1038-00007 · Cascade Retail Holdings · Discovery

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SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

VANTOR HOLDINGS CORP.,

Plaintiff,

CASCADE RETAIL HOLDINGS INC.,

Defendant.

Case No. 21STCV-34872

Assigned for All Purposes to the Honorable Patricia M. Delgado, Department 14

DEFENDANT CASCADE RETAIL HOLDINGS INC.'S RESPONSES TO PLAINTIFF VANTOR HOLDINGS CORP.'S FIRST SET OF INTERROGATORIES (NOS. 1–25)

PRELIMINARY STATEMENT

Defendant Cascade Retail Holdings Inc. ("Cascade" or "Responding Party"), by and through its attorneys of record, Calderwood & Harkness LLP, hereby responds to the First Set of Interrogatories (Nos. 1–25) propounded by Plaintiff Vantor Holdings Corp. ("Vantor" or "Propounding Party"), which were served on Cascade on April 22, 2022, pursuant to California Code of Civil Procedure Section 2030.010 et seq.

These responses are made based upon information reasonably available to Cascade as of the date hereof, after a reasonable and diligent inquiry by Cascade and its counsel. Cascade has made a good faith effort to respond to each interrogatory to the extent it is understood and to the extent information is presently available. Investigation and discovery in this action are ongoing, and Cascade expressly reserves the right to amend, modify, or supplement these responses as additional facts, documents, and information become available, consistent with the provisions of the California Code of Civil Procedure.

These responses are submitted without waiver of, and expressly subject to, any and all objections as to the competency, relevancy, materiality, privilege, proprietary character, or admissibility of any information provided herein for any purpose in this or any other proceeding. No response herein shall be deemed an admission by Cascade as to the relevance, materiality, or admissibility of any information contained in or related to the response. Nothing contained herein is intended to be, nor shall be construed as, a waiver of any objection, right, or defense that may be available to Cascade.

Any inadvertent production or disclosure of information or documents protected by the attorney-client privilege, the attorney work product doctrine, or any other applicable privilege, protection, or immunity shall not constitute, and shall not be deemed to constitute, a waiver of such privilege, protection, or immunity, whether as to the specific information disclosed or as to any other information or documents. Cascade expressly reserves all of its rights under California Evidence Code Section 912 and California Code of Civil Procedure Section 2031.285 with respect to any such inadvertent production or disclosure. Cascade further reserves its rights under the stipulated protective order entered in this action on December 10, 2021 (the "Protective Order").

GENERAL OBJECTIONS

Cascade hereby asserts the following General Objections, which are incorporated by reference into each individual response set forth below, as though fully stated therein. The assertion of a specific objection in response to a particular interrogatory shall not be construed as a waiver of any General Objection, and the assertion of a General Objection shall not be construed as a waiver of any specific objection.

1. Cascade objects to each and every interrogatory to the extent it seeks information or documents protected by the attorney-client privilege, the attorney work product doctrine (whether opinion or fact work product), the joint defense and common interest privilege, or any other applicable privilege, protection, or immunity from discovery recognized under California law or federal law. No response herein shall be construed as a waiver of any such privilege, protection, or immunity.

2. Cascade objects to each and every interrogatory to the extent it is vague, ambiguous, overbroad, unduly burdensome, oppressive, or not reasonably calculated to lead to the discovery of admissible evidence. Cascade further objects to each interrogatory to the extent it seeks information that is not relevant to the subject matter of this action or to the claims and defenses of the parties.

3. Cascade objects to any interrogatory that seeks to impose upon Cascade obligations beyond those required by the California Code of Civil Procedure, Sections 2030.010 et seq., or that is otherwise inconsistent with the scope of permissible discovery under California law.

4. Cascade objects to any interrogatory that is compound, conjunctive, or disjunctive in a manner that effectively constitutes multiple discrete interrogatories in violation of the statutory limit on the number of interrogatories that may be propounded without leave of court, as set forth in California Code of Civil Procedure Section 2030.030.

5. Cascade objects to each and every interrogatory to the extent it calls for a legal conclusion, asks Cascade to interpret or construe documents or agreements, or seeks the mental impressions, conclusions, opinions, or legal theories of Cascade's counsel.

6. Subject to and without waiving these General Objections, and subject to and without waiving any specific objection asserted below, Cascade responds to the individual interrogatories as follows.

INTERROGATORY NO. 1

INTERROGATORY: Identify all persons who participated in the planning, development, or implementation of the initiative known as "Project Atlas," including each person's title, role within the initiative, and the dates of their involvement.

OBJECTIONS: In addition to the General Objections, which are incorporated herein by reference, Cascade objects to this interrogatory as overbroad to the extent that the term "participated" is undefined and could be construed to encompass individuals with minimal, tangential, or incidental involvement in Project Atlas, including administrative personnel, information technology support staff, and other persons who had no substantive role in the planning, development, or implementation of the initiative. Cascade further objects to the extent this interrogatory would require Cascade to identify every individual who may have performed any task, however minor, in connection with Project Atlas across multiple departments and functional areas.

Subject to and without waiving the foregoing objections, Cascade responds as follows:

RESPONSE: Project Atlas was launched in or about February 2021 as a strategic initiative designed to diversify and strengthen Cascade's supplier network across three primary product categories: home goods, consumer electronics accessories, and personal care and wellness products. The initiative was conceived as part of Cascade's broader corporate strategy to reduce supplier concentration risk, improve product quality and pricing competitiveness, and support the expansion of Cascade's multi-channel retail and e-commerce platform.

The following individuals had substantive involvement in the planning, development, or implementation of Project Atlas:

Annika Bergström, Vice President of Strategic Sourcing — Ms. Bergström led the Project Atlas initiative from its inception in February 2021 and remained actively involved through the date of these responses. Her role encompassed identifying and evaluating potential new suppliers across all three targeted product categories; initiating outreach to prospective suppliers; leading supplier negotiations; and coordinating the onboarding of new suppliers into Cascade's procurement and logistics systems. Ms. Bergström served as the primary point of contact for all supplier outreach conducted under Project Atlas and reported directly to Ms. Torvik on all matters related to the initiative.

Lena Torvik, Senior Vice President of Supply Chain & Procurement — Ms. Torvik served as the executive sponsor of Project Atlas from its inception in February 2021. In this capacity, she oversaw the strategic direction of the initiative, approved the scope and objectives of the project, supervised budget allocation, and provided ongoing executive oversight. Ms. Bergström reported to Ms. Torvik on all Project Atlas matters, and Ms. Torvik reviewed and approved all proposed supplier agreements before submission to legal review.

David Pruitt, General Counsel & Corporate Secretary — Mr. Pruitt provided legal review and counsel regarding proposed new supply agreements beginning approximately March 2021. Mr. Pruitt reviewed draft supply agreements for legal sufficiency, negotiated certain legal terms with counterparties' counsel, and ensured compliance with applicable regulatory requirements. To the extent Mr. Pruitt's involvement included the rendering of legal advice, such communications are protected by the attorney-client privilege and are not described herein.

Raj Subramanian, Chief Financial Officer — Mr. Subramanian approved the $4.2 million budget allocation for supplier transition costs associated with Project Atlas. Mr. Subramanian's involvement included reviewing financial projections for the initiative, assessing the expected return on investment of new supplier relationships, and authorizing the release of funds from Cascade's general operating budget.

Margaret Prumvane, Chief Executive Officer & President — Ms. Prumvane approved the launch of Project Atlas following a presentation by Ms. Torvik and Ms. Bergström in or about February 2021. Ms. Prumvane received periodic status updates on the initiative and participated in executive-level discussions regarding Cascade's overall supplier diversification strategy. Ms. Prumvane did not participate in day-to-day operations of the initiative or in specific supplier negotiations.

In addition to the foregoing individuals, various members of Cascade's procurement and sourcing team, supply chain analysts, logistics coordinators, and contract administration personnel participated at various levels in the implementation of Project Atlas. Cascade is continuing its investigation to identify additional individuals who may have had substantive involvement in the initiative and will supplement this response as discovery continues and further identification is completed.

INTERROGATORY NO. 2

INTERROGATORY: State the purpose and objectives of Project Atlas, including all categories of products or supplier relationships targeted by the initiative.

OBJECTIONS: In addition to the General Objections, which are incorporated herein by reference, Cascade asserts no further specific objections to this interrogatory.

RESPONSE: The purpose of Project Atlas was to identify and onboard approximately 25 new suppliers across three primary product categories: (1) home goods, including kitchen accessories, home décor, and household essentials; (2) consumer electronics accessories, including phone cases, charging devices, headphones, and related products; and (3) personal care and wellness products, including skincare, grooming, and health and wellness items.

The stated objectives of Project Atlas included the following: (a) diversifying Cascade's supplier base to reduce concentration risk inherent in reliance on a limited number of suppliers in key product categories; (b) improving product quality and consistency through the introduction of new, competitively selected suppliers with demonstrated manufacturing capabilities; (c) improving pricing competitiveness by creating a broader competitive field among suppliers for Cascade's purchasing volume; (d) supporting the expansion of Cascade's multi-channel retail and e-commerce platform, which at the time of the initiative's launch encompassed more than 340 retail locations across 22 states and a growing direct-to-consumer e-commerce business; and (e) strengthening Cascade's overall supply chain resilience in light of disruptions experienced across the industry during the COVID-19 pandemic.

Project Atlas was a routine and legitimate business initiative, consistent with Cascade's ongoing efforts to strengthen its competitive position in the retail marketplace. The initiative was not directed at, or intended to interfere with, any specific competitor's supplier relationships, including any relationships between Vantor and its suppliers.

INTERROGATORY NO. 3

INTERROGATORY: State the total budget allocated for Project Atlas and identify all sources of funding for the initiative.

OBJECTIONS: In addition to the General Objections, which are incorporated herein by reference, Cascade objects to this interrogatory to the extent it seeks competitively sensitive and proprietary financial information that extends beyond the scope of the claims and defenses at issue in this action. Cascade further objects to the extent this interrogatory seeks detailed financial information that is not reasonably calculated to lead to the discovery of admissible evidence. Subject to and without waiving the foregoing objections, Cascade responds as follows:

RESPONSE: Cascade allocated a total budget of approximately $4.2 million for supplier transition costs associated with Project Atlas. These costs included expenses for supplier evaluation and due diligence, travel and site visits to supplier facilities, contract negotiation and legal review, systems integration and supplier onboarding into Cascade's enterprise resource planning and procurement platforms, initial product testing and quality assurance, and logistics setup for new supply relationships. The budget was funded entirely from Cascade's general operating funds and was approved by Chief Financial Officer Raj Subramanian in or about February 2021, following review and recommendation by Lena Torvik, Senior Vice President of Supply Chain & Procurement.

INTERROGATORY NO. 4

INTERROGATORY: For each of the three supplier relationships at issue — Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., and Orion Lifestyle Brands Corp. — identify the date on which Cascade first initiated contact with each supplier, the Cascade personnel who initiated such contact, and the method of initial contact.

OBJECTIONS: In addition to the General Objections, which are incorporated herein by reference, Cascade asserts no further specific objections to this interrogatory.

RESPONSE:

Hemsworth Consumer Products LLC: Cascade's initial contact with Hemsworth Consumer Products LLC ("Hemsworth") was made by Annika Bergström, Vice President of Strategic Sourcing, in or about March 2021. The initial contact was made via email directed to Janet Kohler, Chief Executive Officer of Hemsworth, at Hemsworth's principal offices located at 4720 NW Yeon Avenue, Portland, Oregon 97210. The purpose of the initial outreach was to explore a potential supply arrangement for home goods and kitchen accessories, consistent with Project Atlas's objective of identifying and onboarding new suppliers in the home goods category.

