1038-00007 · Cascade Retail Holdings · Discovery

cascade-first-interrogatories-to-vantor.docx DOCUMENT Litigation

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SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

DEFENDANT CASCADE RETAIL HOLDINGS INC.'S FIRST SET OF INTERROGATORIES TO PLAINTIFF VANTOR HOLDINGS CORP.

PRELIMINARY STATEMENT AND INSTRUCTIONS

A. Statutory Basis

These interrogatories are propounded by Defendant Cascade Retail Holdings Inc. ("Cascade") to Plaintiff Vantor Holdings Corp. ("Vantor") pursuant to California Code of Civil Procedure sections 2030.010 et seq. Vantor is required to respond to each interrogatory separately and fully in writing under oath within thirty (30) days of service of these interrogatories, in accordance with California Code of Civil Procedure section 2030.260.

These interrogatories are continuing in nature. If, after serving responses, Vantor obtains or discovers additional or different information, Vantor is required to supplement its responses promptly pursuant to California Code of Civil Procedure section 2030.310.

B. Definitions. As used in these interrogatories, the following terms shall have the meanings set forth below:

1. "VANTOR" or "YOU" or "YOUR" means Plaintiff Vantor Holdings Corp., a California corporation, and includes its present and former officers, directors, employees, agents, representatives, attorneys, predecessors, successors, assigns, subsidiaries, affiliates, and any person or entity acting or purporting to act on behalf of Vantor Holdings Corp.

2. "CASCADE" or "DEFENDANT" means Defendant Cascade Retail Holdings Inc., a Delaware corporation.

3. "HEMSWORTH" means Hemsworth Consumer Products LLC, an Oregon limited liability company headquartered at 4720 NW Yeon Avenue, Portland, Oregon 97210.

4. "TRIDALE" means Tridale Manufacturing Inc., a Nevada corporation headquartered at 6300 South Pecos Road, Suite 210, Las Vegas, Nevada 89120.

5. "ORION" means Orion Lifestyle Brands Corp., a California corporation headquartered at 1900 Avenue of the Stars, Suite 1050, Los Angeles, California 90067.

6. "HEMSWORTH AGREEMENT" means the exclusive supply agreement between Vantor and Hemsworth executed on or about March 15, 2019, including all amendments, addenda, exhibits, schedules, and side letters thereto.

7. "TRIDALE AGREEMENT" means the exclusive supply agreement between Vantor and Tridale executed on or about January 10, 2020, including all amendments, addenda, exhibits, schedules, and side letters thereto.

8. "ORION AGREEMENT" means the exclusive supply agreement between Vantor and Orion executed on or about July 1, 2018, including all amendments, addenda, exhibits, schedules, and side letters thereto.

9. "EXCLUSIVE SUPPLY AGREEMENTS" means, collectively, the Hemsworth Agreement, the Tridale Agreement, and the Orion Agreement.

10. "DOCUMENT" or "DOCUMENTS" shall have the broadest meaning permitted under California Code of Civil Procedure section 2016.020, and includes, without limitation, all writings, electronically stored information ("ESI"), recordings, and tangible things of any kind or description, whether originals, copies, or drafts, and whether printed, handwritten, typed, recorded, filmed, or reproduced by any process, including but not limited to correspondence, memoranda, notes, reports, studies, analyses, spreadsheets, presentations, contracts, invoices, financial statements, budgets, projections, calendars, diaries, logs, emails, text messages, instant messages, voicemails, audio recordings, video recordings, databases, and metadata.

11. "COMMUNICATION" means any oral, written, or electronic exchange of information between two or more persons, including but not limited to letters, emails, text messages, instant messages, telephone calls, voicemails, video conferences, in-person conversations, memoranda, notes, and any other form of transmission or exchange of information, regardless of the medium used.

12. "PERSON" means any natural person, corporation, partnership, limited liability company, association, joint venture, governmental entity, or any other legal or business entity.

13. "RELATE TO" or "RELATING TO" means referring to, regarding, concerning, evidencing, reflecting, constituting, describing, discussing, mentioning, embodying, recording, summarizing, setting forth, or having any logical connection with the subject matter referenced.

14. "IDENTIFY" when used with respect to a natural person means to state the person's full name, title or position, employer, business address, and telephone number, to the extent known. When used with respect to an entity, "IDENTIFY" means to state the entity's full legal name, type of entity (e.g., corporation, limited liability company, partnership), jurisdiction of organization, and principal place of business. When used with respect to a document, "IDENTIFY" means to state the document's date, author or originator, recipient(s), subject matter, type of document (e.g., letter, email, memorandum), and Bates number if the document has been produced in this litigation.

C. General Instructions

1. Each interrogatory shall be answered separately and fully in writing under oath, in accordance with California Code of Civil Procedure section 2030.210.

2. If any interrogatory cannot be answered in full after exercising due diligence to obtain the information necessary to provide a complete response, Vantor shall answer the interrogatory to the extent possible and shall state the reason for Vantor's inability to answer the remainder, specifying what efforts have been made to obtain the necessary information and the identity of any person believed to possess the missing information.

3. If Vantor objects to any interrogatory or any part thereof, Vantor shall state the objection with specificity, including the legal grounds therefor, and shall answer the interrogatory to the extent that it is not objectionable, in accordance with California Code of Civil Procedure section 2030.240.

4. The obligation to respond to these interrogatories is continuing in nature. Vantor is required to serve supplemental responses as additional or different information becomes available, in accordance with California Code of Civil Procedure section 2030.310.

5. Unless otherwise specified, these interrogatories are intended to cover the entire time period relevant to this action, from January 1, 2017 to the present.

6. No interrogatory herein shall be construed as an admission by Cascade of any fact or the relevance of any subject matter. Cascade expressly reserves all objections, defenses, and privileges.

7. If Vantor elects to exercise the option under California Code of Civil Procedure section 2030.230 to refer to business records in lieu of answering any interrogatory, Vantor shall specify the particular documents from which the answer may be derived, designate such documents with sufficient specificity to permit Cascade to locate and identify them as readily as Vantor could, and make such documents available for inspection and copying at a reasonable time and place.

INTERROGATORIES

INTERROGATORY NO. 1:

IDENTIFY each PERSON who has knowledge of facts relevant to any claim or defense in this action. For each such PERSON, describe the subject matter of such PERSON's knowledge, including but not limited to the specific claims, defenses, transactions, events, or occurrences about which such PERSON has knowledge. Without limiting the generality of the foregoing, this interrogatory is intended to encompass, but is not limited to, all officers, directors, employees, agents, and representatives of VANTOR, HEMSWORTH, TRIDALE, and ORION who have knowledge of the negotiation, execution, performance, breach, or termination of the EXCLUSIVE SUPPLY AGREEMENTS, as well as any knowledge of CASCADE's alleged conduct giving rise to the claims asserted in this action. This includes, without limitation, any knowledge possessed by Richard "Rick" Ellsworth (Founder & CEO of Vantor), Patricia Sung (COO of Vantor), Thomas Brennecke (VP of Supplier Relations at Vantor), Deborah Marcelino (CFO of Vantor), Janet Kohler (CEO of Hemsworth), Gregory Fontaine (President of Tridale), and Simone Alvarez (CEO of Orion), as well as any other person not specifically named herein who possesses relevant knowledge.

INTERROGATORY NO. 2:

State all facts upon which YOU contend that CASCADE had actual or constructive knowledge of the exclusivity provisions contained in the EXCLUSIVE SUPPLY AGREEMENTS at the time CASCADE entered into supply agreements with HEMSWORTH, TRIDALE, and ORION. For each such fact, IDENTIFY the PERSON(s) with knowledge thereof, the DOCUMENT(s) that evidence or support such fact, and the date(s) on which CASCADE allegedly obtained such knowledge. In responding to this interrogatory, specifically state whether VANTOR contends that CASCADE had actual or constructive knowledge of the exclusivity provisions contained in the EXCLUSIVE SUPPLY AGREEMENTS prior to each of the following events: (a) the execution of the supply agreement between CASCADE and ORION on or about May 10, 2021; (b) the execution of the supply agreement between CASCADE and HEMSWORTH on or about June 1, 2021; and (c) the execution of the supply agreement between CASCADE and TRIDALE on or about August 15, 2021. For each event, state the nature and source of CASCADE's alleged knowledge, distinguishing between actual knowledge and constructive knowledge, and identifying any specific COMMUNICATION, DOCUMENT, or other source through which such knowledge was allegedly conveyed or made available to CASCADE.

