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
DEFENDANT CASCADE RETAIL HOLDINGS INC.'S RESPONSES TO PLAINTIFF VANTOR HOLDINGS CORP.'S FIRST SET OF REQUESTS FOR PRODUCTION OF DOCUMENTS
(SET ONE, NOS. 1–35)
I. PRELIMINARY STATEMENT
Defendant Cascade Retail Holdings Inc. ("Cascade" or "Defendant"), a Delaware corporation with its principal place of business and corporate headquarters located at 2200 Elliott Avenue West, Suite 1400, Seattle, Washington 98119, and publicly traded on the Nasdaq Global Select Market under the ticker symbol "CRHI," by and through its attorneys of record, Calderwood & Harkness LLP, 600 South Grand Avenue, Suite 3200, Los Angeles, California 90071, hereby responds to the First Set of Requests for Production of Documents, Nos. 1 through 35, propounded by Plaintiff Vantor Holdings Corp. ("Vantor" or "Plaintiff") upon Cascade.
These responses are made pursuant to California Code of Civil Procedure sections 2031.210 through 2031.320, inclusive, and are based upon information reasonably available to Cascade as of the date of these responses. Cascade has endeavored to respond to each request fully and in good faith, consistent with its obligations under the California discovery Act and the Court's scheduling order entered January 14, 2022.
These responses are made without waiver of any objections, including but not limited to objections based on the attorney-client privilege, the attorney work product doctrine (California Code of Civil Procedure § 2018.010 et seq.), relevance, overbreadth, vagueness, ambiguity, undue burden, oppression, proportionality to the needs of the case, third-party privacy rights, trade secret protections, and any other applicable privilege, immunity, or protection. The assertion of any specific objection to a particular request does not constitute a waiver of any other objection that could be raised with respect to that request or any other request. Similarly, the provision of a response to any request, notwithstanding any objection, shall not constitute a waiver of any objection stated therein or that could otherwise be raised.
Cascade expressly reserves the right to amend, supplement, or correct these responses as additional information becomes available through ongoing document review, further investigation, or as new facts or circumstances come to light. Cascade's document review is ongoing as of the date of these responses, and Cascade anticipates producing additional documents on a rolling basis consistent with the schedule set forth below and the Court's scheduling order.
To date, in connection with the discovery obligations in this action, Cascade has undertaken a diligent search and reasonable inquiry of relevant custodial and non-custodial sources of information. Specifically, Cascade has collected a total of 452,316 documents from relevant custodians and data sources. Of that total, 198,740 documents have been reviewed for responsiveness and privilege as of the date of these responses, and Cascade is producing 78,412 documents that are responsive to the requests contained herein and to other outstanding discovery obligations in this action. Cascade's document review team, in consultation with counsel, has applied search terms and review protocols agreed upon in the parties' ESI Protocol stipulation filed on March 10, 2022.
Pursuant to California Code of Civil Procedure section 2031.280, the documents produced herein are produced in the order in which they were kept in the ordinary course of business or, at Cascade's election, have been organized and labeled to correspond to the categories in the requests for production.
All documents responsive to these requests are being produced via the electronic discovery platform hosted by Krane Investigations LLC, located at 333 South Hope Street, Suite 1600, Los Angeles, California 90071 (Samuel Byrd, Project Manager, telephone: (213) 555-4120, email: sbyrd@kraneinvestigations.com). Documents are produced with load files in standard litigation production format, including metadata fields for custodian, date, document type, and other fields consistent with the parties' ESI Protocol.
Cascade's production is designated with the Bates prefix "CRH" followed by sequential six-digit numbering (e.g., CRH-000001). All documents designated as confidential or attorneys' eyes only are marked in accordance with the Stipulated Protective Order entered by the Court on February 28, 2022.
II. GENERAL OBJECTIONS
Cascade hereby asserts the following General Objections, which are incorporated by reference into each individual response set forth below. The assertion of a General Objection does not mean that the objection is applicable to every request; rather, each General Objection is asserted to the extent that it is applicable to any particular request.
1. Attorney-Client Privilege and Work Product Doctrine. Cascade objects to each and every request to the extent it calls for the production of documents or information that is protected by the attorney-client privilege and/or the attorney work product doctrine under California Code of Civil Procedure section 2018.010 et seq. and applicable case law. No document that is protected by any applicable privilege or immunity from disclosure will be produced. Documents withheld on the basis of privilege or work product protection have been or will be identified on a privilege log served in accordance with the scheduling order entered January 14, 2022. As of the date of these responses, Cascade has identified 3,214 entries of withheld or redacted documents on its privilege log, which was initially served on August 15, 2022, and updated on December 1, 2022, as required by the scheduling order. The withheld communications include, without limitation, communications with Cascade's General Counsel David Pruitt, communications with Cascade's outside litigation counsel Calderwood & Harkness LLP (including attorneys Douglas Carmichael, Francesca Morano, Yuki Nakamura, and Carlos Espinoza), communications with local counsel Wortham & Adair LLP (Diana Prescott, Partner), and communications with other legal advisors retained in connection with the matters at issue in this litigation. Privileged communications have been withheld in their entirety or redacted as appropriate to protect privileged content while disclosing non-privileged factual material.
2. Relevance and Proportionality. Cascade objects to each and every request to the extent it seeks documents that are not relevant to any party's claim or defense in this action or is not proportional to the needs of the case, as required by California Code of Civil Procedure section 2017.010 and the principles articulated by the courts of this state. In assessing proportionality, Cascade has considered the importance of the issues at stake in this action, the amount in controversy (Vantor claims damages of approximately $87.4 million), the parties' relative access to relevant information, the parties' resources, the importance of the discovery sought in resolving the issues in dispute, and whether the burden or expense of the proposed discovery outweighs its likely benefit. Cascade reserves the right to object to individual requests on relevance and proportionality grounds as set forth in its specific responses below.