Tridale Manufacturing Inc.: Cascade's initial contact with Tridale Manufacturing Inc. ("Tridale") was made by Annika Bergström in or about April 2021. The initial contact was made via telephone to Gregory Fontaine, President of Tridale, at Tridale's offices located at 6300 South Pecos Road, Suite 210, Las Vegas, Nevada 89120. The purpose of the initial outreach was to explore a potential supply arrangement for consumer electronics accessories, consistent with Project Atlas's objective of identifying and onboarding new suppliers in the consumer electronics accessories category.

Orion Lifestyle Brands Corp.: Cascade's initial contact with Orion Lifestyle Brands Corp. ("Orion") was made by Annika Bergström in or about March 2021. The initial contact was made via email directed to Simone Alvarez, Chief Executive Officer of Orion, at Orion's principal offices located at 1900 Avenue of the Stars, Suite 1050, Los Angeles, California 90067. The purpose of the initial outreach was to explore a potential supply arrangement for personal care and wellness products, consistent with Project Atlas's objective of identifying and onboarding new suppliers in the personal care and wellness category.

INTERROGATORY NO. 5

INTERROGATORY: For each of the three suppliers identified in Interrogatory No. 4, state the date on which a supply agreement was executed between Cascade and each supplier, the term of each agreement, and the annual purchase commitment under each agreement.

OBJECTIONS: In addition to the General Objections, which are incorporated herein by reference, Cascade objects to this interrogatory to the extent it seeks disclosure of the full terms and conditions of Cascade's supply agreements with Hemsworth, Tridale, and Orion, which contain competitively sensitive proprietary business information. Subject to and without waiving this objection, Cascade responds as to the specific terms requested — execution date, term, and annual purchase commitment — as follows:

RESPONSE:

Orion Lifestyle Brands Corp.: A supply agreement between Cascade and Orion was executed on May 10, 2021. The agreement has a term of four (4) years, with an annual purchase commitment by Cascade of Thirty-One Million Dollars ($31,000,000).

Hemsworth Consumer Products LLC: A supply agreement between Cascade and Hemsworth was executed on June 1, 2021. The agreement has a term of five (5) years, with an annual purchase commitment by Cascade of Twenty-Eight Million Dollars ($28,000,000).

Tridale Manufacturing Inc.: A supply agreement between Cascade and Tridale was executed on August 15, 2021. The agreement has a term of three (3) years, with an annual purchase commitment by Cascade of Nineteen Million Five Hundred Thousand Dollars ($19,500,000).

INTERROGATORY NO. 6

INTERROGATORY: State whether, at the time Cascade entered into each of the supply agreements identified in Interrogatory No. 5, Cascade had knowledge that Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., or Orion Lifestyle Brands Corp. was party to an exclusive supply agreement with Vantor Holdings Corp., and if so, describe the nature and source of such knowledge.

OBJECTIONS: In addition to the General Objections, which are incorporated herein by reference, Cascade objects to this interrogatory to the extent it calls for a legal conclusion regarding the meaning and legal significance of the term "knowledge" as applied to the facts and circumstances of this case. Subject to and without waiving this objection, Cascade responds as follows:

RESPONSE: Cascade did not have actual knowledge of the specific exclusivity provisions in any supply agreement between Vantor and any of the three suppliers — Hemsworth, Tridale, or Orion — at the time Cascade entered into its respective supply agreements with each supplier.

Cascade was generally aware that the three suppliers had existing business relationships with various wholesale distributors, specialty retailers, and other customers in the consumer goods industry, as is common and expected in the normal course of the consumer goods marketplace. This general awareness, however, did not extend to knowledge of the specific terms, conditions, or provisions — including any exclusivity provisions — of any agreements between these suppliers and Vantor or any other party. Cascade did not seek, and was not provided with, information about the specific contractual obligations that Hemsworth, Tridale, or Orion may have had with Vantor or with any other customer.

At no time prior to or during the negotiation and execution of Cascade's supply agreements did any Cascade employee request, obtain, receive, or review copies of the Vantor–Hemsworth, Vantor–Tridale, or Vantor–Orion supply agreements, or any summaries, term sheets, or descriptions of the material terms of such agreements.

INTERROGATORY NO. 7

INTERROGATORY: Identify all documents, communications, or other materials reviewed or considered by Cascade personnel in connection with the decision to enter into supply agreements with Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., and Orion Lifestyle Brands Corp.

OBJECTIONS: In addition to the General Objections, which are incorporated herein by reference, Cascade objects to this interrogatory as overbroad and unduly burdensome. The decision-making process for the supply agreements at issue involved the review of thousands of documents across multiple departments, including procurement, finance, legal, supply chain operations, quality assurance, and executive management. Identification and description of every document "reviewed or considered" in connection with these decisions would impose an extraordinary burden disproportionate to the needs of this case. Cascade further objects to the extent this interrogatory seeks identification of documents protected by the attorney-client privilege or the attorney work product doctrine, including but not limited to legal advice and analysis provided by David Pruitt, General Counsel, and by outside counsel at Calderwood & Harkness LLP, in connection with the negotiation, review, and execution of the supply agreements at issue. Subject to and without waiving the foregoing objections, Cascade responds as follows:

RESPONSE: Documents and materials reviewed and considered in connection with the decision to enter into supply agreements with Hemsworth, Tridale, and Orion included, but were not limited to, the following categories:

(a) Product catalogs, product specification sheets, and physical product samples provided by each supplier;

(b) Financial analyses prepared by Cascade's finance and procurement teams assessing the proposed supplier transition costs within the Project Atlas budget, including projected return on investment and cost-benefit analyses;

(c) Market research reports on the home goods, consumer electronics accessories, and personal care and wellness product categories, prepared by third-party market research firms and Cascade's internal market intelligence team;

(d) Pricing proposals, term sheets, and draft supply agreements submitted by Hemsworth, Tridale, and Orion during the negotiation process;

(e) Internal procurement committee presentations and memoranda summarizing the proposed supplier relationships for review and approval by Cascade's leadership;

(f) Due diligence materials regarding each supplier's manufacturing capabilities, production capacity, quality control standards, regulatory compliance history, fulfillment and logistics capacity, and financial stability;

(g) Supplier reference checks and industry reputation assessments; and

(h) Internal communications among the Project Atlas team regarding the evaluation and selection of prospective suppliers.

Cascade has produced, and continues to produce, responsive non-privileged documents as part of its document production in this action, designated as CASCADEDOCS000001 through CASCADEDOCS078412. As of the date of these responses, Cascade has collected a total of 452,316 documents from custodians and non-custodial data sources, has completed review of 198,740 documents, and has produced 78,412 documents. The review and production process is ongoing. Privileged documents have been identified and logged on Cascade's privilege log, which has been produced and is being supplemented on a rolling basis in accordance with the parties' stipulation and the Court's discovery order.

INTERROGATORY NO. 8

INTERROGATORY: Identify all communications between any Cascade employee and any representative of Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., or Orion Lifestyle Brands Corp. that reference or relate to Vantor Holdings Corp.

OBJECTIONS: In addition to the General Objections, which are incorporated herein by reference, Cascade asserts no further specific objections to this interrogatory.

RESPONSE: Based on Cascade's reasonable search and investigation to date, including review of email communications, instant messages, and other electronically stored information from relevant custodians, Cascade is not aware of any communications between Cascade employees and representatives of Hemsworth, Tridale, or Orion that specifically reference Vantor Holdings Corp. or Vantor's exclusive supply agreements with any of these three suppliers.

Cascade notes, however, that its review of the 2,847 internal Project Atlas emails has identified 14 emails among the Project Atlas team that reference Vantor's existing supplier relationships in general terms. These 14 emails are internal Cascade communications exchanged among Cascade employees; they are not communications between Cascade employees and representatives of any of the three suppliers. The substance of these internal communications is addressed further in Cascade's response to Interrogatory No. 9 below. Importantly, none of these 14 internal emails discusses, references, or analyzes any specific contractual terms — including exclusivity provisions — of Vantor's agreements with Hemsworth, Tridale, or Orion.

Cascade will supplement this response if additional responsive communications between Cascade employees and representatives of Hemsworth, Tridale, or Orion that reference Vantor are identified in the course of ongoing document review and discovery.

INTERROGATORY NO. 9

INTERROGATORY: Describe in detail the 14 internal Cascade communications referenced in Vantor's review of Project Atlas documents that mention Vantor's supplier relationships, including the date, author, recipients, and substance of each communication.

OBJECTIONS: In addition to the General Objections, which are incorporated herein by reference, Cascade objects to this interrogatory to the extent it is premature, as the referenced communications are the subject of ongoing document production and review. Cascade further objects to the extent any of these communications, or portions thereof, are protected by the attorney-client privilege or the attorney work product doctrine. To the extent any of these communications include or attach legal analyses, strategy memoranda, or communications to or from counsel, such portions are privileged and are not described herein. Subject to and without waiving the foregoing objections, Cascade responds as follows:

RESPONSE: Cascade's review of electronically stored information from Project Atlas custodians has identified 14 internal emails among Project Atlas team members that reference Vantor's existing supplier relationships. These emails were authored by or exchanged among members of the procurement and sourcing team, including Annika Bergström, Vice President of Strategic Sourcing, and other Project Atlas participants.

The substance of these 14 emails generally consists of market-landscape analyses and competitive assessments identifying which suppliers in the home goods, consumer electronics accessories, and personal care and wellness product categories had existing business relationships with competing retailers, wholesale distributors, and other market participants, including Vantor. The references to Vantor in these communications were made in the ordinary course of Cascade's assessment of the competitive landscape and supplier availability as part of the Project Atlas initiative. These references were not made for the purpose of targeting Vantor's specific suppliers, interfering with Vantor's contractual relationships, or inducing any supplier to breach any contractual obligation owed to Vantor.

None of the 14 internal emails references, discusses, analyzes, or attaches any contract, term sheet, or other document reflecting the terms of any agreement between Vantor and any supplier, including any exclusivity provisions. The emails reflect routine competitive intelligence gathering of the type regularly undertaken by retail companies in the consumer goods industry when evaluating the supplier landscape.

Cascade has produced, or will produce on a rolling basis, all non-privileged responsive documents, including the 14 internal emails described above, as part of Cascade's document production in this action. Cascade refers Vantor to its document production for the full text of these communications. To the extent any responsive communications are withheld on grounds of privilege, such communications have been or will be identified on Cascade's privilege log.

INTERROGATORY NO. 10

INTERROGATORY: State whether any Cascade employee was aware, at any time prior to the filing of Vantor's complaint on September 7, 2021, that Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., or Orion Lifestyle Brands Corp. had an obligation to supply products exclusively to Vantor.

OBJECTIONS: In addition to the General Objections, which are incorporated herein by reference, Cascade asserts no further specific objections to this interrogatory.

RESPONSE: No. Based on a reasonable and diligent inquiry of relevant Cascade personnel and available records, no Cascade employee had actual knowledge, at any time prior to September 7, 2021, that any of the three suppliers — Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., or Orion Lifestyle Brands Corp. — had a contractual obligation to supply products exclusively to Vantor Holdings Corp. or was otherwise bound by an exclusivity provision in any agreement with Vantor.

Cascade first learned of the alleged exclusivity provisions in Vantor's supplier agreements upon receipt and review of Vantor's Complaint, which was filed on September 7, 2021 and served on Cascade on September 14, 2021.

INTERROGATORY NO. 11

INTERROGATORY: Identify all due diligence conducted by Cascade regarding the existing contractual commitments of Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., and Orion Lifestyle Brands Corp. prior to entering into supply agreements with each supplier.

OBJECTIONS: In addition to the General Objections, which are incorporated herein by reference, Cascade objects to this interrogatory to the extent the term "due diligence" is vague, ambiguous, and undefined, and could be construed to encompass any and all activities undertaken by Cascade in connection with its evaluation of prospective suppliers, regardless of whether such activities were directed at the suppliers' existing contractual commitments. Subject to and without waiving this objection, Cascade responds as follows:

RESPONSE: Cascade's standard supplier onboarding and due diligence process is designed to evaluate a prospective supplier's suitability as a business partner across several dimensions, including manufacturing capacity and scalability, financial stability and creditworthiness, product quality and consistency, regulatory compliance history (including compliance with applicable consumer product safety, labeling, and environmental regulations), fulfillment and logistics capabilities, and track record of on-time delivery and customer service. This standard process does not customarily include review of, or inquiry into, a prospective supplier's existing contracts with other customers, as Cascade respects the confidentiality and proprietary nature of such commercial arrangements and recognizes that suppliers are generally not at liberty to disclose the terms of their agreements with third parties.