INTERROGATORY NO. 3:

IDENTIFY each COMMUNICATION between VANTOR and CASCADE, or between any of VANTOR's officers, directors, employees, agents, or representatives and any of CASCADE's officers, directors, employees, agents, or representatives, in which the existence or terms of the EXCLUSIVE SUPPLY AGREEMENTS were discussed, referenced, disclosed, or otherwise made known. For each such COMMUNICATION, state: (a) the date of the COMMUNICATION; (b) the identity of all participants, including each participant's name, title, and employer; (c) the medium of the COMMUNICATION (e.g., email, telephone, in-person meeting, video conference, letter, text message); and (d) the substance of the COMMUNICATION, including the specific terms of the EXCLUSIVE SUPPLY AGREEMENTS that were discussed or referenced. IDENTIFY all DOCUMENTS that memorialize, record, or relate to each such COMMUNICATION.

INTERROGATORY NO. 4:

State the complete terms of the HEMSWORTH AGREEMENT, including but not limited to: (a) the date of execution, which Cascade believes to be on or about March 15, 2019; (b) the term of the agreement and its expiration date, which Cascade believes to be a three (3) year term expiring on or about March 14, 2022; (c) the minimum annual purchase commitment, which Cascade believes to be approximately $12,500,000; (d) the scope of the exclusivity provisions, including the specific product categories, geographic regions, and distribution channels covered by the exclusivity obligation; (e) any termination provisions, including any termination-for-convenience clause and the notice period required thereunder, which Cascade believes to include a ninety (90) day termination-for-convenience notice period; (f) any renewal or extension provisions, including whether renewal is automatic or requires affirmative action by one or both parties, and the terms upon which renewal may occur; and (g) any liquidated damages or remedies provisions applicable in the event of breach, including provisions governing the measure of damages for early termination or breach of the exclusivity obligation. IDENTIFY all DOCUMENTS that constitute, amend, supplement, or otherwise relate to the HEMSWORTH AGREEMENT.

INTERROGATORY NO. 5:

State the complete terms of the TRIDALE AGREEMENT, including but not limited to: (a) the date of execution, which Cascade believes to be on or about January 10, 2020; (b) the term of the agreement and its expiration date, which Cascade believes to be a two (2) year term expiring on or about January 9, 2022; (c) the minimum annual purchase commitment, which Cascade believes to be approximately $8,300,000; (d) the scope of the exclusivity provisions, including the specific product categories, geographic regions, and distribution channels covered by the exclusivity obligation; (e) any termination provisions, including any termination-for-convenience clause and the notice period required thereunder, which Cascade believes to include a sixty (60) day termination-for-convenience notice period; (f) any renewal or extension provisions, including whether renewal is automatic or requires affirmative action by one or both parties, and the terms upon which renewal may occur; and (g) any liquidated damages or remedies provisions applicable in the event of breach, including provisions governing the measure of damages for early termination or breach of the exclusivity obligation. IDENTIFY all DOCUMENTS that constitute, amend, supplement, or otherwise relate to the TRIDALE AGREEMENT.

INTERROGATORY NO. 6:

State the complete terms of the ORION AGREEMENT, including but not limited to: (a) the date of execution, which Cascade believes to be on or about July 1, 2018; (b) the term of the agreement and its expiration date, which Cascade believes to be a four (4) year term expiring on or about June 30, 2022; (c) the minimum annual purchase commitment, which Cascade believes to be approximately $14,600,000; (d) the scope of the exclusivity provisions, including the specific product categories, geographic regions, and distribution channels covered by the exclusivity obligation; (e) any termination provisions, including any termination-for-convenience clause and the notice period required thereunder, which Cascade believes to include a one hundred twenty (120) day termination-for-convenience notice period; (f) any renewal or extension provisions, including whether renewal is automatic or requires affirmative action by one or both parties, and the terms upon which renewal may occur; and (g) any liquidated damages or remedies provisions applicable in the event of breach, including provisions governing the measure of damages for early termination or breach of the exclusivity obligation. IDENTIFY all DOCUMENTS that constitute, amend, supplement, or otherwise relate to the ORION AGREEMENT.

INTERROGATORY NO. 7:

State whether HEMSWORTH, TRIDALE, or ORION exercised or attempted to exercise any termination-for-convenience right under the EXCLUSIVE SUPPLY AGREEMENTS. For each supplier that exercised or attempted to exercise such a right, state: (a) the date on which the termination notice was sent or delivered; (b) the method by which the termination notice was delivered (e.g., certified mail, email, hand delivery, overnight courier); (c) the identity of the PERSON(s) who sent and received such notice, including each such PERSON's name, title, and employer; (d) whether VANTOR contested the validity of the termination, and if so, the basis for VANTOR's challenge and the outcome of any such dispute; and (e) IDENTIFY all DOCUMENTS relating to any such termination or attempted termination, including the termination notice itself, any correspondence regarding the termination, and any legal opinions or analyses prepared in connection therewith. If any supplier's exercise of a termination-for-convenience right was not valid or effective due to failure to comply with contractual notice or other requirements, describe the specific deficiency relied upon by VANTOR.

INTERROGATORY NO. 8:

Describe in detail the methodology, assumptions, data sources, and calculations used to arrive at YOUR total claimed damages of $87,400,000, as alleged in the Complaint. In your response, provide the separate damages amounts attributed to each of the three supplier relationships, which Cascade understands to be: (a) $34,200,000 attributable to the HEMSWORTH relationship; (b) $22,800,000 attributable to the TRIDALE relationship; and (c) $30,400,000 attributable to the ORION relationship. For each such damages amount, state: (i) the discount rate applied, which Cascade believes to be approximately 8.5%; (ii) the time horizon of the projected revenue streams, which Cascade believes to be five (5) years for the HEMSWORTH relationship, four (4) years for the TRIDALE relationship, and six (6) years for the ORION relationship; (iii) the basis for projecting revenue streams beyond the existing contractual terms of the EXCLUSIVE SUPPLY AGREEMENTS; (iv) the projected annual revenues and profit margins for each year within the applicable damages period; (v) any adjustments for risk, market conditions, competitive factors, or other contingencies; and (vi) any offsets, credits, or deductions applied. IDENTIFY all PERSONS who participated in, contributed to, or reviewed the damages calculations, and IDENTIFY all DOCUMENTS relied upon in making such calculations. IDENTIFY any expert or consultant retained or consulted in connection with YOUR damages analysis, including but not limited to Dr. Harold Pryce of Meridian Forensic Economics LLC.

INTERROGATORY NO. 9:

For each of the three supplier relationships—HEMSWORTH, TRIDALE, and ORION—state in detail the factual basis for YOUR contention that the supplier relationship would have continued beyond the expiration of the EXCLUSIVE SUPPLY AGREEMENTS absent CASCADE's alleged interference. In responding, address each of the following: (a) any written or oral commitments by the supplier to renew or extend its agreement with VANTOR; (b) any course-of-dealing evidence, including the history of any prior renewals, extensions, or renegotiations of the supplier relationship; (c) any negotiations regarding renewal or extension of the EXCLUSIVE SUPPLY AGREEMENTS, including the dates of such negotiations, the participants, the terms discussed, and the outcome; and (d) all DOCUMENTS that support YOUR contentions regarding the expected continuation of each supplier relationship. In particular, explain the factual basis for projecting damages over a five (5) year period for the HEMSWORTH relationship, given that the HEMSWORTH AGREEMENT was set to expire on or about March 14, 2022; a four (4) year period for the TRIDALE relationship, given that the TRIDALE AGREEMENT was set to expire on or about January 9, 2022; and a six (6) year period for the ORION relationship, given that the ORION AGREEMENT was set to expire on or about June 30, 2022.

INTERROGATORY NO. 10:

State all facts supporting YOUR claim of $34,200,000 in lost profits attributable to the alleged interference with the HEMSWORTH relationship, including: (a) the annual revenue earned by VANTOR from the Hemsworth supply relationship in each calendar year from 2019 through the date of the alleged breach, stated separately for each year; (b) the gross profit margin and net profit margin achieved by VANTOR from the Hemsworth relationship in each such year; (c) the projected revenue and profit margins for each year of the projected five (5) year damages period, stated separately for each year; (d) all assumptions underlying such projections, including growth rate assumptions, pricing assumptions, and volume assumptions; (e) any costs avoided or savings realized by VANTOR as a result of the termination of the Hemsworth relationship; (f) any efforts undertaken by VANTOR to replace the Hemsworth supply relationship, including the identity of any alternative suppliers contacted or engaged and the terms of any such replacement arrangements; and (g) IDENTIFY all PERSONS and DOCUMENTS relied upon in support of this damages claim.

