PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
MEMORANDUM
I. PURPOSE AND SCOPE OF THIS MEMORANDUM
This memorandum has been prepared to assist in the deposition preparation of Annika Bergström, Vice President of Strategic Sourcing at Cascade Retail Holdings Inc. ("Cascade" or the "Company"), whose deposition has been noticed by Vantor Holdings Corp. ("Vantor") for October 12, 2022. Ms. Bergström has been noticed as a fact witness and, critically, as Cascade's primary point person for the supplier onboarding activities that lie at the heart of this litigation.
Ms. Bergström currently serves as Cascade's VP Strategic Sourcing and was the operational lead of "Project Atlas," the Company's supplier diversification initiative launched in February 2021. In that capacity, she reported to Lena Torvik, SVP Supply Chain & Procurement, and was responsible for directing outreach to prospective suppliers, overseeing due diligence, negotiating commercial terms, and managing the onboarding process for new supplier relationships. It is this activity — specifically, the onboarding of three suppliers who had pre-existing relationships with Vantor — that Vantor characterizes as tortious interference with its exclusive supply agreements.
Ms. Bergström is the single most important fact witness for the defense in this action. Her testimony will define the factual narrative on several pivotal issues: Cascade's knowledge (or lack thereof) of Vantor's exclusive supply agreements with Hemsworth Consumer Products LLC ("Hemsworth"), Tridale Manufacturing Inc. ("Tridale"), and Orion Lifestyle Brands Corp. ("Orion"); the independence of those suppliers' decisions to enter into new supply agreements with Cascade; and the absence of any inducement, coercion, or other improper means employed by Cascade or its personnel. How Ms. Bergström performs in this deposition will significantly influence the trajectory of this case, including Vantor's assessment of its settlement leverage and the likely contours of any dispositive motion practice.
This memorandum covers the following areas:
(A) Background on the witness, including her professional role, her involvement in Project Atlas, and her relevance to the claims at issue;
(B) Key defense themes to reinforce throughout the deposition;
(C) Anticipated lines of questioning with suggested responses and areas of caution;
(D) Analysis of the 14 critical Project Atlas emails that reference Vantor, which represent the most sensitive documents in the case;
(E) Document-specific preparation, including identification of likely deposition exhibits and guidance on privileged materials;
(F) General deposition conduct guidance, including rules for handling objections, privilege assertions, and demeanor; and
(G) Pre-deposition preparation session logistics.
We note at the outset that subsequent depositions will build on the record established here. Thomas Brennecke, Vantor's VP Supplier Relations, is scheduled for deposition on October 26, 2022, and Lena Torvik, Cascade's SVP Supply Chain & Procurement, is scheduled for deposition on November 18, 2022. Both of those examinations will likely draw upon and test the testimony Ms. Bergström provides on October 12. It is therefore essential that Ms. Bergström's testimony be accurate, consistent with the documentary record, and supportive of the defense themes identified below, without over-committing on factual details that could create inconsistencies with subsequent witness testimony.
II. BACKGROUND ON THE WITNESS
A. Professional Role and Responsibilities
Annika Bergström holds the title of Vice President, Strategic Sourcing at Cascade Retail Holdings Inc. She is based at Cascade's corporate headquarters at 2200 Elliott Avenue West, Suite 1400, Seattle, Washington 98119. In this role, Ms. Bergström reports directly to Lena Torvik, Senior Vice President of Supply Chain & Procurement.
Ms. Bergström's principal responsibilities encompass the identification, evaluation, and onboarding of new suppliers across Cascade's core product categories, which include home goods, consumer electronics accessories, and personal care products. She oversees a team of approximately 12 sourcing professionals — including category managers, supplier analysts, and onboarding coordinators — who execute the day-to-day work of identifying prospective suppliers, conducting capability assessments, negotiating pricing and commercial terms, and managing the transition to active supply relationships.
Ms. Bergström joined Cascade in 2016 and progressed through roles of increasing responsibility within the supply chain and procurement function. She was promoted to her current position of VP Strategic Sourcing in January 2020, approximately thirteen months before the launch of Project Atlas. Her promotion reflected the Company's recognition of her expertise in supplier relationship management and her track record of successfully diversifying Cascade's supplier base in the home goods category during the 2018–2019 period.
B. Role in Project Atlas
Ms. Bergström was designated as the operational lead of Project Atlas when the initiative was formally launched in February 2021. The initiative carried an allocated budget of $4.2 million for supplier transition costs, which included expenses associated with qualification testing, sample procurement, logistics integration, quality audits, and related onboarding activities.
The stated objective of Project Atlas was to identify and onboard approximately 25 new suppliers across Cascade's three principal product categories — home goods, consumer electronics accessories, and personal care products — in order to diversify and strengthen the Company's supplier network. The initiative was conceived and approved in the context of well-documented supply-chain disruptions that affected the retail industry broadly during 2020 and early 2021, and was part of a broader corporate strategy to reduce concentration risk in Cascade's supply chain.
As operational lead, Ms. Bergström directed all outreach to prospective suppliers under the Project Atlas umbrella. She oversaw the due diligence process for each prospective supplier, including capability assessments, financial viability reviews, product quality evaluations, and logistical capacity analyses. She also led the negotiation of commercial terms with prospective suppliers and managed the onboarding process once agreements were executed.
Critically for purposes of this litigation, Ms. Bergström was the primary Cascade contact for each of the three suppliers at issue in Vantor's complaint:
• Janet Kohler, Chief Executive Officer of Hemsworth Consumer Products LLC;
• Gregory Fontaine, President of Tridale Manufacturing Inc.; and
• Simone Alvarez, Chief Executive Officer of Orion Lifestyle Brands Corp.
Ms. Bergström's communications with these three individuals form a significant portion of the discovery record and will be a primary focus of the deposition examination.
C. Relevance to the Case
Ms. Bergström is identified by name in Vantor's complaint and has been specifically identified in Vantor's interrogatory responses as the Cascade employee who "orchestrated" the supplier recruitment activities that Vantor characterizes as tortious interference with contractual relations. As such, she is the focal point of Vantor's factual theory of liability.
