meet-and-confer-letter-discovery-disputes.docx

1038-00007 · Cascade Retail Holdings · Correspondence

meet-and-confer-letter-discovery-disputes.docx DOCUMENT Litigation

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CALDERWOOD & HARKNESS LLP Attorneys at Law 600 South Grand Avenue, Suite 3200 Los Angeles, California 90071 Telephone: (213) 555-4100 Facsimile: (213) 555-4101 www.calderwoodharkness.com

June 2, 2022

VIA EMAIL AND U.S. MAIL

Martin Kessler, Esq., Senior Partner Natalie Whitfield, Esq., Partner Kessler, Brandt & Whitfield LLP 1999 Avenue of the Stars, Suite 2800 Los Angeles, California 90067

Re: Vantor Holdings Corp. v. Cascade Retail Holdings Inc., Case No. 21STCV-34872; Superior Court of the State of California, County of Los Angeles; discovery Disputes — Meet-and-Confer Request

Dear Mr. Kessler and Ms. Whitfield:

I. Purpose of This Letter

We write on behalf of our client, defendant Cascade Retail Holdings Inc. ("Cascade"), in connection with the above-captioned matter (Calderwood & Harkness LLP Matter No. 1038-00007). This letter is prompted by your correspondence dated May 27, 2022, in which counsel for plaintiff Vantor Holdings Corp. ("Vantor") indicated its intention to file a motion to compel expanded discovery into all of Cascade's supplier relationships across every product category — a scope of discovery that is vastly beyond what the claims and defenses in this action require.

This letter is sent pursuant to the meet-and-confer obligations imposed by the California Code of Civil Procedure, including without limitation Sections 2016.040 and 2031.310(b)(2), as well as the Court's January 14, 2022 Scheduling Order (the "Scheduling Order"), which provides in Paragraph 7(c) that "[t]he parties shall meet and confer in good faith regarding any discovery dispute before filing any discovery motion with the Court." We take these obligations seriously and write in a genuine effort to resolve the current disputes informally.

Accordingly, Cascade respectfully requests that the parties schedule an in-person or telephonic meet-and-confer session at the earliest mutually convenient date to discuss the scope of discovery and attempt to reach agreement without the necessity of motion practice. We set forth below the relevant background, Cascade's position on the merits of the dispute, and a concrete proposal to narrow the scope of any additional production.

II. Background of discovery to Date

The Court entered the Scheduling Order on January 14, 2022, following the Initial Case Management Conference held on November 5, 2021. The Scheduling Order established a discovery cut-off of September 30, 2022, and set forth the parties' mutual obligations with respect to the scope and timing of fact discovery. The discovery period formally commenced in March 2022, and since that time, Cascade has engaged in extensive, cooperative, and good-faith discovery efforts.

Document Collection and Review. Cascade, working in close coordination with its e-discovery vendor, Krane Investigations LLC ("Krane"), has collected a total of 452,316 documents from relevant custodians. These custodians include, but are not limited to, the following key individuals:

• Annika Bergström, Vice President of Strategic Sourcing;

• Lena Torvik, Senior Vice President of Supply Chain & Procurement;

• David Pruitt, General Counsel & Corporate Secretary;

• Margaret Prumvane, Chief Executive Officer & President; and

• Raj Subramanian, Chief Financial Officer.

Of the 452,316 documents collected, 198,740 documents have been reviewed to date for responsiveness and privilege by the defense team, with the assistance of Krane's review platform and technology-assisted review workflows. This review effort has been substantial and has required significant expenditures of time and resources by both outside counsel and Cascade's in-house legal department.

Document Productions. To date, Cascade has produced 78,412 documents to Vantor. These productions encompass a wide range of materials, including internal and external communications (email, instant messaging, and text messages), internal memoranda and reports, procurement records, vendor evaluation files, pricing analyses, and planning materials related to Cascade's "Project Atlas" strategic initiative — all as they pertain to the three supplier relationships that are actually at issue in this litigation: (1) Hemsworth Consumer Products LLC ("Hemsworth"), (2) Tridale Manufacturing Inc. ("Tridale"), and (3) Orion Lifestyle Brands Corp. ("Orion"). The productions have been made in accordance with the parties' agreed-upon ESI Protocol and have been Bates-stamped and produced in their native or near-native formats as required.