3. Overbreadth and Undue Burden. Cascade objects to each and every request to the extent it is overbroad in scope, temporal range, or subject matter, or to the extent that compliance would impose an undue burden or expense on Cascade that is disproportionate to the needs of the case. Cascade is a large, publicly traded retail corporation that operates more than 340 retail locations across 22 states and maintains a major e-commerce platform, generating annual revenue of approximately $6.8 billion in fiscal year 2021. Cascade employs approximately 42,000 personnel across its retail operations, corporate offices, distribution centers, and fulfillment facilities. Requests that sweep in the entirety of Cascade's business operations, or that encompass categories of documents having no reasonable connection to the claims or defenses at issue, are objectionable on these grounds.
4. Vagueness and Ambiguity. Cascade objects to each and every request to the extent it uses terms that are vague, ambiguous, or undefined, such that Cascade cannot reasonably determine the scope of documents sought. Where Cascade has nevertheless responded to such requests, it has done so based on its reasonable interpretation of the request, and that interpretation shall not be deemed a concession that the request is sufficiently clear or that Cascade's interpretation is the only reasonable one.
5. Third-Party Privacy and Confidentiality. Cascade objects to each and every request to the extent it seeks information that is confidential, proprietary, or constitutes trade secrets belonging to Cascade or to third parties, including but not limited to suppliers, customers, employees, and business partners. Production of such information is subject to any protective order entered by the Court, including the Stipulated Protective Order entered on February 28, 2022. Cascade has applied confidentiality designations to produced documents as appropriate under that order.
6. Documents Equally Available. Cascade objects to each and every request to the extent it seeks documents that are equally available to Vantor, that are in the public domain, or that are in the possession, custody, or control of third parties and can be obtained directly from those third parties through appropriate discovery mechanisms. Cascade is not required to act as a conduit for the production of third-party documents.
7. Continuing Obligation. These responses are based on information reasonably available to Cascade as of the date hereof. Cascade's investigation and document review are ongoing. Cascade expressly reserves the right to supplement, amend, or correct these responses as additional information or documents become available, and will do so in accordance with its obligations under the California Code of Civil Procedure and the Court's scheduling order.
III. DEFINITIONS AND INTERPRETIVE NOTES
For purposes of these responses, the following terms shall have the meanings set forth below:
"Project Atlas" refers to the internal Cascade initiative launched in or about February 2021 to identify, evaluate, and onboard new suppliers across the home goods, consumer electronics accessories, and personal care product categories. Project Atlas was led by Annika Bergström, Vice President of Strategic Sourcing, who reported to Lena Torvik, Senior Vice President of Supply Chain & Procurement. The initiative was approved by Cascade's executive leadership team with an allocated budget of approximately $4.2 million, and its stated objective was to diversify Cascade's supplier base in key product categories to reduce supply chain concentration risk and improve cost competitiveness. The Project Atlas team identified and evaluated approximately 25 potential new suppliers during the relevant period.
"Supplier Agreements" refers to the three supply agreements at issue in this litigation, specifically: (a) the supply agreement between Cascade and Hemsworth Consumer Products LLC, executed on or about June 1, 2021; (b) the supply agreement between Cascade and Tridale Manufacturing Inc., executed on or about August 15, 2021; and (c) the supply agreement between Cascade and Orion Lifestyle Brands Corp., executed on or about May 10, 2021, each as identified in Vantor's Complaint filed September 7, 2021.
"Relevant Time Period" — Unless otherwise stated in a particular response, Cascade interprets each request as covering the period from January 1, 2020 through the date of filing of the Complaint, September 7, 2021, except where Cascade has agreed to broader date ranges or where a particular request specifies a different time period. To the extent any request seeks documents beyond the Relevant Time Period, Cascade objects on grounds of overbreadth and proportionality unless otherwise indicated in its specific response.
"Document" or "Documents" is interpreted by Cascade to have the meaning set forth in California Code of Civil Procedure section 2031.010(c) and as further defined in Vantor's requests.
"Communication" or "Communications" is interpreted to mean any transmission or exchange of information, whether oral or written, including but not limited to letters, emails, text messages, instant messages, voicemails, telephone calls, video conferences, and in-person conversations, to the extent documented or memorialized.
IV. RESPONSES TO INDIVIDUAL REQUESTS FOR PRODUCTION
REQUEST FOR PRODUCTION NO. 1
Request: All documents relating to the planning, development, approval, implementation, and/or execution of the initiative known as "Project Atlas."
Objections: Cascade objects to this request on the grounds of overbreadth to the extent the request seeks "all documents relating to" Project Atlas without limitation. Project Atlas was a broad strategic sourcing initiative that involved efforts to identify and evaluate approximately 25 potential new suppliers across multiple product categories, the vast majority of which have no connection whatsoever to Vantor or the claims asserted in this action. To require the production of all documents relating to every aspect of Project Atlas would impose an undue burden on Cascade and would result in the production of voluminous documents having no relevance to the issues in dispute. Cascade further objects on the grounds of attorney-client privilege and the work product doctrine to the extent that internal legal analyses of supplier transition risks, assessments of contractual exposure, and communications with legal counsel regarding the design and implementation of Project Atlas are implicated by this request. Cascade also objects on the grounds of confidential and proprietary business information to the extent Project Atlas materials contain trade secret or commercially sensitive information regarding Cascade's strategic sourcing plans unrelated to the three supplier relationships at issue.
