SUPERIOR COURT OF THE STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
ATTORNEYS OF RECORD
For Defendant Cascade Retail Holdings Inc.:
Douglas Carmichael, Partner (SBN 187432) Francesca Morano, Partner (SBN 224891) Yuki Nakamura, Senior Associate (SBN 298104) Carlos Espinoza, Associate (SBN 312567) CALDERWOOD & HARKNESS LLP 600 South Grand Avenue, Suite 3200 Los Angeles, CA 90071 Telephone: (213) 555-7200 Facsimile: (213) 555-7201
For Plaintiff Vantor Holdings Corp. (Service Upon):
Martin Kessler, Senior Partner (SBN 142078) Natalie Whitfield, Partner (SBN 205639) Jason Okafor, Senior Associate (SBN 285410) KESSLER, BRANDT & WHITFIELD LLP 1999 Avenue of the Stars, Suite 2800 Los Angeles, CA 90067 Telephone: (310) 555-4400 Facsimile: (310) 555-4401
DEFENDANT CASCADE RETAIL HOLDINGS INC.'S FIRST SET OF REQUESTS FOR PRODUCTION OF DOCUMENTS TO PLAINTIFF VANTOR HOLDINGS CORP.
[Set One]
I. PRELIMINARY STATEMENT
Defendant Cascade Retail Holdings Inc. ("Cascade" or "CRH") hereby propounds its First Set of Requests for Production of Documents, Set One, to Plaintiff Vantor Holdings Corp. ("Vantor" or "VHC") pursuant to California Code of Civil Procedure Sections 2031.010 through 2031.060. These Requests are served in connection with the Complaint filed by Vantor on September 7, 2021, in which Vantor alleges three causes of action against Cascade: (1) tortious interference with contractual relations; (2) tortious interference with prospective economic advantage; and (3) unfair business practices in violation of California Business and Professions Code Section 17200 et seq.
Vantor's Complaint centers on allegations that Cascade wrongfully induced three of Vantor's exclusive suppliers — Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., and Orion Lifestyle Brands Corp. — to breach or terminate their exclusive supply agreements with Vantor and to enter into supply relationships with Cascade. Vantor claims total damages in the amount of Eighty-Seven Million Four Hundred Thousand Dollars ($87,400,000), purportedly representing lost profits from each of the three supplier relationships.
These Requests for Production are propounded following the Court's Scheduling Order entered on January 14, 2022, by the Honorable Margaret A. Takahashi, following the initial case management conference held on November 5, 2021. The Scheduling Order sets forth the discovery plan and deadlines governing fact discovery in this matter.
Pursuant to California Code of Civil Procedure Section 2031.030, Vantor is required to serve its responses to these Requests within thirty (30) days of service. Cascade respectfully requests that Vantor provide full and complete responses, including the production of all responsive documents, within the time prescribed by the Code.
Cascade reserves the right to propound additional requests for production of documents, interrogatories, requests for admission, and to take depositions as discovery progresses in this matter.
II. DEFINITIONS
As used in these Requests for Production, the following terms shall have the meanings set forth below. These definitions are intended to be read in conjunction with the Instructions set forth in Section III, and all terms shall be construed broadly to effectuate the fullest permissible scope of discovery under the California Code of Civil Procedure.
1. "Vantor," "You," or "Your" shall mean Vantor Holdings Corp., a California corporation, and shall include its present and former officers, directors, employees, agents, representatives, predecessors, successors, subsidiaries, affiliates, divisions, and any other person or entity acting or purporting to act on Vantor's behalf. This definition specifically includes, but is not limited to, the following individuals: Richard "Rick" Ellsworth (Founder and Chief Executive Officer), Patricia Sung (Chief Operating Officer), Thomas Brennecke (Vice President of Supplier Relations), and Deborah Marcelino (Chief Financial Officer).
2. "Cascade" or "Defendant" shall mean Cascade Retail Holdings Inc., a Delaware corporation headquartered at 2200 Elliott Avenue West, Suite 1400, Seattle, WA 98119, and shall include its present and former officers, directors, employees, agents, representatives, predecessors, successors, subsidiaries, affiliates, and divisions.
3. "Hemsworth" shall mean Hemsworth Consumer Products LLC, a limited liability company organized under the laws of the State of Oregon, headquartered at 4720 NW Yeon Avenue, Portland, OR 97210, and shall include its present and former officers, members, managers, employees, agents, and representatives. This definition specifically includes, without limitation, Janet Kohler (Chief Executive Officer).
4. "Tridale" shall mean Tridale Manufacturing Inc., a corporation organized under the laws of the State of Nevada, headquartered at 6300 South Pecos Road, Suite 210, Las Vegas, NV 89120, and shall include its present and former officers, directors, employees, agents, and representatives. This definition specifically includes, without limitation, Gregory Fontaine (President).
5. "Orion" shall mean Orion Lifestyle Brands Corp., a corporation organized under the laws of the State of California, headquartered at 1900 Avenue of the Stars, Suite 1050, Los Angeles, CA 90067, and shall include its present and former officers, directors, employees, agents, and representatives. This definition specifically includes, without limitation, Simone Alvarez (Chief Executive Officer).