The scope of Ms. Bergström's involvement in the documentary record is substantial. She authored or was copied on 2,847 Project Atlas-related emails that were reviewed during the discovery process. Of those 2,847 emails, 14 specifically reference Vantor's existing supplier relationships. These 14 emails are, by a considerable margin, the most sensitive documents in the case, and will be the subject of intensive examination at the deposition. We analyze these emails in detail in Section V below and in the accompanying Exhibit A (Email Summary Table).
Vantor's litigation strategy is clear from its discovery requests and deposition notice: Vantor will attempt to use Ms. Bergström's deposition testimony to establish that Cascade had actual knowledge of the exclusivity provisions in the three Vantor supply agreements — specifically, the Vantor–Hemsworth agreement (executed March 15, 2019), the Vantor–Tridale agreement (executed January 10, 2020), and the Vantor–Orion agreement (executed July 1, 2018). If Vantor can establish actual knowledge of the exclusivity provisions, it significantly strengthens its tortious interference claim under California law. Our task in preparing Ms. Bergström is to ensure that her testimony accurately reflects the factual record — which, based on our thorough analysis, does not support a finding of actual knowledge — while avoiding inadvertent concessions that could be exploited to manufacture an appearance of such knowledge.
III. KEY DEFENSE THEMES TO REINFORCE
Throughout the deposition, Ms. Bergström's testimony should consistently support the following core defense themes. These themes should emerge naturally from truthful, accurate testimony rather than from rehearsed talking points. Ms. Bergström should not recite these themes verbatim, but her answers should be guided by them.
A. Lack of Knowledge of Exclusivity Provisions
The central defense theme is straightforward: Cascade, and Ms. Bergström specifically, did not have actual knowledge of the specific exclusivity provisions contained in Vantor's supply agreements with Hemsworth, Tridale, or Orion at the time Cascade entered into its own supply agreements with those entities.
This distinction between general awareness and specific knowledge is critical and must be maintained consistently throughout the deposition. It is entirely unremarkable — and, indeed, it would be expected — that Ms. Bergström, as a senior sourcing professional in the retail industry, would be generally aware that Vantor was a customer of certain suppliers. The home goods, consumer electronics accessories, and personal care product supply markets are not so vast that the major buyer-supplier relationships are unknown to industry participants. However, general awareness that Vantor purchased products from Hemsworth, Tridale, or Orion is fundamentally different from knowledge of the specific contractual terms governing those relationships — and in particular, knowledge that those agreements contained exclusivity provisions.
Based on our comprehensive analysis of the 14 Project Atlas emails referencing Vantor (see the detailed memorandum entitled "Analysis of 14 'Project Atlas' Emails Referencing Vantor," prepared by Carlos Espinoza and addressed to Yuki Nakamura, dated June 30, 2022), we are confident that none of the 14 emails demonstrates actual knowledge of the specific exclusivity terms in any of the three Vantor supply agreements. Ms. Bergström's testimony should reflect this reality.
B. Independent Supplier Action
A second foundational defense theme is that each of the three suppliers — Hemsworth, Tridale, and Orion — acted independently in choosing to enter into supply agreements with Cascade. These were sophisticated commercial enterprises led by experienced executives (Kohler, Fontaine, and Alvarez, respectively) who made independent business judgments about the desirability of a supply relationship with Cascade.
Ms. Bergström should be prepared to testify that these suppliers either approached Cascade in response to general outreach or were identified through standard sourcing channels as part of the broader Project Atlas initiative. Cascade did not single out or "target" these suppliers because of their relationship with Vantor. To the contrary, these three suppliers were among dozens of prospective suppliers evaluated under Project Atlas across all three product categories.
Equally important, Ms. Bergström should be clear that no inducement, coercion, threats, or other improper means were employed by Cascade or by Ms. Bergström personally to cause any of these suppliers to enter into agreements with Cascade or to terminate their agreements with Vantor. The suppliers' decisions were their own.
C. Termination-for-Convenience. Each of the three Vantor exclusive supply agreements contained a termination-for-convenience clause that permitted the supplier to terminate the agreement upon providing a defined notice period to Vantor. The specific notice periods were as follows:
The suppliers exercised these contractual rights prior to or contemporaneously with entering into their supply agreements with Cascade. Cascade's position is that a supplier's exercise of its own contractual termination rights — rights that Vantor itself agreed to when it executed these supply agreements — cannot as a matter of law constitute tortious interference. The termination-for-convenience provisions were bargained-for contractual terms, and the suppliers were entitled to invoke them for any reason or no reason.
While Ms. Bergström may not have detailed knowledge of the termination-for-convenience provisions in the Vantor agreements (and should not claim such knowledge if she did not have it), she should be prepared to testify that Cascade's standard onboarding process contemplated that prospective suppliers would manage their own existing contractual obligations, and that Cascade did not direct, instruct, or encourage any supplier to breach any existing agreement.
D. Legitimate Competitive Conduct
Project Atlas was a broad-based, legitimate commercial initiative designed to strengthen Cascade's supply chain — not a "targeting campaign" against Vantor or any other competitor. The scale of the initiative underscores this point: Project Atlas encompassed outreach to dozens of prospective suppliers across three product categories, with a budget of $4.2 million and an objective of onboarding approximately 25 new suppliers. The three suppliers at issue in this case represent a fraction of the overall initiative.
The documentary record powerfully supports this theme. Of the 2,847 Project Atlas emails reviewed in discovery, only 14 — fewer than 0.5% — reference Vantor in any way. This ratio demolishes Vantor's narrative that Project Atlas was a vehicle for targeting Vantor's suppliers.
Moreover, Cascade is a major national retailer operating more than 340 retail locations across 22 states and a substantial e-commerce platform, publicly traded on the Nasdaq under the ticker symbol CRHI, with fiscal year 2021 revenue of approximately $6.8 billion. Diversifying supplier relationships and seeking competitive terms from multiple suppliers is ordinary, expected, and entirely lawful business conduct for a company of this scale. It is not evidence of tortious intent.