Response: Subject to and without waiving the foregoing objections, Cascade will produce non-privileged documents relating to Project Atlas that are relevant to the three supplier relationships at issue in this litigation — namely, the relationships with Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., and Orion Lifestyle Brands Corp. The documents to be produced include, without limitation: (a) planning memoranda and project charter documents for Project Atlas; (b) internal presentations to Cascade's executive leadership team regarding the objectives, scope, and timeline of Project Atlas; (c) budget approval documents reflecting the $4.2 million budget allocated to the initiative; (d) meeting minutes from Project Atlas team meetings that reference Hemsworth, Tridale, or Orion; (e) status reports and progress updates circulated within the Project Atlas team; and (f) correspondence among members of the Project Atlas team regarding the identification and evaluation of Hemsworth, Tridale, and Orion as potential suppliers. Cascade has reviewed a total of 2,847 internal emails among the Project Atlas team that reference potential new suppliers and will produce responsive, non-privileged documents from this set. Documents that reference only the approximately 22 other potential suppliers evaluated under Project Atlas, and that do not also reference Hemsworth, Tridale, Orion, or Vantor, are not being produced. Responsive documents are produced under Bates numbers CRH-000001 through CRH-012450 (approximately 12,450 documents).
REQUEST FOR PRODUCTION NO. 2
Request: All documents constituting, reflecting, or relating to communications between Cascade and Hemsworth Consumer Products LLC, including but not limited to correspondence, emails, text messages, meeting notes, and memoranda, from January 1, 2020 to present.
Objections: Cascade objects to the temporal scope of this request to the extent it seeks documents "to present." The request, as framed, would encompass communications occurring well after the filing of the Complaint on September 7, 2021, and would sweep in communications that are subject to the attorney-client privilege and work product doctrine, particularly post-litigation communications in which legal counsel was involved. The open-ended temporal scope is overbroad and disproportionate to the needs of the case. Cascade will produce documents through the date of filing of the Complaint, September 7, 2021, and through the date of service of these requests (May 20, 2022) where post-complaint communications are relevant to the claims or defenses at issue and are not privileged. Cascade further objects on the grounds of attorney-client privilege to the extent that post-litigation communications between Cascade and Hemsworth involved the participation of legal counsel or were made in anticipation of, or in connection with, this litigation.
Response: Subject to and without waiving the foregoing objections, Cascade will produce non-privileged documents constituting, reflecting, or relating to communications between Cascade personnel and Hemsworth Consumer Products LLC for the period from January 1, 2020 through the date of service of these requests. The Cascade personnel whose communications with Hemsworth are being produced include, without limitation, Annika Bergström (VP Strategic Sourcing), Lena Torvik (SVP Supply Chain & Procurement), and members of the procurement team who participated in the supplier outreach and negotiation process under Project Atlas. Communications with Hemsworth representatives, including Janet Kohler (CEO, Hemsworth Consumer Products LLC), are included. The documents to be produced encompass correspondence leading to the execution of the Cascade–Hemsworth supply agreement on June 1, 2021, which provides for a five-year term and an annual purchase commitment by Cascade of $28.0 million. Responsive documents include emails, letters, meeting notes, telephone call memoranda, and related attachments. Responsive documents are produced under Bates numbers CRH-012451 through CRH-018920 (approximately 6,470 documents).
REQUEST FOR PRODUCTION NO. 3
Request: All documents constituting, reflecting, or relating to communications between Cascade and Tridale Manufacturing Inc., including but not limited to correspondence, emails, text messages, meeting notes, and memoranda, from January 1, 2020 to present.
Objections: Cascade interposes the same temporal scope and privilege objections as stated in its response to Request for Production No. 2, which are incorporated herein by reference. The request's open-ended "to present" temporal scope is overbroad and disproportionate. Cascade will produce documents through the date of service of these requests where post-complaint communications are relevant and non-privileged.
Response: Subject to and without waiving the foregoing objections, Cascade will produce non-privileged documents constituting, reflecting, or relating to communications between Cascade personnel and Tridale Manufacturing Inc. for the period from January 1, 2020 through the date of service of these responses. Communications with Tridale representatives, including Gregory Fontaine (President, Tridale Manufacturing Inc.), are included in the production. The documents to be produced encompass correspondence and related materials leading to the execution of the Cascade–Tridale supply agreement on August 15, 2021, which provides for a three-year term and an annual purchase commitment by Cascade of $19.5 million. Responsive documents include emails, letters, meeting agendas and minutes, telephone call memoranda, and related attachments. Responsive documents are produced under Bates numbers CRH-018921 through CRH-024180 (approximately 5,260 documents).
REQUEST FOR PRODUCTION NO. 4
Request: All documents constituting, reflecting, or relating to communications between Cascade and Orion Lifestyle Brands Corp., including but not limited to correspondence, emails, text messages, meeting notes, and memoranda, from January 1, 2018 to present.
Objections: Cascade objects to the temporal scope of this request, which seeks documents dating back to January 1, 2018 — more than three years before the launch of Project Atlas in February 2021 and nearly four years before the filing of the Complaint. For a company of Cascade's size and complexity, a request for all communications with a third party spanning more than four years is overbroad and imposes an undue burden that is disproportionate to the needs of this case. Cascade further objects on the grounds of relevance, as communications between Cascade and Orion prior to the launch of Project Atlas in February 2021 are unlikely to bear any reasonable relationship to the claims or defenses at issue, which arise from Cascade's alleged tortious interference with Vantor's exclusive supply agreements through the execution of the Cascade–Orion supply agreement in May 2021. Cascade interposes the same privilege objections as stated in its response to Request for Production No. 2, which are incorporated herein by reference.
Response: Subject to and without waiving the foregoing objections, Cascade will produce non-privileged documents constituting, reflecting, or relating to communications between Cascade personnel and Orion Lifestyle Brands Corp. from January 1, 2020 forward through the date of service of these responses. Cascade has selected January 1, 2020 as the start date for production because it is consistent with the Relevant Time Period and because Cascade's reasonable investigation has not identified any communications with Orion prior to that date that are relevant to the claims or defenses in this action. Communications with Orion representatives, including Simone Alvarez (CEO, Orion Lifestyle Brands Corp.), are included. The documents to be produced encompass correspondence and related materials leading to the execution of the Cascade–Orion supply agreement on May 10, 2021, which provides for a four-year term and an annual purchase commitment by Cascade of $31.0 million. Responsive documents are produced under Bates numbers CRH-024181 through CRH-030670 (approximately 6,490 documents).