6. "Supplier(s)" or "Subject Suppliers" shall mean, collectively, Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., and Orion Lifestyle Brands Corp., as defined above in Definitions 3, 4, and 5.
7. "Hemsworth Agreement" shall mean the exclusive supply agreement entered into between Vantor and Hemsworth Consumer Products LLC, executed on or about March 15, 2019, with a three (3)-year term expiring on or about March 14, 2022, including all exhibits, schedules, appendices, amendments, addenda, riders, side letters, modifications, extensions, or supplements thereto, whether written or oral.
8. "Tridale Agreement" shall mean the exclusive supply agreement entered into between Vantor and Tridale Manufacturing Inc., executed on or about January 10, 2020, with a two (2)-year term expiring on or about January 9, 2022, including all exhibits, schedules, appendices, amendments, addenda, riders, side letters, modifications, extensions, or supplements thereto, whether written or oral.
9. "Orion Agreement" shall mean the exclusive supply agreement entered into between Vantor and Orion Lifestyle Brands Corp., executed on or about July 1, 2018, with a four (4)-year term expiring on or about June 30, 2022, including all exhibits, schedules, appendices, amendments, addenda, riders, side letters, modifications, extensions, or supplements thereto, whether written or oral.
10. "Exclusive Supply Agreements" shall mean, collectively, the Hemsworth Agreement, the Tridale Agreement, and the Orion Agreement, as defined above in Definitions 7, 8, and 9.
11. "Document" or "Documents" shall be defined as broadly as permitted under California Code of Civil Procedure Section 2031.010(a) and shall include, without limitation, all writings, electronically stored information ("ESI"), drawings, graphs, charts, photographs, audio recordings, video recordings, and other data compilations from which information can be obtained or translated, whether in hard copy or electronic form, including but not limited to: correspondence, letters, emails, text messages (including SMS and MMS), instant messages (including messages transmitted via Meridian Solutions, Northgate Data Systems, Meridian Services Inc., Signal, or any similar platform), voicemails (whether stored digitally or transcribed), memoranda, notes, meeting minutes, agendas, reports, analyses, summaries, presentations (including Northgate Services Inc., Tidewater Data Systems, or similar formats), spreadsheets (including Excel or Stonefield Services Inc. files), financial statements, invoices, purchase orders, receipts, contracts, agreements, term sheets, letters of intent, calendars, appointment books, diaries, journals, ledgers, databases, metadata, and any drafts, copies, or versions of any of the foregoing.
12. "Communication" or "Communications" shall mean any oral, written, or electronic transmission or exchange of information between two or more persons, including but not limited to letters, emails, text messages, instant messages, voicemails, telephone calls, video conferences, in-person conversations, memoranda, meeting minutes, notes, reports, facsimile transmissions, social media messages, and any other form of correspondence, dialogue, or exchange of information, regardless of the medium or format in which the communication was made, transmitted, or recorded.
13. "Relating to" or "Concerning" shall mean referring to, describing, evidencing, constituting, reflecting, mentioning, pertaining to, discussing, analyzing, commenting upon, summarizing, supporting, contradicting, responding to, arising from, or in any way logically or factually connected with the subject matter described.
14. "Person" shall mean any natural person, corporation, partnership, limited partnership, limited liability company, limited liability partnership, joint venture, association, trust, estate, governmental entity or agency, or any other legal entity or organization, whether domestic or foreign.
15. "Relevant Period" shall mean the period from January 1, 2018 through the present date of Vantor's production of responsive documents, unless a different time period is expressly specified in a particular Request.
III. INSTRUCTIONS
The following instructions apply to each of the Requests for Production set forth in Section IV below and shall be read in conjunction with the Definitions set forth in Section II.
Instruction 1 — Scope of Production. These Requests seek documents in Vantor's possession, custody, or control. As used herein, "possession, custody, or control" means that the document is in Vantor's physical possession, or that Vantor has a legal right or practical ability to obtain the document from any source, including from Vantor's agents, attorneys (to the extent not privileged), consultants, accountants, auditors, financial advisors, or other representatives. Vantor is obligated to make a diligent search and reasonable inquiry to locate and produce all responsive documents, including documents maintained in electronic form, archived files, backup tapes or servers, personal devices used for business purposes, cloud-based storage systems, and any other location where responsive documents may be found.
Instruction 2 — Form of Production. Documents responsive to these Requests shall be produced either (a) as they are kept in the ordinary course of Vantor's business, or (b) organized and labeled to correspond with the categories of the Requests to which they are responsive. If a document is responsive to more than one Request, it need only be produced once, but Vantor shall identify all Requests to which the document is responsive. Electronically stored information shall be produced in its native format (e.g., .docx, .xlsx, .pptx, .pdf, .msg, .eml) or, if native format production is not feasible, in a reasonably usable form that preserves all metadata associated with the document. Vantor shall not degrade the quality or searchability of any document in the course of production. If images are produced, they shall be produced in single-page TIFF format with corresponding load files containing extracted text and metadata, including but not limited to the fields for custodian, date created, date modified, date sent, author, sender, recipients, CC, BCC, subject line, and file path.