E. Vantor's Failure to Mitigate
To the extent appropriate during the deposition, Ms. Bergström should not affirmatively volunteer arguments concerning Vantor's failure to mitigate its alleged damages. This is an affirmative defense that is more appropriately developed through other channels, including expert testimony and briefing. However, if asked directly whether other suppliers exist in the relevant product categories who could supply Vantor, Ms. Bergström may note that she is aware of other suppliers operating in the home goods, consumer electronics accessories, and personal care product categories. She should not elaborate beyond this general observation unless specifically directed to do so by defending counsel.
IV. ANTICIPATED LINES OF QUESTIONING AND SUGGESTED RESPONSES
The following sections address the principal areas of examination we anticipate from Vantor's counsel and provide guidance for Ms. Bergström's responses. These are not scripts; Ms. Bergström should testify in her own words and should never appear to be reciting prepared answers. The guidance below is intended to frame the key issues, identify potential pitfalls, and ensure that Ms. Bergström's testimony is consistent with the documentary record and supportive of the defense.
A. Background and Role
Anticipated questioning: Vantor's counsel will begin with foundational questions about Ms. Bergström's title, reporting structure, tenure at Cascade, and the scope of her responsibilities. This is standard practice and is designed to establish the witness's competence and lay the groundwork for more substantive questioning.
Guidance: Ms. Bergström should answer these questions straightforwardly and without hesitation. She should confirm that she holds the title of Vice President, Strategic Sourcing; that she reports to Lena Torvik, SVP Supply Chain & Procurement; that she has been with Cascade since 2016 and was promoted to her current role in January 2020; and that her responsibilities include the identification, evaluation, and onboarding of new suppliers. She should describe her sourcing role in general terms consistent with the description in Section II above.
Ms. Bergström should not volunteer information about Project Atlas during this introductory portion of the examination unless specifically asked. If counsel asks generally about her "primary responsibilities" or "major initiatives," she may reference Project Atlas as one of several initiatives she has led, but she should not proactively describe it in detail until directed to do so by specific questioning.
B. Project Atlas — Genesis and Objectives
Anticipated questioning: When was Project Atlas conceived? Who initiated it? What was its purpose? What was the budget? Who approved the initiative? What categories of suppliers did it cover? How many suppliers were targeted?
Guidance: Ms. Bergström should testify that Project Atlas was formally launched in February 2021. It was a strategic initiative that she led in her capacity as VP Strategic Sourcing, under the direction of Lena Torvik, SVP Supply Chain & Procurement. The purpose of the initiative was to identify and onboard approximately 25 new suppliers across three principal product categories — home goods, consumer electronics accessories, and personal care products — in order to diversify Cascade's supplier network and reduce supply-chain concentration risk. This objective was driven by the supply-chain challenges experienced across the retail industry during 2020 and early 2021, including disruptions related to the COVID-19 pandemic.
The budget allocated for supplier transition costs under Project Atlas was $4.2 million. Ms. Bergström should be prepared to explain, if asked, that this budget covered expenses such as supplier qualification testing, sample procurement, logistics integration work, quality audits, and other costs associated with bringing new suppliers into Cascade's supply chain.
Critical framing: Ms. Bergström should consistently describe Project Atlas as a broad-based supply-chain diversification initiative. She should avoid any characterization that could suggest the initiative was targeted at any specific competitor's suppliers. If asked whether the initiative was designed to "target" Vantor's suppliers, she should deny this clearly and directly.
C. Project Atlas — Supplier Selection Process
Anticipated questioning: How were potential suppliers identified? Were Hemsworth, Tridale, and Orion specifically targeted? Was Vantor's relationship with these suppliers a factor in their selection? Who compiled the list of prospective suppliers?
Guidance: Ms. Bergström should describe the supplier identification process as a multi-channel effort. Potential suppliers were identified through:
• Industry databases and trade directories;
• Attendance at industry trade shows and sourcing conferences;
• Recommendations from internal category managers based on their market knowledge;
• Direct outreach by Ms. Bergström's sourcing team to suppliers identified through these channels; and
• In some cases, inbound inquiries from suppliers who learned of Cascade's interest in expanding its supplier network.
Ms. Bergström should testify that Hemsworth, Tridale, and Orion were among many prospective suppliers identified and evaluated through these channels. Vantor's relationship with these suppliers was not a criterion for their selection. Ms. Bergström should emphasize that Project Atlas evaluated dozens of prospective suppliers across all three product categories, and that the three suppliers at issue in this case were selected based on their product quality, manufacturing capacity, pricing competitiveness, and logistical capabilities — not based on their existing relationships with any other retailer, including Vantor.
If pressed on whether Ms. Bergström was aware, at the time of supplier identification, that Hemsworth, Tridale, and/or Orion were suppliers to Vantor, she should acknowledge general awareness if that is truthful — such awareness is common in the industry — but she should clearly distinguish between awareness of a general supply relationship and knowledge of specific contractual terms, including any exclusivity provisions.
D. Communications with Janet Kohler (Hemsworth Consumer Products LLC)
Anticipated questioning: When did Ms. Bergström first contact Janet Kohler? What was discussed during initial and subsequent communications? Did Kohler disclose Hemsworth's exclusive supply agreement with Vantor? Did Ms. Bergström ask about Hemsworth's existing contractual commitments to other customers? What were the terms offered by Cascade?
Guidance: Ms. Bergström should testify that she initiated contact with Hemsworth through standard outreach channels as part of Project Atlas. The precise date and method of initial contact should be confirmed during the preparation session by reference to the documentary record. Following a period of evaluation and negotiation, Cascade and Hemsworth executed a supply agreement on June 1, 2021, with a five-year term and an annual purchase commitment of $28.0 million.
