Contract analysis

I. FACTS REGARDING THE PARTIES Undisputed Material Fact No. 1: Cascade Retail Holdings Inc. is a corporation duly organized and existing under the laws of the State of Delaware, with its principal place of business located at 2200 Elliott Avenue West, Suite 1400, Seattle, Washington 98119. Cascade is publicly traded on the Nasdaq Stock Market under the ticker symbol "CRHI." Cascade operates more than 340 retail locat

II. FACTS REGARDING THE THREE EXCLUSIVE SUPPLY AGREEMENTS BETWEEN VANTOR AND THE SUPPLIERS Undisputed Material Fact No. 5: On or about July 1, 2018, Vantor and Orion Lifestyle Brands Corp. ("Orion"), a California corporation headquartered at 1900 Avenue of the Stars, Suite 1050, Los Angeles, California 90067, entered into a written exclusive supply agreement (the "Orion–Vantor Supply Agreement"). The Orion–Vantor Sup

III. FACTS REGARDING TERMINATION-FOR-CONVENIENCE CLAUSES Undisputed Material Fact No. 8: The Hemsworth–Vantor Supply Agreement contained a termination-for-convenience clause, set forth in Section 12.3 of that agreement, which permitted either party to terminate the agreement upon ninety (90) days' prior written notice to the other party, without cause and without the payment of any termination fee or penalty. This pr

IV. FACTS REGARDING PROJECT ATLAS AND CASCADE'S SUPPLIER OUTREACH Undisputed Material Fact No. 12: In February 2021, Cascade launched an internal strategic initiative known as "Project Atlas," the purpose of which was to diversify and strengthen Cascade's supplier network, with a particular focus on the home goods, consumer electronics accessories, and personal care product categories. Project Atlas was led by Annika

V. FACTS REGARDING THE THREE CASCADE–SUPPLIER AGREEMENTS Undisputed Material Fact No. 15: On or about May 10, 2021, Cascade and Orion Lifestyle Brands Corp. entered into a supply agreement (the "Cascade–Orion Supply Agreement") with a four-year term and an annual purchase commitment by Cascade of $31.0 million, representing an increase of approximately 112% over Vantor's annual purchase commitment to Orion of $14.6 m

VI. FACTS REGARDING CASCADE'S LACK OF KNOWLEDGE OF EXCLUSIVITY PROVISIONS Undisputed Material Fact No. 18: At the time Cascade entered into its supply agreements with Orion (May 10, 2021), Hemsworth (June 1, 2021), and Tridale (August 15, 2021), no person employed by or acting on behalf of Cascade had actual knowledge of the exclusivity provisions contained in the Vantor–Orion, Vantor–Hemsworth, or Vantor–Tridale sup

VII. FACTS REGARDING SUPPLIERS' INDEPENDENT DECISION-MAKING Undisputed Material Fact No. 20: Each of the three suppliers — Hemsworth, Tridale, and Orion — independently decided to enter into supply agreements with Cascade based on commercially favorable terms that Cascade offered, including significantly higher annual purchase commitments than those contained in their respective agreements with Vantor. Specifically,

VIII. FACTS REGARDING VANTOR'S DAMAGES CLAIMS Undisputed Material Fact No. 21: In this action, Vantor claims total damages of $87.4 million arising from the loss of the three supplier relationships at issue. This damages figure is comprised of three components: (a) $34.2 million in alleged lost profits from the Hemsworth relationship, calculated based on a projected five-year revenue stream discounted to present valu

IX. FACTS REGARDING THE § 17200 CLAIM Undisputed Material Fact No. 24: Vantor's Third Cause of Action, asserted under California Business and Professions Code § 17200 (the "Unfair Competition Law" or "UCL"), alleges unfair business practices based entirely on the same conduct that forms the basis of Vantor's First Cause of Action (intentional interference with contractual relations) and Second Cause of Action (tortio

X. FACTS REGARDING THE PROCEDURAL HISTORY Undisputed Material Fact No. 26: Vantor filed its Complaint for Damages and Injunctive Relief on September 7, 2021 in the Superior Court of the State of California, County of Los Angeles, and this action was assigned Case No. 21STCV-34872. The complaint asserts three causes of action: (1) intentional interference with contractual relations; (2) tortious interference with pros