Contract analysis

I. INTRODUCTION Defendant Cascade Retail Holdings Inc. ("Cascade" or "Defendant") respectfully submits this Opposition to Plaintiff Vantor Holdings Corp.'s ("Vantor" or "Plaintiff") Motion to Compel Class-Certification-Style Expanded discovery (the "Motion"), filed on June 15, 2022. The Motion should be denied in its entirety because it seeks irrelevant, disproportionate, and unduly burdensome discovery that has no l

II. FACTUAL BACKGROUND A. The Parties Cascade Retail Holdings Inc. Cascade is a Delaware corporation and publicly traded company listed on the Nasdaq Stock Market under the ticker symbol "CRHI." Cascade is headquartered at 2200 Elliott Avenue West, Suite 1400, Seattle, Washington 98119. Cascade is a multi-channel retail and e-commerce company that operates more than 340 retail locations across 22 states, complemented

1. Hemsworth Consumer Products LLC. Hemsworth is an Oregon limited liability company headquartered in Portland, Oregon. Hemsworth manufactures home goods and kitchen accessories that it distributes through regional and national retail channels. On March 15, 2019, Vantor and Hemsworth entered into an exclusive supply agreement (the "Hemsworth-Vantor Agreement") with a three-year term expiring on March 14, 2022. Under

2. Tridale Manufacturing Inc. Tridale is a Nevada corporation headquartered in Las Vegas, Nevada. Tridale manufactures consumer electronics accessories, including charging cables, device cases, screen protectors, and related products. On January 10, 2020, Vantor and Tridale entered into an exclusive supply agreement (the "Tridale-Vantor Agreement") with a two-year term expiring on January 9, 2022. Vantor committed to

3. Orion Lifestyle Brands Corp. Orion is a California corporation headquartered in Los Angeles, California. Orion manufactures personal care and wellness products, including skincare, grooming, and health and wellness products. On July 1, 2018, Vantor and Orion entered into an exclusive supply agreement (the "Orion-Vantor Agreement") with a four-year term expiring on June 30, 2022. Vantor committed to a minimum annua

III. LEGAL STANDARD Under California Code of Civil Procedure section 2017.010, any party may obtain discovery regarding any matter, not privileged, that is relevant to the subject matter involved in the pending action, "if the matter either is itself admissible in evidence or appears reasonably calculated to lead to the discovery of admissible evidence." While the scope of discovery under California law is broad, it

IV. ARGUMENT A. Vantor's Motion Seeks discovery That Is Irrelevant and Disproportionate to the Claims at Issue

1. The Claims Are Limited to Three Specific Supplier Relationships The threshold question in evaluating Vantor's Motion is whether the discovery it seeks bears any reasonable relationship to the claims Vantor has actually pled. The answer is no. Vantor's complaint alleges three causes of action, each arising from a common and well-defined nucleus of facts: Cascade's entry into supply agreements with three specific su

Section 17200 is not a license to conduct discovery into every aspect of a defendant's business operations. A section 17200 claim based on a predicate violation — here, the alleged tortious interference — rises or falls with the predicate conduct. See Cel-Tech Communications, Inc. v. Los Angeles Cellular Telephone Co. (1999) 20 Cal.4th 163, 180 (explaining the structure of section 17200 claims). Discovery into unrela

3. The discovery Already Conducted Is Extensive and Sufficient Vantor's Motion fails to account for the extraordinary breadth and depth of discovery that has already been conducted in this case. The record before the Court demonstrates that Cascade has made a substantial, good-faith effort to produce all relevant documents concerning the three supplier relationships at issue, and that Vantor already has ample documen

1. Scope of the Burden Even if the discovery Vantor seeks were marginally relevant — and it is not — the Motion should be denied because the burden it would impose on Cascade is grossly disproportionate to any possible benefit. Cascade operates more than 340 retail locations across 22 states and maintains active supplier relationships with hundreds of manufacturers, distributors, and brand partners. Cascade's supplie

2. Cost and Resource Implications Cascade has already incurred substantial e-discovery costs in this litigation. The collection, processing, hosting, and review of 452,316 documents — culminating in the production of 78,412 documents and the creation of a 3,214-entry privilege log — has required significant expenditures for e-discovery vendor services, attorney review time, and litigation support resources. These cos