Ms. Bergström should testify that she did not ask about, and did not receive details concerning, Hemsworth's specific contractual terms with Vantor, including any exclusivity provisions. Cascade's standard onboarding process focused on evaluating the prospective supplier's capabilities — manufacturing capacity, product quality, pricing, and logistical infrastructure — not on the supplier's existing contracts with other customers. If Ms. Kohler mentioned during the course of their discussions that Hemsworth supplied products to Vantor, that constitutes general market knowledge, which is qualitatively different from knowledge of the specific terms of the Hemsworth–Vantor supply agreement.
For reference, the Hemsworth–Vantor exclusive supply agreement was a three-year agreement executed on March 15, 2019, with an expiration date of March 14, 2022, and a minimum annual purchase commitment of $12.5 million. Ms. Bergström's position should be that she was not aware of these specific terms at the time the Cascade–Hemsworth agreement was negotiated and executed.
Caution: If Ms. Bergström does not specifically recall the content of particular conversations with Ms. Kohler, she should not speculate or reconstruct from inference what may or may not have been said. "I don't recall the specific content of that conversation" is an entirely appropriate and sufficient answer. She should not guess at what Ms. Kohler may have disclosed or what topics may have been discussed, as any such speculation could be cited as an admission in subsequent proceedings.
E. Communications with Gregory Fontaine (Tridale Manufacturing Inc.)
Anticipated questioning: Vantor's counsel will pursue a similar line of questioning regarding Ms. Bergström's communications with Gregory Fontaine, President of Tridale Manufacturing Inc.
Guidance: The analytical framework is the same as for Hemsworth. Cascade and Tridale executed a supply agreement on August 15, 2021, with a three-year term and an annual purchase commitment of $19.5 million. Ms. Bergström should confirm that she did not have knowledge of the specific terms of the Tridale–Vantor exclusive supply agreement, including the exclusivity provision or the 60-day termination-for-convenience notice period.
For reference, the Tridale–Vantor exclusive supply agreement was a two-year agreement executed on January 10, 2020, with an expiration date of January 9, 2022, and a minimum annual purchase commitment of $8.3 million. Ms. Bergström should testify consistently that her onboarding discussions with Mr. Fontaine focused on Tridale's manufacturing capabilities, product quality, pricing, and logistical capacity — not on Tridale's contractual obligations to other customers.
The same caution regarding speculation applies here. If Ms. Bergström does not recall the specific content of communications with Mr. Fontaine, she should say so directly rather than reconstructing or inferring.
F. Communications with Simone Alvarez (Orion Lifestyle Brands Corp.)
Anticipated questioning: The same general line of inquiry will apply to Ms. Bergström's communications with Simone Alvarez, CEO of Orion Lifestyle Brands Corp. Notably, the Cascade–Orion supply agreement was the first of the three at-issue agreements to be executed (May 10, 2021), and Vantor's counsel — particularly Martin Kessler — may focus on it as the "initiating act" in the alleged pattern of tortious interference.
Guidance: Cascade and Orion executed a supply agreement on May 10, 2021, with a four-year term and an annual purchase commitment of $31.0 million. Ms. Bergström should confirm that she did not have knowledge of the specific terms of the Orion–Vantor exclusive supply agreement, including the exclusivity provision or the 120-day termination-for-convenience notice period.
For reference, the Orion–Vantor exclusive supply agreement was a four-year agreement executed on July 1, 2018, with an expiration date of June 30, 2022, and a minimum annual purchase commitment of $14.6 million.
Special note regarding timeline: The Orion–Vantor agreement had the longest remaining term of any of the three Vantor exclusive supply agreements at the time the Cascade–Orion agreement was executed. As of May 10, 2021, approximately 13 months remained on the Orion–Vantor agreement. Vantor's counsel will likely emphasize this timeline to argue that Cascade knowingly induced Orion to abandon a supply relationship that had substantial remaining duration. Ms. Bergström should be prepared for this line of questioning and should testify consistently that she was not aware of the remaining term of the Orion–Vantor agreement because she was not aware of the Orion–Vantor agreement's specific terms. If asked why she did not inquire about Orion's existing commitments before entering into a $31.0 million annual supply agreement, she should explain that Cascade's standard practice was to evaluate a supplier's capacity and willingness to perform, and to rely on the supplier to manage its own existing obligations. Cascade did not — and does not — routinely request that prospective suppliers disclose the terms of their agreements with other customers.
G. The 14 Project Atlas Emails Referencing Vantor
Anticipated questioning: This will be the most critical and potentially the most difficult area of examination. Vantor's counsel — likely Martin Kessler personally, given the importance of this area — will almost certainly present each of the 14 emails to Ms. Bergström as deposition exhibits and ask her to explain the context of each email, identify who else saw the email, describe what action was taken in response to the email's content, and explain what she understood the reference to Vantor to mean.
Guidance: Detailed email-by-email preparation notes are provided in Section V below and in the accompanying Exhibit A (Email Summary Table). The general instructions for this portion of the examination are as follows:
1. Read each exhibit carefully. When Vantor's counsel hands Ms. Bergström an email exhibit, she should take sufficient time to read the entire document carefully before answering any questions about it. She should not rush, and she should not assume she remembers the content of a particular email merely because the subject line or date seems familiar. The precise language matters.
2. Distinguish between general awareness and specific knowledge. This is the most important analytical distinction in the entire case. Ms. Bergström must consistently differentiate between awareness that Vantor was a customer of a particular supplier (which constitutes general market knowledge and does not establish tortious interference) and knowledge of the specific contractual terms governing that relationship (particularly exclusivity provisions, which would be relevant to the tortious interference analysis). The former does not establish the latter.
3. Do not characterize beyond the text. Ms. Bergström should confine her testimony about each email to what the email actually says. She should not paraphrase in ways that add meaning not present in the text, and she should resist any invitation by counsel to characterize the email's "real meaning" or "true purpose" in language that goes beyond the document's face.
4. Do not speculate about intent. For emails that Ms. Bergström did not author, she should not speculate about the author's intent. For emails that she did author, she should explain her intent based on her recollection, but she should not embellish or overstate.
5. If she does not recall, she should say so. Given that there are 2,847 Project Atlas emails in the record, it is entirely plausible — and indeed expected — that Ms. Bergström will not have an independent recollection of every email presented to her. "I don't recall the specific circumstances of this email" is a truthful and appropriate response when applicable.