Instruction 3 — Privilege. If any document responsive to these Requests is withheld in whole or in part on the basis of any privilege or protection, including but not limited to the attorney-client privilege, the work product doctrine, or any other applicable privilege, Vantor must provide a privilege log that complies with California Code of Civil Procedure Section 2031.240(b) and that contains sufficient information to permit Cascade and the Court to evaluate the privilege claim. The privilege log shall identify, at a minimum, the following for each withheld document: (a) the date of the document; (b) the author or sender; (c) all recipients, including persons copied or blind-copied; (d) the general subject matter of the document, described with sufficient specificity to assess the privilege claim without revealing the privileged content; (e) the type of document (e.g., email, memorandum, letter); (f) the specific privilege or protection asserted; and (g) the factual basis for the privilege assertion.
Instruction 4 — Continuing Obligation. Vantor has a continuing obligation to supplement its responses and production in compliance with California Code of Civil Procedure Section 2031.050 if additional responsive documents come into its possession, custody, or control after the date of its initial production, or if Vantor discovers that its initial response was incomplete or inaccurate. Any supplemental production shall be made promptly after the additional responsive documents are identified.
Instruction 5 — Identification of Non-Responsive Redactions. If any portion of a responsive document is redacted on grounds other than privilege (e.g., relevance, confidentiality of information unrelated to this litigation, personal privacy), Vantor must identify the basis for each such redaction and provide sufficient information to allow Cascade to assess whether the redaction is proper. Vantor shall not use redactions to obscure information that is responsive to these Requests or that may lead to the discovery of admissible evidence.
IV. REQUESTS FOR PRODUCTION OF DOCUMENTS
REQUEST NO. 1: Exclusive Supply Agreements (Full Executed Copies)
All fully executed copies of the Hemsworth Agreement (executed on or about March 15, 2019), the Tridale Agreement (executed on or about January 10, 2020), and the Orion Agreement (executed on or about July 1, 2018), including all exhibits, schedules, appendices, amendments, addenda, side letters, riders, and modifications thereto, in their entirety. This Request includes all signature pages, counterpart signature pages, and any separate acknowledgments, consents, certificates, or other ancillary documents executed in connection with or incorporated by reference into the Exclusive Supply Agreements. To the extent that any of the Exclusive Supply Agreements reference or incorporate by reference any other agreement, standard, or document, such referenced materials shall also be produced.
REQUEST NO. 2: Drafts, Negotiations, and Term Sheets for Exclusive Supply Agreements
All documents relating to the negotiation, drafting, review, approval, and execution of each of the Exclusive Supply Agreements, including but not limited to: term sheets; letters of intent; memoranda of understanding; preliminary proposals; draft agreements and redline versions thereof (including all iterative drafts reflecting changes made during the negotiation process); comments, markups, or annotations on draft agreements by Vantor personnel or counsel; negotiation notes, summaries, or strategy memoranda prepared by or on behalf of Vantor; and all correspondence and communications between Vantor and each of the Subject Suppliers during the negotiation of the respective agreements.
For purposes of this Request, the negotiation period for each agreement includes all time prior to and up to and including the date of execution:
(a) For the Hemsworth Agreement: all documents from the inception of negotiations through and including March 15, 2019;
(b) For the Tridale Agreement: all documents from the inception of negotiations through and including January 10, 2020;
(c) For the Orion Agreement: all documents from the inception of negotiations through and including July 1, 2018.
This Request also encompasses any internal Vantor analyses, board or management approvals, or due diligence materials prepared in connection with the decision to enter into each of the Exclusive Supply Agreements.
REQUEST NO. 3: Termination Provisions — Correspondence and Exercise
All documents relating to the termination provisions contained in the Exclusive Supply Agreements, including without limitation:
(a) All documents relating to the termination-for-convenience provisions in each of the Exclusive Supply Agreements, specifically including the ninety (90)-day termination-for-convenience notice period contained in the Hemsworth Agreement, the sixty (60)-day termination-for-convenience notice period contained in the Tridale Agreement, and the one hundred twenty (120)-day termination-for-convenience notice period contained in the Orion Agreement;
(b) All notices of termination, whether formal or informal, whether sent or received, by Vantor or by any of the Subject Suppliers, including all notices of termination for convenience, termination for cause, and any notices of intent to terminate or not renew;
(c) All communications between Vantor and any of the Subject Suppliers concerning potential, threatened, contemplated, or actual termination of any of the Exclusive Supply Agreements, including any discussions regarding the consequences of termination, wind-down procedures, transition planning, or post-termination obligations;
(d) All internal Vantor documents discussing, evaluating, or responding to any actual or contemplated termination of any of the Exclusive Supply Agreements, including memoranda, emails, reports, and meeting minutes.