Written discovery. Vantor served its First Set of Interrogatories, consisting of twenty-five (25) interrogatories, on April 22, 2022. Cascade served its verified responses to those interrogatories on May 20, 2022, within the statutory period. On the same date — April 22, 2022 — Vantor also served its First Set of Requests for Production of Documents, to which Cascade likewise served timely responses on May 20, 2022. For its part, Cascade served its own First Set of Requests for Production of Documents and First Set of Interrogatories to Vantor on March 15, 2022. Vantor's responses to Cascade's discovery requests remain outstanding in certain respects, a matter we intend to raise separately at the meet-and-confer session.

Third-Party discovery. 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 (Portland, Oregon), Tridale Manufacturing Inc. (Las Vegas, Nevada), and Orion Lifestyle Brands Corp. (Los Angeles, California). Third-party productions from these entities are ongoing and currently total approximately 23,567 documents. Cascade has cooperated fully in facilitating third-party discovery and has not objected to the scope of the third-party subpoenas.

Privilege Log. Cascade has prepared a detailed privilege log, which currently contains 3,214 entries reflecting documents withheld on the basis of attorney-client privilege and the work product doctrine. The privilege log is in the process of finalization and will be served in accordance with the timeline established in the Scheduling Order. Cascade has made every effort to log privileged documents with sufficient specificity to allow Vantor to assess the applicability of the asserted privileges.

In sum, Cascade has invested considerable time and resources in providing full and responsive discovery concerning the claims actually at issue. There has been no obstruction and no undue delay.

III. Vantor's Threatened Motion to Compel

Vantor's May 27, 2022 letter demands that Cascade produce documents and electronically stored information ("ESI") relating to every supplier relationship that Cascade has entered into during the relevant period — a demand that is not limited to the three suppliers (Hemsworth, Tridale, and Orion) that form the factual basis for each of Vantor's three causes of action: (1) tortious interference with contractual relations; (2) tortious interference with prospective economic advantage; and (3) unfair business practices under California Business and Professions Code Section 17200 et seq.

In its letter, Vantor characterizes its demand as "class-certification-style" consolidated discovery of supplier relationships and asserts that such discovery is purportedly necessary to demonstrate a "pattern and practice" of supplier poaching by Cascade. Vantor's letter further threatens to file a motion to compel no later than June 15, 2022 if Cascade does not agree to the wholesale expansion of the discovery scope that Vantor seeks.

We address below why Vantor's demand is legally unsupported and why the discovery it seeks is overbroad, unduly burdensome, and disproportionate to the needs of this case.

IV. Cascade's Position — The Requested discovery Is Overbroad and Disproportionate

A. The Claims in This Action Are Limited to Three Specific Supplier Relationships

Vantor's Complaint, filed on September 7, 2021, specifically identifies three — and only three — supplier relationships as the basis for its claims against Cascade. Those suppliers are Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., and Orion Lifestyle Brands Corp. The entirety of Vantor's case rests on the allegation that Cascade tortiously induced these three suppliers to breach their exclusive supply agreements with Vantor.

The tortious interference claims are predicated on the alleged inducement of breach of three specific, identified exclusive supply agreements, the material terms of which are set forth in Vantor's own pleading:

• Hemsworth–Vantor Supply Agreement: Three-year term; executed March 15, 2019, with an expiration date of March 14, 2022; $12.5 million minimum annual purchase commitment.

• Tridale–Vantor Supply Agreement: Two-year term; executed January 10, 2020, with an expiration date of January 9, 2022; $8.3 million minimum annual purchase commitment.

• Orion–Vantor Supply Agreement: Four-year term; executed July 1, 2018, with an expiration date of June 30, 2022; $14.6 million minimum annual purchase commitment.

Vantor's damages claim of $87.4 million — as set forth in both the Complaint and Vantor's initial disclosures — is calculated exclusively on the basis of these three relationships, broken down as follows: $34.2 million attributable to the Hemsworth relationship, $22.8 million attributable to the Tridale relationship, and $30.4 million attributable to the Orion relationship. There is no allegation in the Complaint, nor any damages calculation in Vantor's disclosures, that pertains to any supplier relationship beyond these three.

Given the specific and limited nature of the claims actually pleaded, expanding discovery to encompass every supplier relationship Cascade maintains has no logical connection to the contractual interference claims at issue. Discovery must be reasonably calculated to lead to the discovery of admissible evidence; blanket demands untethered to the claims or defenses in the case fail this standard. See Cal. Code Civ. Proc. § 2017.010; Calcor Space Facility, Inc. v. Superior Court (1997) 53 Cal.App.4th 216, 223 (Discovery must be relevant to the subject matter of the pending action).