H. Knowledge of Exclusivity Provisions
Anticipated questioning: This will be a direct, frontal assault on the key factual issue. Vantor's counsel will ask questions such as: "Did you know that Hemsworth had an exclusive supply agreement with Vantor?" "Did anyone at Cascade tell you about such agreements?" "Did you conduct any due diligence on the existing contractual commitments of these suppliers before executing supply agreements with them?" "Did you ask Ms. Kohler / Mr. Fontaine / Ms. Alvarez whether they had any exclusive commitments to other customers?" "Were you aware that these suppliers were contractually prohibited from supplying other retailers in the same product categories?"
Guidance: Ms. Bergström should testify truthfully that she did not have knowledge of the specific exclusivity provisions contained in the Vantor supply agreements with Hemsworth, Tridale, or Orion. She should explain that Cascade's standard supplier onboarding process, which she oversaw, focused on evaluating prospective suppliers based on their manufacturing capacity, product quality, pricing competitiveness, and logistical capabilities — not on the suppliers' existing contracts with other customers. She was not in possession of, and did not review, copies of any of the three Vantor exclusive supply agreements prior to this litigation.
If asked whether she conducted "due diligence" on existing contractual commitments, she should explain that Cascade's due diligence process was focused on the prospective supplier's ability to perform under a potential Cascade supply agreement. The due diligence process did not include requesting or reviewing copies of the supplier's agreements with third parties, as Cascade viewed those agreements as confidential matters between the supplier and its other customers.
If asked whether anyone else at Cascade informed her of the exclusivity provisions, she should testify truthfully. Based on our review of the record, we are not aware of any communication in which another Cascade employee informed Ms. Bergström of the specific exclusivity provisions. However, this should be confirmed directly with Ms. Bergström during the preparation session.
I. Inducement or Improper Means
Anticipated questioning: "Did you offer any incentive to Hemsworth / Tridale / Orion to leave Vantor?" "Did you offer pricing or terms specifically designed to lure them away from Vantor?" "Did you tell them that Cascade would make up for any penalties they might incur from terminating their Vantor contracts?" "Did you promise them anything beyond standard commercial terms?" "Did you communicate to them that they should terminate their agreements with Vantor?"
Guidance: Ms. Bergström should deny any inducement or improper conduct clearly and directly. She should testify that the terms offered to Hemsworth, Tridale, and Orion were commercially competitive terms developed through standard negotiation processes. The terms reflected Cascade's genuine projected demand for products in the relevant categories, not any intent to "lure" suppliers away from Vantor or any other customer.
Ms. Bergström should be prepared to address the volume disparity in purchase commitments, as this is likely to be a focal point of Vantor's cross-examination. The comparative figures are:
Ms. Bergström should explain that these larger purchase commitments reflect the significant difference in scale between Cascade and Vantor. Cascade operates more than 340 retail locations across 22 states and maintains a major e-commerce platform; its fiscal year 2021 revenue was approximately $6.8 billion. Vantor, by comparison, operates approximately 85 retail locations in four states, with fiscal year 2021 revenue of approximately $1.1 billion. The difference in annual purchase commitments is a natural and expected consequence of this scale difference — not evidence of predatory intent. The commitments were based on Cascade's genuine projected demand, which was itself based on sales forecasting models applied across Cascade's much larger retail footprint.
Ms. Bergström should also deny that she ever communicated to any of the three suppliers that Cascade would compensate them for any penalties or damages arising from the termination of their Vantor agreements. She should deny that she ever instructed, encouraged, or suggested that any supplier terminate its agreement with Vantor.
J. Internal Approvals and Decision-Making
Anticipated questioning: Who approved the Hemsworth, Tridale, and Orion supply agreements? Was Margaret Prumvane (CEO) involved in the approval process? Was Raj Subramanian (CFO) involved? Was David Pruitt (General Counsel) consulted? Was legal review conducted before execution of these agreements?
Guidance: Ms. Bergström should describe the standard approval process for supply agreements executed under Project Atlas. She reported to Lena Torvik, SVP Supply Chain & Procurement, who had approval authority for supply agreements within the Project Atlas budget parameters. For agreements exceeding certain dollar thresholds (which should be confirmed during the preparation session), additional approval from the CFO (Raj Subramanian) or the CEO (Margaret Prumvane) may have been required pursuant to Cascade's internal authorization matrix. Ms. Bergström should describe this process in general terms and confirm the approval chain for each of the three agreements based on her recollection.
Critical privilege instruction: If asked about any communications with David Pruitt in his capacity as General Counsel, or with any attorney at Calderwood & Harkness LLP, or with any other lawyer providing legal advice to Cascade regarding Project Atlas or the supplier onboarding process, Ms. Bergström should pause her response and allow defending counsel to assess whether the question calls for privileged information. She should not describe the substance of any legal advice she received, the fact of any specific consultation with legal counsel regarding the three supply agreements at issue, or the content of any attorney-client communications. If uncertain whether a communication involved legal counsel, she should state: "That communication may involve legal counsel, and I would like to check with my attorneys before responding."
K. Timing and Sequence
Anticipated questioning: Vantor's counsel will focus on the sequence and timing of the three Cascade supply agreements:
• Cascade–Orion: executed May 10, 2021
• Cascade–Hemsworth: executed June 1, 2021
• Cascade–Tridale: executed August 15, 2021
Counsel will likely ask whether, after the first agreement was signed (Orion, May 10), Ms. Bergström or anyone at Cascade became aware of concerns or complaints from Vantor. Counsel will be probing for evidence that Cascade continued to onboard Vantor's suppliers even after learning of Vantor's objections, which would be relevant to the question of intent and knowledge.
Guidance: Ms. Bergström should confirm the dates of execution for each of the three agreements. If asked whether she became aware of any complaints or concerns from Vantor prior to the filing of the complaint on September 7, 2021, she should answer truthfully based on her recollection. To the extent there were any pre-litigation communications from Vantor — whether directed to Ms. Bergström or to other Cascade personnel who informed Ms. Bergström — those communications must be identified and reviewed during the preparation session so that Ms. Bergström's testimony is accurate.