INTERROGATORY NO. 11:

State all facts supporting YOUR claim of $22,800,000 in lost profits attributable to the alleged interference with the TRIDALE relationship, including: (a) the annual revenue earned by VANTOR from the Tridale supply relationship in each calendar year from 2020 through the date of the alleged breach, stated separately for each year; (b) the gross profit margin and net profit margin achieved by VANTOR from the Tridale relationship in each such year; (c) the projected revenue and profit margins for each year of the projected four (4) year damages period, stated separately for each year; (d) all assumptions underlying such projections, including growth rate assumptions, pricing assumptions, and volume assumptions; (e) any costs avoided or savings realized by VANTOR as a result of the termination of the Tridale relationship; (f) any efforts undertaken by VANTOR to replace the Tridale supply relationship, including the identity of any alternative suppliers contacted or engaged and the terms of any such replacement arrangements; and (g) IDENTIFY all PERSONS and DOCUMENTS relied upon in support of this damages claim.

INTERROGATORY NO. 12:

State all facts supporting YOUR claim of $30,400,000 in lost profits attributable to the alleged interference with the ORION relationship, including: (a) the annual revenue earned by VANTOR from the Orion supply relationship in each calendar year from 2018 through the date of the alleged breach, stated separately for each year; (b) the gross profit margin and net profit margin achieved by VANTOR from the Orion relationship in each such year; (c) the projected revenue and profit margins for each year of the projected six (6) year damages period, stated separately for each year; (d) all assumptions underlying such projections, including growth rate assumptions, pricing assumptions, and volume assumptions; (e) any costs avoided or savings realized by VANTOR as a result of the termination of the Orion relationship; (f) any efforts undertaken by VANTOR to replace the Orion supply relationship, including the identity of any alternative suppliers contacted or engaged and the terms of any such replacement arrangements; and (g) IDENTIFY all PERSONS and DOCUMENTS relied upon in support of this damages claim.

INTERROGATORY NO. 13:

Describe in detail all efforts undertaken by VANTOR to mitigate its alleged damages, including: (a) all efforts to identify and engage alternative suppliers to replace HEMSWORTH, TRIDALE, and ORION, including the dates on which such efforts commenced and the persons responsible for conducting such efforts; (b) the identity of any alternative suppliers contacted, evaluated, engaged, or contracted with by VANTOR, including the full legal name, principal place of business, and product categories covered; (c) the dates on which such mitigation efforts were undertaken; (d) the terms of any agreements entered into with alternative suppliers, including pricing, volume commitments, exclusivity provisions (if any), and term; (e) the revenue and profits, if any, generated from any alternative supplier relationships established as a result of mitigation efforts; and (f) the reasons, if any, why VANTOR was unable to fully mitigate its alleged damages, including any market conditions, competitive constraints, or other factors that limited VANTOR's ability to secure replacement suppliers. IDENTIFY all PERSONS involved in such mitigation efforts and all DOCUMENTS relating thereto, including internal memoranda, board presentations, supplier proposals, term sheets, and executed agreements.

INTERROGATORY NO. 14:

IDENTIFY all other exclusive supply agreements to which VANTOR was a party during the period from January 1, 2018 to the present, other than the EXCLUSIVE SUPPLY AGREEMENTS as defined herein. For each such agreement, state: (a) the identity of the supplier, including its full legal name, type of entity, and principal place of business; (b) the date of execution; (c) the term of the agreement, including commencement and expiration dates; (d) the product categories covered by the agreement; (e) whether such agreement contained a termination-for-convenience clause and, if so, the notice period required thereunder; (f) whether such agreement contained an exclusivity provision and, if so, the scope of such provision; and (g) whether such agreement remains in effect, has been renewed, or has been terminated, and if terminated, the date and manner of termination. IDENTIFY all DOCUMENTS that constitute or relate to each such agreement.

INTERROGATORY NO. 15:

State all facts upon which YOU contend that CASCADE induced, persuaded, or caused HEMSWORTH, TRIDALE, or ORION to breach or terminate the EXCLUSIVE SUPPLY AGREEMENTS, as distinguished from the suppliers' own independent business decisions to enter into agreements with CASCADE. For each alleged act of inducement, state: (a) the identity of the CASCADE person(s) allegedly involved, including each such person's full name, title, and role in the alleged inducement; (b) the identity of the supplier person(s) contacted or influenced by CASCADE, including each such person's full name, title, and employer; (c) the date(s) on which the alleged act of inducement occurred; (d) the nature of the alleged inducement, including whether it involved financial incentives, pricing concessions, threats, misrepresentations, disparagement of VANTOR, or any other form of improper influence; (e) the medium through which such inducement was communicated (e.g., in-person meeting, telephone call, email, written correspondence); and (f) all DOCUMENTS that evidence, support, or relate to such allegations of inducement. Distinguish clearly between facts within VANTOR's direct knowledge and facts that VANTOR has learned from third parties, and identify the source of any third-party information.

INTERROGATORY NO. 16:

State all facts supporting YOUR allegation, set forth in paragraphs 12 and 34 of the Complaint, that CASCADE engaged in a "systematic" campaign to "poach" VANTOR's suppliers, including: (a) all acts, COMMUNICATIONS, or events upon which such allegation is based, described with specificity as to the date, participants, and substance of each such act, COMMUNICATION, or event; (b) the identity of all CASCADE personnel allegedly involved in such systematic conduct; (c) the identity of any VANTOR personnel who have knowledge of such conduct, including the basis for their knowledge; and (d) whether YOUR allegation of systematic conduct extends to suppliers beyond HEMSWORTH, TRIDALE, and ORION and, if so, the identity of such additional suppliers, the dates of CASCADE's alleged contact with such suppliers, and the nature of CASCADE's alleged conduct directed toward such suppliers. IDENTIFY all DOCUMENTS that evidence or support the allegation of systematic conduct.

INTERROGATORY NO. 17:

State all facts supporting YOUR third cause of action for unfair business practices under California Business and Professions Code section 17200 that are independent of and not duplicative of the facts supporting YOUR first and second causes of action for tortious interference with existing contractual relations and tortious interference with prospective economic advantage, respectively. IDENTIFY the specific "unfair," "unlawful," or "fraudulent" business act or practice upon which YOUR section 17200 claim is based, and specify the prong or prongs of section 17200 (i.e., "unfair," "unlawful," or "fraudulent") under which YOUR claim is asserted. State whether YOUR section 17200 claim is predicated entirely on the same alleged conduct underlying the tortious interference claims, or whether it is based on additional or different conduct, and if the latter, describe such additional or different conduct with specificity. IDENTIFY all PERSONS and DOCUMENTS that support YOUR section 17200 claim.

INTERROGATORY NO. 18:

With respect to YOUR second cause of action for tortious interference with prospective economic advantage, IDENTIFY the specific independently wrongful conduct—that is, conduct that is wrongful apart from the interference itself—upon which this claim is based. State all facts and IDENTIFY all DOCUMENTS that support YOUR contention that CASCADE engaged in independently wrongful conduct. Specify whether such independently wrongful conduct constitutes a violation of a statute, regulation, or recognized legal duty, and if so, identify the specific statute, regulation, or legal duty at issue. If YOUR contention of independently wrongful conduct is based on conduct that is independently tortious (e.g., fraud, misrepresentation, defamation, or restraint of trade), state the elements of such independent tort and the facts upon which each element is satisfied. Distinguish between the independently wrongful conduct alleged and the interference itself.

INTERROGATORY NO. 19:

IDENTIFY each COMMUNICATION between VANTOR, on the one hand, and HEMSWORTH, TRIDALE, or ORION, on the other hand, from January 1, 2020 to the present, in which CASCADE was discussed, referenced, or mentioned. For each such COMMUNICATION, state: (a) the date of the COMMUNICATION; (b) the identity of all participants in the COMMUNICATION, including each participant's full name, title, and employer; (c) the medium of the COMMUNICATION (e.g., email, telephone, in-person meeting, video conference, text message, letter); and (d) the substance of the COMMUNICATION, including the specific references to CASCADE and the context in which CASCADE was discussed. IDENTIFY all DOCUMENTS that memorialize, record, or relate to each such COMMUNICATION.