REQUEST NO. 4: Communications Between Vantor and Subject Suppliers Regarding Cascade
All communications between Vantor and Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., or Orion Lifestyle Brands Corp. that reference, mention, discuss, or in any way relate to Cascade Retail Holdings Inc., during the Relevant Period. This Request includes, but is not limited to, communications regarding:
(a) Any approach, contact, solicitation, or outreach by Cascade to any of the Subject Suppliers, whether directly or through intermediaries;
(b) Any supply agreement, distribution agreement, purchase order, or other business arrangement between any of the Subject Suppliers and Cascade, whether proposed, negotiated, or executed;
(c) Any competitive threat posed by Cascade to Vantor's business or to Vantor's relationships with the Subject Suppliers;
(d) Any discussions about the impact of Cascade's business activities, market entry, expansion, or competitive conduct on the Exclusive Supply Agreements, on the Subject Suppliers' performance under those agreements, or on the Subject Suppliers' willingness to continue or renew their exclusive supply relationships with Vantor;
(e) Any statements, representations, or assurances made by or on behalf of the Subject Suppliers to Vantor regarding their relationships or dealings with Cascade.
REQUEST NO. 5: Internal Vantor Communications Regarding Cascade
All internal Vantor communications, including but not limited to emails, memoranda, presentations, slide decks, meeting minutes, meeting agendas, reports, analyses, notes, and instant messages, that reference, mention, discuss, or in any way relate to Cascade Retail Holdings Inc. during the Relevant Period. This Request encompasses communications among or between any Vantor officers, directors, employees, agents, or representatives, including without limitation Rick Ellsworth, Patricia Sung, Thomas Brennecke, Deborah Marcelino, and any other individual at Vantor who participated in, contributed to, or was informed about matters relating to Cascade's activities, competitive conduct, supplier relationships, or the subject matter of this litigation. This Request also includes any internal strategy documents, competitive assessments, market intelligence briefings, or management reports that discuss or analyze Cascade's business activities or competitive positioning.
REQUEST NO. 6: Vantor Communications Regarding Subject Suppliers' Relationships with Other Retailers/Distributors
All documents and communications reflecting Vantor's knowledge, awareness, concern, or analysis of any of the Subject Suppliers' existing or contemplated business relationships with retailers, distributors, purchasers, or resellers other than Vantor, during the Relevant Period. This Request includes, but is not limited to, documents and communications concerning the Subject Suppliers' relationships with Cascade as well as with any other third-party entity. This Request further encompasses:
(a) Any competitive intelligence reports, market analyses, or industry surveys reviewed, obtained, commissioned, or prepared by or on behalf of Vantor that discuss or analyze the Subject Suppliers' customer bases, distribution channels, or sales strategies;
(b) Any internal memoranda, emails, or reports in which Vantor personnel discussed or evaluated the risk that any of the Subject Suppliers was or might be supplying products to entities other than Vantor in contravention of the exclusivity provisions of the Exclusive Supply Agreements;
(c) Any documents reflecting Vantor's monitoring of the Subject Suppliers' compliance with the exclusivity provisions.
REQUEST NO. 7: Damages Calculation Documents
All documents relating to Vantor's calculation, estimation, or quantification of the Eighty-Seven Million Four Hundred Thousand Dollars ($87,400,000) in alleged damages claimed in the Complaint, including without limitation:
(a) All documents relating to the Thirty-Four Million Two Hundred Thousand Dollars ($34,200,000) in claimed lost profits from the Hemsworth relationship, which Vantor has alleged is based on a projected five (5)-year revenue stream discounted at a rate of eight and one-half percent (8.5%);
(b) All documents relating to the Twenty-Two Million Eight Hundred Thousand Dollars ($22,800,000) in claimed lost profits from the Tridale relationship, which Vantor has alleged is based on a projected four (4)-year revenue stream discounted at a rate of eight and one-half percent (8.5%);
(c) All documents relating to the Thirty Million Four Hundred Thousand Dollars ($30,400,000) in claimed lost profits from the Orion relationship, which Vantor has alleged is based on a projected six (6)-year revenue stream discounted at a rate of eight and one-half percent (8.5%);
(d) All financial models, spreadsheets, workbooks, projections, pro forma analyses, revenue forecasts, cost of goods sold estimates, margin analyses, growth rate assumptions, discount rate analyses, present value calculations, and any other supporting documentation used to derive, validate, or support any component of the claimed damages figures;
(e) All documents identifying or explaining the assumptions, inputs, methodologies, and data sources underlying the damages calculations, including but not limited to assumptions regarding future revenue growth rates, cost structures, customer demand, market conditions, and competitive dynamics;
(f) All documents provided to, received from, or exchanged with Meridian Forensic Economics LLC and/or Dr. Harold Pryce in connection with the preparation, review, or revision of any damages analysis, valuation, or expert report relating to this litigation, to the extent such documents are not protected by the work product doctrine or other applicable privilege.
