Contract analysis

I. PURPOSE OF MEMORANDUM This memorandum provides a consolidated reference for the three third-party subpoenas duces tecum served in April 2022 on Hemsworth Consumer Products LLC ("Hemsworth"), Tridale Manufacturing Inc. ("Tridale"), and Orion Lifestyle Brands Corp. ("Orion") — the three suppliers at the center of Vantor Holdings Corp.'s ("Vantor") tortious interference and unfair business practices claims against ou

II. BACKGROUND A. Case Overview This action arises from the competitive dynamics of the consumer goods retail industry, specifically the relationship between Vantor Holdings Corp. and Cascade Retail Holdings Inc. — two large-scale retailers that compete for supplier relationships across multiple product categories including home goods, consumer electronics accessories, and personal care products. Vantor Holdings Corp

III. SUBPOENA DETAILS — HEMSWORTH CONSUMER PRODUCTS LLC A. Service Information The subpoena duces tecum directed to Hemsworth Consumer Products LLC was served on April 4, 2022 by personal service on the company's registered agent at its principal place of business. The details of service are as follows: Service was effected through a licensed process server retained by Calderwood & Harkness and was accomplished in co

IV. SUBPOENA DETAILS — TRIDALE MANUFACTURING INC. A. Service Information The subpoena duces tecum directed to Tridale Manufacturing Inc. was served on April 8, 2022 by personal service on the company's registered agent at its principal place of business. The details of service are as follows: Service was effected through a licensed process server retained by Calderwood & Harkness and was accomplished in compliance wi

V. SUBPOENA DETAILS — ORION LIFESTYLE BRANDS CORP. A. Service Information The subpoena duces tecum directed to Orion Lifestyle Brands Corp. was served on April 11, 2022 by personal service at the company's corporate headquarters in Los Angeles, California. The details of service are as follows: Because Orion is a California corporation headquartered in Los Angeles, service was effected in accordance with the provisio

VI. PRODUCTION SUMMARY AND DOCUMENT MANAGEMENT A. Aggregate Production Volume Across the three subpoenaed suppliers, the aggregate volume of documents produced (or anticipated to be produced upon completion of all productions) is summarized as follows: As reflected in the table above, the total number of third-party documents received across all three supplier productions, as ultimately received and processed, is 23,

VII. STRATEGIC SIGNIFICANCE OF REQUESTED DOCUMENTS A. Termination-for-Convenience Clauses The termination-for-convenience clauses contained in each of the three Vantor exclusive supply agreements are central to Cascade's defense. Each agreement permitted either party — Vantor or the supplier — to terminate the agreement without cause upon the provision of written notice within a specified period. The applicable notic

VIII. NOTICES TO OPPOSING COUNSEL Pursuant to the applicable provisions of the California Code of Civil Procedure and the Scheduling Order entered on January 14, 2022, advance notice of all three subpoenas was provided to Vantor's counsel of record prior to service. Vantor is represented in this matter by Martin Kessler and Natalie Whitfield of Kessler, Brandt & Whitfield LLP, 1999 Avenue of the Stars, Suite 2800, Lo

IX. NEXT STEPS AND RECOMMENDED ACTIONS Based on the foregoing, the following next steps and recommended actions are presented for Mr. Carmichael's consideration:

1. Monitor Production Deadlines and Follow Up with Third-Party Counsel. The production deadlines for the three subpoenas are May 4, 2022 (Hemsworth), May 23, 2022 (Tridale, as extended), and May 11, 2022 (Orion). The litigation team should monitor compliance with these deadlines and follow up promptly with third-party counsel in the event of any delays or deficiencies. If any supplier fails to produce responsive docu

2. Coordinate with Krane Investigations LLC for Processing. Upon receipt of each supplier's production, the documents should be transmitted promptly to Krane Investigations LLC for processing, de-duplication against the existing document universe, and loading into the Relativity review platform. Samuel Byrd, the Krane Project Manager, has been briefed on the anticipated production volumes and has confirmed that his t

3. Assign Prioritized Review of Key Document Categories. Once the third-party productions are loaded into Relativity, the review team should begin prioritized review in accordance with the protocol described in Section VI.B above. The highest priority should be given to the termination-for-convenience notices and related correspondence, followed by communications between the suppliers and Cascade personnel (especiall

4. Identify Key Documents for Upcoming Depositions. Key documents identified during the prioritized review should be earmarked for use as potential deposition exhibits in the depositions of supplier fact witnesses — Janet Kohler (Hemsworth CEO), Gregory Fontaine (Tridale President), and Simone Alvarez (Orion CEO). These depositions are anticipated to be scheduled during the September–November 2022 expanded discovery

5. Assess Need for Supplemental Subpoenas or Deposition Notices. Once the initial productions have been reviewed, the litigation team should assess whether supplemental subpoenas or additional deposition notices should be issued. In particular, if the initial productions reveal that key custodians within any of the three suppliers were not included in the supplier's document search, or if specific categories of docum

6. Coordinate with Local Counsel. The team should continue to coordinate with Wortham & Adair LLP — specifically Diana Prescott, at 611 West Sixth Street, Suite 2400, Los Angeles, California 90017 — as local counsel for any California-specific procedural issues that may arise in connection with the Orion subpoena. While no procedural complications have arisen to date, Ms. Prescott should be kept apprised of any objec

7. Budget Impact. The e-discovery processing costs for the third-party productions are estimated at $85,000 to $120,000, encompassing ingestion, processing, de-duplication, Bates stamping, and loading into the Relativity platform. These costs will be billed through Krane Investigations LLC as part of the overall e-discovery budget for this matter. Total Krane costs are currently tracking toward $892,400 for the full

X. EXHIBITS AND ATTACHMENTS The following exhibits are attached to this memorandum and should be maintained in the case filing system under C&H Matter No. 1038-00007: Exhibit A: Subpoena Duces Tecum — Hemsworth Consumer Products LLC (with Proof of Service dated April 4, 2022) Exhibit B: Subpoena Duces Tecum — Tridale Manufacturing Inc. (with Proof of Service dated April 8, 2022) Exhibit C: Subpoena Duces Tecum — Orio