With respect to Hemsworth, Tridale, and Orion specifically, Cascade conducted its standard due diligence process as described above. At no point during this process did Cascade request, and at no point did Cascade receive, copies of any supply agreements, term sheets, letters of intent, or other contractual documentation between any of these three suppliers and their other customers, including Vantor Holdings Corp. Cascade did not ask any of the three suppliers whether they were subject to exclusivity provisions, non-compete restrictions, or other limitations on their ability to supply products to Cascade or to any other party.

Each of the three suppliers independently represented to Cascade during the course of negotiations that it was willing and able to enter into the proposed supply arrangements with Cascade. Cascade relied on these representations in good faith.

INTERROGATORY NO. 12

INTERROGATORY: State whether Cascade made any inducements, promises, or offers of consideration to Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., or Orion Lifestyle Brands Corp. beyond the terms of the supply agreements identified in Interrogatory No. 5, in order to persuade any of these suppliers to enter into agreements with Cascade.

OBJECTIONS: In addition to the General Objections, which are incorporated herein by reference, Cascade asserts no further specific objections to this interrogatory.

RESPONSE: No. Cascade did not make any inducements, promises, or offers of consideration — whether financial, contractual, or otherwise — to Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., or Orion Lifestyle Brands Corp. beyond the arms-length terms and conditions set forth in the executed supply agreements identified in Cascade's response to Interrogatory No. 5. Each supply agreement was negotiated on commercially reasonable terms reflecting fair market value, consistent with prevailing pricing and contractual norms in the consumer goods industry.

The suppliers independently chose to enter into supply agreements with Cascade based on the business merits of the proposed arrangements. Cascade's supply agreements offered each supplier competitive commercial terms, including higher annual purchase commitments than those reflected in the suppliers' agreements with Vantor, longer contract terms providing greater revenue certainty, and the opportunity to supply products to Cascade's extensive multi-channel retail and e-commerce platform. Cascade did not offer, promise, or provide any payments, bonuses, signing fees, equity interests, or other consideration to any supplier representative, nor did Cascade offer any form of indemnification for potential claims related to the suppliers' other contractual relationships.

INTERROGATORY NO. 13

INTERROGATORY: State whether Cascade was aware that any of the three suppliers identified in Interrogatory No. 4 had exercised or intended to exercise a termination-for-convenience provision in their respective agreements with Vantor, and if so, state when and how Cascade became aware of such termination.

OBJECTIONS: In addition to the General Objections, which are incorporated herein by reference, Cascade asserts no further specific objections to this interrogatory.

RESPONSE: Cascade did not have specific knowledge at the time of contracting with any of the three suppliers of whether any supplier had exercised, or intended to exercise, a termination-for-convenience provision in any agreement with Vantor. The termination decisions of Hemsworth, Tridale, and Orion with respect to their respective agreements with Vantor were decisions made independently by those suppliers, without direction, encouragement, or involvement by Cascade.

Cascade learned of the suppliers' exercise of their respective termination-for-convenience rights during the course of this litigation, through the review of documents and information produced in discovery. Based on that discovery, Cascade understands the following:

(a) The Vantor–Hemsworth supply agreement, executed on or about March 15, 2019, with an expiration date of March 14, 2022, contained a 90-day termination-for-convenience notice period, permitting either party to terminate the agreement upon 90 days' prior written notice.

(b) The Vantor–Tridale supply agreement, executed on or about January 10, 2020, with an expiration date of January 9, 2022, contained a 60-day termination-for-convenience notice period, permitting either party to terminate the agreement upon 60 days' prior written notice.

(c) The Vantor–Orion supply agreement, executed on or about July 1, 2018, with an expiration date of June 30, 2022, contained a 120-day termination-for-convenience notice period, permitting either party to terminate the agreement upon 120 days' prior written notice.

Each of these termination-for-convenience provisions was a negotiated contractual right that the suppliers were entitled to exercise in their discretion, and each supplier exercised that right of its own volition.

INTERROGATORY NO. 14

INTERROGATORY: Describe Cascade's understanding of the term, scope, and conditions of each of the three exclusive supply agreements between Vantor and Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., and Orion Lifestyle Brands Corp.

OBJECTIONS: In addition to the General Objections, which are incorporated herein by reference, Cascade objects to this interrogatory to the extent it calls for a legal conclusion regarding the interpretation, construction, or characterization of agreements to which Cascade is not a party and which Cascade had no involvement in negotiating, drafting, or executing. Subject to and without waiving this objection, Cascade responds as follows:

RESPONSE: At the time Cascade entered into its supply agreements with Hemsworth, Tridale, and Orion, Cascade had no understanding of the terms, scope, or conditions of any exclusive supply agreement between Vantor and any of these three suppliers, because Cascade was not aware of the existence of such agreements or their specific terms, including any exclusivity provisions, as set forth in Cascade's responses to Interrogatory Nos. 6 and 10 above.

Cascade has since reviewed the following agreements, which were produced by Vantor and the three suppliers in the course of discovery in this action:

Vantor–Hemsworth Supply Agreement: This agreement has a three (3)-year term, was executed on or about March 15, 2019, and has an expiration date of March 14, 2022. The agreement contains a minimum annual purchase commitment by Vantor of Twelve Million Five Hundred Thousand Dollars ($12,500,000). The agreement includes a 90-day termination-for-convenience notice period. The agreement contains a provision described by Vantor as an "exclusive supply" provision, the scope and enforceability of which are disputed.

Vantor–Tridale Supply Agreement: This agreement has a two (2)-year term, was executed on or about January 10, 2020, and has an expiration date of January 9, 2022. The agreement contains a minimum annual purchase commitment by Vantor of Eight Million Three Hundred Thousand Dollars ($8,300,000). The agreement includes a 60-day termination-for-convenience notice period. The agreement contains a provision described by Vantor as an "exclusive supply" provision, the scope and enforceability of which are disputed.

Vantor–Orion Supply Agreement: This agreement has a four (4)-year term, was executed on or about July 1, 2018, and has an expiration date of June 30, 2022. The agreement contains a minimum annual purchase commitment by Vantor of Fourteen Million Six Hundred Thousand Dollars ($14,600,000). The agreement includes a 120-day termination-for-convenience notice period. The agreement contains a provision described by Vantor as an "exclusive supply" provision, the scope and enforceability of which are disputed.

Cascade reserves all rights to challenge the scope, validity, and enforceability of the alleged exclusivity provisions in each of these agreements.

INTERROGATORY NO. 15

INTERROGATORY: Identify all Cascade employees who had any direct communication with Rick Ellsworth, Patricia Sung, Thomas Brennecke, Deborah Marcelino, or any other officer, director, or employee of Vantor Holdings Corp. at any time from January 1, 2020 to the present, and describe the substance of each such communication.

OBJECTIONS: In addition to the General Objections, which are incorporated herein by reference, Cascade objects to this interrogatory as overbroad in temporal scope, covering a period of more than two years, including periods substantially predating the events at issue in this action. Cascade further objects to this interrogatory as overbroad to the extent it seeks identification of communications with "any other officer, director, or employee of Vantor Holdings Corp.," without limitation or specificity, which would require Cascade to search for and identify any possible communication with any of the hundreds of individuals who may have been employed by Vantor during the relevant period. Subject to and without waiving these objections, Cascade responds as to the specifically named individuals as follows:

RESPONSE: Based on a reasonable inquiry of relevant Cascade personnel and available records, Cascade is not aware of any direct communications between any Cascade employee and Richard "Rick" Ellsworth (Founder and Chief Executive Officer of Vantor), Patricia Sung (Chief Operating Officer of Vantor), Thomas Brennecke (Vice President of Supplier Relations of Vantor), or Deborah Marcelino (Chief Financial Officer of Vantor) during the period from January 1, 2020 to the present.

Cascade and Vantor operate in overlapping but distinct market segments. Cascade operates as a multi-channel retailer with a network of over 340 retail locations and a direct-to-consumer e-commerce platform, while Vantor operates principally as a wholesale distributor and specialty retailer with approximately 85 retail locations. Cascade is not aware of any direct business dealings, commercial transactions, or substantive communications between the companies during the relevant period.

INTERROGATORY NO. 16

INTERROGATORY: State whether Cascade has, at any time, engaged in discussions, negotiations, or entered into agreements with any supplier that had an existing exclusive supply agreement with Vantor, other than Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., and Orion Lifestyle Brands Corp.

OBJECTIONS: In addition to the General Objections, which are incorporated herein by reference, Cascade objects to this interrogatory as overbroad and unduly burdensome. Cascade maintains business relationships with hundreds of suppliers across numerous product categories, and Cascade cannot reasonably be expected to determine whether each current or former supplier has or had an exclusive supply agreement with Vantor Holdings Corp. Cascade is not a party to any agreement between Vantor and its suppliers, and Cascade does not have access to Vantor's contracts or knowledge of the full scope of Vantor's supplier relationships. Cascade further objects to the extent this interrogatory is not reasonably calculated to lead to the discovery of admissible evidence relevant to the claims or defenses in this action. Subject to and without waiving these objections, Cascade responds as follows:

RESPONSE: Cascade is not aware of having engaged in discussions, negotiations, or entered into agreements with any supplier that was known to Cascade to have had an existing exclusive supply agreement with Vantor Holdings Corp., other than Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., and Orion Lifestyle Brands Corp. As stated in Cascade's responses to prior interrogatories, Cascade does not, as a matter of course, inquire into the contractual arrangements between its prospective or current suppliers and their other customers, and Cascade therefore lacks the information necessary to identify any supplier that may have had an exclusive supply agreement with Vantor.

INTERROGATORY NO. 17

INTERROGATORY: Describe Cascade's policies and procedures, if any, regarding due diligence into the existing contractual commitments of prospective suppliers.

OBJECTIONS: In addition to the General Objections, which are incorporated herein by reference, Cascade asserts no further specific objections to this interrogatory.

RESPONSE: Cascade's standard supplier onboarding and due diligence process is focused on evaluating a prospective supplier's fitness and suitability as a business partner along several key dimensions. These dimensions include, but are not limited to: (a) manufacturing capacity, scalability, and production reliability; (b) financial stability, creditworthiness, and business continuity risk; (c) product quality, consistency, and compliance with Cascade's quality assurance standards; (d) regulatory compliance history, including compliance with applicable consumer product safety, labeling, environmental, and labor regulations; (e) supply chain and logistics capabilities, including fulfillment capacity, warehousing, and on-time delivery performance; and (f) industry reputation and customer references.

Cascade does not have a formal policy requiring inquiry into, or review of, a prospective supplier's existing contracts, agreements, or commitments with other customers. Such contracts are generally considered confidential and proprietary to the parties thereto, and Cascade respects the commercial confidentiality of third-party arrangements. Cascade relies on representations from prospective suppliers regarding their availability, capacity, and willingness to enter into and perform proposed supply arrangements. To the extent a prospective supplier is subject to contractual restrictions that would limit or preclude its ability to supply products to Cascade, Cascade expects the supplier to disclose such restrictions during the course of negotiations and to refrain from entering into agreements that would conflict with its existing contractual obligations.

INTERROGATORY NO. 18

INTERROGATORY: State the total number of suppliers that Cascade has onboarded as part of Project Atlas, and for each supplier, provide the supplier's name, the date of the supply agreement, and the product category.