REQUEST NO. 8: Vantor Financial Records — Actual Revenue from Subject Suppliers
All financial records showing Vantor's actual revenue, cost of goods sold, gross margin, contribution margin, and net profit derived from its business relationships with each of the Subject Suppliers — Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., and Orion Lifestyle Brands Corp. — for each fiscal year from January 1, 2018 through the present. This Request includes, but is not limited to:
(a) Purchase orders submitted by Vantor to each of the Subject Suppliers, invoices received from each of the Subject Suppliers, and payment records reflecting amounts paid by Vantor to each of the Subject Suppliers;
(b) Revenue recognition records reflecting the revenue Vantor generated from the resale of products supplied by each of the Subject Suppliers;
(c) Profit and loss statements, contribution margin analyses, or segment-level financial reports specific to the Hemsworth, Tridale, and Orion relationships, whether prepared on an annual, quarterly, or monthly basis;
(d) Annual and quarterly internal financial reports, management reports, or dashboard summaries that reference, track, or report revenue, profitability, or other financial metrics attributable to the Subject Suppliers;
(e) Any other financial records or reports that reflect the financial performance of Vantor's business relationships with the Subject Suppliers, individually or collectively.
REQUEST NO. 9: Vantor Financial Records — Overall Financial Performance
All of Vantor's audited and unaudited financial statements, including but not limited to consolidated and unconsolidated balance sheets, income statements (profit and loss statements), statements of cash flows, and statements of stockholders' equity, for each fiscal year from 2018 through the present. This Request also includes:
(a) Vantor's annual revenue figures for each fiscal year during the Relevant Period, including Vantor's approximately One Billion One Hundred Million Dollars ($1,100,000,000) in reported annual revenue for fiscal year 2021;
(b) Any internal financial projections, budgets, forecasts, or long-range financial plans prepared during the Relevant Period, including any projections that reflect anticipated revenue or profitability from the Subject Suppliers;
(c) Any management discussion and analysis or financial commentary prepared for Vantor's board of directors, executive officers, investors, lenders, or other stakeholders;
(d) Annual reports, investor presentations, or earnings summaries, to the extent they exist and are not publicly available.
REQUEST NO. 10: Minimum Annual Purchase Commitments — Performance Records
All documents evidencing Vantor's actual purchases from each of the Subject Suppliers in relation to the minimum annual purchase commitments specified in the Exclusive Supply Agreements. The minimum annual purchase commitments, as Cascade understands them from the allegations in the Complaint and available documents, are as follows:
(a) Hemsworth Agreement: minimum annual purchase commitment of Twelve Million Five Hundred Thousand Dollars ($12,500,000);
(b) Tridale Agreement: minimum annual purchase commitment of Eight Million Three Hundred Thousand Dollars ($8,300,000);
(c) Orion Agreement: minimum annual purchase commitment of Fourteen Million Six Hundred Thousand Dollars ($14,600,000).
This Request includes purchase order records, delivery receipts, shipping records, payment records, accounts payable ledger entries, and any internal tracking documents, reconciliation reports, or compliance certifications showing whether Vantor met, exceeded, or fell short of the minimum annual purchase commitments in each year of the respective agreements. This Request also includes any correspondence between Vantor and any of the Subject Suppliers regarding compliance or non-compliance with the minimum purchase commitments.
REQUEST NO. 11: Mitigation of Damages
All documents relating to Vantor's efforts, or lack thereof, to mitigate its alleged damages arising from the Subject Suppliers' purported departure from their exclusive supply relationships with Vantor. This Request includes, but is not limited to:
(a) All communications with alternative or replacement suppliers in the home goods, consumer electronics accessories, and personal care product categories — the product categories covered by the Exclusive Supply Agreements — including solicitations, inquiries, proposals, and responses;
(b) Any supply agreements, term sheets, letters of intent, purchase orders, or other contractual arrangements entered into with alternative suppliers as replacements or substitutes for Hemsworth, Tridale, or Orion, whether on a temporary or permanent basis;
(c) All internal analyses, memoranda, evaluations, or reports assessing potential alternative suppliers, including assessments of product quality, pricing, production capacity, delivery timelines, and geographic coverage;
(d) Any cost-benefit analyses, financial models, or comparative studies evaluating the terms offered by alternative suppliers in relation to the terms of the Exclusive Supply Agreements;
(e) All board presentations, management committee reports, executive briefings, or other materials discussing the impact of the Subject Suppliers' departure on Vantor's operations, revenue, or profitability, and the steps taken or considered to replace the Subject Suppliers or otherwise mitigate the impact of their departure;
(f) Any documents reflecting decisions not to pursue available alternative suppliers, and the reasons for such decisions.