INTERROGATORY NO. 20:

State VANTOR's total annual revenue, net income, and gross profit margin for each fiscal year from 2018 through 2022. For each such fiscal year, state the portion of VANTOR's total annual revenue attributable to each of the following categories: (a) the HEMSWORTH supply relationship; (b) the TRIDALE supply relationship; (c) the ORION supply relationship; and (d) all other supply relationships, in the aggregate. Cascade understands that VANTOR's approximate total annual revenue for fiscal year 2021 was approximately $1,100,000,000; confirm or correct this figure. Provide the foregoing information in sufficient detail to permit an evaluation of the proportionality of the claimed damages of $87,400,000 relative to VANTOR's overall financial performance and the relative significance of the HEMSWORTH, TRIDALE, and ORION relationships to VANTOR's total business. IDENTIFY all DOCUMENTS relied upon in providing this response, including audited financial statements, management reports, and internal revenue analyses.

INTERROGATORY NO. 21:

IDENTIFY each expert witness whom VANTOR has retained, or expects to retain or call at trial, in connection with this action. For each such expert, state: (a) the expert's full name, title, professional affiliation, and business address; (b) the subject matter on which the expert is expected to provide testimony or opinions; (c) the substance of the facts and opinions to which the expert is expected to testify, described with reasonable specificity; (d) the basis and reasons for each such opinion, including the data, methodologies, and assumptions relied upon; (e) the expert's compensation, including hourly rate and total amount paid or committed to date; and (f) all DOCUMENTS provided to, reviewed by, or relied upon by the expert in forming his or her opinions. Without limiting the generality of the foregoing, this interrogatory specifically inquires regarding Dr. Harold Pryce of Meridian Forensic Economics LLC, located at 2049 Century Park East, Suite 1200, Los Angeles, California 90067, whom Cascade understands has been retained by VANTOR in connection with damages analysis in this action.

INTERROGATORY NO. 22:

State whether VANTOR has been involved in any disputes, claims, litigation, arbitration, mediation, or other formal or informal dispute resolution proceedings with HEMSWORTH, TRIDALE, ORION, or any other supplier during the period from January 1, 2016 to the present, relating to the performance, breach, termination, non-renewal, or any other aspect of any supply agreement. For each such dispute, state: (a) the identity of the supplier involved; (b) the date(s) of the dispute, including the date on which the dispute arose and the date on which it was resolved (if applicable); (c) the nature of the dispute, including the specific issues in controversy and the claims asserted by each party; (d) the resolution of the dispute, if any, including whether the dispute was resolved by settlement, judgment, arbitration award, or otherwise, and the terms of any resolution; and (e) IDENTIFY all DOCUMENTS relating to each such dispute, including pleadings, correspondence, settlement agreements, and releases.

INTERROGATORY NO. 23:

IDENTIFY all ownership interests held by Richard "Rick" Ellsworth, Founder and Chief Executive Officer of VANTOR, in VANTOR, including the percentage of equity ownership (whether held directly or indirectly through trusts, holding companies, or other entities), the class or type of equity interests held, and any voting or economic rights associated therewith. State whether any portion of the claimed damages of $87,400,000 would inure, directly or indirectly, to the personal benefit of Mr. Ellsworth, and if so, the amount or proportion thereof. IDENTIFY all DOCUMENTS that evidence or relate to Mr. Ellsworth's ownership interests in VANTOR.

INTERROGATORY NO. 24:

State whether VANTOR maintains or has maintained, at any time from January 1, 2020 to the present, any insurance policy or policies that may provide coverage for any of the losses alleged in this action, including but not limited to commercial general liability insurance, errors and omissions insurance, directors and officers insurance, business interruption insurance, or any other form of coverage applicable to claims of tortious interference, unfair business practices, or lost profits. For each such policy, IDENTIFY: (a) the insurer, including its full legal name and principal place of business; (b) the policy number; (c) the policy period, including inception and expiration dates; (d) the applicable policy limits, including per-occurrence and aggregate limits; (e) whether a claim has been submitted under such policy in connection with the matters at issue in this action, and if so, the date of submission; and (f) whether coverage has been accepted, denied, or remains pending, and if denied, the basis for denial. IDENTIFY all DOCUMENTS relating to any such insurance coverage, including the policy itself, the claim submission, and any coverage determination correspondence.

INTERROGATORY NO. 25:

State each and every fact, and IDENTIFY each and every DOCUMENT and PERSON, upon which YOU rely to support each cause of action alleged in YOUR Complaint, to the extent not fully set forth in YOUR responses to the foregoing Interrogatories Nos. 1 through 24. This interrogatory is intended as a comprehensive contention interrogatory and seeks all factual support for each of VANTOR's three causes of action: (1) tortious interference with existing contractual relations; (2) tortious interference with prospective economic advantage; and (3) unfair business practices under California Business and Professions Code section 17200. For each cause of action, identify all elements thereof, the facts supporting each element, the DOCUMENTS evidencing such facts, and the PERSONS with knowledge of such facts.

VERIFICATION

I, the undersigned, am an officer of Vantor Holdings Corp. duly authorized to verify discovery responses on behalf of Vantor Holdings Corp. in this action. I have read the foregoing responses to Defendant Cascade Retail Holdings Inc.'s First Set of Interrogatories and know the contents thereof. The matters stated therein are true of my own knowledge, except as to those matters which are stated upon information and belief, and as to those matters I believe them to be true.

I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct.

Executed on ____, 2022, at ____, California.

VANTOR HOLDINGS CORP.

By: ________

Name: ________

Title: ________

Date: ________

PROOF OF SERVICE

I, the undersigned, declare as follows:

I am employed in the County of Los Angeles, State of California. I am over the age of eighteen (18) years and not a party to the within action. My business address is Calderwood & Harkness LLP, 600 South Grand Avenue, Suite 3200, Los Angeles, California 90071.

On March 15, 2022, I served the foregoing document described as DEFENDANT CASCADE RETAIL HOLDINGS INC.'S FIRST SET OF INTERROGATORIES TO PLAINTIFF VANTOR HOLDINGS CORP. on the interested parties in this action by placing a true copy thereof enclosed in a sealed envelope addressed as follows:

Martin Kessler, Esq. Natalie Whitfield, Esq. Kessler, Brandt & Whitfield LLP 1999 Avenue of the Stars, Suite 2800 Los Angeles, California 90067 Attorneys for Plaintiff Vantor Holdings Corp.

BY MAIL: I deposited such envelope in the mail at Los Angeles, California. The envelope was mailed with postage thereon fully prepaid. I am readily familiar with the firm's practice of collection and processing correspondence for mailing. Under that practice, it would be deposited with the U.S. Postal Service on that same day with postage thereon fully prepaid in the ordinary course of business.

BY ELECTRONIC SERVICE: I caused said document to be served via electronic transmission to the email addresses of record for the above-named counsel, in accordance with California Code of Civil Procedure section 1010.6 and California Rules of Court, rule 2.251.

I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct.

Executed on March 15, 2022, at Los Angeles, California.

By: ________

Name: ________

Title: Legal Secretary / Paralegal

Respectfully submitted,

CALDERWOOD & HARKNESS LLP

By: ________

Douglas Carmichael, Partner

600 South Grand Avenue, Suite 3200 Los Angeles, California 90071 Telephone: (213) 555-9400 Facsimile: (213) 555-9401

Attorneys for Defendant Cascade Retail Holdings Inc.

Matter No. 1038-00007

VANTOR HOLDINGS CORP., a California corporation,	Case No. 21STCV-34872
Plaintiff,	DEFENDANT CASCADE RETAIL HOLDINGS INC.'S FIRST SET OF INTERROGATORIES TO PLAINTIFF VANTOR HOLDINGS CORP.

CASCADE RETAIL HOLDINGS INC., a Delaware corporation,

Defendant.