1. Product Category Limitation. Any expanded discovery should be limited to supplier relationships in the three specific product categories at issue in this case: home goods, consumer electronics accessories, and personal care products. Vantor's request for discovery into "any adjacent product categories" is undefined, overbroad, and untethered to any claim Vantor has pled. Discovery should not extend to sporting goo

2. Pre-Existing Vantor Relationship Requirement. Any expanded discovery should be limited to suppliers who also had pre-existing supply relationships with Vantor. The relevance of other supplier relationships, to the extent it exists, derives from the allegation that Cascade targeted Vantor's suppliers. Suppliers who had no pre-existing relationship with Vantor have no connection to Vantor's claims.

3. Temporal Limitation. Any expanded discovery should be limited to the Project Atlas period — February 2021 forward. Vantor's Motion seeks discovery dating back to January 2020, but the claims in this case arise from conduct that began with Project Atlas in February 2021. There is no basis for extending the temporal scope of discovery beyond the period relevant to the alleged interference.

4. Numerical Limitation. Any expanded discovery should be limited to no more than 10 to 15 additional supplier relationships beyond the three at issue, for a total of no more than 13 to 18 supplier relationships. The parties should meet and confer to identify the specific additional suppliers, if any, that fall within the scope of any expanded discovery.

5. Custodial Limitation. Any expanded discovery should be limited to custodians already identified in the litigation hold — Annika Bergström, Lena Torvik, David Pruitt, Margaret Prumvane, and Raj Subramanian — plus any individual who was directly involved in negotiations with any additional identified supplier. The discovery should not require collection from new custodians who had no involvement in the specific supp

6. Cost-Sharing Provisions. Any expansion of discovery beyond the three supplier relationships at issue should be accompanied by appropriate cost-sharing provisions. Vantor is seeking discovery that goes well beyond the scope of its own claims; it should not be permitted to do so entirely at Cascade's expense. The Court should require Vantor to share in the reasonable costs of collection, processing, and review assoc

V. CONCLUSION For the foregoing reasons, Defendant Cascade Retail Holdings Inc. respectfully requests that the Court deny Plaintiff Vantor Holdings Corp.'s Motion to Compel Class-Certification-Style Expanded discovery in its entirety. The discovery Vantor seeks is irrelevant to the three specific supplier relationships at the heart of this case, disproportionate to the claims and amount in controversy, and unduly bur

1. I am a Senior Associate at Calderwood & Harkness LLP, 600 South Grand Avenue, Suite 3200, Los Angeles, California 90071. I am admitted to practice law in the State of California (State Bar No. 297563) and am counsel of record for Defendant Cascade Retail Holdings Inc. ("Cascade") in this action. I have personal knowledge of the facts set forth in this declaration and, if called as a witness, could and would testif

2. I submit this declaration in support of Cascade's Opposition to Plaintiff Vantor Holdings Corp.'s ("Vantor") Motion to Compel Class-Certification-Style Expanded discovery (the "Motion"), filed on June 15, 2022. B. Discovery Efforts to Date

3. Since the commencement of discovery in this action pursuant to the January 14, 2022 scheduling order, Cascade has undertaken an extensive and good-faith effort to identify, collect, review, and produce documents responsive to Vantor's discovery requests.

4. To facilitate document collection, Calderwood & Harkness LLP engaged Krane Investigations LLC as Cascade's e-discovery vendor. Samuel Byrd serves as the Project Manager for Krane Investigations LLC on this engagement. Krane Investigations LLC has been responsible for the collection, processing, de-duplication, hosting, and production of electronically stored information ("ESI") from Cascade custodians.

5. As of the date of this declaration, Cascade has collected a total of 452,316 documents from Cascade custodians. The custodians from whom documents have been collected include the following individuals, who are the key personnel involved in the Project Atlas initiative and the three supplier relationships at issue in this action: (a) Annika Bergström, Vice President of Strategic Sourcing; (b) Lena Torvik, Senior Vi

6. Of the 452,316 documents collected, 198,740 documents have been reviewed for relevance and privilege by the Calderwood & Harkness LLP litigation team, including attorneys, paralegals, and trained litigation support personnel.