REQUEST NO. 12: Vantor's Knowledge of Exclusivity Provisions — Enforcement History
All documents relating to Vantor's enforcement or attempted enforcement of the exclusivity provisions in the Exclusive Supply Agreements during the Relevant Period, including without limitation:
(a) Any prior notices, demands, cease-and-desist letters, or correspondence sent by Vantor to any of the Subject Suppliers alleging breach of, non-compliance with, or potential violation of the exclusivity obligations contained in the Exclusive Supply Agreements;
(b) Any documents reflecting prior instances in which Hemsworth, Tridale, or Orion supplied products to third parties — whether Cascade or any other entity — in alleged violation of their exclusive supply obligations to Vantor, and any actions taken or not taken by Vantor in response;
(c) Any internal assessments, memoranda, or legal analyses evaluating the enforceability, scope, or limitations of the exclusivity provisions, including any analyses of whether the exclusivity provisions would be upheld under applicable law;
(d) Any correspondence or discussions with outside counsel regarding the enforcement of the exclusivity provisions, to the extent not protected by attorney-client privilege. If any such documents are withheld on privilege grounds, they shall be identified on a privilege log in accordance with Instruction 3.
REQUEST NO. 13: Communications Between Vantor and Subject Suppliers Regarding Exclusivity Provisions
All communications between Vantor and each of the Subject Suppliers discussing, interpreting, clarifying, negotiating, or disputing the scope, meaning, application, or enforceability of the exclusivity provisions in the Exclusive Supply Agreements during the Relevant Period. This Request includes, but is not limited to:
(a) Any communications in which any of the Subject Suppliers expressed dissatisfaction with, objection to, or a desire to modify, narrow, or eliminate the exclusivity terms;
(b) Any communications in which Vantor sought to reaffirm, reinforce, or expand the scope of the exclusivity obligations;
(c) Any communications in which the parties discussed the competitive landscape, market conditions, or business developments bearing on the exclusivity provisions;
(d) Any waivers, consents, or agreements by Vantor permitting any of the Subject Suppliers to supply products to third parties notwithstanding the exclusivity provisions.
REQUEST NO. 14: Subject Supplier Performance Issues and Disputes
All documents relating to any performance issues, disputes, complaints, disagreements, defaults, or breaches — whether alleged or actual — between Vantor and any of the Subject Suppliers during the term of the Exclusive Supply Agreements, including but not limited to:
(a) Quality complaints, product deficiency reports, product returns, warranty claims, or customer complaints attributable to products supplied by the Subject Suppliers;
(b) Late delivery notices, supply chain disruption reports, force majeure notices, or communications regarding the Subject Suppliers' failure to meet delivery schedules or volume requirements;
(c) Pricing disputes, demands for price adjustments or renegotiation of pricing terms, and any resulting amendments to the Exclusive Supply Agreements;
(d) Formal dispute notices, demand letters, notices of breach, notices of default, and any mediation, arbitration, or other dispute resolution proceedings between Vantor and any of the Subject Suppliers;
(e) Any documents reflecting a Subject Supplier's expressed intent, desire, or willingness to terminate, not renew, or allow the Exclusive Supply Agreement with Vantor to expire at the end of its term without renewal, and Vantor's response thereto;
(f) Any internal Vantor assessments, reports, or memoranda evaluating the performance of the Subject Suppliers or the health of the supplier relationships.
REQUEST NO. 15: Renewal Negotiations and Prospective Business Expectations
All documents relating to any negotiations, discussions, proposals, or correspondence between Vantor and the Subject Suppliers concerning the renewal, extension, amendment, or replacement of the Exclusive Supply Agreements, including but not limited to:
(a) Draft renewal agreements, proposed amended terms, and any redline versions or counterproposals exchanged between Vantor and the Subject Suppliers;
(b) Term sheets, letters of intent, memoranda of understanding, or other preliminary agreements relating to prospective new or renewed supply relationships;
(c) Internal Vantor analyses, projections, or forecasts of anticipated post-expiration revenue streams from the Subject Suppliers, including any financial models or assumptions regarding the likelihood and terms of renewal;
(d) Communications reflecting the likelihood, uncertainty, or improbability of agreement renewal, including any internal assessments of the risk that one or more of the Subject Suppliers would decline to renew;
(e) Board or management presentations discussing the status of renewal negotiations with the Subject Suppliers and any contingency plans in the event of non-renewal.
This Request is specifically relevant to Vantor's second cause of action for tortious interference with prospective economic advantage, which requires Vantor to demonstrate the existence of an economic relationship with a probability of future economic benefit.
REQUEST NO. 16: Vantor Supplier Relationship Strategy Documents
All strategic plans, business plans, board presentations, management reports, white papers, and internal memoranda relating to Vantor's supplier relationship strategy during the Relevant Period, including but not limited to:
(a) Vantor's supplier diversification plans, supplier consolidation strategies, or any initiatives to broaden or narrow the number of suppliers in particular product categories;
(b) Risk assessments, vulnerability analyses, or business continuity plans regarding Vantor's dependence on particular suppliers, including any assessments of the risks associated with reliance on exclusive supply arrangements;
(c) Market competition analyses, industry reports, or competitive landscape assessments pertaining to the home goods, consumer electronics accessories, and personal care product categories — the categories covered by the Exclusive Supply Agreements;
(d) Any documents discussing Vantor's competitive positioning, market share, or strategic advantages or disadvantages vis-à-vis other retailers, distributors, or marketplaces, including but not limited to Cascade, in connection with supplier relationships or procurement activities.