REQUEST FOR PRODUCTION NO. 5
Request: All documents constituting, reflecting, or relating to any supply agreement, purchase order, or similar contract between Cascade and Hemsworth Consumer Products LLC.
Objections: None, subject to Cascade's General Objections regarding privilege and confidential business information.
Response: Cascade will produce the fully executed Cascade–Hemsworth supply agreement dated June 1, 2021, together with all amendments, exhibits, schedules, appendices, purchase orders, statements of work, and related transactional documents associated with that agreement. These documents include the original executed agreement, any side letters or supplemental agreements, and the purchase orders issued thereunder through the date of service of these responses. Responsive documents are produced under Bates numbers CRH-030671 through CRH-031200 (approximately 530 documents).
REQUEST FOR PRODUCTION NO. 6
Request: All documents constituting, reflecting, or relating to any supply agreement, purchase order, or similar contract between Cascade and Tridale Manufacturing Inc.
Objections: None, subject to Cascade's General Objections regarding privilege and confidential business information.
Response: Cascade will produce the fully executed Cascade–Tridale supply agreement dated August 15, 2021, together with all amendments, exhibits, schedules, appendices, purchase orders, statements of work, and related transactional documents associated with that agreement. These documents include the original executed agreement, any side letters or supplemental agreements, and the purchase orders issued thereunder through the date of service of these responses. Responsive documents are produced under Bates numbers CRH-031201 through CRH-031680 (approximately 480 documents).
REQUEST FOR PRODUCTION NO. 7
Request: All documents constituting, reflecting, or relating to any supply agreement, purchase order, or similar contract between Cascade and Orion Lifestyle Brands Corp.
Objections: None, subject to Cascade's General Objections regarding privilege and confidential business information.
Response: Cascade will produce the fully executed Cascade–Orion supply agreement dated May 10, 2021, together with all amendments, exhibits, schedules, appendices, purchase orders, statements of work, and related transactional documents associated with that agreement. These documents include the original executed agreement, any side letters or supplemental agreements, and the purchase orders issued thereunder through the date of service of these responses. Responsive documents are produced under Bates numbers CRH-031681 through CRH-032300 (approximately 620 documents).
REQUEST FOR PRODUCTION NO. 8
Request: All documents relating to Cascade's knowledge or awareness of any exclusive supply agreement, exclusivity provision, or similar contractual restriction between Vantor Holdings Corp. and any of Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., or Orion Lifestyle Brands Corp.
Objections: Cascade objects to this request on the grounds of the attorney-client privilege and the work product doctrine to the extent that the request seeks legal analyses, legal memoranda, or attorney communications regarding the existence, enforceability, scope, or implications of Vantor's exclusive supply agreements with the three suppliers. Such documents were prepared by or at the direction of legal counsel in anticipation of potential litigation and for the purpose of providing legal advice to Cascade, and are therefore protected from disclosure. Cascade further objects to the phrase "knowledge or awareness" as vague and ambiguous, as it could be interpreted to encompass constructive knowledge, imputed knowledge, or other standards that are undefined and potentially broader than what is relevant to the claims at issue.
Response: Subject to and without waiving the foregoing objections, Cascade will produce non-privileged documents, to the extent any exist, that reflect Cascade personnel's awareness of or discussion regarding exclusivity provisions in agreements between Vantor and Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., or Orion Lifestyle Brands Corp. Cascade's investigation has identified a total of 14 internal emails within the Project Atlas team (out of the 2,847 total Project Atlas emails reviewed) that contain references to Vantor's existing supplier relationships. These 14 emails will be produced, redacted as necessary to protect any privileged content contained therein. Cascade specifically notes, however, that none of these 14 emails demonstrates actual knowledge by any Cascade employee of the specific exclusivity terms, provisions, or restrictions contained in Vantor's supplier agreements. Rather, the references to Vantor in these emails are general in nature and relate to market intelligence regarding Vantor's supplier base. Cascade reserves the right to address the significance of these documents in subsequent briefing. Responsive documents are produced under Bates numbers CRH-032301 through CRH-032520 (approximately 220 documents).
REQUEST FOR PRODUCTION NO. 9
Request: All documents relating to any due diligence, investigation, or inquiry conducted by Cascade regarding the existing contractual relationships of Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., or Orion Lifestyle Brands Corp. prior to entering into supply agreements with any of them.
Objections: Cascade objects to this request on the grounds of the attorney-client privilege and the work product doctrine to the extent that it seeks attorney communications, legal memoranda, or legal analyses regarding the contractual obligations of the three suppliers to third parties, including Vantor. Such documents, to the extent they exist, were prepared by or at the direction of legal counsel for the purpose of providing legal advice regarding Cascade's proposed supplier relationships and are protected from disclosure. Cascade further objects on the grounds of overbreadth to the extent the request seeks documents relating to any aspect of the three suppliers' existing contractual relationships beyond those that are relevant to the claims and defenses in this action.
Response: Subject to and without waiving the foregoing objections, Cascade will produce non-privileged documents reflecting any commercial due diligence conducted by Cascade's procurement team regarding the existing supply commitments of Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., and Orion Lifestyle Brands Corp. prior to the execution of the respective supply agreements with Cascade. The documents to be produced include, without limitation, internal memoranda prepared by members of the Project Atlas team summarizing due diligence findings, supplier questionnaires submitted by the three suppliers and completed responses thereto, notes from preliminary meetings and site visits, supplier financial and capability assessments, and reference check documentation. Responsive documents are produced under Bates numbers CRH-032521 through CRH-033890 (approximately 1,370 documents).