B. The discovery Burden Is Grossly Disproportionate

Even if there were some arguable relevance to Cascade's broader supplier relationships — and Cascade submits there is not — the burden and expense of the discovery Vantor seeks would be vastly disproportionate to any conceivable benefit.

Cascade is a major national retailer. It operates more than 340 retail locations across twenty-two states and maintains a significant e-commerce platform. In fiscal year 2021, Cascade generated annual revenue of approximately $6.8 billion. As a retailer of this scale, Cascade maintains hundreds of active supplier relationships across multiple product categories, including home goods, consumer electronics accessories, personal care products, sporting goods, apparel, seasonal merchandise, and numerous other categories. The volume of documentation associated with these relationships is staggering.

Vantor's demand would, in effect, require Cascade to collect, process, review, and produce documents relating to every one of these supplier relationships — a task that would dwarf the already substantial discovery effort undertaken to date. Cascade has already collected 452,316 documents and reviewed 198,740 documents at significant cost. Expanding the scope of discovery to all supplier relationships would require the collection and review of potentially hundreds of thousands of additional documents from additional custodians across multiple business units and geographic locations. The cost of this expanded discovery — including vendor processing fees, attorney review time, and the diversion of Cascade's internal resources — would be enormous and wholly disproportionate to any marginal benefit Vantor might derive.

Moreover, it bears emphasis that "Project Atlas," which Vantor's Complaint characterizes as the vehicle through which Cascade allegedly poached Vantor's suppliers, was launched in February 2021 as a legitimate strategic initiative to diversify and strengthen Cascade's supplier network in the wake of significant supply-chain disruptions. Project Atlas involved outreach to approximately twenty-five potential new suppliers. The vast majority of those suppliers have no connection whatsoever to Vantor or to any of Vantor's exclusive supply agreements. Discovery into unrelated supplier outreach conducted through Project Atlas would reveal nothing more than the ordinary course of business for a national retailer seeking to manage its supply chain.

The e-discovery costs already incurred through Krane Investigations LLC have been substantial, and any further expansion of the discovery scope would multiply those costs to a degree that is wholly disproportionate to any legitimate benefit Vantor could reasonably obtain. Courts routinely deny discovery requests that impose burdens disproportionate to the needs of the case. See, e.g., Weil & Brown, Cal. Practice Guide: Civil Procedure Before Trial (The Rutter Group), ¶ 8:85 et seq.; Cal. Code Civ. Proc. § 2019.030(a)(2) (court shall restrict discovery that is "unduly burdensome or expensive, taking into account the needs of the case, the amount in controversy, and the importance of the issues at stake in the litigation").

C. "Pattern and Practice" Is Not an Element of Any of Vantor's Claims

Vantor's stated justification for its sweeping discovery demand — the need to establish a "pattern and practice" of supplier poaching — is not supported by the substantive law governing any of the three causes of action in this case.

Under California law, a claim for tortious interference with contractual relations requires proof that (1) a valid contract existed between the plaintiff and a third party; (2) the defendant knew of the contract; (3) the defendant engaged in intentional acts designed to induce a breach or disruption of the contractual relationship; (4) there was an actual breach or disruption; and (5) the plaintiff suffered resulting damage. Pacific Gas & Electric Co. v. Ridgeline Trust Bank (1990) 50 Cal.3d 1118, 1126. Critically, the inquiry is contract-specific: Vantor must demonstrate that Cascade knew of the specific contracts at issue — the Hemsworth, Tridale, and Orion agreements — and took intentional acts directed at inducing the breach of those contracts. There is no "pattern and practice" element, and discovery into unrelated supplier relationships cannot establish any element of this claim.

Similarly, a claim for tortious interference with prospective economic advantage requires Vantor to show, among other elements, that Cascade engaged in conduct that was "independently wrongful" apart from the interference itself. della Penna v. Crowne Albany Industries (1995) 11 Cal.4th 376, 393; Glenrock Corporation (2003) 29 Cal.4th 1134, 1153-54. Discovery into supplier relationships where no interference is alleged, and where Vantor has identified no independently wrongful conduct, will not establish this element. If Vantor believes that additional instances of independently wrongful conduct occurred with respect to other suppliers, it should identify those instances with specificity rather than demand wholesale production of Cascade's entire supplier portfolio.