OBJECTIONS: In addition to the General Objections, which are incorporated herein by reference, Cascade objects to this interrogatory as overbroad to the extent it seeks detailed information regarding all suppliers onboarded under the Project Atlas initiative, the vast majority of which have no connection to, and are not relevant to, the claims asserted by Vantor in this action. Disclosure of the identities and contractual terms of all suppliers onboarded under Project Atlas would reveal competitively sensitive and proprietary information concerning Cascade's supplier network, sourcing strategy, and business operations that is unrelated to the dispute between the parties. Subject to and without waiving the foregoing objections, Cascade responds as follows:

RESPONSE: Project Atlas targeted the identification and onboarding of approximately 25 new suppliers across three primary product categories: home goods, consumer electronics accessories, and personal care and wellness products.

Among the suppliers onboarded as part of the Project Atlas initiative were the three suppliers at issue in this action:

(1) Orion Lifestyle Brands Corp. — Supply agreement executed May 10, 2021; product category: personal care and wellness products.

(2) Hemsworth Consumer Products LLC — Supply agreement executed June 1, 2021; product category: home goods and kitchen accessories.

(3) Tridale Manufacturing Inc. — Supply agreement executed August 15, 2021; product category: consumer electronics accessories.

Cascade objects to providing detailed information regarding the remaining suppliers onboarded under Project Atlas, on the grounds that such information is competitively sensitive, proprietary, and not relevant to the claims and defenses at issue in this action. Cascade notes, however, that the Court's ruling of August 3, 2022 on Vantor's motion to compel may bear on the scope of permissible discovery regarding additional supplier relationships within the Project Atlas initiative. Cascade will comply with any orders of the Court regarding expanded discovery on this issue.

INTERROGATORY NO. 19

INTERROGATORY: Identify all persons at Cascade who have knowledge of facts relevant to Vantor's claims in this action, and for each person, describe the subject matter of that person's knowledge.

OBJECTIONS: In addition to the General Objections, which are incorporated herein by reference, Cascade objects to this interrogatory to the extent it calls for a legal conclusion regarding what facts are "relevant" to Vantor's claims, and to the extent it requires Cascade to identify every individual who may possess any information of potential relevance. Subject to and without waiving this objection, Cascade responds as follows:

RESPONSE: Based on Cascade's investigation to date, the following individuals at Cascade have knowledge of facts relevant to the claims asserted by Vantor in this action:

Annika Bergström, Vice President of Strategic Sourcing — Ms. Bergström has knowledge of the following subject matters: the planning, development, and implementation of Project Atlas; supplier outreach, evaluation, and negotiations with Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., and Orion Lifestyle Brands Corp.; internal communications regarding potential suppliers and the competitive landscape; the selection criteria and evaluation process for Project Atlas suppliers; and the negotiation and execution of supply agreements with the three suppliers at issue. Ms. Bergström is expected to serve as a primary fact witness for Cascade in this action.

Lena Torvik, Senior Vice President of Supply Chain & Procurement — Ms. Torvik has knowledge of: the overall strategy, objectives, and budget for Project Atlas; the decision-making process for selecting and approving new suppliers; the executive oversight and approval chain for supplier agreements; and Cascade's supply chain operations and supplier diversification efforts generally.

David Pruitt, General Counsel & Corporate Secretary — Mr. Pruitt has knowledge of: the legal review of proposed supply agreements with Hemsworth, Tridale, and Orion; the implementation of the litigation hold and document preservation protocols following receipt of Vantor's complaint; and communications with outside counsel regarding this action. To the extent Mr. Pruitt's knowledge derives from or relates to privileged communications or attorney work product, such knowledge is protected from disclosure.

Margaret Prumvane, Chief Executive Officer & President — Ms. Prumvane has knowledge of: the approval and launch of the Project Atlas initiative; high-level strategic direction regarding Cascade's supplier diversification and competitive strategy; and executive-level communications regarding the initiative.

Raj Subramanian, Chief Financial Officer — Mr. Subramanian has knowledge of: the budget approval process for Project Atlas, including the $4.2 million allocation for supplier transition costs; the financial impact of new supplier agreements on Cascade's operations; and financial analyses prepared in connection with the initiative.

In addition to the foregoing individuals, additional members of Cascade's procurement team and supply chain analytics group may possess relevant knowledge. Cascade is continuing its investigation and will supplement this response as further information becomes available and as additional individuals with relevant knowledge are identified.

INTERROGATORY NO. 20

INTERROGATORY: State whether Cascade contends that Vantor has failed to mitigate its alleged damages, and if so, describe the factual basis for that contention.

OBJECTIONS: In addition to the General Objections, which are incorporated herein by reference, Cascade asserts no further specific objections to this interrogatory.

RESPONSE: Yes. Cascade contends that Vantor failed to take reasonable steps to mitigate its alleged damages arising from the termination of the Hemsworth, Tridale, and Orion supply relationships. Cascade's affirmative defense of failure to mitigate is based on the following factual contentions:

First, the consumer goods industry — including the home goods, consumer electronics accessories, and personal care and wellness product categories at issue — is characterized by a large and diverse pool of suppliers. Numerous alternative manufacturers and distributors operate in each of the relevant product categories, and Vantor could have, and should have, sought and obtained replacement suppliers upon learning that Hemsworth, Tridale, and Orion had exercised their termination-for-convenience rights under their respective supply agreements with Vantor.

Second, Vantor is a substantial enterprise with significant market presence and purchasing power. Vantor operates approximately 85 retail locations across California, Arizona, Nevada, and Oregon and reported annual revenues of approximately $1.1 billion for fiscal year 2021. A company of Vantor's size, market presence, and purchasing volume is well-positioned to attract and negotiate favorable terms with alternative suppliers in each of the affected product categories.

Third, the termination-for-convenience provisions in the three exclusive supply agreements at issue provided meaningful notice periods that afforded Vantor time to identify, evaluate, and engage replacement suppliers before the respective terminations became effective. Specifically, the Hemsworth agreement provided a 90-day notice period, the Tridale agreement provided a 60-day notice period, and the Orion agreement provided a 120-day notice period. These notice periods were designed to provide the non-terminating party with a reasonable transition window, and Vantor's failure to use that time productively to secure alternative supply arrangements constitutes a failure to mitigate.

Fourth, Cascade's damages expert, Dr. Vivian Ostrowski of Archer & Colvin Consulting Group, has conducted a preliminary analysis of the relevant product markets and has estimated that a failure-to-mitigate reduction of 40% to 55% of any proven damages is appropriate, based on the ready availability of alternative suppliers in each of the affected product categories and Vantor's demonstrated ability to leverage its market position to secure favorable supply terms. Dr. Ostrowski's analysis and opinions are preliminary and subject to finalization upon completion of expert discovery.

INTERROGATORY NO. 21

INTERROGATORY: State Cascade's contention regarding the amount of actual damages, if any, suffered by Vantor as a result of the conduct alleged in the Complaint.

OBJECTIONS: In addition to the General Objections, which are incorporated herein by reference, Cascade objects to this interrogatory to the extent it is premature, as expert discovery in this action has not been completed and Cascade's damages expert has not yet rendered a final opinion. Subject to and without waiving this objection, Cascade responds as follows:

RESPONSE: Cascade denies liability on all claims asserted in Vantor's Complaint and contends that Vantor has suffered no legally compensable damages attributable to any conduct by Cascade. To the extent, however, that the Court or a jury were to find Cascade liable on any claim, Cascade contends that Vantor's claimed damages of $87.4 million are grossly overstated, speculative, and unsupported by the evidence.

Vantor's damages expert, Dr. Harold Pryce of Meridian Forensic Economics LLC, has projected damages based on multi-year revenue streams extending well beyond the remaining terms of the Vantor–Hemsworth, Vantor–Tridale, and Vantor–Orion supply agreements at the time of the alleged interference. Dr. Pryce's damages model assumes, without factual foundation, that each of the three supplier agreements would have been renewed on identical or comparable terms for multiple additional renewal periods, and that Vantor would have maintained and expanded its sales of products sourced from these suppliers in perpetuity. These assumptions are speculative and contrary to the evidence, which shows that each agreement contained a termination-for-convenience provision exercisable by either party, and that none of the agreements guaranteed renewal beyond the initial term.

Cascade's preliminary assessment, which is subject to finalization upon completion of expert analysis by Dr. Vivian Ostrowski, is that actual provable damages — if any — would be limited to lost profits during the remaining exclusive terms of the respective supply agreements at the time of the alleged interference. Based on the execution dates of Cascade's supply agreements, the remaining exclusive terms were approximately as follows:

(a) Hemsworth agreement: Approximately 9 months remaining (from the date of Cascade's agreement with Hemsworth on June 1, 2021 through the Vantor–Hemsworth expiration date of March 14, 2022);

(b) Tridale agreement: Approximately 5 months remaining (from the date of Cascade's agreement with Tridale on August 15, 2021 through the Vantor–Tridale expiration date of January 9, 2022);

(c) Orion agreement: Approximately 13 months remaining (from the date of Cascade's agreement with Orion on May 10, 2021 through the Vantor–Orion expiration date of June 30, 2022).

On this basis, and applying appropriate calculations of lost profits during the remaining terms, Cascade's expert estimates actual provable damages in the range of $6.1 million to $11.3 million. This range would be further reduced by 40% to 55% to account for Vantor's failure to mitigate, as described in Cascade's response to Interrogatory No. 20 above.

INTERROGATORY NO. 22

INTERROGATORY: State whether Cascade has insurance coverage potentially applicable to the claims asserted by Vantor in this action, and if so, identify the insurer, policy number, and type of coverage.

OBJECTIONS: In addition to the General Objections, which are incorporated herein by reference, Cascade asserts no further specific objections to this interrogatory.

RESPONSE: Yes. Cascade has notified its insurer, Pinnacle National Insurance Co., of the claims asserted by Vantor in this action. The applicable policy is a commercial general liability insurance policy, Policy No. PNG-CGL-2021-04487. Coverage under the policy is subject to the terms, conditions, exclusions, and limitations set forth therein. Coverage determinations with respect to the specific claims asserted in this action remain ongoing between Cascade and Pinnacle National Insurance Co. Cascade reserves all of its rights under the applicable policy.

INTERROGATORY NO. 23

INTERROGATORY: Describe any competitive analyses, market studies, or strategic assessments prepared by or for Cascade that reference Vantor Holdings Corp. or its business operations, products, or supplier relationships.

OBJECTIONS: In addition to the General Objections, which are incorporated herein by reference, Cascade objects to this interrogatory as overbroad to the extent it seeks identification and description of all competitive analyses, market studies, or strategic assessments of any kind, prepared over any period of time, that may contain any reference to Vantor Holdings Corp. Cascade's strategic sourcing and market intelligence teams regularly prepare competitive landscape analyses and market assessments that may reference numerous competitors and market participants, and the scope of this interrogatory is unreasonably broad. Cascade further objects to the extent any responsive documents or analyses are protected by the attorney-client privilege or the attorney work product doctrine, including analyses prepared at the direction of counsel in anticipation of litigation. Subject to and without waiving the foregoing objections, Cascade responds as follows:

RESPONSE: In the ordinary course of business, Cascade's strategic sourcing and market intelligence teams prepare competitive landscape analyses and market assessments that may reference various competitors, wholesale distributors, specialty retailers, and other market participants operating in the home goods, consumer electronics accessories, and personal care and wellness product categories. Vantor Holdings Corp. may be referenced in such analyses as a participant and competitor in one or more of these market segments.

