Contract analysis

I. INTRODUCTION AND PROCEDURAL BACKGROUND Plaintiff Vantor Holdings Corp. ("Vantor" or "Plaintiff") and Defendant Cascade Retail Holdings Inc. ("Cascade" or "Defendant") (collectively, the "Parties"), through their respective counsel of record, respectfully submit this Joint discovery Plan and Proposed Scheduling Order (the "Plan") to the Court pursuant to California Rules of Court, rule 3.724, and the Court's direct

1. Complaint Filed. On September 7, 2021, Vantor filed its Complaint for Damages in this Court, asserting three causes of action against Cascade: (1) tortious interference with contractual relations; (2) tortious interference with prospective economic advantage; and (3) unfair business practices in violation of California Business and Professions Code Section 17200 et seq. The Complaint alleges that Cascade engaged i

2. Service of Process. Cascade was served with the summons and Complaint on September 28, 2021, through its registered agent for service of process in California.

3. Answer and Affirmative Defenses. On October 18, 2021, Cascade timely filed its Answer and Affirmative Defenses to the Complaint, denying the material allegations of Vantor's Complaint and asserting various affirmative defenses, including, inter alia, lack of knowledge of the exclusivity provisions at issue, independent action by the suppliers, failure to mitigate damages, and the availability of termination-for-co

4. Initial Case Management Conference. On November 5, 2021, the Parties appeared before this Court for an initial case management conference. At the conference, the Court directed the Parties to meet and confer in good faith regarding a joint discovery plan and proposed scheduling order, and to file the same with the Court no later than January 14, 2022.

5. Meet and Confer. In compliance with the Court's directive, counsel for the Parties have conducted multiple meet-and-confer sessions, including telephonic conferences on November 22, 2021, December 8, 2021, December 20, 2021, and January 4, 2022, as well as extensive correspondence regarding the terms of this Plan. The Parties have reached agreement on the discovery framework, timing, and deadlines set forth herein

II. NATURE OF THE ACTION A. Plaintiff's Claims Vantor Holdings Corp. is a California corporation engaged in the wholesale distribution and retail sale of consumer goods, including household products, personal care items, and lifestyle accessories. Vantor maintains a network of exclusive supplier relationships that form the core of its business operations and competitive position in the consumer-goods marketplace. Van

III. PARTIES' AGREEMENT ON SCOPE OF DISCOVERY A. Core discovery Scope The Parties have met and conferred regarding the appropriate scope of discovery in this action. The Parties agree that discovery shall initially focus on the following core areas, which are directly relevant to the claims and defenses at issue:

1. The Three Supplier Relationships. discovery shall encompass all documents, communications, and information relating to the three supplier relationships at issue — i.e., the relationships between Vantor and each of Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., and Orion Lifestyle Brands Corp. — including the negotiation, execution, performance, modification, and termination of the exclusive supply ag

2. Project Atlas. discovery shall encompass all documents, communications, and information relating to Cascade's "Project Atlas" initiative, including the formation, planning, approval, implementation, and execution of the initiative, the internal deliberations and communications at Cascade regarding Project Atlas, and the supplier onboarding activities conducted pursuant to Project Atlas.

3. Cascade–Supplier Communications. discovery shall include all communications between Cascade (including its officers, employees, agents, and representatives) and each of the three Suppliers regarding potential supply arrangements, the terms and conditions of any proposed or executed supply agreements, and any discussions regarding the Suppliers' existing contractual obligations to Vantor or any other distributor.

4. Damages and Financial Information. discovery shall include financial records, projections, and analyses necessary to evaluate Vantor's claimed damages, including records relating to the financial performance of the Vantor–Supplier relationships, Vantor's lost profits calculations, and any mitigation efforts undertaken by Vantor.