Finally, Vantor's cause of action under California Business and Professions Code Section 17200 is derivative of the same predicate conduct underlying the tortious interference claims. The § 17200 claim does not independently justify class-action-style discovery into the entirety of Cascade's commercial relationships. Section 17200 requires an "unlawful, unfair, or fraudulent business act or practice," and the "act or practice" at issue here is the alleged interference with the three identified supplier agreements. There is no basis in the Complaint or in the governing law to transform this case into a free-ranging investigation of Cascade's business operations.

V. Cascade's Proposal to Narrow the Scope of Any Additional discovery

Notwithstanding its position that the discovery Vantor seeks is overbroad and disproportionate, Cascade is committed to resolving this dispute cooperatively and in good faith. To that end, Cascade proposes the following:

First, the parties should meet and confer to discuss a reasonable and proportional approach to any additional discovery beyond the three supplier relationships that are the subject of Vantor's claims. Cascade is willing to engage in a substantive and open dialogue regarding the scope of discovery, and we welcome the opportunity to discuss the parties' respective positions in a collaborative setting.

Second, if Vantor can identify specific additional supplier relationships where it has a good-faith factual basis to believe that tortious interference or other actionable conduct occurred, Cascade is willing to discuss targeted document production and discovery limited to those identified relationships. Cascade is not opposed to reasonable, focused discovery; what Cascade opposes is the unfocused, blanket discovery of every supplier relationship it maintains, which amounts to nothing more than a fishing expedition conducted at Cascade's expense.

Third, Cascade notes that the discovery already produced strongly demonstrates the narrow scope of any overlap between Project Atlas activities and Vantor's supplier base. Of the 2,847 internal Project Atlas emails that have been reviewed in connection with discovery in this matter, only fourteen (14) contain any reference to Vantor's existing supplier relationships. This figure — representing less than one-half of one percent of the Project Atlas emails — underscores that Project Atlas was overwhelmingly directed at suppliers and product categories that have nothing to do with Vantor's claims, and that expanded discovery into Project Atlas activities beyond the three identified suppliers would yield virtually nothing of relevance.

Cascade proposes that the parties schedule a meet-and-confer session at a mutually convenient time during the week of June 6 through June 10, 2022. We are available to meet in person at Calderwood & Harkness's offices at 600 South Grand Avenue, Suite 3200, Los Angeles, California, or alternatively by telephone or videoconference, at Vantor's preference. We suggest a session of approximately two hours to allow adequate time for a full and productive discussion of the issues outlined in this letter.

VI. Reservation of Rights

Cascade expressly reserves all rights and objections with respect to any motion to compel that Vantor may file, including but not limited to the right to seek cost-shifting, monetary sanctions, or other relief under California Code of Civil Procedure Sections 2023.010, 2023.030, 2031.310, and any other applicable provisions if such a motion is found to seek discovery that is overbroad, unduly burdensome, or disproportionate to the needs of this case. Cascade further reserves the right to raise these discovery issues at the next scheduled Case Management Conference, currently set for July 15, 2022.

Nothing in this letter, nor any statement made during the proposed meet-and-confer session, shall be construed as a waiver of any objection, privilege, protection, or defense available to Cascade under the California Code of Civil Procedure, the California Evidence Code, or any other applicable law or rule. Cascade's willingness to engage in a meet-and-confer process is not and should not be interpreted as an acknowledgment that the discovery Vantor seeks is appropriate or proportional.

VII. Request for Response

We respectfully request that you respond to this letter no later than June 8, 2022, so that we may schedule the proposed meet-and-confer session during the week of June 6–10, 2022. Given the June 15, 2022 deadline referenced in your May 27 letter, time is of the essence, and we believe it is in both parties' interests to engage in a meaningful dialogue before any motion is filed.

Cascade remains committed to resolving discovery disputes cooperatively and in full compliance with the Court's Scheduling Order, without the need for motion practice. We trust that Vantor shares this commitment and that we can work together to find a reasonable resolution.