As described in Cascade's response to Interrogatory No. 9, the 14 internal Project Atlas emails that reference Vantor's existing supplier relationships consist of competitive landscape assessments that identified which suppliers in the relevant product categories had existing relationships with competing retailers and distributors. These references to Vantor were made in the context of routine competitive intelligence gathering and were not part of any plan

SUPERIOR COURT OF THE STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
VANTOR HOLDINGS CORP.,
Plaintiff,
v.
CASCADE RETAIL HOLDINGS INC.,
Defendant.
Case No. 21STCV-34872
Assigned for All Purposes to the Honorable Patricia M. Delgado, Department 14
DEFENDANT CASCADE RETAIL HOLDINGS INC.'S RESPONSES TO PLAINTIFF VANTOR HOLDINGS CORP.'S FIRST SET OF INTERROGATORIES (NOS. 1–25)
PRELIMINARY STATEMENT
Defendant Cascade Retail Holdings Inc. ("Cascade" or "Responding Party"), by and through its attorneys of record, Calderwood & Harkness LLP, hereby responds to the First Set of Interrogatories (Nos. 1–25) propounded by Plaintiff Vantor Holdings Corp. ("Vantor" or "Propounding Party"), which were served on Cascade on April 22, 2022, pursuant to California Code of Civil Procedure Section 2030.010 et seq.
These responses are made based upon information reasonably available to Cascade as of the date hereof, after a reasonable and diligent inquiry by Cascade and its counsel. Cascade has made a good faith effort to respond to each interrogatory to the extent it is understood and to the extent information is presently available. Investigation and discovery in this action are ongoing, and Cascade expressly reserves the right to amend, modify, or supplement these responses as additional facts, documents, and information become available, consistent with the provisions of the California Code of Civil Procedure.
These responses are submitted without waiver of, and expressly subject to, any and all objections as to the competency, relevancy, materiality, privilege, proprietary character, or admissibility of any information provided herein for any purpose in this or any other proceeding. No response herein shall be deemed an admission by Cascade as to the relevance, materiality, or admissibility of any information contained in or related to the response. Nothing contained herein is intended to be, nor shall be construed as, a waiver of any objection, right, or defense that may be available to Cascade.
Any inadvertent production or disclosure of information or documents protected by the attorney-client privilege, the attorney work product doctrine, or any other applicable privilege, protection, or immunity shall not constitute, and shall not be deemed to constitute, a waiver of such privilege, protection, or immunity, whether as to the specific information disclosed or as to any other information or documents. Cascade expressly reserves all of its rights under California Evidence Code Section 912 and California Code of Civil Procedure Section 2031.285 with respect to any such inadvertent production or disclosure. Cascade further reserves its rights under the stipulated protective order entered in this action on December 10, 2021 (the "Protective Order").
GENERAL OBJECTIONS
Cascade hereby asserts the following General Objections, which are incorporated by reference into each individual response set forth below, as though fully stated therein. The assertion of a specific objection in response to a particular interrogatory shall not be construed as a waiver of any General Objection, and the assertion of a General Objection shall not be construed as a waiver of any specific objection.
1. Cascade objects to each and every interrogatory to the extent it seeks information or documents protected by the attorney-client privilege, the attorney work product doctrine (whether opinion or fact work product), the joint defense and common interest privilege, or any other applicable privilege, protection, or immunity from discovery recognized under California law or federal law. No response herein shall be construed as a waiver of any such privilege, protection, or immunity.
2. Cascade objects to each and every interrogatory to the extent it is vague, ambiguous, overbroad, unduly burdensome, oppressive, or not reasonably calculated to lead to the discovery of admissible evidence. Cascade further objects to each interrogatory to the extent it seeks information that is not relevant to the subject matter of this action or to the claims and defenses of the parties.
3. Cascade objects to any interrogatory that seeks to impose upon Cascade obligations beyond those required by the California Code of Civil Procedure, Sections 2030.010 et seq., or that is otherwise inconsistent with the scope of permissible discovery under California law.
4. Cascade objects to any interrogatory that is compound, conjunctive, or disjunctive in a manner that effectively constitutes multiple discrete interrogatories in violation of the statutory limit on the number of interrogatories that may be propounded without leave of court, as set forth in California Code of Civil Procedure Section 2030.030.
5. Cascade objects to each and every interrogatory to the extent it calls for a legal conclusion, asks Cascade to interpret or construe documents or agreements, or seeks the mental impressions, conclusions, opinions, or legal theories of Cascade's counsel.
6. Subject to and without waiving these General Objections, and subject to and without waiving any specific objection asserted below, Cascade responds to the individual interrogatories as follows.
INTERROGATORY NO. 1
INTERROGATORY: Identify all persons who participated in the planning, development, or implementation of the initiative known as "Project Atlas," including each person's title, role within the initiative, and the dates of their involvement.
OBJECTIONS: In addition to the General Objections, which are incorporated herein by reference, Cascade objects to this interrogatory as overbroad to the extent that the term "participated" is undefined and could be construed to encompass individuals with minimal, tangential, or incidental involvement in Project Atlas, including administrative personnel, information technology support staff, and other persons who had no substantive role in the planning, development, or implementation of the initiative. Cascade further objects to the extent this interrogatory would require Cascade to identify every individual who may have performed any task, however minor, in connection with Project Atlas across multiple departments and functional areas.
Subject to and without waiving the foregoing objections, Cascade responds as follows:
RESPONSE: Project Atlas was launched in or about February 2021 as a strategic initiative designed to diversify and strengthen Cascade's supplier network across three primary product categories: home goods, consumer electronics accessories, and personal care and wellness products. The initiative was conceived as part of Cascade's broader corporate strategy to reduce supplier concentration risk, improve product quality and pricing competitiveness, and support the expansion of Cascade's multi-channel retail and e-commerce platform.
The following individuals had substantive involvement in the planning, development, or implementation of Project Atlas:
Annika Bergström, Vice President of Strategic Sourcing — Ms. Bergström led the Project Atlas initiative from its inception in February 2021 and remained actively involved through the date of these responses. Her role encompassed identifying and evaluating potential new suppliers across all three targeted product categories; initiating outreach to prospective suppliers; leading supplier negotiations; and coordinating the onboarding of new suppliers into Cascade's procurement and logistics systems. Ms. Bergström served as the primary point of contact for all supplier outreach conducted under Project Atlas and reported directly to Ms. Torvik on all matters related to the initiative.
Lena Torvik, Senior Vice President of Supply Chain & Procurement — Ms. Torvik served as the executive sponsor of Project Atlas from its inception in February 2021. In this capacity, she oversaw the strategic direction of the initiative, approved the scope and objectives of the project, supervised budget allocation, and provided ongoing executive oversight. Ms. Bergström reported to Ms. Torvik on all Project Atlas matters, and Ms. Torvik reviewed and approved all proposed supplier agreements before submission to legal review.
David Pruitt, General Counsel & Corporate Secretary — Mr. Pruitt provided legal review and counsel regarding proposed new supply agreements beginning approximately March 2021. Mr. Pruitt reviewed draft supply agreements for legal sufficiency, negotiated certain legal terms with counterparties' counsel, and ensured compliance with applicable regulatory requirements. To the extent Mr. Pruitt's involvement included the rendering of legal advice, such communications are protected by the attorney-client privilege and are not described herein.
Raj Subramanian, Chief Financial Officer — Mr. Subramanian approved the $4.2 million budget allocation for supplier transition costs associated with Project Atlas. Mr. Subramanian's involvement included reviewing financial projections for the initiative, assessing the expected return on investment of new supplier relationships, and authorizing the release of funds from Cascade's general operating budget.
Margaret Prumvane, Chief Executive Officer & President — Ms. Prumvane approved the launch of Project Atlas following a presentation by Ms. Torvik and Ms. Bergström in or about February 2021. Ms. Prumvane received periodic status updates on the initiative and participated in executive-level discussions regarding Cascade's overall supplier diversification strategy. Ms. Prumvane did not participate in day-to-day operations of the initiative or in specific supplier negotiations.
In addition to the foregoing individuals, various members of Cascade's procurement and sourcing team, supply chain analysts, logistics coordinators, and contract administration personnel participated at various levels in the implementation of Project Atlas. Cascade is continuing its investigation to identify additional individuals who may have had substantive involvement in the initiative and will supplement this response as discovery continues and further identification is completed.
INTERROGATORY NO. 2
INTERROGATORY: State the purpose and objectives of Project Atlas, including all categories of products or supplier relationships targeted by the initiative.
OBJECTIONS: In addition to the General Objections, which are incorporated herein by reference, Cascade asserts no further specific objections to this interrogatory.
RESPONSE: The purpose of Project Atlas was to identify and onboard approximately 25 new suppliers across three primary product categories: (1) home goods, including kitchen accessories, home décor, and household essentials; (2) consumer electronics accessories, including phone cases, charging devices, headphones, and related products; and (3) personal care and wellness products, including skincare, grooming, and health and wellness items.
The stated objectives of Project Atlas included the following: (a) diversifying Cascade's supplier base to reduce concentration risk inherent in reliance on a limited number of suppliers in key product categories; (b) improving product quality and consistency through the introduction of new, competitively selected suppliers with demonstrated manufacturing capabilities; (c) improving pricing competitiveness by creating a broader competitive field among suppliers for Cascade's purchasing volume; (d) supporting the expansion of Cascade's multi-channel retail and e-commerce platform, which at the time of the initiative's launch encompassed more than 340 retail locations across 22 states and a growing direct-to-consumer e-commerce business; and (e) strengthening Cascade's overall supply chain resilience in light of disruptions experienced across the industry during the COVID-19 pandemic.
Project Atlas was a routine and legitimate business initiative, consistent with Cascade's ongoing efforts to strengthen its competitive position in the retail marketplace. The initiative was not directed at, or intended to interfere with, any specific competitor's supplier relationships, including any relationships between Vantor and its suppliers.
INTERROGATORY NO. 3
INTERROGATORY: State the total budget allocated for Project Atlas and identify all sources of funding for the initiative.
OBJECTIONS: In addition to the General Objections, which are incorporated herein by reference, Cascade objects to this interrogatory to the extent it seeks competitively sensitive and proprietary financial information that extends beyond the scope of the claims and defenses at issue in this action. Cascade further objects to the extent this interrogatory seeks detailed financial information that is not reasonably calculated to lead to the discovery of admissible evidence. Subject to and without waiving the foregoing objections, Cascade responds as follows:
RESPONSE: Cascade allocated a total budget of approximately $4.2 million for supplier transition costs associated with Project Atlas. These costs included expenses for supplier evaluation and due diligence, travel and site visits to supplier facilities, contract negotiation and legal review, systems integration and supplier onboarding into Cascade's enterprise resource planning and procurement platforms, initial product testing and quality assurance, and logistics setup for new supply relationships. The budget was funded entirely from Cascade's general operating funds and was approved by Chief Financial Officer Raj Subramanian in or about February 2021, following review and recommendation by Lena Torvik, Senior Vice President of Supply Chain & Procurement.
INTERROGATORY NO. 4
INTERROGATORY: For each of the three supplier relationships at issue — Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., and Orion Lifestyle Brands Corp. — identify the date on which Cascade first initiated contact with each supplier, the Cascade personnel who initiated such contact, and the method of initial contact.
OBJECTIONS: In addition to the General Objections, which are incorporated herein by reference, Cascade asserts no further specific objections to this interrogatory.
RESPONSE:
Hemsworth Consumer Products LLC: Cascade's initial contact with Hemsworth Consumer Products LLC ("Hemsworth") was made by Annika Bergström, Vice President of Strategic Sourcing, in or about March 2021. The initial contact was made via email directed to Janet Kohler, Chief Executive Officer of Hemsworth, at Hemsworth's principal offices located at 4720 NW Yeon Avenue, Portland, Oregon 97210. The purpose of the initial outreach was to explore a potential supply arrangement for home goods and kitchen accessories, consistent with Project Atlas's objective of identifying and onboarding new suppliers in the home goods category.