Propounding Party:	Defendant Cascade Retail Holdings Inc.
Set Number:	One
Responding Party:	Plaintiff Vantor Holdings Corp.
Counsel for Propounding Party:	Calderwood & Harkness LLP

600 South Grand Avenue, Suite 3200

Los Angeles, California 90071

Telephone: (213) 555-9400

Facsimile: (213) 555-9401

Douglas Carmichael	Responsible Partner
Francesca Morano	Billing Partner
Yuki Nakamura	Lead Associate
Carlos Espinoza	Working Associate

SUPERIOR COURT OF THE STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
DEFENDANT CASCADE RETAIL HOLDINGS INC.'S FIRST SET OF INTERROGATORIES TO PLAINTIFF VANTOR HOLDINGS CORP.
PRELIMINARY STATEMENT AND INSTRUCTIONS
A. Statutory Basis
These interrogatories are propounded by Defendant Cascade Retail Holdings Inc. ("Cascade") to Plaintiff Vantor Holdings Corp. ("Vantor") pursuant to California Code of Civil Procedure sections 2030.010 et seq. Vantor is required to respond to each interrogatory separately and fully in writing under oath within thirty (30) days of service of these interrogatories, in accordance with California Code of Civil Procedure section 2030.260.
These interrogatories are continuing in nature. If, after serving responses, Vantor obtains or discovers additional or different information, Vantor is required to supplement its responses promptly pursuant to California Code of Civil Procedure section 2030.310.
B. Definitions.  As used in these interrogatories, the following terms shall have the meanings set forth below:
1.  "VANTOR" or "YOU" or "YOUR" means Plaintiff Vantor Holdings Corp., a California corporation, and includes its present and former officers, directors, employees, agents, representatives, attorneys, predecessors, successors, assigns, subsidiaries, affiliates, and any person or entity acting or purporting to act on behalf of Vantor Holdings Corp.
2.  "CASCADE" or "DEFENDANT" means Defendant Cascade Retail Holdings Inc., a Delaware corporation.
3.  "HEMSWORTH" means Hemsworth Consumer Products LLC, an Oregon limited liability company headquartered at 4720 NW Yeon Avenue, Portland, Oregon 97210.
4.  "TRIDALE" means Tridale Manufacturing Inc., a Nevada corporation headquartered at 6300 South Pecos Road, Suite 210, Las Vegas, Nevada 89120.
5.  "ORION" means Orion Lifestyle Brands Corp., a California corporation headquartered at 1900 Avenue of the Stars, Suite 1050, Los Angeles, California 90067.
6.  "HEMSWORTH AGREEMENT" means the exclusive supply agreement between Vantor and Hemsworth executed on or about March 15, 2019, including all amendments, addenda, exhibits, schedules, and side letters thereto.
7.  "TRIDALE AGREEMENT" means the exclusive supply agreement between Vantor and Tridale executed on or about January 10, 2020, including all amendments, addenda, exhibits, schedules, and side letters thereto.
8.  "ORION AGREEMENT" means the exclusive supply agreement between Vantor and Orion executed on or about July 1, 2018, including all amendments, addenda, exhibits, schedules, and side letters thereto.
9.  "EXCLUSIVE SUPPLY AGREEMENTS" means, collectively, the Hemsworth Agreement, the Tridale Agreement, and the Orion Agreement.
10.  "DOCUMENT" or "DOCUMENTS" shall have the broadest meaning permitted under California Code of Civil Procedure section 2016.020, and includes, without limitation, all writings, electronically stored information ("ESI"), recordings, and tangible things of any kind or description, whether originals, copies, or drafts, and whether printed, handwritten, typed, recorded, filmed, or reproduced by any process, including but not limited to correspondence, memoranda, notes, reports, studies, analyses, spreadsheets, presentations, contracts, invoices, financial statements, budgets, projections, calendars, diaries, logs, emails, text messages, instant messages, voicemails, audio recordings, video recordings, databases, and metadata.
11.  "COMMUNICATION" means any oral, written, or electronic exchange of information between two or more persons, including but not limited to letters, emails, text messages, instant messages, telephone calls, voicemails, video conferences, in-person conversations, memoranda, notes, and any other form of transmission or exchange of information, regardless of the medium used.
12.  "PERSON" means any natural person, corporation, partnership, limited liability company, association, joint venture, governmental entity, or any other legal or business entity.
13.  "RELATE TO" or "RELATING TO" means referring to, regarding, concerning, evidencing, reflecting, constituting, describing, discussing, mentioning, embodying, recording, summarizing, setting forth, or having any logical connection with the subject matter referenced.
14.  "IDENTIFY" when used with respect to a natural person means to state the person's full name, title or position, employer, business address, and telephone number, to the extent known. When used with respect to an entity, "IDENTIFY" means to state the entity's full legal name, type of entity (e.g., corporation, limited liability company, partnership), jurisdiction of organization, and principal place of business. When used with respect to a document, "IDENTIFY" means to state the document's date, author or originator, recipient(s), subject matter, type of document (e.g., letter, email, memorandum), and Bates number if the document has been produced in this litigation.
C. General Instructions
1.  Each interrogatory shall be answered separately and fully in writing under oath, in accordance with California Code of Civil Procedure section 2030.210.
2.  If any interrogatory cannot be answered in full after exercising due diligence to obtain the information necessary to provide a complete response, Vantor shall answer the interrogatory to the extent possible and shall state the reason for Vantor's inability to answer the remainder, specifying what efforts have been made to obtain the necessary information and the identity of any person believed to possess the missing information.
3.  If Vantor objects to any interrogatory or any part thereof, Vantor shall state the objection with specificity, including the legal grounds therefor, and shall answer the interrogatory to the extent that it is not objectionable, in accordance with California Code of Civil Procedure section 2030.240.
4.  The obligation to respond to these interrogatories is continuing in nature. Vantor is required to serve supplemental responses as additional or different information becomes available, in accordance with California Code of Civil Procedure section 2030.310.
5.  Unless otherwise specified, these interrogatories are intended to cover the entire time period relevant to this action, from January 1, 2017 to the present.
6.  No interrogatory herein shall be construed as an admission by Cascade of any fact or the relevance of any subject matter. Cascade expressly reserves all objections, defenses, and privileges.
7.  If Vantor elects to exercise the option under California Code of Civil Procedure section 2030.230 to refer to business records in lieu of answering any interrogatory, Vantor shall specify the particular documents from which the answer may be derived, designate such documents with sufficient specificity to permit Cascade to locate and identify them as readily as Vantor could, and make such documents available for inspection and copying at a reasonable time and place.
INTERROGATORIES
INTERROGATORY NO. 1:
IDENTIFY each PERSON who has knowledge of facts relevant to any claim or defense in this action. For each such PERSON, describe the subject matter of such PERSON's knowledge, including but not limited to the specific claims, defenses, transactions, events, or occurrences about which such PERSON has knowledge. Without limiting the generality of the foregoing, this interrogatory is intended to encompass, but is not limited to, all officers, directors, employees, agents, and representatives of VANTOR, HEMSWORTH, TRIDALE, and ORION who have knowledge of the negotiation, execution, performance, breach, or termination of the EXCLUSIVE SUPPLY AGREEMENTS, as well as any knowledge of CASCADE's alleged conduct giving rise to the claims asserted in this action. This includes, without limitation, any knowledge possessed by Richard "Rick" Ellsworth (Founder & CEO of Vantor), Patricia Sung (COO of Vantor), Thomas Brennecke (VP of Supplier Relations at Vantor), Deborah Marcelino (CFO of Vantor), Janet Kohler (CEO of Hemsworth), Gregory Fontaine (President of Tridale), and Simone Alvarez (CEO of Orion), as well as any other person not specifically named herein who possesses relevant knowledge.
INTERROGATORY NO. 2:
State all facts upon which YOU contend that CASCADE had actual or constructive knowledge of the exclusivity provisions contained in the EXCLUSIVE SUPPLY AGREEMENTS at the time CASCADE entered into supply agreements with HEMSWORTH, TRIDALE, and ORION. For each such fact, IDENTIFY the PERSON(s) with knowledge thereof, the DOCUMENT(s) that evidence or support such fact, and the date(s) on which CASCADE allegedly obtained such knowledge. In responding to this interrogatory, specifically state whether VANTOR contends that CASCADE had actual or constructive knowledge of the exclusivity provisions contained in the EXCLUSIVE SUPPLY AGREEMENTS prior to each of the following events: (a) the execution of the supply agreement between CASCADE and ORION on or about May 10, 2021; (b) the execution of the supply agreement between CASCADE and HEMSWORTH on or about June 1, 2021; and (c) the execution of the supply agreement between CASCADE and TRIDALE on or about August 15, 2021. For each event, state the nature and source of CASCADE's alleged knowledge, distinguishing between actual knowledge and constructive knowledge, and identifying any specific COMMUNICATION, DOCUMENT, or other source through which such knowledge was allegedly conveyed or made available to CASCADE.
INTERROGATORY NO. 3:
IDENTIFY each COMMUNICATION between VANTOR and CASCADE, or between any of VANTOR's officers, directors, employees, agents, or representatives and any of CASCADE's officers, directors, employees, agents, or representatives, in which the existence or terms of the EXCLUSIVE SUPPLY AGREEMENTS were discussed, referenced, disclosed, or otherwise made known. For each such COMMUNICATION, state: (a) the date of the COMMUNICATION; (b) the identity of all participants, including each participant's name, title, and employer; (c) the medium of the COMMUNICATION (e.g., email, telephone, in-person meeting, video conference, letter, text message); and (d) the substance of the COMMUNICATION, including the specific terms of the EXCLUSIVE SUPPLY AGREEMENTS that were discussed or referenced. IDENTIFY all DOCUMENTS that memorialize, record, or relate to each such COMMUNICATION.
INTERROGATORY NO. 4:
State the complete terms of the HEMSWORTH AGREEMENT, including but not limited to: (a) the date of execution, which Cascade believes to be on or about March 15, 2019; (b) the term of the agreement and its expiration date, which Cascade believes to be a three (3) year term expiring on or about March 14, 2022; (c) the minimum annual purchase commitment, which Cascade believes to be approximately $12,500,000; (d) the scope of the exclusivity provisions, including the specific product categories, geographic regions, and distribution channels covered by the exclusivity obligation; (e) any termination provisions, including any termination-for-convenience clause and the notice period required thereunder, which Cascade believes to include a ninety (90) day termination-for-convenience notice period; (f) any renewal or extension provisions, including whether renewal is automatic or requires affirmative action by one or both parties, and the terms upon which renewal may occur; and (g) any liquidated damages or remedies provisions applicable in the event of breach, including provisions governing the measure of damages for early termination or breach of the exclusivity obligation. IDENTIFY all DOCUMENTS that constitute, amend, supplement, or otherwise relate to the HEMSWORTH AGREEMENT.
INTERROGATORY NO. 5:
State the complete terms of the TRIDALE AGREEMENT, including but not limited to: (a) the date of execution, which Cascade believes to be on or about January 10, 2020; (b) the term of the agreement and its expiration date, which Cascade believes to be a two (2) year term expiring on or about January 9, 2022; (c) the minimum annual purchase commitment, which Cascade believes to be approximately $8,300,000; (d) the scope of the exclusivity provisions, including the specific product categories, geographic regions, and distribution channels covered by the exclusivity obligation; (e) any termination provisions, including any termination-for-convenience clause and the notice period required thereunder, which Cascade believes to include a sixty (60) day termination-for-convenience notice period; (f) any renewal or extension provisions, including whether renewal is automatic or requires affirmative action by one or both parties, and the terms upon which renewal may occur; and (g) any liquidated damages or remedies provisions applicable in the event of breach, including provisions governing the measure of damages for early termination or breach of the exclusivity obligation. IDENTIFY all DOCUMENTS that constitute, amend, supplement, or otherwise relate to the TRIDALE AGREEMENT.