Action item for preparation session: We need to confirm directly with Ms. Bergström whether she received, or was made aware of, any communications from Vantor or from any of the three suppliers referencing Vantor's objections to the new Cascade supply relationships at any time prior to September 7, 2021 (the date the complaint was filed). If such communications exist, we need to review them carefully and prepare Ms. Bergström to address them. This is a potentially significant area of exposure, and we cannot afford to be surprised at the deposition.
V. ANALYSIS OF THE 14 PROJECT ATLAS EMAILS REFERENCING VANTOR
A. Overview. Of the 2,847 Project Atlas-related emails reviewed and produced in discovery as part of Cascade's production of 78,412 documents, exactly 14 emails contain references to Vantor or Vantor's existing supplier relationships. These 14 emails have been identified by both parties as the most significant documents in the case with respect to the question of Cascade's knowledge of Vantor's supplier relationships.
As set forth in the detailed memorandum analyzing these emails (Carlos Espinoza to Yuki Nakamura, dated June 30, 2022), our position is that none of the 14 emails demonstrates actual knowledge of the specific exclusivity terms contained in the Vantor–Hemsworth, Vantor–Tridale, or Vantor–Orion supply agreements. The references to Vantor in these emails are in the nature of general competitive intelligence — noting, for example, that certain suppliers have existing supply relationships with Vantor — which constitutes publicly available industry knowledge and falls well short of establishing knowledge of exclusivity provisions.
This conclusion is critical and must be reinforced through Ms. Bergström's testimony. If Vantor's counsel is able to elicit testimony from Ms. Bergström that recharacterizes the content of these emails as reflecting knowledge of exclusivity provisions, it would significantly undermine our defense position.
B. Email-by-Email Preparation Notes
For each of the 14 emails, the following information and guidance should be reviewed with Ms. Bergström during the preparation session:
Identification: The date, author, recipients, subject line, and Bates number of each email.
Content summary: A summary of the email's content, with particular attention to the specific language referencing Vantor.
Key points for testimony: What the email does and does not say about exclusivity provisions; the context in which Vantor is mentioned (e.g., general market awareness, competitive analysis, supplier capability discussion); and whether the reference is to general market knowledge or to specific contractual terms.
Red flags / areas of caution: Any language in the email that could be interpreted, even if taken out of context, as suggesting knowledge of exclusivity provisions; any language that could be characterized as reflecting competitive targeting of Vantor or its supplier relationships; and any language that Ms. Bergström should be prepared to explain carefully.
The detailed email-by-email analysis is provided in a separate exhibit to this memorandum — Exhibit A: Email Summary Table (Attorney Work Product). Exhibit A is not attached to this memorandum for security purposes; it will be provided to Ms. Bergström and reviewed during the preparation session on October 10–11, 2022. Exhibit A should not be removed from the offices of Calderwood & Harkness LLP and should not be copied or transmitted electronically.
General instruction to Ms. Bergström for the 14 emails: When Vantor's counsel presents any of these emails as a deposition exhibit, Ms. Bergström should read the entire email carefully before answering any question about it. She should not assume she remembers the content based on a cursory glance at the subject line or date. She should confirm only what the document states and should not add meaning, context, or interpretation beyond what the text supports. She should not speculate about the intent behind language she did not author, and she should not paraphrase the email in language that goes beyond the document's face. If she does not recall the circumstances surrounding a particular email, she should say so.
C. General Themes Across the 14 Emails
Based on our analysis, the following general observations apply across the 14 emails:
1. References to existing supply relationships. Several of the 14 emails mention that Hemsworth, Tridale, and/or Orion are "current Vantor suppliers" or words to that effect. These references reflect general industry knowledge that is neither surprising nor probative of knowledge of exclusivity provisions. The retail supply market for home goods, consumer electronics accessories, and personal care products is a relationship-driven industry in which major buyer-supplier relationships are widely known. The fact that a Cascade sourcing professional was aware that Vantor purchased products from certain suppliers is entirely unremarkable.
2. Competitive positioning analysis. Some of the 14 emails discuss competitive positioning vis-à-vis Vantor in the relevant product categories. For example, certain emails analyze the relative market position of Cascade and Vantor in the home goods segment, or discuss the potential benefits to Cascade of onboarding suppliers with proven track records in categories where Vantor has been successful. This type of analysis is standard competitive intelligence work — a routine function in any major retail organization — and does not evidence tortious intent.
3. No reference to exclusivity. No email among the 14 references, attaches, or quotes from any of the three Vantor exclusive supply agreements. No email uses the word "exclusive" or "exclusivity" in connection with Vantor's supplier relationships. No email discusses the terms, duration, or renewal provisions of any Vantor supply agreement. No email references termination-for-convenience clauses, notice periods, or minimum purchase commitment amounts under the Vantor agreements. The absence of any such reference is powerful evidence that Cascade did not possess knowledge of the specific contractual terms.
4. Contextual consistency. The references to Vantor in the 14 emails are consistent with the general competitive awareness that would be expected of sourcing professionals at a major retailer. They are not consistent with a scheme to deliberately target and poach a competitor's exclusive suppliers.
Ms. Bergström should internalize these themes so that her testimony naturally reflects them when she is questioned about individual emails. She should not, however, volunteer these analytical conclusions proactively — they should emerge from her truthful, careful answers to specific questions.
VI. DOCUMENT-SPECIFIC PREPARATION
A. Likely Exhibits
Based on our assessment of Vantor's discovery strategy and the deposition notice, we anticipate that the following categories of documents will be used as deposition exhibits during Ms. Bergström's examination. Ms. Bergström should review each of these categories during the preparation session and should be prepared to discuss the documents when presented:
1. The 14 Project Atlas emails referencing Vantor. These are the most likely exhibits and will be the focus of the most intensive questioning. As discussed above, detailed preparation guidance is provided in Section V and Exhibit A.