Please direct all responses and communications regarding this matter to the undersigned at the contact information below.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Yuki Nakamura Senior Associate Calderwood & Harkness LLP 600 South Grand Avenue, Suite 3200 Los Angeles, California 90071 Telephone: (213) 555-4100

Email: y.nakamura@calderwoodharkness.com

cc (via email):

Douglas Carmichael, Partner, Calderwood & Harkness LLP Francesca Morano, Partner, Calderwood & Harkness LLP David Pruitt, General Counsel & Corporate Secretary, Cascade Retail Holdings Inc. Jason Okafor, Senior Associate, Kessler, Brandt & Whitfield LLP Diana Prescott, Partner, Wortham & Adair LLP (local counsel)

CALDERWOOD & HARKNESS LLP Attorneys at Law 600 South Grand Avenue, Suite 3200 Los Angeles, California 90071 Telephone: (213) 555-4100 Facsimile: (213) 555-4101 www.calderwoodharkness.com
June 2, 2022
VIA EMAIL AND U.S. MAIL
Martin Kessler, Esq., Senior Partner Natalie Whitfield, Esq., Partner Kessler, Brandt & Whitfield LLP 1999 Avenue of the Stars, Suite 2800 Los Angeles, California 90067
Re: Vantor Holdings Corp. v. Cascade Retail Holdings Inc., Case No. 21STCV-34872; Superior Court of the State of California, County of Los Angeles; discovery Disputes — Meet-and-Confer Request
Dear Mr. Kessler and Ms. Whitfield:
I. Purpose of This Letter
We write on behalf of our client, defendant Cascade Retail Holdings Inc. ("Cascade"), in connection with the above-captioned matter (Calderwood & Harkness LLP Matter No. 1038-00007). This letter is prompted by your correspondence dated May 27, 2022, in which counsel for plaintiff Vantor Holdings Corp. ("Vantor") indicated its intention to file a motion to compel expanded discovery into all of Cascade's supplier relationships across every product category — a scope of discovery that is vastly beyond what the claims and defenses in this action require.
This letter is sent pursuant to the meet-and-confer obligations imposed by the California Code of Civil Procedure, including without limitation Sections 2016.040 and 2031.310(b)(2), as well as the Court's January 14, 2022 Scheduling Order (the "Scheduling Order"), which provides in Paragraph 7(c) that "[t]he parties shall meet and confer in good faith regarding any discovery dispute before filing any discovery motion with the Court." We take these obligations seriously and write in a genuine effort to resolve the current disputes informally.
Accordingly, Cascade respectfully requests that the parties schedule an in-person or telephonic meet-and-confer session at the earliest mutually convenient date to discuss the scope of discovery and attempt to reach agreement without the necessity of motion practice. We set forth below the relevant background, Cascade's position on the merits of the dispute, and a concrete proposal to narrow the scope of any additional production.
II. Background of discovery to Date
The Court entered the Scheduling Order on January 14, 2022, following the Initial Case Management Conference held on November 5, 2021. The Scheduling Order established a discovery cut-off of September 30, 2022, and set forth the parties' mutual obligations with respect to the scope and timing of fact discovery. The discovery period formally commenced in March 2022, and since that time, Cascade has engaged in extensive, cooperative, and good-faith discovery efforts.
Document Collection and Review. Cascade, working in close coordination with its e-discovery vendor, Krane Investigations LLC ("Krane"), has collected a total of 452,316 documents from relevant custodians. These custodians include, but are not limited to, the following key individuals:
• Annika Bergström, Vice President of Strategic Sourcing;
• Lena Torvik, Senior Vice President of Supply Chain & Procurement;
• David Pruitt, General Counsel & Corporate Secretary;
• Margaret Prumvane, Chief Executive Officer & President; and
• Raj Subramanian, Chief Financial Officer.
Of the 452,316 documents collected, 198,740 documents have been reviewed to date for responsiveness and privilege by the defense team, with the assistance of Krane's review platform and technology-assisted review workflows. This review effort has been substantial and has required significant expenditures of time and resources by both outside counsel and Cascade's in-house legal department.
Document Productions. To date, Cascade has produced 78,412 documents to Vantor. These productions encompass a wide range of materials, including internal and external communications (email, instant messaging, and text messages), internal memoranda and reports, procurement records, vendor evaluation files, pricing analyses, and planning materials related to Cascade's "Project Atlas" strategic initiative — all as they pertain to the three supplier relationships that are actually at issue in this litigation: (1) Hemsworth Consumer Products LLC ("Hemsworth"), (2) Tridale Manufacturing Inc. ("Tridale"), and (3) Orion Lifestyle Brands Corp. ("Orion"). The productions have been made in accordance with the parties' agreed-upon ESI Protocol and have been Bates-stamped and produced in their native or near-native formats as required.