REQUEST NO. 17: Thomas Brennecke Documents
All documents created, sent, received, reviewed, or maintained by Thomas Brennecke, in his capacity as Vice President of Supplier Relations at Vantor or in any other capacity, that relate to the Subject Suppliers, the Exclusive Supply Agreements, Cascade, or the subject matter of this litigation, during the Relevant Period. This Request includes, but is not limited to:
(a) All email communications sent from, received by, or copied to Thomas Brennecke's Vantor email account(s) and any personal email accounts used for business purposes;
(b) All calendar entries, meeting invitations, and scheduling records relating to meetings or calls with representatives of the Subject Suppliers or concerning matters relevant to this litigation;
(c) All meeting notes, handwritten notes, memoranda, reports, and presentations created or maintained by Thomas Brennecke;
(d) All text messages, instant messages, and communications via any messaging platform (including Meridian Solutions, Northgate Data Systems, Meridian Services Inc., Signal, or similar applications) relating to the Subject Suppliers, Cascade, or this litigation;
(e) All documents reflecting Thomas Brennecke's role in managing the supplier relationships at issue, including any performance reviews, job descriptions, or organizational documents defining his responsibilities.
REQUEST NO. 18: Communications with Third Parties Regarding Cascade's Supplier Practices
All documents and communications between Vantor and any third party (other than Vantor's litigation counsel in this matter) regarding Cascade's supplier outreach, solicitation activities, sourcing practices, procurement strategies, or competitive conduct, during the Relevant Period. This Request includes, but is not limited to:
(a) Communications with industry associations, trade groups, or professional organizations regarding Cascade's market activities or competitive behavior;
(b) Communications with other suppliers (i.e., suppliers other than the Subject Suppliers) regarding Cascade's approach, outreach, or solicitation of those suppliers;
(c) Communications with other retailers, distributors, or competitors regarding Cascade's business practices, supplier relationships, or competitive strategy;
(d) Any formal or informal complaints, reports, or notifications made by Vantor to any government agency, regulatory body, or industry self-regulatory organization regarding Cascade's conduct.
REQUEST NO. 19: Insurance and Litigation Funding Documents
All documents relating to any insurance policy, including but not limited to commercial general liability, directors and officers liability, errors and omissions, or any other policy under which Vantor may be entitled to indemnification, reimbursement, defense costs coverage, or any other benefit in connection with the claims asserted in this litigation, including:
(a) Copies of all applicable insurance policies, including declarations pages, endorsements, and exclusions;
(b) All correspondence between Vantor and its insurer(s) regarding coverage for this litigation;
(c) All coverage opinions, reservation of rights letters, or denial letters issued by any insurer.
Additionally, all documents relating to any litigation funding agreement, arrangement, or understanding involving any third-party litigation funder, investor, or financing entity in connection with this litigation, including:
(a) Any funding agreements, term sheets, or commitment letters;
(b) Any correspondence with third-party funders;
(c) Any documents reflecting the terms on which funding was provided or offered, including any contingency arrangements, repayment obligations, or profit-sharing provisions.
REQUEST NO. 20: Organizational and Corporate Documents
Vantor's articles of incorporation, bylaws, operating agreements, and any amendments thereto in effect during the Relevant Period. This Request also includes:
(a) All organizational charts reflecting the corporate structure, management hierarchy, and reporting lines within Vantor relevant to supplier relationships, procurement functions, and the individuals identified in the Definitions section of these Requests;
(b) All documents identifying the persons with authority to approve, modify, negotiate, execute, or terminate supplier agreements on behalf of Vantor, including any delegation of authority policies, signature authority matrices, or board resolutions granting such authority;
(c) Any documents reflecting changes to Vantor's organizational structure, personnel, or reporting lines during the Relevant Period that affected the management of the Subject Supplier relationships.
REQUEST NO. 21: Cal. Bus. & Prof. Code § 17200 Claim — Supporting Documents
All documents supporting Vantor's third cause of action for unfair business practices under California Business and Professions Code Section 17200 et seq., including but not limited to:
(a) Any documents purporting to evidence Cascade's alleged "unfair," "unlawful," or "fraudulent" business practices, as those terms are used in Section 17200;
(b) Any documents evidencing consumer harm, competitive injury, market distortion, or other public-policy-based harm allegedly caused by Cascade's conduct;
(c) Any legal memoranda, research, or analyses prepared by or on behalf of Vantor in support of its Section 17200 claim, to the extent not protected by the work product doctrine;
(d) Any prior complaints, claims, demands, lawsuits, or regulatory proceedings by or against Vantor alleging unfair business practices under California Business and Professions Code Section 17200 or any similar federal or state unfair competition statute, whether related to the present litigation or not;
(e) Any documents reflecting Vantor's standing to bring a Section 17200 claim, including documents evidencing that Vantor suffered injury in fact and lost money or property as a result of the alleged unfair business practices.