INTERROGATORY NO. 6:
State the complete terms of the ORION AGREEMENT, including but not limited to: (a) the date of execution, which Cascade believes to be on or about July 1, 2018; (b) the term of the agreement and its expiration date, which Cascade believes to be a four (4) year term expiring on or about June 30, 2022; (c) the minimum annual purchase commitment, which Cascade believes to be approximately $14,600,000; (d) the scope of the exclusivity provisions, including the specific product categories, geographic regions, and distribution channels covered by the exclusivity obligation; (e) any termination provisions, including any termination-for-convenience clause and the notice period required thereunder, which Cascade believes to include a one hundred twenty (120) day termination-for-convenience notice period; (f) any renewal or extension provisions, including whether renewal is automatic or requires affirmative action by one or both parties, and the terms upon which renewal may occur; and (g) any liquidated damages or remedies provisions applicable in the event of breach, including provisions governing the measure of damages for early termination or breach of the exclusivity obligation. IDENTIFY all DOCUMENTS that constitute, amend, supplement, or otherwise relate to the ORION AGREEMENT.
INTERROGATORY NO. 7:
State whether HEMSWORTH, TRIDALE, or ORION exercised or attempted to exercise any termination-for-convenience right under the EXCLUSIVE SUPPLY AGREEMENTS. For each supplier that exercised or attempted to exercise such a right, state: (a) the date on which the termination notice was sent or delivered; (b) the method by which the termination notice was delivered (e.g., certified mail, email, hand delivery, overnight courier); (c) the identity of the PERSON(s) who sent and received such notice, including each such PERSON's name, title, and employer; (d) whether VANTOR contested the validity of the termination, and if so, the basis for VANTOR's challenge and the outcome of any such dispute; and (e) IDENTIFY all DOCUMENTS relating to any such termination or attempted termination, including the termination notice itself, any correspondence regarding the termination, and any legal opinions or analyses prepared in connection therewith. If any supplier's exercise of a termination-for-convenience right was not valid or effective due to failure to comply with contractual notice or other requirements, describe the specific deficiency relied upon by VANTOR.
INTERROGATORY NO. 8:
Describe in detail the methodology, assumptions, data sources, and calculations used to arrive at YOUR total claimed damages of $87,400,000, as alleged in the Complaint. In your response, provide the separate damages amounts attributed to each of the three supplier relationships, which Cascade understands to be: (a) $34,200,000 attributable to the HEMSWORTH relationship; (b) $22,800,000 attributable to the TRIDALE relationship; and (c) $30,400,000 attributable to the ORION relationship. For each such damages amount, state: (i) the discount rate applied, which Cascade believes to be approximately 8.5%; (ii) the time horizon of the projected revenue streams, which Cascade believes to be five (5) years for the HEMSWORTH relationship, four (4) years for the TRIDALE relationship, and six (6) years for the ORION relationship; (iii) the basis for projecting revenue streams beyond the existing contractual terms of the EXCLUSIVE SUPPLY AGREEMENTS; (iv) the projected annual revenues and profit margins for each year within the applicable damages period; (v) any adjustments for risk, market conditions, competitive factors, or other contingencies; and (vi) any offsets, credits, or deductions applied. IDENTIFY all PERSONS who participated in, contributed to, or reviewed the damages calculations, and IDENTIFY all DOCUMENTS relied upon in making such calculations. IDENTIFY any expert or consultant retained or consulted in connection with YOUR damages analysis, including but not limited to Dr. Harold Pryce of Meridian Forensic Economics LLC.
INTERROGATORY NO. 9:
For each of the three supplier relationships—HEMSWORTH, TRIDALE, and ORION—state in detail the factual basis for YOUR contention that the supplier relationship would have continued beyond the expiration of the EXCLUSIVE SUPPLY AGREEMENTS absent CASCADE's alleged interference. In responding, address each of the following: (a) any written or oral commitments by the supplier to renew or extend its agreement with VANTOR; (b) any course-of-dealing evidence, including the history of any prior renewals, extensions, or renegotiations of the supplier relationship; (c) any negotiations regarding renewal or extension of the EXCLUSIVE SUPPLY AGREEMENTS, including the dates of such negotiations, the participants, the terms discussed, and the outcome; and (d) all DOCUMENTS that support YOUR contentions regarding the expected continuation of each supplier relationship. In particular, explain the factual basis for projecting damages over a five (5) year period for the HEMSWORTH relationship, given that the HEMSWORTH AGREEMENT was set to expire on or about March 14, 2022; a four (4) year period for the TRIDALE relationship, given that the TRIDALE AGREEMENT was set to expire on or about January 9, 2022; and a six (6) year period for the ORION relationship, given that the ORION AGREEMENT was set to expire on or about June 30, 2022.
INTERROGATORY NO. 10:
State all facts supporting YOUR claim of $34,200,000 in lost profits attributable to the alleged interference with the HEMSWORTH relationship, including: (a) the annual revenue earned by VANTOR from the Hemsworth supply relationship in each calendar year from 2019 through the date of the alleged breach, stated separately for each year; (b) the gross profit margin and net profit margin achieved by VANTOR from the Hemsworth relationship in each such year; (c) the projected revenue and profit margins for each year of the projected five (5) year damages period, stated separately for each year; (d) all assumptions underlying such projections, including growth rate assumptions, pricing assumptions, and volume assumptions; (e) any costs avoided or savings realized by VANTOR as a result of the termination of the Hemsworth relationship; (f) any efforts undertaken by VANTOR to replace the Hemsworth supply relationship, including the identity of any alternative suppliers contacted or engaged and the terms of any such replacement arrangements; and (g) IDENTIFY all PERSONS and DOCUMENTS relied upon in support of this damages claim.
INTERROGATORY NO. 11:
State all facts supporting YOUR claim of $22,800,000 in lost profits attributable to the alleged interference with the TRIDALE relationship, including: (a) the annual revenue earned by VANTOR from the Tridale supply relationship in each calendar year from 2020 through the date of the alleged breach, stated separately for each year; (b) the gross profit margin and net profit margin achieved by VANTOR from the Tridale relationship in each such year; (c) the projected revenue and profit margins for each year of the projected four (4) year damages period, stated separately for each year; (d) all assumptions underlying such projections, including growth rate assumptions, pricing assumptions, and volume assumptions; (e) any costs avoided or savings realized by VANTOR as a result of the termination of the Tridale relationship; (f) any efforts undertaken by VANTOR to replace the Tridale supply relationship, including the identity of any alternative suppliers contacted or engaged and the terms of any such replacement arrangements; and (g) IDENTIFY all PERSONS and DOCUMENTS relied upon in support of this damages claim.
INTERROGATORY NO. 12:
State all facts supporting YOUR claim of $30,400,000 in lost profits attributable to the alleged interference with the ORION relationship, including: (a) the annual revenue earned by VANTOR from the Orion supply relationship in each calendar year from 2018 through the date of the alleged breach, stated separately for each year; (b) the gross profit margin and net profit margin achieved by VANTOR from the Orion relationship in each such year; (c) the projected revenue and profit margins for each year of the projected six (6) year damages period, stated separately for each year; (d) all assumptions underlying such projections, including growth rate assumptions, pricing assumptions, and volume assumptions; (e) any costs avoided or savings realized by VANTOR as a result of the termination of the Orion relationship; (f) any efforts undertaken by VANTOR to replace the Orion supply relationship, including the identity of any alternative suppliers contacted or engaged and the terms of any such replacement arrangements; and (g) IDENTIFY all PERSONS and DOCUMENTS relied upon in support of this damages claim.
INTERROGATORY NO. 13:
Describe in detail all efforts undertaken by VANTOR to mitigate its alleged damages, including: (a) all efforts to identify and engage alternative suppliers to replace HEMSWORTH, TRIDALE, and ORION, including the dates on which such efforts commenced and the persons responsible for conducting such efforts; (b) the identity of any alternative suppliers contacted, evaluated, engaged, or contracted with by VANTOR, including the full legal name, principal place of business, and product categories covered; (c) the dates on which such mitigation efforts were undertaken; (d) the terms of any agreements entered into with alternative suppliers, including pricing, volume commitments, exclusivity provisions (if any), and term; (e) the revenue and profits, if any, generated from any alternative supplier relationships established as a result of mitigation efforts; and (f) the reasons, if any, why VANTOR was unable to fully mitigate its alleged damages, including any market conditions, competitive constraints, or other factors that limited VANTOR's ability to secure replacement suppliers. IDENTIFY all PERSONS involved in such mitigation efforts and all DOCUMENTS relating thereto, including internal memoranda, board presentations, supplier proposals, term sheets, and executed agreements.
INTERROGATORY NO. 14:
IDENTIFY all other exclusive supply agreements to which VANTOR was a party during the period from January 1, 2018 to the present, other than the EXCLUSIVE SUPPLY AGREEMENTS as defined herein. For each such agreement, state: (a) the identity of the supplier, including its full legal name, type of entity, and principal place of business; (b) the date of execution; (c) the term of the agreement, including commencement and expiration dates; (d) the product categories covered by the agreement; (e) whether such agreement contained a termination-for-convenience clause and, if so, the notice period required thereunder; (f) whether such agreement contained an exclusivity provision and, if so, the scope of such provision; and (g) whether such agreement remains in effect, has been renewed, or has been terminated, and if terminated, the date and manner of termination. IDENTIFY all DOCUMENTS that constitute or relate to each such agreement.
INTERROGATORY NO. 15:
State all facts upon which YOU contend that CASCADE induced, persuaded, or caused HEMSWORTH, TRIDALE, or ORION to breach or terminate the EXCLUSIVE SUPPLY AGREEMENTS, as distinguished from the suppliers' own independent business decisions to enter into agreements with CASCADE. For each alleged act of inducement, state: (a) the identity of the CASCADE person(s) allegedly involved, including each such person's full name, title, and role in the alleged inducement; (b) the identity of the supplier person(s) contacted or influenced by CASCADE, including each such person's full name, title, and employer; (c) the date(s) on which the alleged act of inducement occurred; (d) the nature of the alleged inducement, including whether it involved financial incentives, pricing concessions, threats, misrepresentations, disparagement of VANTOR, or any other form of improper influence; (e) the medium through which such inducement was communicated (e.g., in-person meeting, telephone call, email, written correspondence); and (f) all DOCUMENTS that evidence, support, or relate to such allegations of inducement. Distinguish clearly between facts within VANTOR's direct knowledge and facts that VANTOR has learned from third parties, and identify the source of any third-party information.
INTERROGATORY NO. 16:
State all facts supporting YOUR allegation, set forth in paragraphs 12 and 34 of the Complaint, that CASCADE engaged in a "systematic" campaign to "poach" VANTOR's suppliers, including: (a) all acts, COMMUNICATIONS, or events upon which such allegation is based, described with specificity as to the date, participants, and substance of each such act, COMMUNICATION, or event; (b) the identity of all CASCADE personnel allegedly involved in such systematic conduct; (c) the identity of any VANTOR personnel who have knowledge of such conduct, including the basis for their knowledge; and (d) whether YOUR allegation of systematic conduct extends to suppliers beyond HEMSWORTH, TRIDALE, and ORION and, if so, the identity of such additional suppliers, the dates of CASCADE's alleged contact with such suppliers, and the nature of CASCADE's alleged conduct directed toward such suppliers. IDENTIFY all DOCUMENTS that evidence or support the allegation of systematic conduct.
INTERROGATORY NO. 17:
State all facts supporting YOUR third cause of action for unfair business practices under California Business and Professions Code section 17200 that are independent of and not duplicative of the facts supporting YOUR first and second causes of action for tortious interference with existing contractual relations and tortious interference with prospective economic advantage, respectively. IDENTIFY the specific "unfair," "unlawful," or "fraudulent" business act or practice upon which YOUR section 17200 claim is based, and specify the prong or prongs of section 17200 (i.e., "unfair," "unlawful," or "fraudulent") under which YOUR claim is asserted. State whether YOUR section 17200 claim is predicated entirely on the same alleged conduct underlying the tortious interference claims, or whether it is based on additional or different conduct, and if the latter, describe such additional or different conduct with specificity. IDENTIFY all PERSONS and DOCUMENTS that support YOUR section 17200 claim.
INTERROGATORY NO. 18:
With respect to YOUR second cause of action for tortious interference with prospective economic advantage, IDENTIFY the specific independently wrongful conduct—that is, conduct that is wrongful apart from the interference itself—upon which this claim is based. State all facts and IDENTIFY all DOCUMENTS that support YOUR contention that CASCADE engaged in independently wrongful conduct. Specify whether such independently wrongful conduct constitutes a violation of a statute, regulation, or recognized legal duty, and if so, identify the specific statute, regulation, or legal duty at issue. If YOUR contention of independently wrongful conduct is based on conduct that is independently tortious (e.g., fraud, misrepresentation, defamation, or restraint of trade), state the elements of such independent tort and the facts upon which each element is satisfied. Distinguish between the independently wrongful conduct alleged and the interference itself.
INTERROGATORY NO. 19:
IDENTIFY each COMMUNICATION between VANTOR, on the one hand, and HEMSWORTH, TRIDALE, or ORION, on the other hand, from January 1, 2020 to the present, in which CASCADE was discussed, referenced, or mentioned. For each such COMMUNICATION, state: (a) the date of the COMMUNICATION; (b) the identity of all participants in the COMMUNICATION, including each participant's full name, title, and employer; (c) the medium of the COMMUNICATION (e.g., email, telephone, in-person meeting, video conference, text message, letter); and (d) the substance of the COMMUNICATION, including the specific references to CASCADE and the context in which CASCADE was discussed. IDENTIFY all DOCUMENTS that memorialize, record, or relate to each such COMMUNICATION.
INTERROGATORY NO. 20:
State VANTOR's total annual revenue, net income, and gross profit margin for each fiscal year from 2018 through 2022. For each such fiscal year, state the portion of VANTOR's total annual revenue attributable to each of the following categories: (a) the HEMSWORTH supply relationship; (b) the TRIDALE supply relationship; (c) the ORION supply relationship; and (d) all other supply relationships, in the aggregate. Cascade understands that VANTOR's approximate total annual revenue for fiscal year 2021 was approximately $1,100,000,000; confirm or correct this figure. Provide the foregoing information in sufficient detail to permit an evaluation of the proportionality of the claimed damages of $87,400,000 relative to VANTOR's overall financial performance and the relative significance of the HEMSWORTH, TRIDALE, and ORION relationships to VANTOR's total business. IDENTIFY all DOCUMENTS relied upon in providing this response, including audited financial statements, management reports, and internal revenue analyses.
INTERROGATORY NO. 21:
IDENTIFY each expert witness whom VANTOR has retained, or expects to retain or call at trial, in connection with this action. For each such expert, state: (a) the expert's full name, title, professional affiliation, and business address; (b) the subject matter on which the expert is expected to provide testimony or opinions; (c) the substance of the facts and opinions to which the expert is expected to testify, described with reasonable specificity; (d) the basis and reasons for each such opinion, including the data, methodologies, and assumptions relied upon; (e) the expert's compensation, including hourly rate and total amount paid or committed to date; and (f) all DOCUMENTS provided to, reviewed by, or relied upon by the expert in forming his or her opinions. Without limiting the generality of the foregoing, this interrogatory specifically inquires regarding Dr. Harold Pryce of Meridian Forensic Economics LLC, located at 2049 Century Park East, Suite 1200, Los Angeles, California 90067, whom Cascade understands has been retained by VANTOR in connection with damages analysis in this action.
INTERROGATORY NO. 22:
State whether VANTOR has been involved in any disputes, claims, litigation, arbitration, mediation, or other formal or informal dispute resolution proceedings with HEMSWORTH, TRIDALE, ORION, or any other supplier during the period from January 1, 2016 to the present, relating to the performance, breach, termination, non-renewal, or any other aspect of any supply agreement. For each such dispute, state: (a) the identity of the supplier involved; (b) the date(s) of the dispute, including the date on which the dispute arose and the date on which it was resolved (if applicable); (c) the nature of the dispute, including the specific issues in controversy and the claims asserted by each party; (d) the resolution of the dispute, if any, including whether the dispute was resolved by settlement, judgment, arbitration award, or otherwise, and the terms of any resolution; and (e) IDENTIFY all DOCUMENTS relating to each such dispute, including pleadings, correspondence, settlement agreements, and releases.
INTERROGATORY NO. 23:
IDENTIFY all ownership interests held by Richard "Rick" Ellsworth, Founder and Chief Executive Officer of VANTOR, in VANTOR, including the percentage of equity ownership (whether held directly or indirectly through trusts, holding companies, or other entities), the class or type of equity interests held, and any voting or economic rights associated therewith. State whether any portion of the claimed damages of $87,400,000 would inure, directly or indirectly, to the personal benefit of Mr. Ellsworth, and if so, the amount or proportion thereof. IDENTIFY all DOCUMENTS that evidence or relate to Mr. Ellsworth's ownership interests in VANTOR.
INTERROGATORY NO. 24:
State whether VANTOR maintains or has maintained, at any time from January 1, 2020 to the present, any insurance policy or policies that may provide coverage for any of the losses alleged in this action, including but not limited to commercial general liability insurance, errors and omissions insurance, directors and officers insurance, business interruption insurance, or any other form of coverage applicable to claims of tortious interference, unfair business practices, or lost profits. For each such policy, IDENTIFY: (a) the insurer, including its full legal name and principal place of business; (b) the policy number; (c) the policy period, including inception and expiration dates; (d) the applicable policy limits, including per-occurrence and aggregate limits; (e) whether a claim has been submitted under such policy in connection with the matters at issue in this action, and if so, the date of submission; and (f) whether coverage has been accepted, denied, or remains pending, and if denied, the basis for denial. IDENTIFY all DOCUMENTS relating to any such insurance coverage, including the policy itself, the claim submission, and any coverage determination correspondence.
INTERROGATORY NO. 25:
State each and every fact, and IDENTIFY each and every DOCUMENT and PERSON, upon which YOU rely to support each cause of action alleged in YOUR Complaint, to the extent not fully set forth in YOUR responses to the foregoing Interrogatories Nos. 1 through 24. This interrogatory is intended as a comprehensive contention interrogatory and seeks all factual support for each of VANTOR's three causes of action: (1) tortious interference with existing contractual relations; (2) tortious interference with prospective economic advantage; and (3) unfair business practices under California Business and Professions Code section 17200. For each cause of action, identify all elements thereof, the facts supporting each element, the DOCUMENTS evidencing such facts, and the PERSONS with knowledge of such facts.
VERIFICATION
I, the undersigned, am an officer of Vantor Holdings Corp. duly authorized to verify discovery responses on behalf of Vantor Holdings Corp. in this action. I have read the foregoing responses to Defendant Cascade Retail Holdings Inc.'s First Set of Interrogatories and know the contents thereof. The matters stated therein are true of my own knowledge, except as to those matters which are stated upon information and belief, and as to those matters I believe them to be true.
I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct.
Executed on ____, 2022, at ____, California.
VANTOR HOLDINGS CORP.
By: ________
Name: ________
Title: ________
Date: ________
PROOF OF SERVICE
PROOF OF SERVICE
I, the undersigned, declare as follows:
I am employed in the County of Los Angeles, State of California. I am over the age of eighteen (18) years and not a party to the within action. My business address is Calderwood & Harkness LLP, 600 South Grand Avenue, Suite 3200, Los Angeles, California 90071.
On March 15, 2022, I served the foregoing document described as DEFENDANT CASCADE RETAIL HOLDINGS INC.'S FIRST SET OF INTERROGATORIES TO PLAINTIFF VANTOR HOLDINGS CORP. on the interested parties in this action by placing a true copy thereof enclosed in a sealed envelope addressed as follows:
Martin Kessler, Esq. Natalie Whitfield, Esq. Kessler, Brandt & Whitfield LLP 1999 Avenue of the Stars, Suite 2800 Los Angeles, California 90067 Attorneys for Plaintiff Vantor Holdings Corp.
BY MAIL: I deposited such envelope in the mail at Los Angeles, California. The envelope was mailed with postage thereon fully prepaid. I am readily familiar with the firm's practice of collection and processing correspondence for mailing. Under that practice, it would be deposited with the U.S. Postal Service on that same day with postage thereon fully prepaid in the ordinary course of business.
BY ELECTRONIC SERVICE: I caused said document to be served via electronic transmission to the email addresses of record for the above-named counsel, in accordance with California Code of Civil Procedure section 1010.6 and California Rules of Court, rule 2.251.
I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct.
Executed on March 15, 2022, at Los Angeles, California.
By: ________
Name: ________
Title: Legal Secretary / Paralegal
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
CALDERWOOD & HARKNESS LLP
By: ________
Douglas Carmichael, Partner
600 South Grand Avenue, Suite 3200 Los Angeles, California 90071 Telephone: (213) 555-9400 Facsimile: (213) 555-9401
Attorneys for Defendant Cascade Retail Holdings Inc.
Matter No. 1038-00007
VANTOR HOLDINGS CORP., a California corporation, | Case No. 21STCV-34872
Plaintiff, | DEFENDANT CASCADE RETAIL HOLDINGS INC.'S FIRST SET OF INTERROGATORIES TO PLAINTIFF VANTOR HOLDINGS CORP.
v.
CASCADE RETAIL HOLDINGS INC., a Delaware corporation, | Date: March 15, 2022
Defendant.
Propounding Party: | Defendant Cascade Retail Holdings Inc.
Set Number: | One
Responding Party: | Plaintiff Vantor Holdings Corp.
Counsel for Propounding Party: | Calderwood & Harkness LLP
600 South Grand Avenue, Suite 3200
Los Angeles, California 90071
Telephone: (213) 555-9400
Facsimile: (213) 555-9401
Douglas Carmichael | Responsible Partner
Francesca Morano | Billing Partner
Yuki Nakamura | Lead Associate
Carlos Espinoza | Working Associate

SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

PRELIMINARY STATEMENT AND INSTRUCTIONS

INTERROGATORIES

INTERROGATORY NO. 1:

INTERROGATORY NO. 2:

INTERROGATORY NO. 3:

INTERROGATORY NO. 4:

INTERROGATORY NO. 5:

INTERROGATORY NO. 6:

INTERROGATORY NO. 7:

INTERROGATORY NO. 8:

INTERROGATORY NO. 9:

INTERROGATORY NO. 10:

INTERROGATORY NO. 11:

INTERROGATORY NO. 12:

INTERROGATORY NO. 13:

INTERROGATORY NO. 14:

INTERROGATORY NO. 15:

INTERROGATORY NO. 16:

INTERROGATORY NO. 17:

INTERROGATORY NO. 18:

INTERROGATORY NO. 19:

INTERROGATORY NO. 20:

INTERROGATORY NO. 21:

INTERROGATORY NO. 22:

INTERROGATORY NO. 23:

INTERROGATORY NO. 24:

INTERROGATORY NO. 25:

VERIFICATION

VANTOR HOLDINGS CORP.

PROOF OF SERVICE

PROOF OF SERVICE

CALDERWOOD & HARKNESS LLP

CALDERWOOD & HARKNESS LLP

Record

Parties

Dates

Amounts