REQUEST FOR PRODUCTION NO. 10
Request: All documents relating to any internal Cascade discussion, analysis, or decision regarding the selection of Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., and/or Orion Lifestyle Brands Corp. as suppliers, including without limitation minutes of any procurement committee, sourcing committee, or executive committee meetings.
Objections: Cascade objects to this request to the extent it seeks documents protected by the attorney-client privilege or the work product doctrine, including communications with legal counsel regarding the legal risks or implications of selecting the three suppliers. Cascade further objects to the extent the request sweeps in executive committee discussions, presentations, or materials that are unrelated to the selection of the three suppliers at issue but that may have been discussed at the same meetings or in the same materials.
Response: Subject to and without waiving the foregoing objections, Cascade will produce non-privileged documents relating to internal discussions, analyses, and decisions regarding the selection of Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., and Orion Lifestyle Brands Corp. as Cascade suppliers under the Project Atlas initiative. The documents to be produced include, without limitation: (a) minutes of procurement committee meetings at which the selection of one or more of the three suppliers was discussed or approved; (b) sourcing team meeting notes and agendas relating to the evaluation of the three suppliers; (c) executive briefing documents, including slide presentations prepared for Cascade's executive leadership team summarizing the proposed supplier relationships; (d) decision memoranda and approval forms documenting the formal approval of each supplier relationship; and (e) scoring matrices and evaluation criteria applied to the three suppliers during the selection process. Where executive committee or procurement committee meeting minutes include discussions of topics unrelated to the three suppliers at issue, Cascade will produce the relevant portions of such minutes and will redact unrelated portions. Responsive documents are produced under Bates numbers CRH-033891 through CRH-037200 (approximately 3,310 documents).
REQUEST FOR PRODUCTION NO. 11
Request: All documents relating to any financial analysis, cost-benefit analysis, or business case prepared by or for Cascade in connection with entering into supply agreements with Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., and/or Orion Lifestyle Brands Corp.
Objections: Cascade objects to this request on the grounds that it seeks trade secret and confidential proprietary business information, including financial models, pricing analyses, and internal cost structures that are competitively sensitive. Production of documents responsive to this request will be made subject to the Stipulated Protective Order entered by the Court on February 28, 2022, and documents will be designated as appropriate under that order.
Response: Subject to and without waiving the foregoing objections, Cascade will produce financial analyses of supplier transitions prepared in connection with the Project Atlas initiative and the onboarding of Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., and Orion Lifestyle Brands Corp. The documents to be produced include, without limitation: (a) cost-benefit memoranda prepared by Cascade's finance and procurement teams evaluating the financial merits of each proposed supplier relationship; (b) projected revenue impact analyses; (c) budget forecasts and variance reports relating to the $4.2 million Project Atlas budget allocation; (d) individual supplier financial projections, including projected annual savings, volume forecasts, and return-on-investment calculations; and (e) comparative pricing analyses evaluating the three suppliers' proposed terms against Cascade's existing supplier arrangements. Responsive documents are produced under Bates numbers CRH-037201 through CRH-039850 (approximately 2,650 documents). These documents are produced with the designation CONFIDENTIAL — ATTORNEYS' EYES ONLY pursuant to the Stipulated Protective Order.
REQUEST FOR PRODUCTION NO. 12
Request: All documents constituting, reflecting, or relating to communications between or among Cascade employees, officers, or directors referencing or discussing Vantor Holdings Corp., from January 1, 2020 to present.
Objections: Cascade objects to this request on the grounds of overbreadth and undue burden. Cascade is a large, publicly traded retail corporation with annual revenue of approximately $6.8 billion (FY 2021), approximately 42,000 employees, and operations across more than 340 retail locations in 22 states. The request, as framed, could encompass tens of thousands of internal communications across multiple business units, departments, and geographic locations that reference Vantor in passing or in a context wholly unrelated to the claims and defenses at issue. For example, communications within Cascade's marketing, merchandising, real estate, or human resources departments that incidentally reference Vantor as a competitor or market participant would be swept in by this request but would have no bearing on the tortious interference claims alleged in the Complaint. The burden and expense of identifying, reviewing, and producing all such communications would be vastly disproportionate to the needs of this case. Cascade further objects on the grounds of the attorney-client privilege and the work product doctrine to the extent that post-complaint internal communications referencing Vantor involved the participation of legal counsel or were made in anticipation of or in connection with this litigation.
Response: Subject to and without waiving the foregoing objections, Cascade will produce non-privileged internal communications among Cascade personnel that substantively discuss Vantor Holdings Corp. in the context of supplier relationships, competitive intelligence relating to the three supplier relationships at issue, or the Project Atlas initiative, for the period from January 1, 2020 through September 7, 2021 (the date of filing of the Complaint). This includes the 14 internal Project Atlas emails referenced in Cascade's response to Request for Production No. 8 above, as well as other internal communications that reference Vantor in connection with the three supplier relationships. Communications that reference Vantor only incidentally or in a context unrelated to the claims at issue (e.g., general competitive monitoring, market share analyses, or retail industry news) are not being produced. Post-complaint communications that involve legal counsel or that were made in anticipation of or in connection with this litigation are withheld on privilege grounds and have been identified on Cascade's privilege log. Responsive documents are produced under Bates numbers CRH-039851 through CRH-044300 (approximately 4,450 documents).
REQUEST FOR PRODUCTION NO. 13
Request: All documents relating to the terms, conditions, and/or performance of the supply agreement between Cascade and Hemsworth Consumer Products LLC, including any documents reflecting the annual purchase commitment of Cascade.
Objections: Cascade objects to this request on the grounds that it seeks confidential and proprietary business information, including detailed pricing terms, volume commitments, and performance data. Production of documents responsive to this request will be made subject to the Stipulated Protective Order entered by the Court on February 28, 2022.