7. As a result of the document review, 78,412 documents have been produced to Vantor. The produced documents include, among other things, internal communications, supplier correspondence, negotiation materials, supply agreements, purchase orders, financial analyses, and strategic planning documents relating to the three supplier relationships at issue (Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., and

8. Cascade has prepared and served a privilege log containing 3,214 entries, identifying documents withheld from production on the basis of attorney-client privilege, work product protection, or both. C. Project Atlas Documents

9. As part of Cascade's document review, the litigation team identified and reviewed all documents relating to Cascade's internal strategic initiative known as "Project Atlas." Project Atlas was launched in February 2021 to identify and onboard approximately 25 new suppliers across three product categories: home goods, consumer electronics accessories, and personal care products.

10. The team reviewed a total of 2,847 internal Project Atlas emails. Of those 2,847 emails, only 14 contain any reference to Vantor's existing supplier relationships. I have personally reviewed each of those 14 emails. None of the 14 emails demonstrates actual knowledge on the part of any Cascade employee of the specific exclusivity provisions contained in any of the three Vantor supplier agreements at issue in this

11. All Project Atlas planning documents — including the initiative's charter, budget approvals, project timelines, milestone reports, supplier identification lists, and onboarding materials — have been reviewed and, to the extent responsive and non-privileged, produced to Vantor. D. Third-Party Productions

12. In April 2022, third-party subpoenas duces tecum were served on each of the three suppliers identified in Vantor's complaint: Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., and Orion Lifestyle Brands Corp. The subpoenas sought documents relating to the suppliers' relationships with both Vantor and Cascade, including all communications, agreements, purchase orders, and related correspondence.

13. All three suppliers responded to the subpoenas and produced documents. The combined third-party productions total 23,567 documents, which have been processed, hosted, and made available on the review platform maintained by Krane Investigations LLC. E. Meet-and-Confer Efforts

14. On June 2, 2022, I sent a letter on behalf of Calderwood & Harkness LLP to Martin Kessler and Natalie Whitfield at Kessler, Brandt & Whitfield LLP, counsel for Vantor, regarding Vantor's expressed intent to seek expanded discovery beyond the three supplier relationships at issue. In the letter, I identified Cascade's objections to the proposed expanded discovery, outlined the substantial discovery already conduct

15. A true and correct copy of my June 2, 2022 letter is attached hereto as Exhibit A.

16. Vantor filed its Motion to Compel on June 15, 2022 — less than two weeks after my June 2, 2022 meet-and-confer letter. Prior to filing the Motion, Kessler, Brandt & Whitfield LLP did not respond to my letter with a substantive counter-proposal, did not participate in a telephonic meet-and-confer, and did not identify specific discovery needs that could have been addressed through negotiation. To my knowledge, Van

17. If the Court were to grant Vantor's Motion as requested — compelling Cascade to produce documents and respond to discovery concerning all supplier relationships Cascade entered into from January 2020 to the present — the burden on Cascade would be substantial.

18. Based on my discussions with Samuel Byrd at Krane Investigations LLC and with members of Cascade's legal and information technology departments, I estimate that expanding the scope of discovery as Vantor requests would require the collection of documents from approximately 35 to 50 additional custodians beyond the five custodians currently subject to the litigation hold.

19. Based on the volume of documents collected from the current five custodians (452,316 documents), and accounting for the substantially larger number of custodians who would need to be added, I estimate that expanding the scope of discovery would result in the collection of approximately 1.5 to 3 million additional documents requiring processing, de-duplication, hosting, and review.

20. The estimated additional e-discovery costs — including vendor processing and hosting fees, attorney review time, privilege review, privilege log preparation, and production costs — would be substantial. While a precise cost estimate would require further analysis, I estimate that the additional costs would be in the range of $2.5 million to $5 million, depending on the ultimate number of custodians and documents

21. In addition to direct cost, the expanded discovery would significantly delay the progress of this litigation. The current document review is proceeding on a timeline consistent with the January 14, 2022 scheduling order. Adding 1.5 to 3 million additional documents to the review queue would require months of additional review time and would likely necessitate an extension of the discovery cutoff. G. Exhibits

22. The following exhibits are attached to this declaration: Exhibit A: June 2, 2022 letter from Yuki Nakamura to Martin Kessler and Natalie Whitfield at Kessler, Brandt & Whitfield LLP re: Meet-and-Confer on discovery