Contract analysis

I. INTRODUCTION Defendant Cascade Retail Holdings Inc. ("Cascade" or "Defendant") respectfully submits this Reply in support of its Motion for Partial Summary Judgment filed on February 28, 2023, seeking summary adjudication on Plaintiff Vantor Holdings Corp.'s ("Vantor" or "Plaintiff") Second Cause of Action for Tortious Interference with Prospective Economic Advantage and Third Cause of Action for Unfair Business P

II. ARGUMENT A. Vantor's Third Cause of Action Under Business and Professions Code Section 17200 Is Properly Subject to Summary Adjudication as Duplicative and Lacking Independent Legal Basis

1. Vantor's Opposition Identifies No Independent "Unlawful, Unfair, or Fraudulent" Conduct Beyond the Alleged Tortious Interference California's Unfair Competition Law, Business and Professions Code section 17200, prohibits "any unlawful, unfair or fraudulent business act or practice." The statute establishes three independent prongs—unlawful, unfair, and fraudulent—each of which provides a separate and distinct basi

2. Vantor's "Unfairness" Theory Fails the Applicable Balancing Test To the extent Vantor argues that Cascade's conduct was "unfair" under the Section 17200 framework, it must satisfy the applicable standard for "unfairness" in competitor cases. In disputes between competitors, California courts apply the test articulated in Cel-Tech Communications, Inc. v. Los Angeles Cellular Telephone Co., supra, 20 Cal.4th at 186–

1. The Legal Standard Requires Independently Wrongful Conduct The elements of a claim for tortious interference with prospective economic advantage under California law are well established. A plaintiff must demonstrate: (1) 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) intentio

2. The Fourteen Project Atlas Emails Do Not Create a Triable Issue of Fact on Independently Wrongful Conduct Vantor's Opposition centers its entire argument regarding independently wrongful conduct on fourteen (14) internal Cascade emails from the Project Atlas initiative that reference Vantor's existing supplier relationships with Hemsworth, Tridale, and Orion. These fourteen emails were produced by Cascade in disco

3. Vantor's "Pattern and Practice" Argument Is Unavailing Vantor's Opposition suggests that the Court should infer wrongful conduct from the fact that Cascade entered agreements with three of Vantor's suppliers during the same general time period—May through August 2021. Vantor characterizes this temporal overlap as a "pattern and practice" of targeting Vantor's suppliers and argues that it creates a triable issue of

4. Vantor's Reliance on the Deposition Testimony of Thomas Brennecke Is Misplaced Vantor's Opposition cites extensively to the deposition testimony of Thomas Brennecke, Vantor's Vice President of Supplier Relations, who was deposed on October 26, 2022. Mr. Brennecke testified that each of the three suppliers—Hemsworth, Tridale, and Orion—informed Vantor that they were terminating their exclusive supply arrangements t

1. Vantor's Damages Theory for the Prospective Advantage Claim Depends on Speculative Future Revenue Streams Even if the Court were to find that a triable issue of fact exists on the element of independently wrongful conduct—which Cascade respectfully submits it should not—the Second Cause of Action would still fail as a matter of law because Vantor's damages theory is impermissibly speculative. The Second Cause of A

2. Dr. Ostrowski's Rebuttal Report Confirms the Speculative Nature of Vantor's Prospective Damages The speculative nature of Vantor's damages theory is further confirmed by the rebuttal report of Cascade's damages expert, Dr. Vivian Ostrowski of Archer & Colvin Consulting Group, submitted on December 22, 2022. Dr. Ostrowski conducted an independent analysis of the damages attributable to the alleged interference and

III. VANTOR'S OPPOSITION DOES NOT OVERCOME CASCADE'S SHOWING ON EITHER CLAIM In summary, Vantor's Opposition suffers from four fundamental deficiencies, each of which independently warrants the granting of Cascade's Motion: First, on the Section 17200 claim (Third Cause of Action), Vantor identifies no independent unlawful, unfair, or fraudulent business practice separate from the tortious interference allegations. T

IV. CONCLUSION For the reasons set forth above and in Cascade's moving papers filed on February 28, 2023, Defendant Cascade Retail Holdings Inc. respectfully requests that the Court grant its Motion for Partial Summary Judgment and enter summary adjudication in Cascade's favor on the following causes of action:

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 under California Business and Professions Code section 17200 et seq. Dated: April 4, 2023 CALDERWOOD & HARKNESS LLP By: ________ Douglas Carmichael (SBN 187452) 600 South Grand Avenue, Suite 3200 Los Angeles, California 90071 Telephone: (213) 629-4000 Attorneys for Defendant Cascade Retail Holdings Inc. PROOF OF SERVICE STATE OF CALIFORNIA, COUNTY OF LOS