Contract analysis

I. NOTICE OF MOTION TO PLAINTIFF VANTOR HOLDINGS CORP. AND ITS ATTORNEYS OF RECORD, KESSLER, BRANDT & WHITFIELD LLP: PLEASE TAKE NOTICE that Defendant Cascade Retail Holdings Inc. ("Cascade" or "CRH") hereby gives notice that it will move, and does hereby move, this Court for an order granting partial summary judgment, or in the alternative partial summary adjudication, on the following causes of action set forth in

1. Plaintiff's Second Cause of Action: Tortious Interference with Prospective Economic Advantage; and

2. Plaintiff's Third Cause of Action: Unfair Business Practices in Violation of California Business and Professions Code § 17200 et seq. This motion is made pursuant to California Code of Civil Procedure § 437c on the grounds that there is no triable issue of material fact as to either the Second Cause of Action or the Third Cause of Action and that Cascade is entitled to judgment as a matter of law on both causes of

II. INTRODUCTION AND SUMMARY OF ARGUMENT A. Nature of the Case On September 7, 2021, Plaintiff Vantor Holdings Corp. ("Vantor") filed this action against Defendant Cascade Retail Holdings Inc. ("Cascade") alleging three causes of action arising out of Cascade's entry into supply agreements with three consumer-goods suppliers: Hemsworth Consumer Products LLC ("Hemsworth"), Tridale Manufacturing Inc. ("Tridale"), and O

III. STATEMENT OF RELEVANT FACTS The following is a summary of the material facts relevant to this motion. Each fact stated herein is supported by citations to the undisputed evidence as set forth in the concurrently filed Separate Statement of Undisputed Material Facts ("SSUMF"), and is further supported by the Declarations of Douglas Carmichael, Yuki Nakamura, and Dr. Vivian Ostrowski filed herewith. A. The Parties

IV. LEGAL STANDARD FOR SUMMARY JUDGMENT Under California Code of Civil Procedure § 437c, a party may move for summary judgment or, in the alternative, summary adjudication of a cause of action if "all the papers submitted show that there is no triable issue as to any material fact and that the moving party is entitled to a judgment as a matter of law." Cal. Code Civ. Proc. § 437c(c). Summary adjudication of a cause o

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

1. Elements of the Claim Under California Law. To prevail on a claim for tortious interference with prospective economic advantage, a plaintiff must establish each of the following elements: (1) the existence of an economic relationship between the plaintiff and a third party, with the probability of future economic benefit to the plaintiff; (2) the defendant's knowledge of the relationship; (3) the defendant's inten

2. Vantor Cannot Establish Independently Wrongful Conduct. The undisputed evidence in this case conclusively demonstrates that Cascade's conduct was not independently wrongful by any legal measure. Cascade's conduct consisted entirely of offering superior commercial terms to suppliers in a competitive marketplace — precisely the type of ordinary business activity that the independently wrongful requirement was design

3. Vantor's Allegations Amount to Nothing More Than Lawful Competition. Vantor's core theory of liability on the Second Cause of Action is that Cascade "systematically targeted" Vantor's suppliers and offered them better terms for the purpose of depriving Vantor of its supply relationships. But even accepting this characterization of Cascade's intent — which the evidence does not support — it does not satisfy the ind

4. The Termination-for-Convenience Clauses Further Undermine the Prospective Advantage Claim. The termination-for-convenience clauses in each of the three Vantor supply agreements further undermine Vantor's claim for tortious interference with prospective economic advantage in two independent respects. First, the clauses negate the element of a prospective economic advantage with a reasonable probability of future be

1. Elements of a § 17200 Claim. California's Unfair Competition Law ("UCL"), codified at Business and Professions Code § 17200 et seq., prohibits any "unlawful, unfair, or fraudulent business act or practice." Cal. Bus. & Prof. Code § 17200. The UCL establishes three distinct prongs under which a business practice may be found to constitute unfair competition: (a) the "unlawful" prong, which prohibits conduct that vi

2. Vantor's § 17200 Claim Is Entirely Duplicative of Its Tortious Interference Claims. As a threshold matter, Vantor's § 17200 claim is fatally flawed because it is entirely duplicative of the tortious interference claims alleged in the First and Second Causes of Action. A review of the Complaint makes this abundantly clear: the Third Cause of Action incorporates by reference all of the factual allegations underlying

3. The "Unlawful" Prong Is Not Satisfied. The "unlawful" prong of the UCL borrows violations of other laws — including statutes, regulations, and common law rules — and treats them as independently actionable as unfair competition. Cel-Tech, 20 Cal.4th at 180. To state a claim under the unlawful prong, a plaintiff must identify a predicate violation of some law other than § 17200 itself. Aldermere Group (2007) 152 Ca

4. The "Unfair" Prong Is Not Satisfied. The "unfair" prong of the UCL is subject to what courts have termed the "tethering" requirement. In the context of claims brought by business competitors (as opposed to consumers), the California Supreme Court has held that the "unfair" prong must be tethered to a legislatively declared policy or must threaten an "incipient" violation of an antitrust law. Cel-Tech, 20 Cal.4th a

5. The "Fraudulent" Prong Is Not Satisfied. The "fraudulent" prong of the UCL prohibits business acts or practices that are "likely to deceive" members of the public. In re Tobacco II Cases (2009) 46 Cal.4th 298, 312. The fraudulent prong is directed at conduct that involves misrepresentation, deception, or the dissemination of misleading information to consumers or the public. Vantor has not alleged — and cannot est

6. Vantor's Remedy Under § 17200 Is Unavailable. Even if Vantor could establish a viable § 17200 claim — which it cannot — the remedies Vantor seeks are not available under the UCL. Section 17200 authorizes only two forms of relief: injunctive relief and restitution. Cal. Bus. & Prof. Code § 17203; Korea Supply, 29 Cal.4th at 1144. Section 17200 does not authorize the recovery of compensatory damages, consequential d

VI. CONCLUSION For the foregoing reasons, Defendant Cascade Retail Holdings Inc. respectfully requests that this Court grant its motion for partial summary judgment and enter judgment in Cascade's favor on:

1. Vantor's Second Cause of Action for Tortious Interference with Prospective Economic Advantage; and

2. Vantor's Third Cause of Action for Unfair Business Practices in Violation of California Business and Professions Code § 17200 et seq. In the alternative, Cascade respectfully requests that the Court grant summary adjudication on each cause of action separately pursuant to California Code of Civil Procedure § 437c(f)(1). Respectfully submitted, Date: February 28, 2023 CALDERWOOD & HARKNESS LLP By: ________ Douglas