REQUEST NO. 22: Expert Engagement and Communications
All documents relating to Vantor's retention and engagement of Meridian Forensic Economics LLC and/or Dr. Harold Pryce as expert consultants or testifying experts in this litigation, including but not limited to:
(a) Engagement letters, retention agreements, fee agreements, and invoices reflecting the scope of work, hourly rates, fee structure, and amounts billed or paid, to the extent such documents are not protected by the work product doctrine;
(b) All non-privileged communications between Vantor (including its counsel) and Meridian Forensic Economics LLC or Dr. Harold Pryce, including emails, letters, memoranda, and records of telephone calls or meetings;
(c) All data, documents, information, materials, and instructions provided by Vantor to Meridian Forensic Economics LLC or Dr. Harold Pryce for use in preparing any expert analysis, valuation, damages assessment, or report relating to this litigation;
(d) All draft and final expert reports, opinions, analyses, or presentations prepared by Meridian Forensic Economics LLC or Dr. Harold Pryce, to the extent discoverable under applicable law;
(e) All documents reflecting the bases and methodology for any opinions to be offered by Dr. Pryce or any other expert retained by Meridian Forensic Economics LLC in connection with this matter.
REQUEST NO. 23: Board and Executive Communications Regarding This Litigation
All minutes, resolutions, written consents, presentations, reports, briefing materials, and memoranda prepared for, presented to, or circulated among Vantor's board of directors, executive officers, management committee, or any subcommittee thereof, relating to this litigation, the Subject Suppliers' departures, the claimed damages, litigation strategy, settlement discussions, or settlement authority, to the extent such documents are not protected by the attorney-client privilege or the work product doctrine.
If any documents responsive to this Request are withheld on the basis of attorney-client privilege or work product protection, Vantor shall include each such document on a privilege log in accordance with Instruction 3, providing sufficient detail to allow Cascade and the Court to evaluate the claimed privilege, including the identification of all attorneys and non-attorney participants in any communication or meeting for which privilege is asserted.
REQUEST NO. 24: Retention or Departure of Other Suppliers
All documents relating to any supplier — other than the Subject Suppliers — that terminated, did not renew, declined to extend, or otherwise ended its supply or distribution relationship with Vantor during the period from January 1, 2020 through the present, including but not limited to:
(a) All notices of termination, non-renewal, or expiration received from or sent by such suppliers;
(b) All exit communications, transition correspondence, and wind-down planning documents;
(c) All internal analyses, memoranda, reports, or assessments of the reasons for such supplier departures, including any analyses attributing the departures to market conditions, pricing disputes, competitive dynamics, or other factors independent of Cascade's conduct;
(d) Any documents reflecting trends or patterns in Vantor's supplier retention rates during the period from January 1, 2020 through the present.
This Request is directly relevant to assessing whether Vantor's alleged damages are fairly attributable to Cascade's purported tortious interference or are instead attributable, in whole or in part, to independent market factors, Vantor's own business practices, or other causes unrelated to Cascade.
REQUEST NO. 25: Communications with Kessler, Brandt & Whitfield LLP (Pre-Engagement)
To the extent not protected by the attorney-client privilege, all communications between Vantor (including its officers, directors, employees, agents, and representatives) and Kessler, Brandt & Whitfield LLP (or Martin Kessler, Natalie Whitfield, or Jason Okafor individually) that occurred prior to the formal engagement of Kessler, Brandt & Whitfield LLP as litigation counsel in this matter, and that relate to the facts, circumstances, events, or subject matter underlying this litigation.
If any communications responsive to this Request are withheld on the basis of the attorney-client privilege, the work product doctrine, or any other applicable privilege or protection, Vantor shall identify each such communication on a privilege log in accordance with Instruction 3, providing sufficient detail to allow Cascade and the Court to determine whether the privilege was in effect at the time of the communication and whether the communication falls within the scope of the claimed privilege. In particular, Vantor shall identify the date on which the formal attorney-client relationship between Vantor and Kessler, Brandt & Whitfield LLP commenced.
V. VERIFICATION / DECLARATION
DECLARATION OF PROPOUNDING PARTY
I, Douglas Carmichael, am a Partner at Calderwood & Harkness LLP and counsel of record for Defendant Cascade Retail Holdings Inc. in the above-captioned action. I hereby declare, under penalty of perjury under the laws of the State of California, that the foregoing Requests for Production of Documents, Set One, have been propounded in good faith, are reasonably calculated to lead to the discovery of admissible evidence, and are not propounded for purposes of harassment, annoyance, oppression, or undue burden. Each Request is tailored to the claims and defenses at issue in this litigation and seeks documents that are relevant to the subject matter of the pending action.
I further declare that the factual statements made in these Requests, including the descriptions of the parties, the Exclusive Supply Agreements, and the allegations in Vantor's Complaint, are based on my good-faith understanding of the record and the information available to Cascade as of the date of service.
Executed on March 15, 2022, at Los Angeles, California.
CALDERWOOD & HARKNESS LLP
By: ________
Douglas Carmichael, Partner Attorneys for Defendant Cascade Retail Holdings Inc.