5. Vantor–Supplier Agreements. discovery shall include all exclusive supply agreements between Vantor and each of the three Suppliers, together with all amendments, modifications, side letters, purchase orders, and correspondence relating to the performance and termination of those agreements. B. Reservation of Rights Regarding Expanded discovery The Parties have been unable to reach agreement on whether discovery sh

IV. DOCUMENT DISCOVERY A. Requests for Production of Documents The Parties agree to the following schedule and procedures for requests for production of documents:

1. Service of Requests. Each Party shall serve its first set of requests for production of documents no later than March 15, 2022. Either Party may serve supplemental or additional sets of requests for production thereafter, subject to the requirements of California Code of Civil Procedure Section 2031.010 et seq. and the discovery cut-off dates set forth herein.

2. Responses and Objections. The responding Party shall serve its written responses and objections to the requests for production within thirty (30) days of service, plus any applicable extensions for method of service as provided by California Code of Civil Procedure Section 1013.

3. Substantial Completion of Production. Production of responsive documents shall be substantially completed within forty-five (45) days of service of responses. The Parties acknowledge that certain categories of documents may require additional time for collection, review, and processing, and the Parties agree to work cooperatively regarding any reasonable extensions of time needed for production. Any disputes regar

1. TIFF Format. Documents shall be produced in single-page TIFF image format (Group IV, 300 dpi resolution) with extracted text files (in .txt format) and metadata load files (in .dat or .csv format). Each TIFF image shall be endorsed with a unique Bates number.

2. Native Format. Documents for which TIFF production would not accurately represent the content, functionality, or relevant characteristics of the document — including, but not limited to, spreadsheets (e.g., Microsoft Excel files), databases, and presentations with embedded formulas, macros, or dynamic content — shall be produced in their native file format with associated metadata.

3. Load Files. Each production shall be accompanied by a load file containing, at a minimum, the following metadata fields: Bates Begin, Bates End, Custodian, Date Sent, Date Received, Author, From, To, CC, BCC, Subject, File Name, File Path, File Extension, File Size, Date Created, Date Modified, and MD5 Hash Value.

4. Privilege Logs. Each Party shall produce a privilege log concurrent with, or within thirty (30) days of, each document production. Privilege logs shall comply with the requirements of California Code of Civil Procedure Section 2031.240(c) and shall include, at a minimum, the following information for each document withheld: document date, author(s), recipient(s), a general description of the document sufficient to

V. INTERROGATORIES A. Timing. The Parties agree to the following schedule for the service and response to interrogatories:

1. Service of First Set. Each Party shall serve its first set of interrogatories no later than March 15, 2022. The Parties have agreed to serve their first sets of interrogatories concurrently with their first sets of requests for production of documents, in order to facilitate efficient coordination of written discovery.

2. Responses. Responses to interrogatories shall be served within thirty (30) days of service, plus any applicable extensions for method of service as provided by California Code of Civil Procedure Section 1013. B. Limitations.

1. Initial Limitation. The Parties agree to limit initial interrogatories to twenty-five (25) interrogatories per side, including all discrete subparts, consistent with the limitations set forth in California Code of Civil Procedure Section 2030.030. Each subpart of an interrogatory that calls for a separate response shall be counted as a separate interrogatory for purposes of this limitation.

2. Supplemental Interrogatories. Either Party may serve supplemental interrogatories following the substantial completion of document discovery, subject to the statutory limitations set forth in California Code of Civil Procedure Section 2030.040 et seq. and subject to the discovery cut-off dates established herein. The Parties agree that supplemental interrogatories should be served promptly after the information gi

VI. REQUESTS FOR ADMISSION The Parties agree to the following schedule and procedures for requests for admission:

1. Service of Requests. Each Party may serve requests for admission no later than June 1, 2022. The Parties have agreed that requests for admission should be served after the initial exchange of document productions, so that the requests may be informed by the documents produced.

2. Responses. Responses to requests for admission shall be due within thirty (30) days of service, plus any applicable extensions for method of service as provided by California Code of Civil Procedure Section 1013.