2. The three Cascade supply agreements:
• Cascade–Hemsworth supply agreement (executed June 1, 2021; 5-year term; $28.0 million annual purchase commitment);
• Cascade–Tridale supply agreement (executed August 15, 2021; 3-year term; $19.5 million annual purchase commitment); and
• Cascade–Orion supply agreement (executed May 10, 2021; 4-year term; $31.0 million annual purchase commitment).
Ms. Bergström should be prepared to discuss the negotiation and execution of each agreement, including the commercial terms, the negotiation process, the participants, and the approval process. She should not testify about any legal review or legal advice received in connection with these agreements.
3. The three Vantor exclusive supply agreements:
• Vantor–Hemsworth exclusive supply agreement (executed March 15, 2019; 3-year term, expiring March 14, 2022; $12.5 million minimum annual purchase commitment);
• Vantor–Tridale exclusive supply agreement (executed January 10, 2020; 2-year term, expiring January 9, 2022; $8.3 million minimum annual purchase commitment); and
• Vantor–Orion exclusive supply agreement (executed July 1, 2018; 4-year term, expiring June 30, 2022; $14.6 million minimum annual purchase commitment).
Vantor's counsel may present these agreements to Ms. Bergström and ask whether she has seen them before. Her expected answer is that she had not seen any of these agreements prior to this litigation. She should be careful not to testify about the content of these agreements based on what she has learned through the litigation process, as that could blur the line between her pre-litigation knowledge and her current knowledge. If asked about the terms of these agreements, she should clarify that she learned of these terms only through the litigation.
4. Project Atlas planning documents. These include the initiative brief, the budget allocation documentation reflecting the $4.2 million budget, supplier target lists, status reports, category analysis documents, and internal presentations regarding the initiative. Ms. Bergström should be prepared to discuss these documents as evidence of the broad, legitimate scope of Project Atlas.
5. Ms. Bergström's communications with Kohler, Fontaine, and Alvarez. This includes emails, meeting notes, call logs, and any other documentation of Ms. Bergström's direct communications with the CEOs/Presidents of the three supplier companies. These communications are in the discovery record and should be reviewed during the preparation session.
6. Third-party subpoena productions. Hemsworth, Tridale, and Orion each produced documents in response to third-party subpoenas served by both parties. A total of 23,567 documents were produced across the three third-party productions. To the extent these documents reflect communications with Ms. Bergström, or communications about Cascade's outreach, they may be used as deposition exhibits. Ms. Bergström should be prepared for the possibility that she will be shown documents she has not previously reviewed — for example, internal Hemsworth, Tridale, or Orion emails discussing Cascade's outreach — and she should respond carefully, confirming only what she can verify from the face of the document.
B. Privileged Documents
Ms. Bergström should not testify about any communications with David Pruitt in his capacity as General Counsel of Cascade, any communications with attorneys at Calderwood & Harkness LLP, or any communications with any other lawyer providing legal advice to Cascade regarding Project Atlas, the supplier onboarding process, the Vantor claims, or any related matter. If asked about such communications, she should state clearly and calmly that the communication may involve legal counsel and look to defending counsel (Mr. Carmichael or Ms. Nakamura) for instruction. Defending counsel will assert the attorney-client privilege and/or work product protection as appropriate.
For context, Cascade's privilege log contains 3,214 entries, encompassing communications between David Pruitt and outside counsel at Calderwood & Harkness LLP, internal legal memoranda related to Project Atlas and the supplier onboarding process, and related materials protected by the attorney-client privilege and/or the work product doctrine. Vantor has challenged certain entries on the privilege log, and those challenges remain pending before the Court. Ms. Bergström's inadvertent disclosure of privileged information at the deposition could prejudice Cascade's position on those pending challenges. This underscores the importance of vigilance on privilege issues.
VII. POTENTIAL PROBLEM AREAS
The following areas present the greatest risk of harmful testimony and require focused preparation.
A. The "Pattern" Argument
Vantor will argue that the sequential onboarding of three Vantor suppliers in rapid succession — Orion on May 10, Hemsworth on June 1, and Tridale on August 15, 2021, all within a span of approximately three months — constitutes a "pattern" that evidences deliberate targeting of Vantor's supplier base. This is a compelling narrative argument, and Ms. Bergström should be prepared for counsel to present it forcefully.
Ms. Bergström should be prepared to explain that these three suppliers were part of a much larger initiative involving approximately 25 potential new suppliers across three product categories. The timing of the three agreements reflects the pace of the Project Atlas initiative generally — during the same period, Cascade was evaluating, negotiating with, and onboarding numerous other suppliers who have no connection to Vantor. The concentration of these three agreements within a three-month window is a function of the overall pace of the initiative, not a coordinated campaign against Vantor.
Ms. Bergström should also be prepared to explain, if asked, that the specific timing of each agreement was driven by the individual negotiation timeline with each supplier — influenced by factors such as the supplier's readiness, the completion of quality audits, the resolution of commercial terms, and logistics integration scheduling. The timing was not coordinated to achieve any particular sequence or to maximize the impact on Vantor.
B. Volume Disparity in Purchase Commitments
As noted in Section IV.I above, the disparity between Cascade's annual purchase commitments and Vantor's commitments under its exclusive supply agreements is stark:
Vantor's counsel will likely argue that these dramatically larger commitments were strategically designed to "buy away" Vantor's suppliers — that is, to offer terms so favorable that the suppliers would be economically compelled to abandon their Vantor relationships. This argument has superficial appeal, and Ms. Bergström must be prepared to rebut it effectively.
The key points for Ms. Bergström's testimony are:
1. The larger commitments reflect the fundamental difference in scale between the two companies. Cascade's fiscal year 2021 revenue was approximately $6.8 billion, generated through more than 340 retail locations across 22 states and a major e-commerce platform. Vantor's fiscal year 2021 revenue was approximately $1.1 billion, generated through approximately 85 retail locations in four states. Cascade's demand for products in these categories is proportionately larger.