Response: Subject to and without waiving the foregoing objections, Cascade will produce documents reflecting the terms, conditions, and performance of the Cascade–Hemsworth supply agreement, including documents reflecting Cascade's annual purchase commitment of $28.0 million under that agreement. The documents to be produced include, without limitation: (a) the executed supply agreement and all ancillary documents (to the extent not already produced in response to Request No. 5); (b) purchase orders issued by Cascade to Hemsworth; (c) delivery records and shipping documentation; (d) invoices submitted by Hemsworth and corresponding payment records; (e) performance tracking reports and key performance indicator dashboards; and (f) any correspondence regarding compliance with the terms of the agreement. Responsive documents are produced under Bates numbers CRH-044301 through CRH-046100 (approximately 1,800 documents). Produced with the designation CONFIDENTIAL pursuant to the Stipulated Protective Order.
REQUEST FOR PRODUCTION NO. 14
Request: All documents relating to the terms, conditions, and/or performance of the supply agreement between Cascade and Tridale Manufacturing Inc., including any documents reflecting the annual purchase commitment of Cascade.
Objections: Cascade interposes the same objections as stated in its response to Request for Production No. 13, which are incorporated herein by reference. The documents responsive to this request contain confidential and proprietary business information and will be produced subject to the Stipulated Protective Order.
Response: Subject to and without waiving the foregoing objections, Cascade will produce documents reflecting the terms, conditions, and performance of the Cascade–Tridale supply agreement, including documents reflecting Cascade's annual purchase commitment of $19.5 million under that agreement. The documents to be produced include, without limitation: (a) the executed supply agreement and all ancillary documents (to the extent not already produced in response to Request No. 6); (b) purchase orders issued by Cascade to Tridale; (c) delivery records and shipping documentation; (d) invoices and payment records; (e) performance tracking reports; and (f) any correspondence regarding compliance with the terms of the agreement. Responsive documents are produced under Bates numbers CRH-046101 through CRH-047600 (approximately 1,500 documents). Produced with the designation CONFIDENTIAL pursuant to the Stipulated Protective Order.
REQUEST FOR PRODUCTION NO. 15
Request: All documents relating to the terms, conditions, and/or performance of the supply agreement between Cascade and Orion Lifestyle Brands Corp., including any documents reflecting the annual purchase commitment of Cascade.
Objections: Cascade interposes the same objections as stated in its response to Request for Production No. 13, which are incorporated herein by reference. The documents responsive to this request contain confidential and proprietary business information and will be produced subject to the Stipulated Protective Order.
Response: Subject to and without waiving the foregoing objections, Cascade will produce documents reflecting the terms, conditions, and performance of the Cascade–Orion supply agreement, including documents reflecting Cascade's annual purchase commitment of $31.0 million under that agreement. The documents to be produced include, without limitation: (a) the executed supply agreement and all ancillary documents (to the extent not already produced in response to Request No. 7); (b) purchase orders issued by Cascade to Orion; (c) delivery records and shipping documentation; (d) invoices and payment records; (e) performance tracking reports; and (f) any correspondence regarding compliance with the terms of the agreement. Responsive documents are produced under Bates numbers CRH-047601 through CRH-049500 (approximately 1,900 documents). Produced with the designation CONFIDENTIAL pursuant to the Stipulated Protective Order.
REQUEST FOR PRODUCTION NO. 16
Request: All documents relating to any communications between Margaret Prumvane (CEO & President of Cascade) and any representative of Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., or Orion Lifestyle Brands Corp.
Objections: Cascade objects to this request to the extent it seeks privileged post-litigation communications between Margaret Prumvane and any representative of the three suppliers that involved the participation of legal counsel or were made in anticipation of or in connection with this litigation. Such communications, to the extent they exist, are protected by the attorney-client privilege and/or the work product doctrine.
Response: Subject to and without waiving the foregoing objections, Cascade has conducted a reasonable search of Margaret Prumvane's email account, files, and other relevant data sources and will produce non-privileged documents reflecting any communications between Ms. Prumvane and representatives of Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., or Orion Lifestyle Brands Corp. during the Relevant Time Period and through the date of service of these responses. Responsive documents are produced under Bates numbers CRH-049501 through CRH-049780 (approximately 280 documents).
REQUEST FOR PRODUCTION NO. 17
Request: All documents relating to any communications between Lena Torvik (SVP Supply Chain & Procurement of Cascade) and any representative of Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., or Orion Lifestyle Brands Corp.
Objections: None, subject to Cascade's General Objections regarding privilege.
Response: Cascade will produce non-privileged documents reflecting communications between Lena Torvik (Senior Vice President, Supply Chain & Procurement) and representatives of Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., and Orion Lifestyle Brands Corp. during the Relevant Time Period and through the date of service of these responses. The documents to be produced include emails, meeting notes, memoranda, and related attachments. As SVP of Supply Chain & Procurement, Ms. Torvik had oversight responsibility for the Project Atlas initiative and was involved in key decision points regarding the selection and onboarding of the three suppliers. Responsive documents are produced under Bates numbers CRH-049781 through CRH-052400 (approximately 2,620 documents).
REQUEST FOR PRODUCTION NO. 18
Request: All documents relating to any communications between Annika Bergström (VP Strategic Sourcing of Cascade) and any representative of Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., or Orion Lifestyle Brands Corp.
Objections: None, subject to Cascade's General Objections regarding privilege.
Response: Cascade will produce non-privileged documents reflecting communications between Annika Bergström (Vice President, Strategic Sourcing) and representatives of Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., and Orion Lifestyle Brands Corp. during the Relevant Time Period and through the date of service of these responses. The documents to be produced include, without limitation, emails exchanged between Ms. Bergström and Janet Kohler (CEO, Hemsworth Consumer Products LLC), Gregory Fontaine (President, Tridale Manufacturing Inc.), and Simone Alvarez (CEO, Orion Lifestyle Brands Corp.), as well as meeting notes, internal memoranda, and related attachments. Ms. Bergström is the primary Cascade fact witness in this matter and served as the lead for supplier outreach and relationship management under the Project Atlas initiative. Her communications with the three suppliers constitute a significant portion of the documentary record relating to the formation of the supplier relationships at issue. Responsive documents are produced under Bates numbers CRH-052401 through CRH-057900 (approximately 5,500 documents).