3. Scope. Requests for admission may address the genuineness of documents, the truth of specified matters of fact, and the application of law to fact, in accordance with California Code of Civil Procedure Section 2033.010 et seq. The Parties agree that requests for admission should be narrowly tailored to matters that are genuinely in dispute and should not be used as a substitute for interrogatories or as a tool to

VII. DEPOSITIONS A. Fact Depositions

1. Number and Duration. Each side shall be entitled to take up to ten (10) fact depositions of individual witnesses, each limited to seven (7) hours on the record, consistent with the limitations set forth in California Code of Civil Procedure Section 2025.290. The Parties agree that the seven-hour limitation refers to actual time on the record during which the deponent is being examined by counsel, exclusive of brea

2. Priority Witnesses. The Parties have identified the following preliminary, non-exhaustive lists of priority witnesses whom they intend to depose during the fact discovery period: Plaintiff Vantor Holdings Corp. intends to depose the following Cascade witnesses: (a) Annika Bergström, Vice President, Strategic Sourcing — Ms. Bergström is believed to have had direct responsibility for identifying, evaluating, and neg

3. Third-Party Witness Depositions. Either Party may notice depositions of witnesses employed by or affiliated with the three Suppliers at issue. The Parties have identified the following individuals as likely third-party deponents: (a) Janet Kohler, Chief Executive Officer, Hemsworth Consumer Products LLC; (b) Gregory Fontaine, President, Tridale Manufacturing Inc.; and (c) Simone Alvarez, Chief Executive Officer, O

4. Scheduling of Fact Depositions. Fact depositions shall commence no earlier than September 1, 2022, following the substantial completion of document discovery. The Parties agree that conducting depositions after document discovery has been substantially completed will promote efficiency and reduce the need for reconvening depositions after the production of additional documents. All fact depositions shall be comple

VIII. THIRD-PARTY DISCOVERY A. Subpoenas Duces Tecum The Parties anticipate serving subpoenas duces tecum on the three Suppliers at issue to obtain documents and records relevant to the claims and defenses in this action. The Suppliers' principal places of business are as follows: (a) Hemsworth Consumer Products LLC, 4720 NW Yeon Avenue, Portland, Oregon 97210; (b) Tridale Manufacturing Inc., 6300 South Pecos Road, S

IX. EXPERT DISCOVERY A. Designation of Experts Each Party shall designate its retained expert witnesses, together with a brief description of the general substance of each expert's expected testimony, no later than October 15, 2022. Rebuttal expert designations shall be made no later than November 1, 2022. Rebuttal expert designations shall identify any additional experts retained solely for the purpose of rebutting

1. Opening Expert Reports. Opening expert reports shall be served no later than December 9, 2022. Each opening expert report shall comply with the requirements of California Code of Civil Procedure Section 2034.260 and shall include, at a minimum, a complete statement of all opinions the expert will express, the basis and reasons for each opinion, the data and information considered by the expert in forming the opini

2. Rebuttal Expert Reports. Rebuttal expert reports shall be served no later than December 22, 2022. Rebuttal reports shall be limited to opinions offered in response to the opinions set forth in the opening expert reports and shall not introduce new, affirmative opinions beyond the scope of rebuttal. C. Expert Depositions Depositions of all designated expert witnesses shall be completed by February 15, 2023. The Par

X. PRIVILEGE AND PROTECTIVE ORDER A. Privilege Log Each Party shall maintain and produce a privilege log identifying all documents and communications withheld from production on the basis of the attorney-client privilege, the work product doctrine, or any other applicable privilege or protection. The privilege logs shall provide sufficient information to enable the opposing Party and the Court to evaluate the applica

XI. DISCOVERY CUT-OFF The Parties agree to the following discovery cut-off dates:

1. Fact discovery Cut-Off. All fact discovery, including all fact depositions, responses to written discovery, and productions of documents, shall be completed by November 30, 2022.

2. Expert discovery Cut-Off. All expert discovery, including the service of expert reports and the completion of expert depositions, shall be completed by February 15, 2023.