Written discovery. Vantor served its First Set of Interrogatories, consisting of twenty-five (25) interrogatories, on April 22, 2022. Cascade served its verified responses to those interrogatories on May 20, 2022, within the statutory period. On the same date — April 22, 2022 — Vantor also served its First Set of Requests for Production of Documents, to which Cascade likewise served timely responses on May 20, 2022. For its part, Cascade served its own First Set of Requests for Production of Documents and First Set of Interrogatories to Vantor on March 15, 2022. Vantor's responses to Cascade's discovery requests remain outstanding in certain respects, a matter we intend to raise separately at the meet-and-confer session.
Third-Party discovery. 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 (Portland, Oregon), Tridale Manufacturing Inc. (Las Vegas, Nevada), and Orion Lifestyle Brands Corp. (Los Angeles, California). Third-party productions from these entities are ongoing and currently total approximately 23,567 documents. Cascade has cooperated fully in facilitating third-party discovery and has not objected to the scope of the third-party subpoenas.
Privilege Log. Cascade has prepared a detailed privilege log, which currently contains 3,214 entries reflecting documents withheld on the basis of attorney-client privilege and the work product doctrine. The privilege log is in the process of finalization and will be served in accordance with the timeline established in the Scheduling Order. Cascade has made every effort to log privileged documents with sufficient specificity to allow Vantor to assess the applicability of the asserted privileges.
In sum, Cascade has invested considerable time and resources in providing full and responsive discovery concerning the claims actually at issue. There has been no obstruction and no undue delay.
III. Vantor's Threatened Motion to Compel
Vantor's May 27, 2022 letter demands that Cascade produce documents and electronically stored information ("ESI") relating to every supplier relationship that Cascade has entered into during the relevant period — a demand that is not limited to the three suppliers (Hemsworth, Tridale, and Orion) that form the factual basis for each of Vantor's three causes of action: (1) tortious interference with contractual relations; (2) tortious interference with prospective economic advantage; and (3) unfair business practices under California Business and Professions Code Section 17200 et seq.
In its letter, Vantor characterizes its demand as "class-certification-style" consolidated discovery of supplier relationships and asserts that such discovery is purportedly necessary to demonstrate a "pattern and practice" of supplier poaching by Cascade. Vantor's letter further threatens to file a motion to compel no later than June 15, 2022 if Cascade does not agree to the wholesale expansion of the discovery scope that Vantor seeks.
We address below why Vantor's demand is legally unsupported and why the discovery it seeks is overbroad, unduly burdensome, and disproportionate to the needs of this case.
IV. Cascade's Position — The Requested discovery Is Overbroad and Disproportionate
A. The Claims in This Action Are Limited to Three Specific Supplier Relationships
Vantor's Complaint, filed on September 7, 2021, specifically identifies three — and only three — supplier relationships as the basis for its claims against Cascade. Those suppliers are Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., and Orion Lifestyle Brands Corp. The entirety of Vantor's case rests on the allegation that Cascade tortiously induced these three suppliers to breach their exclusive supply agreements with Vantor.
The tortious interference claims are predicated on the alleged inducement of breach of three specific, identified exclusive supply agreements, the material terms of which are set forth in Vantor's own pleading:
• Hemsworth–Vantor Supply Agreement: Three-year term; executed March 15, 2019, with an expiration date of March 14, 2022; $12.5 million minimum annual purchase commitment.
• Tridale–Vantor Supply Agreement: Two-year term; executed January 10, 2020, with an expiration date of January 9, 2022; $8.3 million minimum annual purchase commitment.
• Orion–Vantor Supply Agreement: Four-year term; executed July 1, 2018, with an expiration date of June 30, 2022; $14.6 million minimum annual purchase commitment.
Vantor's damages claim of $87.4 million — as set forth in both the Complaint and Vantor's initial disclosures — is calculated exclusively on the basis of these three relationships, broken down as follows: $34.2 million attributable to the Hemsworth relationship, $22.8 million attributable to the Tridale relationship, and $30.4 million attributable to the Orion relationship. There is no allegation in the Complaint, nor any damages calculation in Vantor's disclosures, that pertains to any supplier relationship beyond these three.
Given the specific and limited nature of the claims actually pleaded, expanding discovery to encompass every supplier relationship Cascade maintains has no logical connection to the contractual interference claims at issue. Discovery must be reasonably calculated to lead to the discovery of admissible evidence; blanket demands untethered to the claims or defenses in the case fail this standard. See Cal. Code Civ. Proc. § 2017.010; Calcor Space Facility, Inc. v. Superior Court (1997) 53 Cal.App.4th 216, 223 (Discovery must be relevant to the subject matter of the pending action).
B. The discovery Burden Is Grossly Disproportionate
