Contract analysis

I. INTRODUCTION Defendant Cascade Retail Holdings Inc. ("Cascade"), a Delaware corporation publicly traded on the Nasdaq Stock Market under the ticker symbol "CRHI," with its principal executive offices at 2200 Elliott Avenue West, Suite 1400, Seattle, Washington 98119, respectfully submits this Memorandum of Points and Authorities in support of its Motion for Partial Summary Judgment. By this motion, Cascade seeks s

II. STATEMENT OF THE CASE A. The Parties Cascade Retail Holdings Inc. is a Delaware corporation that operates as a multi-channel retail and e-commerce company. Cascade operates more than 340 retail locations across 22 states and maintains a substantial e-commerce platform serving customers nationwide. For fiscal year 2021, Cascade reported annual revenue of approximately $6.8 billion. As of September 2021, Cascade's

1. Hemsworth Consumer Products LLC Hemsworth Consumer Products LLC ("Hemsworth") is an Oregon limited liability company headquartered at 4720 NW Yeon Avenue, Portland, Oregon 97210. Its Chief Executive Officer is Janet Kohler. Hemsworth manufactures and distributes home goods and kitchen accessories. (SS ¶ 9.) Hemsworth and Vantor entered into an exclusive supply agreement on March 15, 2019, for a three-year term exp

2. Tridale Manufacturing Inc. Tridale Manufacturing Inc. ("Tridale") is a Nevada corporation headquartered at 6300 South Pecos Road, Suite 210, Las Vegas, Nevada 89120. Its President is Gregory Fontaine. Tridale manufactures and distributes consumer electronics accessories, including cables, chargers, and protective cases. (SS ¶ 17.) Tridale and Vantor entered into an exclusive supply agreement on January 10, 2020, f

3. Orion Lifestyle Brands Corp. Orion Lifestyle Brands Corp. ("Orion") is a California corporation headquartered at 1900 Avenue of the Stars, Suite 1050, Los Angeles, California 90067. Its Chief Executive Officer is Simone Alvarez. Orion manufactures and distributes personal care and wellness products. (SS ¶ 25.) Orion and Vantor entered into an exclusive supply agreement on July 1, 2018, for a four-year term expirin

III. LEGAL STANDARD FOR SUMMARY JUDGMENT A party may move for summary judgment or, in the alternative, summary adjudication of individual causes of action, affirmative defenses, or issues of duty, pursuant to California Code of Civil Procedure section 437c. See Cal. Civ. Proc. Code § 437c(a), (f)(1). A defendant moving for summary judgment bears the initial burden of showing that one or more elements of the plaintiff

IV. ARGUMENT A. The Second Cause of Action for Tortious Interference with Prospective Economic Advantage Fails as a Matter of Law

1. Elements of Tortious Interference with Prospective Economic Advantage Under California Law Under California law, the elements of a cause of action for tortious interference with prospective economic advantage are well established. A plaintiff must prove each of the following five elements: (a) An economic relationship between the plaintiff and a third party, with a probability of future economic benefit to the pla

2. Vantor Cannot Establish Independently Wrongful Conduct The independently wrongful conduct element is the dispositive issue on this motion. Vantor cannot satisfy it, and its second cause of action fails as a matter of law. Vantor's complaint alleges, in substance, that Cascade "systematically poached" Vantor's suppliers — Hemsworth, Tridale, and Orion — by making competitive offers of higher purchase commitments, t

3. The Undisputed Deposition Testimony Confirms the Absence of Independently Wrongful Conduct The depositions of the three most relevant fact witnesses — Annika Bergström of Cascade, Thomas Brennecke of Vantor, and Lena Torvik of Cascade — uniformly confirm that Cascade's conduct was lawful competitive activity, devoid of any independently wrongful means. a. Deposition of Annika Bergström (October 12, 2022). Annika B

4. The Documentary Record Confirms the Absence of Independently Wrongful Conduct The documentary record — comprising 78,412 documents produced by Cascade, 41,308 documents produced by Vantor, and 23,567 documents produced by the three supplier third parties — is entirely consistent with the deposition testimony summarized above. Among the more than 143,000 documents produced in this litigation, there is no evidence o

5. Legitimate Competition Is Not Independently Wrongful Conduct The foregoing evidentiary record compels a single conclusion: Cascade engaged in legitimate competitive conduct by offering Hemsworth, Tridale, and Orion superior commercial terms, and each supplier independently chose to enter into a supply relationship with Cascade. Under well-established California law, this conduct is not independently wrongful and c

6. Vantor's "Pattern and Practice" Theory Does Not Create Independently Wrongful Conduct Cascade anticipates that Vantor may argue that even if Cascade's conduct with respect to each individual supplier was lawful standing alone, the "systematic targeting" of multiple Vantor suppliers — three of which are identified in the complaint, and up to eighteen of which were examined in discovery — creates a "pattern and prac

1. Overview of § 17200 California Business and Professions Code section 17200 defines "unfair competition" as "any unlawful, unfair or fraudulent business act or practice." The statute's coverage is stated in the disjunctive, meaning that a practice may be proscribed as "unfair" or "fraudulent" even if it is not "unlawful," and vice versa. Cel-Tech Communications, Inc. v. Los Angeles Cellular Telephone Co. (1999) 20

2. The § 17200 Claim Is Entirely Derivative of the Tortious Interference Claims As a threshold matter, Vantor's section 17200 claim is entirely duplicative of and derivative from the tortious interference claims that form the first and second causes of action. This alone warrants dismissal. Vantor's complaint alleges no factual conduct in support of its section 17200 claim that is separate from or additional to the c

3. The "Unlawful" Prong Is Not Satisfied The "unlawful" prong of section 17200 "borrows" violations of other laws and treats them as independently actionable under the statute. Cel-Tech, supra, 20 Cal.4th at 180. "By proscribing 'any unlawful' business practice, section 17200 'borrows' violations of other laws and treats them as independently actionable." Id. (quoting Blank v. Kirwan (1985) 39 Cal.3d 311, 329). To st

4. The "Unfair" Prong Is Not Satisfied The "unfair" prong of section 17200 has been the subject of considerable judicial development, and the applicable standard differs depending on whether the action is brought by a consumer or by a competitor. In a non-consumer action — that is, an action brought by a business competitor, as this case is — the California Supreme Court in Cel-Tech Communications adopted a more rest

5. The "Fraudulent" Prong Is Not Satisfied The "fraudulent" prong of section 17200 requires conduct that is "likely to deceive" members of the public. See Cel-Tech, supra, 20 Cal.4th at 180. A section 17200 claim based on the fraudulent prong requires a showing that the defendant's conduct was likely to mislead or deceive, even if it does not rise to the level of common law fraud. Lazar v. Superior Court (1996) 12 Ca

6. Even If the Tort Claims Survive, § 17200 Provides No Independent Relief and Should Be Dismissed Even if Vantor were to prevail on its first cause of action for tortious interference with contractual relations — the only cause of action not subject to this motion — the section 17200 claim would still provide no independent relief and should be dismissed. The remedies available under sectio