2. The commitments were based on Cascade's genuine projected demand, derived from internal sales forecasting models applied across Cascade's retail footprint and e-commerce platform. They were not inflated to "lure" suppliers.
3. The fact that Cascade can offer larger volume commitments than Vantor is a natural consequence of Cascade's larger scale. This is competitive advantage, not tortious conduct.
C. Post-Filing Awareness
After September 7, 2021 — the date Vantor filed its complaint — all Cascade personnel, including Ms. Bergström, became aware of Vantor's allegations of tortious interference. Questions about Ms. Bergström's actions, communications, or decision-making after September 7, 2021 must be handled with extreme care to avoid waiving the attorney-client privilege or work product protection over litigation-related communications.
Vantor's counsel may attempt to elicit testimony about internal discussions at Cascade following the filing of the complaint — for example, whether Ms. Bergström discussed the allegations with Lena Torvik, Margaret Prumvane, David Pruitt, or others, and what was said in those discussions. To the extent such discussions involved legal counsel or were made in anticipation of litigation, they are protected by the attorney-client privilege and/or work product doctrine.
Ms. Bergström should be instructed to exercise particular caution when answering any question that relates to the period after September 7, 2021. If a question touches on post-filing communications, decision-making, or internal discussions, she should pause to allow defending counsel to evaluate whether a privilege objection or instruction is appropriate.
VIII. GENERAL DEPOSITION CONDUCT GUIDANCE
A. Fundamental Rules
Ms. Bergström should adhere to the following fundamental rules throughout the deposition:
1. Listen carefully to each question. Before answering, Ms. Bergström should ensure she fully understands what is being asked. If a question is compound, ambiguous, or confusing, she should ask for clarification rather than guessing at the meaning.
2. Answer only the question asked. Ms. Bergström should provide responsive, truthful answers and then stop. She should not volunteer additional information, elaborate beyond what is necessary to answer the question, or offer explanations that have not been requested. Volunteered information is the most common source of damaging deposition testimony.
3. "I don't recall" is an appropriate answer. If Ms. Bergström genuinely does not recall a particular fact, event, or conversation, she should say so. She should not attempt to reconstruct from inference or guess at what may have occurred. Given the volume of Project Atlas activity (2,847 emails alone), it would be entirely natural for Ms. Bergström not to recall the details of every communication or decision.
4. "I don't know" is an appropriate answer. If Ms. Bergström genuinely does not know the answer to a question, she should say so. She is not expected to know everything about Cascade's operations, and she should not speculate about matters outside her knowledge.
5. Do not speculate or guess. If Ms. Bergström is not certain of an answer, she should not offer a guess or estimate unless specifically asked for her best estimate and instructed by defending counsel that doing so is appropriate. Speculation can be treated as testimony and cited against Cascade in subsequent proceedings.
6. Do not characterize documents without reading them. When presented with a document, Ms. Bergström should read the document carefully before answering any questions about it. She should take as much time as she needs. She should not accept opposing counsel's characterization of a document's content without verifying it herself.
7. Wait for any objection. Before answering a question, Ms. Bergström should allow a brief pause to permit defending counsel to interpose any objection. If defending counsel objects, Ms. Bergström should wait for further instruction before answering.
B. Privilege Instructions
The following specific instructions apply with respect to privileged communications:
1. If any question calls for information about communications with David Pruitt (in his capacity as General Counsel of Cascade), any attorney at Calderwood & Harkness LLP, or any other lawyer providing legal advice to Cascade regarding Project Atlas, the supplier onboarding process, the Vantor claims, or any related matter, Ms. Bergström should pause her response and allow defending counsel to assert the attorney-client privilege or work product protection.
2. Ms. Bergström should not describe the substance, content, or conclusions of any legal advice she received from any source.
3. If Ms. Bergström is uncertain whether a particular communication involved legal counsel or constituted legal advice, she should err on the side of caution by stating: "That communication may involve legal counsel, and I would like to check with my attorneys before responding." Defending counsel will then assess whether a privilege assertion is appropriate.
4. Ms. Bergström should not identify specific topics or matters on which she consulted with legal counsel, as such identification could itself waive the privilege.
C. Tone and Demeanor
Ms. Bergström's tone and demeanor throughout the deposition will influence how her testimony is perceived — not only by Vantor's counsel, but potentially by the Court (if excerpts are used in motion practice) and by a jury (if the case proceeds to trial). The following guidance applies:
1. Be professional, calm, and responsive. Ms. Bergström should project confidence and composure. She should answer questions directly and without evasiveness.
2. Do not be argumentative. Even if Vantor's counsel is aggressive or asks provocative questions, Ms. Bergström should not argue with counsel or become defensive. Argumentative responses can make a witness appear evasive or hostile, which is counterproductive.
3. Do not try to "win" the deposition. The deposition is not a debate. The goal is not to persuade Vantor's counsel or to deliver closing-argument-style speeches. The goal is to provide truthful, accurate testimony that supports the defense themes identified in this memorandum without making harmful admissions.
4. Avoid loaded language. Ms. Bergström should avoid characterizing her own conduct or Cascade's conduct using language that could be repackaged by Vantor as evidence of predatory intent. For example, she should not describe the supplier outreach as "aggressive" or "competitive" in a way that suggests targeting. She should not refer to "winning" suppliers away from Vantor. She should describe the outreach in neutral terms — "standard sourcing outreach," "supplier evaluation," "commercial discussions" — that accurately reflect the nature of the activity.
D. Breaks. Under California deposition rules, Ms. Bergström is entitled to request breaks at reasonable intervals for rest, meals, or personal needs. She should feel comfortable doing so and should not feel pressured to continue without a break when she needs one.
However, Ms. Bergström should be aware of the following rule: while a question is pending — that is, after a question has been asked but before Ms. Bergström has completed her answer — she should not discuss the substance of the pending question with counsel during a break. Opposing counsel may object to any break taken while a question is pending, and any discussion of substantive testimony during such a break could be subject to inquiry by opposing counsel. If Ms. Bergström needs a break, the best practice is to complete her answer to any pending question before requesting the break, or to request a break before the next question is asked.