REQUEST FOR PRODUCTION NO. 19
Request: All documents constituting or relating to Cascade's supplier diversification strategy, policies, or programs, apart from Project Atlas, from January 1, 2018 to present.
Objections: Cascade objects to this request on the grounds of overbreadth, undue burden, relevance, and proportionality. This request seeks documents wholly unrelated to the three supplier relationships at issue in this litigation and encompasses the entirety of Cascade's supplier management and diversification operations across more than 340 retail locations, 22 states, and a major e-commerce platform. Cascade manages relationships with hundreds of suppliers across dozens of product categories, and its supplier diversification strategies and policies are developed and implemented at multiple levels of the organization. The production of all such documents would be extraordinarily burdensome and would have no reasonable relationship to the claims or defenses in this action. Cascade further objects on the grounds of trade secret and confidential proprietary business information, as Cascade's supplier diversification strategies constitute competitively sensitive information the disclosure of which could cause significant commercial harm to Cascade.
Response: Subject to and without waiving the foregoing objections, Cascade declines to produce documents relating to supplier diversification strategies, policies, or programs unrelated to Project Atlas or the three supplier relationships at issue, on the grounds that such documents are not relevant to Vantor's claims and their production would impose an undue burden on Cascade that is disproportionate to the needs of the case. Cascade's supplier diversification activities unrelated to the three suppliers at issue do not bear on whether Cascade tortiously interfered with Vantor's exclusive supply agreements, and the burden and expense of identifying, reviewing, and producing such documents far outweighs any possible benefit.
REQUEST FOR PRODUCTION NO. 20
Request: All documents relating to any supplier agreement entered into by Cascade during the period January 1, 2021 through September 7, 2021 with any supplier other than Hemsworth, Tridale, or Orion.
Objections: Cascade objects to this request on the grounds of overbreadth, relevance, proportionality, and undue burden. This request seeks documents relating to every supplier agreement entered into by Cascade during a nine-month period, irrespective of whether those agreements have any connection to the claims or defenses at issue. Cascade enters into hundreds of supplier agreements each year in the ordinary course of its business, and the vast majority of those agreements involve suppliers and product categories that have no relevance to this action. This request is functionally equivalent to the class-certification-style expanded discovery sought in Vantor's Motion to Compel Expanded discovery filed on June 15, 2022, which remains pending before the Court as of the date of these responses. Cascade further objects on the grounds of third-party confidentiality and trade secret, as the supplier agreements sought contain pricing terms, volume commitments, and other commercially sensitive information belonging to both Cascade and its third-party suppliers.
Response: Subject to and without waiving the foregoing objections, Cascade declines to produce documents relating to supplier agreements with entities other than Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., or Orion Lifestyle Brands Corp. at this time, pending the Court's ruling on Vantor's Motion to Compel Expanded discovery filed June 15, 2022. Cascade reserves the right to supplement this response following the Court's ruling on that motion.
REQUEST FOR PRODUCTION NO. 21
Request: All documents relating to any inducement, incentive, bonus, discount, or favorable term offered by Cascade to Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., or Orion Lifestyle Brands Corp. to enter into supply agreements with Cascade.
Objections: Cascade objects to this request to the extent it employs the term "inducement," which is vague, argumentative, and presupposes the characterization of arm's-length commercial negotiations as improper conduct, a characterization that is inconsistent with the facts of this case and that Cascade denies. Cascade further objects on the grounds of confidential business information, as the pricing structures, volume commitments, and other commercial terms offered to the three suppliers are competitively sensitive. Production of documents responsive to this request will be made subject to the Stipulated Protective Order.
Response: Subject to and without waiving the foregoing objections, Cascade will produce non-privileged documents reflecting the commercial terms offered by Cascade to each of the three suppliers in connection with the negotiation and execution of the supply agreements at issue. The documents to be produced include, without limitation: (a) term sheets and draft agreements circulated during negotiations; (b) pricing proposals and pricing comparison analyses; (c) volume commitment schedules and forecasts; and (d) any other documentation of commercial incentives or terms offered by Cascade. The annual purchase commitments offered by Cascade — $28.0 million for Hemsworth Consumer Products LLC, $19.5 million for Tridale Manufacturing Inc., and $31.0 million for Orion Lifestyle Brands Corp. — represent arm's-length commercial terms negotiated in the ordinary course of business and are reflected in the executed supply agreements already produced in response to Requests for Production Nos. 5 through 7. Responsive documents are produced under Bates numbers CRH-057901 through CRH-059800 (approximately 1,900 documents). Produced with the designation CONFIDENTIAL — ATTORNEYS' EYES ONLY pursuant to the Stipulated Protective Order.
REQUEST FOR PRODUCTION NO. 22
Request: All documents relating to any discussion, analysis, or awareness by Cascade of the termination provisions, including any termination-for-convenience clauses, in the exclusive supply agreements between Vantor and Hemsworth, Tridale, and/or Orion.
Objections: Cascade objects to this request on the grounds of the attorney-client privilege and the work product doctrine to the extent it seeks communications with or analyses prepared by legal counsel regarding the termination provisions in the Vantor–Hemsworth, Vantor–Tridale, and Vantor–Orion supply agreements. Such communications and analyses, to the extent they exist, were made or prepared for the purpose of providing legal advice to Cascade and are protected from disclosure. Privileged documents responsive to this request have been withheld and identified on Cascade's privilege log.