Even if there were some arguable relevance to Cascade's broader supplier relationships — and Cascade submits there is not — the burden and expense of the discovery Vantor seeks would be vastly disproportionate to any conceivable benefit.
Cascade is a major national retailer. It operates more than 340 retail locations across twenty-two states and maintains a significant e-commerce platform. In fiscal year 2021, Cascade generated annual revenue of approximately $6.8 billion. As a retailer of this scale, Cascade maintains hundreds of active supplier relationships across multiple product categories, including home goods, consumer electronics accessories, personal care products, sporting goods, apparel, seasonal merchandise, and numerous other categories. The volume of documentation associated with these relationships is staggering.
Vantor's demand would, in effect, require Cascade to collect, process, review, and produce documents relating to every one of these supplier relationships — a task that would dwarf the already substantial discovery effort undertaken to date. Cascade has already collected 452,316 documents and reviewed 198,740 documents at significant cost. Expanding the scope of discovery to all supplier relationships would require the collection and review of potentially hundreds of thousands of additional documents from additional custodians across multiple business units and geographic locations. The cost of this expanded discovery — including vendor processing fees, attorney review time, and the diversion of Cascade's internal resources — would be enormous and wholly disproportionate to any marginal benefit Vantor might derive.
Moreover, it bears emphasis that "Project Atlas," which Vantor's Complaint characterizes as the vehicle through which Cascade allegedly poached Vantor's suppliers, was launched in February 2021 as a legitimate strategic initiative to diversify and strengthen Cascade's supplier network in the wake of significant supply-chain disruptions. Project Atlas involved outreach to approximately twenty-five potential new suppliers. The vast majority of those suppliers have no connection whatsoever to Vantor or to any of Vantor's exclusive supply agreements. Discovery into unrelated supplier outreach conducted through Project Atlas would reveal nothing more than the ordinary course of business for a national retailer seeking to manage its supply chain.
The e-discovery costs already incurred through Krane Investigations LLC have been substantial, and any further expansion of the discovery scope would multiply those costs to a degree that is wholly disproportionate to any legitimate benefit Vantor could reasonably obtain. Courts routinely deny discovery requests that impose burdens disproportionate to the needs of the case. See, e.g., Weil & Brown, Cal. Practice Guide: Civil Procedure Before Trial (The Rutter Group), ¶ 8:85 et seq.; Cal. Code Civ. Proc. § 2019.030(a)(2) (court shall restrict discovery that is "unduly burdensome or expensive, taking into account the needs of the case, the amount in controversy, and the importance of the issues at stake in the litigation").
C. "Pattern and Practice" Is Not an Element of Any of Vantor's Claims
Vantor's stated justification for its sweeping discovery demand — the need to establish a "pattern and practice" of supplier poaching — is not supported by the substantive law governing any of the three causes of action in this case.
Under California law, a claim for tortious interference with contractual relations requires proof that (1) a valid contract existed between the plaintiff and a third party; (2) the defendant knew of the contract; (3) the defendant engaged in intentional acts designed to induce a breach or disruption of the contractual relationship; (4) there was an actual breach or disruption; and (5) the plaintiff suffered resulting damage. Pacific Gas & Electric Co. v. Ridgeline Trust Bank (1990) 50 Cal.3d 1118, 1126. Critically, the inquiry is contract-specific: Vantor must demonstrate that Cascade knew of the specific contracts at issue — the Hemsworth, Tridale, and Orion agreements — and took intentional acts directed at inducing the breach of those contracts. There is no "pattern and practice" element, and discovery into unrelated supplier relationships cannot establish any element of this claim.
Similarly, a claim for tortious interference with prospective economic advantage requires Vantor to show, among other elements, that Cascade engaged in conduct that was "independently wrongful" apart from the interference itself. della Penna v. Crowne Albany Industries (1995) 11 Cal.4th 376, 393; Glenrock Corporation (2003) 29 Cal.4th 1134, 1153-54. Discovery into supplier relationships where no interference is alleged, and where Vantor has identified no independently wrongful conduct, will not establish this element. If Vantor believes that additional instances of independently wrongful conduct occurred with respect to other suppliers, it should identify those instances with specificity rather than demand wholesale production of Cascade's entire supplier portfolio.
