she should say "I don't recall" or "I don't remember." She should not guess, estimate, or speculate in order to provide an answer. An honest acknowledgment of a lack of recollection is always preferable to an inaccurate or speculative response.

4. Ask for clarification. If Ms. Torvik does not understand a question, she should ask examining counsel to rephrase or clarify the question before attempting to answer. She should not interpret an ambiguous question in a way that may lead to a misleading response.

5. Review documents carefully. If examining counsel presents a document and asks questions about it, Ms. Torvik should take the time to read the document — or the relevant portions of it — carefully before answering. She should not answer questions about a document based on examining counsel's characterization of the document without verifying that characterization.

6. Remain calm and professional. Ms. Torvik should not argue with examining counsel, become visibly frustrated, or engage in adversarial exchanges. Her demeanor should be professional, composed, and cooperative throughout the deposition.

7. Take breaks as needed. Ms. Torvik may request a break at any time, and she should consult with defending counsel during breaks as needed. However, she should not request a break while a question is pending, as this may create an adverse inference that she is seeking coaching from counsel. B. Privilege Protections Ms. Torvik should not disclose the substance of any communications with David Pruitt, Cascade's Genera

VII. PREPARATION SESSION SCHEDULE Preparation sessions will be conducted at the offices of Calderwood & Harkness LLP, 600 South Grand Avenue, Suite 3200, Los Angeles, California 90071. Session 1 — Monday, November 14, 2022: Document Review This session will focus on a comprehensive review of the key documents that Ms. Torvik is most likely to encounter during the deposition. The document review will include: • Key Pr

VIII. COORDINATION WITH EXPANDED DISCOVERY The court's ruling on August 3, 2022 granted Vantor's motion to compel expanded discovery into 15 additional supplier relationships beyond the three at issue, bringing the total number of supplier relationships subject to discovery to 18. This ruling may expose Ms. Torvik to questions about Cascade's broader supplier onboarding practices under Project Atlas, extending beyond

IX. RISK ASSESSMENT FOR THIS DEPOSITION Ms. Torvik's testimony is critical to the outcome of this litigation. As the most senior Cascade executive with direct oversight of Project Atlas and the supplier selection decisions, her credibility and the substance of her testimony will substantially influence the court's and, ultimately, a jury's assessment of Cascade's knowledge, intent, and conduct. Primary Risk. Vantor's

X. CONCLUSION AND NEXT STEPS The preparation schedule for Ms. Torvik's deposition has been confirmed for three sessions on November 14, 15, and 17, 2022, at the offices of Calderwood & Harkness LLP in Los Angeles. The following action items should be completed in advance of the first preparation session:

1. Exhibit Binder Preparation. Carlos Espinoza is to prepare a comprehensive binder of key exhibits for use during the preparation sessions. The binder should include the following: (a) Selected excerpts from the Annika Bergström deposition transcript (October 12, 2022), with particular focus on testimony regarding Ms. Torvik's role, the reporting relationship, and the 14 emails; (b) Each of the 14 internal Project A

2. Anticipated Exhibit List. Yuki Nakamura is to prepare a list of anticipated exhibits that Vantor's counsel may use during the deposition. This list should be drawn from the 78,412 documents produced by Cascade and the 23,567 documents produced by Hemsworth, Tridale, and Orion in response to third-party subpoenas. The list should prioritize documents from Ms. Torvik's custodial files and any documents reflecting di

3. Defending Counsel. Douglas Carmichael will serve as lead defending counsel at the deposition, with Yuki Nakamura in attendance as second chair.

4. Scheduling and Coordination. Any questions regarding the preparation schedule, the deposition logistics, or the contents of this memorandum should be directed to Yuki Nakamura at Calderwood & Harkness LLP, 600 South Grand Avenue, Suite 3200, Los Angeles, California 90071. This memorandum is protected by the attorney-client privilege and the work product doctrine. It reflects the mental impressions, conclusions, op