Response: Subject to and without waiving the foregoing objections, Cascade will produce non-privileged documents reflecting any commercial-level discussion, analysis, or awareness by Cascade personnel of termination provisions in the supply agreements between Vantor and the three suppliers at issue. Cascade notes for the record that the termination-for-convenience clauses referenced in this request — specifically, a 90-day notice period in the Vantor–Hemsworth agreement, a 60-day notice period in the Vantor–Tridale agreement, and a 120-day notice period in the Vantor–Orion agreement — were contractual provisions within the suppliers' own agreements with Vantor, not provisions of any agreement to which Cascade was a party. To the extent Cascade personnel had any awareness of the specific terms of those termination provisions, such awareness arose through representations made by the suppliers themselves during the negotiation process, not through any independent investigation by Cascade. Privileged communications regarding legal analysis of such provisions are withheld from production and have been logged on Cascade's privilege log. Responsive documents are produced under Bates numbers CRH-059801 through CRH-060350 (approximately 550 documents).
REQUEST FOR PRODUCTION NO. 23
Request: All documents relating to Cascade's organizational structure for procurement and supply chain operations, including organizational charts, reporting lines, and position descriptions for all personnel involved in Project Atlas.
Objections: Cascade objects to this request on the grounds of overbreadth to the extent it seeks organizational information regarding Cascade's procurement and supply chain operations beyond the personnel and reporting structures involved in the Project Atlas initiative. Cascade's supply chain and procurement organization encompasses hundreds of employees across multiple divisions, and the organizational structure of teams unrelated to Project Atlas is not relevant to the claims or defenses at issue.
Response: Subject to and without waiving the foregoing objections, Cascade will produce organizational charts and reporting structures for the Project Atlas initiative and the relevant portions of Cascade's procurement and supply chain organization, including the reporting line from Annika Bergström (VP Strategic Sourcing) to Lena Torvik (SVP Supply Chain & Procurement), as well as position descriptions and team rosters for the Project Atlas working group. Responsive documents are produced under Bates numbers CRH-060351 through CRH-060800 (approximately 450 documents).
REQUEST FOR PRODUCTION NO. 24
Request: All documents constituting, reflecting, or relating to any market research, competitive intelligence, or industry analysis prepared by or for Cascade regarding the home goods, consumer electronics accessories, or personal care products markets, from January 1, 2020 to present.
Objections: Cascade objects to this request on the grounds of overbreadth, relevance, proportionality, and confidential business information. Cascade operates a multi-billion-dollar retail business with significant operations across the home goods, consumer electronics accessories, and personal care products markets, among many other product categories. Market research, competitive intelligence, and industry analyses prepared across these entire categories would encompass thousands of documents covering topics wholly unrelated to the claims or defenses at issue, including product trend reports, consumer behavior studies, pricing benchmarks, and market sizing analyses that have no bearing on the tortious interference claims alleged in the Complaint. The burden of identifying, reviewing, and producing such documents would be vastly disproportionate to any possible benefit.
Response: Subject to and without waiving the foregoing objections, Cascade will produce non-privileged market research, competitive intelligence, and industry analysis documents that specifically reference or substantively relate to Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., Orion Lifestyle Brands Corp., or Vantor Holdings Corp. General market studies, industry reports, and competitive intelligence documents that do not specifically reference or relate to these entities are not being produced, as they are not relevant to the claims or defenses at issue and their production would impose an undue burden on Cascade. Responsive documents are produced under Bates numbers CRH-060801 through CRH-062400 (approximately 1,600 documents).
REQUEST FOR PRODUCTION NO. 25
Request: All documents relating to Cascade's financial performance or projections in the home goods, consumer electronics accessories, and/or personal care product categories for FY 2020 and FY 2021.
Objections: Cascade objects to this request on the grounds of overbreadth, relevance, and confidential business information. This request seeks broad financial data spanning entire product categories for two full fiscal years, the vast majority of which involves suppliers, product lines, and revenue streams that are wholly unrelated to this litigation. Cascade's financial performance across these categories is driven by relationships with hundreds of suppliers and the sale of thousands of SKUs, and the overwhelming majority of that data has no connection to the three supplier relationships at issue. Cascade further objects on the grounds of trade secret, as category-level financial performance data, margin analyses, and internal projections constitute highly sensitive and proprietary business information.
Response: Subject to and without waiving the foregoing objections, Cascade will produce financial performance data and projections specifically relating to the product lines sourced from Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., and Orion Lifestyle Brands Corp. Broader category-level financial data encompassing product lines and supplier relationships unrelated to this litigation is not relevant to Vantor's claims and is objected to on grounds of proportionality, relevance, and trade secret. Responsive documents are produced under Bates numbers CRH-062401 through CRH-064000 (approximately 1,600 documents). Produced with the designation CONFIDENTIAL — ATTORNEYS' EYES ONLY pursuant to the Stipulated Protective Order.
REQUEST FOR PRODUCTION NO. 26
Request: All board of directors or executive committee presentations, minutes, or materials discussing or referencing Project Atlas, the three supplier relationships at issue, or Vantor Holdings Corp.
Objections: Cascade objects to this request on the grounds of the attorney-client privilege and the work product doctrine to the extent that board of directors or executive committee materials include legal advice, attorney-client communications, or litigation-related content. Board materials frequently include updates from legal counsel regarding pending or anticipated litigation, and such content is privileged. Cascade further objects on the grounds of relevance and overbreadth to the extent this request seeks board or executive committee materials that do not reference Project Atlas, the three supplier relationships at issue, or Vantor, or that reference these topics only in passing in the context of broader presentations on unrelated subjects.
Response: Subject to and without waiving the foregoing objections, Cascade will produce non-privileged portions of board of directors and executive committee materials — including presentations, minutes, and supporting documents — that substantively reference or discuss Project Atlas, Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., Orion Lifestyle Brands Corp., or Vantor Holdings Corp. Privileged content within such materials, including legal updates, litigation strategy discussions, and attorney-client communications, has been withheld or redacted and logged on Cascade's privilege lo