3. Modification. The discovery cut-off dates set forth herein are subject to modification by stipulation of the Parties approved by the Court or by order of the Court upon a showing of good cause. The Parties acknowledge that unforeseen circumstances — including, without limitation, the volume and complexity of document productions, the need for additional depositions, or the discovery of new evidence — may necessita

XII. MOTION PRACTICE AND DISPOSITIVE MOTIONS A. Discovery Motions The Parties agree to the following procedures for discovery-related motion practice:

1. Meet and Confer Requirement. Before filing any motion to compel or other discovery motion, the moving Party shall meet and confer in good faith with the opposing Party in a genuine attempt to resolve the discovery dispute informally, as required by California Code of Civil Procedure Section 2016.040. The meet-and-confer process shall include, at minimum, a telephonic or in-person conference between counsel with au

2. Filing Deadline. Any motions to compel or other discovery motions must be filed within forty-five (45) days of the service of the discovery response at issue, after the Parties have met and conferred in good faith. The Parties acknowledge that this forty-five-day deadline is intended to ensure the prompt resolution of discovery disputes and to avoid unnecessary delays in the progress of discovery.

3. Informal Resolution. The Parties agree to make good-faith efforts to resolve discovery disputes informally before resorting to motion practice. The Parties further agree to comply with any procedures established by the Court for informal discovery dispute resolution, including telephonic conferences with the Court or discovery referees, if applicable. B. Dispositive Motions The Parties agree to the following sched

1. Filing Deadline. Motions for summary judgment or summary adjudication shall be filed no later than February 28, 2023. The Parties acknowledge that this deadline is designed to allow sufficient time for the completion of all fact and expert discovery before the filing of dispositive motions.

2. Opposition. Oppositions to motions for summary judgment or summary adjudication shall be filed within thirty (30) days of the filing and service of the motion.

3. Reply. Reply briefs in support of motions for summary judgment or summary adjudication shall be filed within fifteen (15) days of the filing and service of the opposition.

4. Hearing. Hearings on dispositive motions shall be set at the Court's convenience. The Parties respectfully request that the Court schedule hearing dates no later than April 30, 2023, in order to permit the resolution of dispositive motions in advance of the anticipated trial date.

XIII. SETTLEMENT AND ALTERNATIVE DISPUTE RESOLUTION The Parties acknowledge the Court's authority to order a mandatory settlement conference pursuant to California Rules of Court, rule 3.1380, and the Court's inherent authority to manage the progress of litigation toward resolution. The Parties are amenable to participating in mediation or a mandatory settlement conference at an appropriate time in the course of this

XIV. TRIAL A. Trial Readiness The Parties propose that the matter be deemed trial-ready no earlier than June 2023, following the anticipated resolution of any dispositive motions and the completion of all pretrial procedures. The Parties respectfully request a trial preference date in Summer or Fall 2023, subject to the Court's calendar and availability. B. Estimated Length of Trial Based on the nature and complexity

XV. PROPOSED SCHEDULE SUMMARY For the Court's convenience, the key deadlines established by this Joint discovery Plan and Proposed Scheduling Order are summarized in the following table: The foregoing deadlines are subject to modification by stipulation of the Parties approved by the Court or by order of the Court upon a showing of good cause.

XVI. SIGNATURES AND CERTIFICATION The undersigned counsel certify that they have read the foregoing Joint discovery Plan and Proposed Scheduling Order, that the contents hereof have been agreed upon by all Parties through their respective counsel, and that this document is submitted jointly for the Court's review and adoption as a scheduling order governing discovery and pretrial proceedings in this action. FOR DEFEN

XVII. ORDER OF THE COURT The Court, having reviewed the Joint discovery Plan and Proposed Scheduling Order submitted by the Parties, and good cause appearing therefor, hereby ORDERS as follows: The foregoing Joint discovery Plan is hereby adopted as the Scheduling Order of this Court, effective as of January 14, 2022. All Parties and their counsel of record are bound by the deadlines and procedures set forth herein.