Finally, Vantor's cause of action under California Business and Professions Code Section 17200 is derivative of the same predicate conduct underlying the tortious interference claims. The § 17200 claim does not independently justify class-action-style discovery into the entirety of Cascade's commercial relationships. Section 17200 requires an "unlawful, unfair, or fraudulent business act or practice," and the "act or practice" at issue here is the alleged interference with the three identified supplier agreements. There is no basis in the Complaint or in the governing law to transform this case into a free-ranging investigation of Cascade's business operations.
V. Cascade's Proposal to Narrow the Scope of Any Additional discovery
Notwithstanding its position that the discovery Vantor seeks is overbroad and disproportionate, Cascade is committed to resolving this dispute cooperatively and in good faith. To that end, Cascade proposes the following:
First, the parties should meet and confer to discuss a reasonable and proportional approach to any additional discovery beyond the three supplier relationships that are the subject of Vantor's claims. Cascade is willing to engage in a substantive and open dialogue regarding the scope of discovery, and we welcome the opportunity to discuss the parties' respective positions in a collaborative setting.
Second, if Vantor can identify specific additional supplier relationships where it has a good-faith factual basis to believe that tortious interference or other actionable conduct occurred, Cascade is willing to discuss targeted document production and discovery limited to those identified relationships. Cascade is not opposed to reasonable, focused discovery; what Cascade opposes is the unfocused, blanket discovery of every supplier relationship it maintains, which amounts to nothing more than a fishing expedition conducted at Cascade's expense.
Third, Cascade notes that the discovery already produced strongly demonstrates the narrow scope of any overlap between Project Atlas activities and Vantor's supplier base. Of the 2,847 internal Project Atlas emails that have been reviewed in connection with discovery in this matter, only fourteen (14) contain any reference to Vantor's existing supplier relationships. This figure — representing less than one-half of one percent of the Project Atlas emails — underscores that Project Atlas was overwhelmingly directed at suppliers and product categories that have nothing to do with Vantor's claims, and that expanded discovery into Project Atlas activities beyond the three identified suppliers would yield virtually nothing of relevance.
Cascade proposes that the parties schedule a meet-and-confer session at a mutually convenient time during the week of June 6 through June 10, 2022. We are available to meet in person at Calderwood & Harkness's offices at 600 South Grand Avenue, Suite 3200, Los Angeles, California, or alternatively by telephone or videoconference, at Vantor's preference. We suggest a session of approximately two hours to allow adequate time for a full and productive discussion of the issues outlined in this letter.
VI. Reservation of Rights
Cascade expressly reserves all rights and objections with respect to any motion to compel that Vantor may file, including but not limited to the right to seek cost-shifting, monetary sanctions, or other relief under California Code of Civil Procedure Sections 2023.010, 2023.030, 2031.310, and any other applicable provisions if such a motion is found to seek discovery that is overbroad, unduly burdensome, or disproportionate to the needs of this case. Cascade further reserves the right to raise these discovery issues at the next scheduled Case Management Conference, currently set for July 15, 2022.
Nothing in this letter, nor any statement made during the proposed meet-and-confer session, shall be construed as a waiver of any objection, privilege, protection, or defense available to Cascade under the California Code of Civil Procedure, the California Evidence Code, or any other applicable law or rule. Cascade's willingness to engage in a meet-and-confer process is not and should not be interpreted as an acknowledgment that the discovery Vantor seeks is appropriate or proportional.
VII. Request for Response
We respectfully request that you respond to this letter no later than June 8, 2022, so that we may schedule the proposed meet-and-confer session during the week of June 6–10, 2022. Given the June 15, 2022 deadline referenced in your May 27 letter, time is of the essence, and we believe it is in both parties' interests to engage in a meaningful dialogue before any motion is filed.
Cascade remains committed to resolving discovery disputes cooperatively and in full compliance with the Court's Scheduling Order, without the need for motion practice. We trust that Vantor shares this commitment and that we can work together to find a reasonable resolution.
Please direct all responses and communications regarding this matter to the undersigned at the contact information below.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Yuki Nakamura Senior Associate Calderwood & Harkness LLP 600 South Grand Avenue, Suite 3200 Los Angeles, California 90071 Telephone: (213) 555-4100
Email: y.nakamura@calderwoodharkness.com
cc (via email):
Douglas Carmichael, Partner, Calderwood & Harkness LLP Francesca Morano, Partner, Calderwood & Harkness LLP David Pruitt, General Counsel & Corporate Secretary, Cascade Retail Holdings Inc. Jason Okafor, Senior Associate, Kessler, Brandt & Whitfield LLP Diana Prescott, Partner, Wortham & Adair LLP (local counsel)

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