Tridale Manufacturing Inc.: Cascade's initial contact with Tridale Manufacturing Inc. ("Tridale") was made by Annika Bergström in or about April 2021. The initial contact was made via telephone to Gregory Fontaine, President of Tridale, at Tridale's offices located at 6300 South Pecos Road, Suite 210, Las Vegas, Nevada 89120. The purpose of the initial outreach was to explore a potential supply arrangement for consumer electronics accessories, consistent with Project Atlas's objective of identifying and onboarding new suppliers in the consumer electronics accessories category.
Orion Lifestyle Brands Corp.: Cascade's initial contact with Orion Lifestyle Brands Corp. ("Orion") was made by Annika Bergström in or about March 2021. The initial contact was made via email directed to Simone Alvarez, Chief Executive Officer of Orion, at Orion's principal offices located at 1900 Avenue of the Stars, Suite 1050, Los Angeles, California 90067. The purpose of the initial outreach was to explore a potential supply arrangement for personal care and wellness products, consistent with Project Atlas's objective of identifying and onboarding new suppliers in the personal care and wellness category.
INTERROGATORY NO. 5
INTERROGATORY: For each of the three suppliers identified in Interrogatory No. 4, state the date on which a supply agreement was executed between Cascade and each supplier, the term of each agreement, and the annual purchase commitment under each agreement.
OBJECTIONS: In addition to the General Objections, which are incorporated herein by reference, Cascade objects to this interrogatory to the extent it seeks disclosure of the full terms and conditions of Cascade's supply agreements with Hemsworth, Tridale, and Orion, which contain competitively sensitive proprietary business information. Subject to and without waiving this objection, Cascade responds as to the specific terms requested — execution date, term, and annual purchase commitment — as follows:
RESPONSE:
Orion Lifestyle Brands Corp.: A supply agreement between Cascade and Orion was executed on May 10, 2021. The agreement has a term of four (4) years, with an annual purchase commitment by Cascade of Thirty-One Million Dollars ($31,000,000).
Hemsworth Consumer Products LLC: A supply agreement between Cascade and Hemsworth was executed on June 1, 2021. The agreement has a term of five (5) years, with an annual purchase commitment by Cascade of Twenty-Eight Million Dollars ($28,000,000).
Tridale Manufacturing Inc.: A supply agreement between Cascade and Tridale was executed on August 15, 2021. The agreement has a term of three (3) years, with an annual purchase commitment by Cascade of Nineteen Million Five Hundred Thousand Dollars ($19,500,000).
INTERROGATORY NO. 6
INTERROGATORY: State whether, at the time Cascade entered into each of the supply agreements identified in Interrogatory No. 5, Cascade had knowledge that Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., or Orion Lifestyle Brands Corp. was party to an exclusive supply agreement with Vantor Holdings Corp., and if so, describe the nature and source of such knowledge.
OBJECTIONS: In addition to the General Objections, which are incorporated herein by reference, Cascade objects to this interrogatory to the extent it calls for a legal conclusion regarding the meaning and legal significance of the term "knowledge" as applied to the facts and circumstances of this case. Subject to and without waiving this objection, Cascade responds as follows:
RESPONSE: Cascade did not have actual knowledge of the specific exclusivity provisions in any supply agreement between Vantor and any of the three suppliers — Hemsworth, Tridale, or Orion — at the time Cascade entered into its respective supply agreements with each supplier.
Cascade was generally aware that the three suppliers had existing business relationships with various wholesale distributors, specialty retailers, and other customers in the consumer goods industry, as is common and expected in the normal course of the consumer goods marketplace. This general awareness, however, did not extend to knowledge of the specific terms, conditions, or provisions — including any exclusivity provisions — of any agreements between these suppliers and Vantor or any other party. Cascade did not seek, and was not provided with, information about the specific contractual obligations that Hemsworth, Tridale, or Orion may have had with Vantor or with any other customer.
At no time prior to or during the negotiation and execution of Cascade's supply agreements did any Cascade employee request, obtain, receive, or review copies of the Vantor–Hemsworth, Vantor–Tridale, or Vantor–Orion supply agreements, or any summaries, term sheets, or descriptions of the material terms of such agreements.
INTERROGATORY NO. 7
INTERROGATORY: Identify all documents, communications, or other materials reviewed or considered by Cascade personnel in connection with the decision to enter into supply agreements with Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., and Orion Lifestyle Brands Corp.
OBJECTIONS: In addition to the General Objections, which are incorporated herein by reference, Cascade objects to this interrogatory as overbroad and unduly burdensome. The decision-making process for the supply agreements at issue involved the review of thousands of documents across multiple departments, including procurement, finance, legal, supply chain operations, quality assurance, and executive management. Identification and description of every document "reviewed or considered" in connection with these decisions would impose an extraordinary burden disproportionate to the needs of this case. Cascade further objects to the extent this interrogatory seeks identification of documents protected by the attorney-client privilege or the attorney work product doctrine, including but not limited to legal advice and analysis provided by David Pruitt, General Counsel, and by outside counsel at Calderwood & Harkness LLP, in connection with the negotiation, review, and execution of the supply agreements at issue. Subject to and without waiving the foregoing objections, Cascade responds as follows:
RESPONSE: Documents and materials reviewed and considered in connection with the decision to enter into supply agreements with Hemsworth, Tridale, and Orion included, but were not limited to, the following categories:
(a) Product catalogs, product specification sheets, and physical product samples provided by each supplier;
(b) Financial analyses prepared by Cascade's finance and procurement teams assessing the proposed supplier transition costs within the Project Atlas budget, including projected return on investment and cost-benefit analyses;
(c) Market research reports on the home goods, consumer electronics accessories, and personal care and wellness product categories, prepared by third-party market research firms and Cascade's internal market intelligence team;
(d) Pricing proposals, term sheets, and draft supply agreements submitted by Hemsworth, Tridale, and Orion during the negotiation process;
(e) Internal procurement committee presentations and memoranda summarizing the proposed supplier relationships for review and approval by Cascade's leadership;
(f) Due diligence materials regarding each supplier's manufacturing capabilities, production capacity, quality control standards, regulatory compliance history, fulfillment and logistics capacity, and financial stability;
(g) Supplier reference checks and industry reputation assessments; and
(h) Internal communications among the Project Atlas team regarding the evaluation and selection of prospective suppliers.
Cascade has produced, and continues to produce, responsive non-privileged documents as part of its document production in this action, designated as CASCADEDOCS000001 through CASCADEDOCS078412. As of the date of these responses, Cascade has collected a total of 452,316 documents from custodians and non-custodial data sources, has completed review of 198,740 documents, and has produced 78,412 documents. The review and production process is ongoing. Privileged documents have been identified and logged on Cascade's privilege log, which has been produced and is being supplemented on a rolling basis in accordance with the parties' stipulation and the Court's discovery order.
INTERROGATORY NO. 8
INTERROGATORY: Identify all communications between any Cascade employee and any representative of Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., or Orion Lifestyle Brands Corp. that reference or relate to Vantor Holdings Corp.
OBJECTIONS: In addition to the General Objections, which are incorporated herein by reference, Cascade asserts no further specific objections to this interrogatory.
RESPONSE: Based on Cascade's reasonable search and investigation to date, including review of email communications, instant messages, and other electronically stored information from relevant custodians, Cascade is not aware of any communications between Cascade employees and representatives of Hemsworth, Tridale, or Orion that specifically reference Vantor Holdings Corp. or Vantor's exclusive supply agreements with any of these three suppliers.
Cascade notes, however, that its review of the 2,847 internal Project Atlas emails has identified 14 emails among the Project Atlas team that reference Vantor's existing supplier relationships in general terms. These 14 emails are internal Cascade communications exchanged among Cascade employees; they are not communications between Cascade employees and representatives of any of the three suppliers. The substance of these internal communications is addressed further in Cascade's response to Interrogatory No. 9 below. Importantly, none of these 14 internal emails discusses, references, or analyzes any specific contractual terms — including exclusivity provisions — of Vantor's agreements with Hemsworth, Tridale, or Orion.
Cascade will supplement this response if additional responsive communications between Cascade employees and representatives of Hemsworth, Tridale, or Orion that reference Vantor are identified in the course of ongoing document review and discovery.
INTERROGATORY NO. 9
INTERROGATORY: Describe in detail the 14 internal Cascade communications referenced in Vantor's review of Project Atlas documents that mention Vantor's supplier relationships, including the date, author, recipients, and substance of each communication.
OBJECTIONS: In addition to the General Objections, which are incorporated herein by reference, Cascade objects to this interrogatory to the extent it is premature, as the referenced communications are the subject of ongoing document production and review. Cascade further objects to the extent any of these communications, or portions thereof, are protected by the attorney-client privilege or the attorney work product doctrine. To the extent any of these communications include or attach legal analyses, strategy memoranda, or communications to or from counsel, such portions are privileged and are not described herein. Subject to and without waiving the foregoing objections, Cascade responds as follows:
RESPONSE: Cascade's review of electronically stored information from Project Atlas custodians has identified 14 internal emails among Project Atlas team members that reference Vantor's existing supplier relationships. These emails were authored by or exchanged among members of the procurement and sourcing team, including Annika Bergström, Vice President of Strategic Sourcing, and other Project Atlas participants.
The substance of these 14 emails generally consists of market-landscape analyses and competitive assessments identifying which suppliers in the home goods, consumer electronics accessories, and personal care and wellness product categories had existing business relationships with competing retailers, wholesale distributors, and other market participants, including Vantor. The references to Vantor in these communications were made in the ordinary course of Cascade's assessment of the competitive landscape and supplier availability as part of the Project Atlas initiative. These references were not made for the purpose of targeting Vantor's specific suppliers, interfering with Vantor's contractual relationships, or inducing any supplier to breach any contractual obligation owed to Vantor.
None of the 14 internal emails references, discusses, analyzes, or attaches any contract, term sheet, or other document reflecting the terms of any agreement between Vantor and any supplier, including any exclusivity provisions. The emails reflect routine competitive intelligence gathering of the type regularly undertaken by retail companies in the consumer goods industry when evaluating the supplier landscape.
Cascade has produced, or will produce on a rolling basis, all non-privileged responsive documents, including the 14 internal emails described above, as part of Cascade's document production in this action. Cascade refers Vantor to its document production for the full text of these communications. To the extent any responsive communications are withheld on grounds of privilege, such communications have been or will be identified on Cascade's privilege log.
INTERROGATORY NO. 10
INTERROGATORY: State whether any Cascade employee was aware, at any time prior to the filing of Vantor's complaint on September 7, 2021, that Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., or Orion Lifestyle Brands Corp. had an obligation to supply products exclusively to Vantor.
OBJECTIONS: In addition to the General Objections, which are incorporated herein by reference, Cascade asserts no further specific objections to this interrogatory.
RESPONSE: No. Based on a reasonable and diligent inquiry of relevant Cascade personnel and available records, no Cascade employee had actual knowledge, at any time prior to September 7, 2021, that any of the three suppliers — Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., or Orion Lifestyle Brands Corp. — had a contractual obligation to supply products exclusively to Vantor Holdings Corp. or was otherwise bound by an exclusivity provision in any agreement with Vantor.
Cascade first learned of the alleged exclusivity provisions in Vantor's supplier agreements upon receipt and review of Vantor's Complaint, which was filed on September 7, 2021 and served on Cascade on September 14, 2021.
INTERROGATORY NO. 11
INTERROGATORY: Identify all due diligence conducted by Cascade regarding the existing contractual commitments of Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., and Orion Lifestyle Brands Corp. prior to entering into supply agreements with each supplier.
OBJECTIONS: In addition to the General Objections, which are incorporated herein by reference, Cascade objects to this interrogatory to the extent the term "due diligence" is vague, ambiguous, and undefined, and could be construed to encompass any and all activities undertaken by Cascade in connection with its evaluation of prospective suppliers, regardless of whether such activities were directed at the suppliers' existing contractual commitments. Subject to and without waiving this objection, Cascade responds as follows:
