Contract analysis

I. INTRODUCTION Defendant Cascade Retail Holdings Inc. ("Cascade" or "CRH") respectfully submits this reply brief in further support of its Opposition to Plaintiff Vantor Holdings Corp.'s ("Vantor") Motion to Compel Class-Certification-Style Expanded discovery, originally filed on June 15, 2022. This reply addresses the arguments raised in Vantor's reply memorandum filed on July 15, 2022, and demonstrates that those

II. VANTOR'S "PATTERN-AND-PRACTICE" ARGUMENT IS A LITIGATION TACTIC, NOT A COGNIZABLE DISCOVERY THEORY A. Vantor's Complaint Does Not Allege a Pattern-and-Practice Claim The operative complaint in this matter was filed on September 7, 2021. It identifies only three supplier relationships as the basis for Vantor's tortious interference claims: the exclusive supply agreement between Vantor and Hemsworth Consumer Produc

III. THE REQUESTED DISCOVERY IS DISPROPORTIONATE TO THE NEEDS OF THE CASE Even if Vantor's "pattern-and-practice" theory had some arguable relevance — which it does not — the discovery sought would be wildly disproportionate to the needs of this case. The parties have already engaged in extensive, robust, and costly discovery focused on the three supplier relationships at issue, and Vantor has failed to explain why t

IV. VANTOR'S SPECIFIC ARGUMENTS IN ITS REPLY ARE WITHOUT MERIT Vantor's reply brief raises three specific arguments in support of its motion, none of which withstands scrutiny. Cascade addresses each in turn. A. Vantor's Argument That "Other Supplier Relationships Show Cascade's Modus Operandi" Vantor argues that if Cascade engaged in similar conduct with other suppliers — that is, if Cascade contacted or contracted

V. IF THE COURT IS INCLINED TO GRANT ANY EXPANDED DISCOVERY, IT SHOULD BE NARROWLY LIMITED Cascade's primary position is that Vantor's motion should be denied in its entirety. The discovery already completed is comprehensive and proportionate to the claims at issue, and Vantor has failed to demonstrate any legal or factual basis for expanded discovery into Cascade's unrelated supplier relationships. However, if the C

1. Numerical Limitation on Additional Supplier Relationships. Any expanded discovery should be limited to no more than five (5) additional supplier relationships identified by Vantor. Vantor should be required to make a particularized showing of relevance for each such relationship, demonstrating specific, articulable facts — not mere speculation — supporting a reasonable belief that the supplier had an exclusive sup

2. Categorical Limitation on Documents. For any additional supplier relationships for which discovery is authorized, the categories of documents subject to production should be limited to communications between Cascade personnel and the supplier relating to any pre-existing exclusive supply agreements those suppliers may have had with third parties at the time of Cascade's initial contact. General procurement documen

3. Temporal Limitation. Any expanded discovery should be limited to the period from February 2021 — the date of the launch of Project Atlas — through August 15, 2021 — the date of the last Cascade supply agreement at issue, specifically the Cascade–Tridale agreement executed during the relevant period. Documents pre-dating the launch of Project Atlas and post-dating the completion of the relevant supplier onboarding

4. Cost-Shifting. Vantor should be required to bear the full costs of any expanded collection, processing, review, and production — including the costs of additional document processing and hosting through Krane Investigations LLC or another mutually agreed-upon e-discovery vendor, and the costs of attorney review of any additional documents collected. Cascade should not be required to subsidize the cost of discovery

VI. CONCLUSION For the foregoing reasons, Vantor's motion to compel class-certification-style expanded discovery should be denied. The discovery Vantor requests is disproportionate to the claims at issue, irrelevant to any element of Vantor's causes of action, and designed to impose maximum burden on Cascade rather than to advance any legitimate claim or defense. The discovery already completed in this litigation is

II. VANTOR'S "PATTERN-AND-PRACTICE" ARGUMENT IS A LITIGATION TACTIC, NOT A COGNIZABLE DISCOVERY THEORY | 3 A. Vantor's Complaint Does Not Allege a Pattern-and-Practice Claim | 3 B. Pattern-and-Practice Evidence Is Irrelevant to the Elements of Tortious Interference | 5 C. Vantor Cites No Authority Supporting discovery of This Scope in a Tortious Interference Case | 8

III. THE REQUESTED DISCOVERY IS DISPROPORTIONATE TO THE NEEDS OF THE CASE | 9 A. The discovery Burden on Cascade Has Already Been Enormous | 10 B. Expanding discovery to All Cascade Supplier Relationships Would Require Review of Hundreds of Thousands of Additional Documents | 12 C. Proportionality Under California Law Requires Balancing Burden Against Need | 14

IV. VANTOR'S SPECIFIC ARGUMENTS IN ITS REPLY ARE WITHOUT MERIT | 16 A. Vantor's Argument That "Other Supplier Relationships Show Cascade's Modus Operandi" | 16 B. Vantor's Argument That Cascade's Objections Are "Boilerplate" | 18 C. Vantor's Argument That Cascade Should Bear the Cost of Expanded discovery | 19

V. IF THE COURT IS INCLINED TO GRANT ANY EXPANDED DISCOVERY, IT SHOULD BE NARROWLY LIMITED | 20

VI. CONCLUSION | 22 Page Applied Equip. Corp. v. Litton Saudi Arabia Ltd. (1994) 7 Cal.4th 503 | 6 Calcor Space Facility, Inc. v. Superior Court (1997) 53 Cal.App.4th 216 | 14, 15 della Penna v. Crowne Albany Industries (1995) 11 Cal.4th 376 | 6 Digital Music News LLC v. Superior Court (2014) 226 Cal.App.4th 216 | 15 Gonzalez v. Superior Court (1995) 33 Cal.App.4th 1539 | 14 Greenly v. Cooper (1978) 77 Cal.App.3d 382