RESPONSE: Cascade's standard supplier onboarding and due diligence process is designed to evaluate a prospective supplier's suitability as a business partner across several dimensions, including manufacturing capacity and scalability, financial stability and creditworthiness, product quality and consistency, regulatory compliance history (including compliance with applicable consumer product safety, labeling, and environmental regulations), fulfillment and logistics capabilities, and track record of on-time delivery and customer service. This standard process does not customarily include review of, or inquiry into, a prospective supplier's existing contracts with other customers, as Cascade respects the confidentiality and proprietary nature of such commercial arrangements and recognizes that suppliers are generally not at liberty to disclose the terms of their agreements with third parties.
With respect to Hemsworth, Tridale, and Orion specifically, Cascade conducted its standard due diligence process as described above. At no point during this process did Cascade request, and at no point did Cascade receive, copies of any supply agreements, term sheets, letters of intent, or other contractual documentation between any of these three suppliers and their other customers, including Vantor Holdings Corp. Cascade did not ask any of the three suppliers whether they were subject to exclusivity provisions, non-compete restrictions, or other limitations on their ability to supply products to Cascade or to any other party.
Each of the three suppliers independently represented to Cascade during the course of negotiations that it was willing and able to enter into the proposed supply arrangements with Cascade. Cascade relied on these representations in good faith.
INTERROGATORY NO. 12
INTERROGATORY: State whether Cascade made any inducements, promises, or offers of consideration to Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., or Orion Lifestyle Brands Corp. beyond the terms of the supply agreements identified in Interrogatory No. 5, in order to persuade any of these suppliers to enter into agreements with Cascade.
OBJECTIONS: In addition to the General Objections, which are incorporated herein by reference, Cascade asserts no further specific objections to this interrogatory.
RESPONSE: No. Cascade did not make any inducements, promises, or offers of consideration — whether financial, contractual, or otherwise — to Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., or Orion Lifestyle Brands Corp. beyond the arms-length terms and conditions set forth in the executed supply agreements identified in Cascade's response to Interrogatory No. 5. Each supply agreement was negotiated on commercially reasonable terms reflecting fair market value, consistent with prevailing pricing and contractual norms in the consumer goods industry.
The suppliers independently chose to enter into supply agreements with Cascade based on the business merits of the proposed arrangements. Cascade's supply agreements offered each supplier competitive commercial terms, including higher annual purchase commitments than those reflected in the suppliers' agreements with Vantor, longer contract terms providing greater revenue certainty, and the opportunity to supply products to Cascade's extensive multi-channel retail and e-commerce platform. Cascade did not offer, promise, or provide any payments, bonuses, signing fees, equity interests, or other consideration to any supplier representative, nor did Cascade offer any form of indemnification for potential claims related to the suppliers' other contractual relationships.
INTERROGATORY NO. 13
INTERROGATORY: State whether Cascade was aware that any of the three suppliers identified in Interrogatory No. 4 had exercised or intended to exercise a termination-for-convenience provision in their respective agreements with Vantor, and if so, state when and how Cascade became aware of such termination.
OBJECTIONS: In addition to the General Objections, which are incorporated herein by reference, Cascade asserts no further specific objections to this interrogatory.
RESPONSE: Cascade did not have specific knowledge at the time of contracting with any of the three suppliers of whether any supplier had exercised, or intended to exercise, a termination-for-convenience provision in any agreement with Vantor. The termination decisions of Hemsworth, Tridale, and Orion with respect to their respective agreements with Vantor were decisions made independently by those suppliers, without direction, encouragement, or involvement by Cascade.
Cascade learned of the suppliers' exercise of their respective termination-for-convenience rights during the course of this litigation, through the review of documents and information produced in discovery. Based on that discovery, Cascade understands the following:
(a) The Vantor–Hemsworth supply agreement, executed on or about March 15, 2019, with an expiration date of March 14, 2022, contained a 90-day termination-for-convenience notice period, permitting either party to terminate the agreement upon 90 days' prior written notice.
(b) The Vantor–Tridale supply agreement, executed on or about January 10, 2020, with an expiration date of January 9, 2022, contained a 60-day termination-for-convenience notice period, permitting either party to terminate the agreement upon 60 days' prior written notice.
(c) The Vantor–Orion supply agreement, executed on or about July 1, 2018, with an expiration date of June 30, 2022, contained a 120-day termination-for-convenience notice period, permitting either party to terminate the agreement upon 120 days' prior written notice.
Each of these termination-for-convenience provisions was a negotiated contractual right that the suppliers were entitled to exercise in their discretion, and each supplier exercised that right of its own volition.
INTERROGATORY NO. 14
INTERROGATORY: Describe Cascade's understanding of the term, scope, and conditions of each of the three exclusive supply agreements between Vantor and Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., and Orion Lifestyle Brands Corp.
OBJECTIONS: In addition to the General Objections, which are incorporated herein by reference, Cascade objects to this interrogatory to the extent it calls for a legal conclusion regarding the interpretation, construction, or characterization of agreements to which Cascade is not a party and which Cascade had no involvement in negotiating, drafting, or executing. Subject to and without waiving this objection, Cascade responds as follows:
RESPONSE: At the time Cascade entered into its supply agreements with Hemsworth, Tridale, and Orion, Cascade had no understanding of the terms, scope, or conditions of any exclusive supply agreement between Vantor and any of these three suppliers, because Cascade was not aware of the existence of such agreements or their specific terms, including any exclusivity provisions, as set forth in Cascade's responses to Interrogatory Nos. 6 and 10 above.
Cascade has since reviewed the following agreements, which were produced by Vantor and the three suppliers in the course of discovery in this action:
Vantor–Hemsworth Supply Agreement: This agreement has a three (3)-year term, was executed on or about March 15, 2019, and has an expiration date of March 14, 2022. The agreement contains a minimum annual purchase commitment by Vantor of Twelve Million Five Hundred Thousand Dollars ($12,500,000). The agreement includes a 90-day termination-for-convenience notice period. The agreement contains a provision described by Vantor as an "exclusive supply" provision, the scope and enforceability of which are disputed.
Vantor–Tridale Supply Agreement: This agreement has a two (2)-year term, was executed on or about January 10, 2020, and has an expiration date of January 9, 2022. The agreement contains a minimum annual purchase commitment by Vantor of Eight Million Three Hundred Thousand Dollars ($8,300,000). The agreement includes a 60-day termination-for-convenience notice period. The agreement contains a provision described by Vantor as an "exclusive supply" provision, the scope and enforceability of which are disputed.
Vantor–Orion Supply Agreement: This agreement has a four (4)-year term, was executed on or about July 1, 2018, and has an expiration date of June 30, 2022. The agreement contains a minimum annual purchase commitment by Vantor of Fourteen Million Six Hundred Thousand Dollars ($14,600,000). The agreement includes a 120-day termination-for-convenience notice period. The agreement contains a provision described by Vantor as an "exclusive supply" provision, the scope and enforceability of which are disputed.
Cascade reserves all rights to challenge the scope, validity, and enforceability of the alleged exclusivity provisions in each of these agreements.
INTERROGATORY NO. 15
INTERROGATORY: Identify all Cascade employees who had any direct communication with Rick Ellsworth, Patricia Sung, Thomas Brennecke, Deborah Marcelino, or any other officer, director, or employee of Vantor Holdings Corp. at any time from January 1, 2020 to the present, and describe the substance of each such communication.
OBJECTIONS: In addition to the General Objections, which are incorporated herein by reference, Cascade objects to this interrogatory as overbroad in temporal scope, covering a period of more than two years, including periods substantially predating the events at issue in this action. Cascade further objects to this interrogatory as overbroad to the extent it seeks identification of communications with "any other officer, director, or employee of Vantor Holdings Corp.," without limitation or specificity, which would require Cascade to search for and identify any possible communication with any of the hundreds of individuals who may have been employed by Vantor during the relevant period. Subject to and without waiving these objections, Cascade responds as to the specifically named individuals as follows:
RESPONSE: Based on a reasonable inquiry of relevant Cascade personnel and available records, Cascade is not aware of any direct communications between any Cascade employee and Richard "Rick" Ellsworth (Founder and Chief Executive Officer of Vantor), Patricia Sung (Chief Operating Officer of Vantor), Thomas Brennecke (Vice President of Supplier Relations of Vantor), or Deborah Marcelino (Chief Financial Officer of Vantor) during the period from January 1, 2020 to the present.
Cascade and Vantor operate in overlapping but distinct market segments. Cascade operates as a multi-channel retailer with a network of over 340 retail locations and a direct-to-consumer e-commerce platform, while Vantor operates principally as a wholesale distributor and specialty retailer with approximately 85 retail locations. Cascade is not aware of any direct business dealings, commercial transactions, or substantive communications between the companies during the relevant period.
INTERROGATORY NO. 16
INTERROGATORY: State whether Cascade has, at any time, engaged in discussions, negotiations, or entered into agreements with any supplier that had an existing exclusive supply agreement with Vantor, other than Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., and Orion Lifestyle Brands Corp.
OBJECTIONS: In addition to the General Objections, which are incorporated herein by reference, Cascade objects to this interrogatory as overbroad and unduly burdensome. Cascade maintains business relationships with hundreds of suppliers across numerous product categories, and Cascade cannot reasonably be expected to determine whether each current or former supplier has or had an exclusive supply agreement with Vantor Holdings Corp. Cascade is not a party to any agreement between Vantor and its suppliers, and Cascade does not have access to Vantor's contracts or knowledge of the full scope of Vantor's supplier relationships. Cascade further objects to the extent this interrogatory is not reasonably calculated to lead to the discovery of admissible evidence relevant to the claims or defenses in this action. Subject to and without waiving these objections, Cascade responds as follows:
RESPONSE: Cascade is not aware of having engaged in discussions, negotiations, or entered into agreements with any supplier that was known to Cascade to have had an existing exclusive supply agreement with Vantor Holdings Corp., other than Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., and Orion Lifestyle Brands Corp. As stated in Cascade's responses to prior interrogatories, Cascade does not, as a matter of course, inquire into the contractual arrangements between its prospective or current suppliers and their other customers, and Cascade therefore lacks the information necessary to identify any supplier that may have had an exclusive supply agreement with Vantor.
INTERROGATORY NO. 17
INTERROGATORY: Describe Cascade's policies and procedures, if any, regarding due diligence into the existing contractual commitments of prospective suppliers.
OBJECTIONS: In addition to the General Objections, which are incorporated herein by reference, Cascade asserts no further specific objections to this interrogatory.
RESPONSE: Cascade's standard supplier onboarding and due diligence process is focused on evaluating a prospective supplier's fitness and suitability as a business partner along several key dimensions. These dimensions include, but are not limited to: (a) manufacturing capacity, scalability, and production reliability; (b) financial stability, creditworthiness, and business continuity risk; (c) product quality, consistency, and compliance with Cascade's quality assurance standards; (d) regulatory compliance history, including compliance with applicable consumer product safety, labeling, environmental, and labor regulations; (e) supply chain and logistics capabilities, including fulfillment capacity, warehousing, and on-time delivery performance; and (f) industry reputation and customer references.
Cascade does not have a formal policy requiring inquiry into, or review of, a prospective supplier's existing contracts, agreements, or commitments with other customers. Such contracts are generally considered confidential and proprietary to the parties thereto, and Cascade respects the commercial confidentiality of third-party arrangements. Cascade relies on representations from prospective suppliers regarding their availability, capacity, and willingness to enter into and perform proposed supply arrangements. To the extent a prospective supplier is subject to contractual restrictions that would limit or preclude its ability to supply products to Cascade, Cascade expects the supplier to disclose such restrictions during the course of negotiations and to refrain from entering into agreements that would conflict with its existing contractual obligations.
INTERROGATORY NO. 18
INTERROGATORY: State the total number of suppliers that Cascade has onboarded as part of Project Atlas, and for each supplier, provide the supplier's name, the date of the supply agreement, and the product category.
OBJECTIONS: In addition to the General Objections, which are incorporated herein by reference, Cascade objects to this interrogatory as overbroad to the extent it seeks detailed information regarding all suppliers onboarded under the Project Atlas initiative, the vast majority of which have no connection to, and are not relevant to, the claims asserted by Vantor in this action. Disclosure of the identities and contractual terms of all suppliers onboarded under Project Atlas would reveal competitively sensitive and proprietary information concerning Cascade's supplier network, sourcing strategy, and business operations that is unrelated to the dispute between the parties. Subject to and without waiving the foregoing objections, Cascade responds as follows:
RESPONSE: Project Atlas targeted the identification and onboarding of approximately 25 new suppliers across three primary product categories: home goods, consumer electronics accessories, and personal care and wellness products.
Among the suppliers onboarded as part of the Project Atlas initiative were the three suppliers at issue in this action:
(1) Orion Lifestyle Brands Corp. — Supply agreement executed May 10, 2021; product category: personal care and wellness products.
(2) Hemsworth Consumer Products LLC — Supply agreement executed June 1, 2021; product category: home goods and kitchen accessories.
(3) Tridale Manufacturing Inc. — Supply agreement executed August 15, 2021; product category: consumer electronics accessories.
Cascade objects to providing detailed information regarding the remaining suppliers onboarded under Project Atlas, on the grounds that such information is competitively sensitive, proprietary, and not relevant to the claims and defenses at issue in this action. Cascade notes, however, that the Court's ruling of August 3, 2022 on Vantor's motion to compel may bear on the scope of permissible discovery regarding additional supplier relationships within the Project Atlas initiative. Cascade will comply with any orders of the Court regarding expanded discovery on this issue.
INTERROGATORY NO. 19
INTERROGATORY: Identify all persons at Cascade who have knowledge of facts relevant to Vantor's claims in this action, and for each person, describe the subject matter of that person's knowledge.
OBJECTIONS: In addition to the General Objections, which are incorporated herein by reference, Cascade objects to this interrogatory to the extent it calls for a legal conclusion regarding what facts are "relevant" to Vantor's claims, and to the extent it requires Cascade to identify every individual who may possess any information of potential relevance. Subject to and without waiving this objection, Cascade responds as follows:
RESPONSE: Based on Cascade's investigation to date, the following individuals at Cascade have knowledge of facts relevant to the claims asserted by Vantor in this action:
Annika Bergström, Vice President of Strategic Sourcing — Ms. Bergström has knowledge of the following subject matters: the planning, development, and implementation of Project Atlas; supplier outreach, evaluation, and negotiations with Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., and Orion Lifestyle Brands Corp.; internal communications regarding potential suppliers and the competitive landscape; the selection criteria and evaluation process for Project Atlas suppliers; and the negotiation and execution of supply agreements with the three suppliers at issue. Ms. Bergström is expected to serve as a primary fact witness for Cascade in this action.
Lena Torvik, Senior Vice President of Supply Chain & Procurement — Ms. Torvik has knowledge of: the overall strategy, objectives, and budget for Project Atlas; the decision-making process for selecting and approving new suppliers; the executive oversight and approval chain for supplier agreements; and Cascade's supply chain operations and supplier diversification efforts generally.
David Pruitt, General Counsel & Corporate Secretary — Mr. Pruitt has knowledge of: the legal review of proposed supply agreements with Hemsworth, Tridale, and Orion; the implementation of the litigation hold and document preservation protocols following receipt of Vantor's complaint; and communications with outside counsel regarding this action. To the extent Mr. Pruitt's knowledge derives from or relates to privileged communications or attorney work product, such knowledge is protected from disclosure.
Margaret Prumvane, Chief Executive Officer & President — Ms. Prumvane has knowledge of: the approval and launch of the Project Atlas initiative; high-level strategic direction regarding Cascade's supplier diversification and competitive strategy; and executive-level communications regarding the initiative.
Raj Subramanian, Chief Financial Officer — Mr. Subramanian has knowledge of: the budget approval process for Project Atlas, including the $4.2 million allocation for supplier transition costs; the financial impact of new supplier agreements on Cascade's operations; and financial analyses prepared in connection with the initiative.
In addition to the foregoing individuals, additional members of Cascade's procurement team and supply chain analytics group may possess relevant knowledge. Cascade is continuing its investigation and will supplement this response as further information becomes available and as additional individuals with relevant knowledge are identified.
INTERROGATORY NO. 20
INTERROGATORY: State whether Cascade contends that Vantor has failed to mitigate its alleged damages, and if so, describe the factual basis for that contention.
OBJECTIONS: In addition to the General Objections, which are incorporated herein by reference, Cascade asserts no further specific objections to this interrogatory.
RESPONSE: Yes. Cascade contends that Vantor failed to take reasonable steps to mitigate its alleged damages arising from the termination of the Hemsworth, Tridale, and Orion supply relationships. Cascade's affirmative defense of failure to mitigate is based on the following factual contentions:
First, the consumer goods industry — including the home goods, consumer electronics accessories, and personal care and wellness product categories at issue — is characterized by a large and diverse pool of suppliers. Numerous alternative manufacturers and distributors operate in each of the relevant product categories, and Vantor could have, and should have, sought and obtained replacement suppliers upon learning that Hemsworth, Tridale, and Orion had exercised their termination-for-convenience rights under their respective supply agreements with Vantor.
Second, Vantor is a substantial enterprise with significant market presence and purchasing power. Vantor operates approximately 85 retail locations across California, Arizona, Nevada, and Oregon and reported annual revenues of approximately $1.1 billion for fiscal year 2021. A company of Vantor's size, market presence, and purchasing volume is well-positioned to attract and negotiate favorable terms with alternative suppliers in each of the affected product categories.
Third, the termination-for-convenience provisions in the three exclusive supply agreements at issue provided meaningful notice periods that afforded Vantor time to identify, evaluate, and engage replacement suppliers before the respective terminations became effective. Specifically, the Hemsworth agreement provided a 90-day notice period, the Tridale agreement provided a 60-day notice period, and the Orion agreement provided a 120-day notice period. These notice periods were designed to provide the non-terminating party with a reasonable transition window, and Vantor's failure to use that time productively to secure alternative supply arrangements constitutes a failure to mitigate.
Fourth, Cascade's damages expert, Dr. Vivian Ostrowski of Archer & Colvin Consulting Group, has conducted a preliminary analysis of the relevant product markets and has estimated that a failure-to-mitigate reduction of 40% to 55% of any proven damages is appropriate, based on the ready availability of alternative suppliers in each of the affected product categories and Vantor's demonstrated ability to leverage its market position to secure favorable supply terms. Dr. Ostrowski's analysis and opinions are preliminary and subject to finalization upon completion of expert discovery.
INTERROGATORY NO. 21
INTERROGATORY: State Cascade's contention regarding the amount of actual damages, if any, suffered by Vantor as a result of the conduct alleged in the Complaint.
OBJECTIONS: In addition to the General Objections, which are incorporated herein by reference, Cascade objects to this interrogatory to the extent it is premature, as expert discovery in this action has not been completed and Cascade's damages expert has not yet rendered a final opinion. Subject to and without waiving this objection, Cascade responds as follows:
RESPONSE: Cascade denies liability on all claims asserted in Vantor's Complaint and contends that Vantor has suffered no legally compensable damages attributable to any conduct by Cascade. To the extent, however, that the Court or a jury were to find Cascade liable on any claim, Cascade contends that Vantor's claimed damages of $87.4 million are grossly overstated, speculative, and unsupported by the evidence.
Vantor's damages expert, Dr. Harold Pryce of Meridian Forensic Economics LLC, has projected damages based on multi-year revenue streams extending well beyond the remaining terms of the Vantor–Hemsworth, Vantor–Tridale, and Vantor–Orion supply agreements at the time of the alleged interference. Dr. Pryce's damages model assumes, without factual foundation, that each of the three supplier agreements would have been renewed on identical or comparable terms for multiple additional renewal periods, and that Vantor would have maintained and expanded its sales of products sourced from these suppliers in perpetuity. These assumptions are speculative and contrary to the evidence, which shows that each agreement contained a termination-for-convenience provision exercisable by either party, and that none of the agreements guaranteed renewal beyond the initial term.
Cascade's preliminary assessment, which is subject to finalization upon completion of expert analysis by Dr. Vivian Ostrowski, is that actual provable damages — if any — would be limited to lost profits during the remaining exclusive terms of the respective supply agreements at the time of the alleged interference. Based on the execution dates of Cascade's supply agreements, the remaining exclusive terms were approximately as follows:
(a) Hemsworth agreement: Approximately 9 months remaining (from the date of Cascade's agreement with Hemsworth on June 1, 2021 through the Vantor–Hemsworth expiration date of March 14, 2022);
(b) Tridale agreement: Approximately 5 months remaining (from the date of Cascade's agreement with Tridale on August 15, 2021 through the Vantor–Tridale expiration date of January 9, 2022);
(c) Orion agreement: Approximately 13 months remaining (from the date of Cascade's agreement with Orion on May 10, 2021 through the Vantor–Orion expiration date of June 30, 2022).
On this basis, and applying appropriate calculations of lost profits during the remaining terms, Cascade's expert estimates actual provable damages in the range of $6.1 million to $11.3 million. This range would be further reduced by 40% to 55% to account for Vantor's failure to mitigate, as described in Cascade's response to Interrogatory No. 20 above.
INTERROGATORY NO. 22
INTERROGATORY: State whether Cascade has insurance coverage potentially applicable to the claims asserted by Vantor in this action, and if so, identify the insurer, policy number, and type of coverage.
OBJECTIONS: In addition to the General Objections, which are incorporated herein by reference, Cascade asserts no further specific objections to this interrogatory.
RESPONSE: Yes. Cascade has notified its insurer, Pinnacle National Insurance Co., of the claims asserted by Vantor in this action. The applicable policy is a commercial general liability insurance policy, Policy No. PNG-CGL-2021-04487. Coverage under the policy is subject to the terms, conditions, exclusions, and limitations set forth therein. Coverage determinations with respect to the specific claims asserted in this action remain ongoing between Cascade and Pinnacle National Insurance Co. Cascade reserves all of its rights under the applicable policy.
INTERROGATORY NO. 23
INTERROGATORY: Describe any competitive analyses, market studies, or strategic assessments prepared by or for Cascade that reference Vantor Holdings Corp. or its business operations, products, or supplier relationships.
OBJECTIONS: In addition to the General Objections, which are incorporated herein by reference, Cascade objects to this interrogatory as overbroad to the extent it seeks identification and description of all competitive analyses, market studies, or strategic assessments of any kind, prepared over any period of time, that may contain any reference to Vantor Holdings Corp. Cascade's strategic sourcing and market intelligence teams regularly prepare competitive landscape analyses and market assessments that may reference numerous competitors and market participants, and the scope of this interrogatory is unreasonably broad. Cascade further objects to the extent any responsive documents or analyses are protected by the attorney-client privilege or the attorney work product doctrine, including analyses prepared at the direction of counsel in anticipation of litigation. Subject to and without waiving the foregoing objections, Cascade responds as follows:
RESPONSE: In the ordinary course of business, Cascade's strategic sourcing and market intelligence teams prepare competitive landscape analyses and market assessments that may reference various competitors, wholesale distributors, specialty retailers, and other market participants operating in the home goods, consumer electronics accessories, and personal care and wellness product categories. Vantor Holdings Corp. may be referenced in such analyses as a participant and competitor in one or more of these market segments.
As described in Cascade's response to Interrogatory No. 9, the 14 internal Project Atlas emails that reference Vantor's existing supplier relationships consist of competitive landscape assessments that identified which suppliers in the relevant product categories had existing relationships with competing retailers and distributors. These references to Vantor were made in the context of routine competitive intelligence gathering and were not part of any plan

SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF LOS ANGELES

VANTOR HOLDINGS CORP.,

CASCADE RETAIL HOLDINGS INC.,

PRELIMINARY STATEMENT

GENERAL OBJECTIONS

INTERROGATORY NO. 1

INTERROGATORY NO. 2

INTERROGATORY NO. 3

INTERROGATORY NO. 4

RESPONSE:

INTERROGATORY NO. 5

RESPONSE:

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

Record

Parties

Dates

Amounts