third-party-subpoenas-memo.docx

1038-00007 · Cascade Retail Holdings · Discovery

third-party-subpoenas-memo.docx DOCUMENT Litigation

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CALDERWOOD & HARKNESS LLP 600 South Grand Avenue, Suite 3200 Los Angeles, California 90071 Telephone: (213) 555-9800 Facsimile: (213) 555-9801

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

MEMORANDUM

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I. PURPOSE OF MEMORANDUM

This memorandum provides a consolidated reference for the three third-party subpoenas duces tecum served in April 2022 on Hemsworth Consumer Products LLC ("Hemsworth"), Tridale Manufacturing Inc. ("Tridale"), and Orion Lifestyle Brands Corp. ("Orion") — the three suppliers at the center of Vantor Holdings Corp.'s ("Vantor") tortious interference and unfair business practices claims against our client, Cascade Retail Holdings Inc. ("Cascade" or the "Client"). The purpose of this memorandum is fourfold:

First, we summarize the substance of each subpoena, including the specific categories of documents requested from each third-party supplier, the legal basis for each request, and the relevance of the requested documents to Cascade's defense strategy in the underlying litigation.

Second, we consolidate the filing record for each subpoena in a single reference document. This includes the date of service, the method of service, the identity of the individual upon whom service was effected, the applicable production deadlines, and any extensions negotiated with counsel for the respective third parties.

Third, we provide a comprehensive reference for tracking compliance with the subpoenas and anticipated production volumes, including the status of any objections raised by third-party counsel, the resolution of those objections, and the estimated volume of responsive documents to be produced by each supplier.

Fourth, we identify the strategic significance of the requested documents in the context of Cascade's core defenses — particularly with respect to the termination-for-convenience clauses in each of the Vantor exclusive supply agreements, the suppliers' independent business motivations for transitioning to Cascade, and the question of Cascade's knowledge (or lack thereof) of Vantor's exclusivity provisions.

All three subpoenas were issued pursuant to, and consistent with, the Joint discovery Plan and Scheduling Order entered by the Honorable Margaret Chen on January 14, 2022 (the "Scheduling Order"), which authorized the parties to serve third-party subpoenas during the core document discovery period and established the procedural framework governing such service. The Scheduling Order provides that core document discovery shall proceed from March 1, 2022 through August 31, 2022, with an expanded discovery period for depositions running from September 1, 2022 through November 30, 2022.

This memorandum should be read in conjunction with the attached exhibits, which include copies of each subpoena with proof of service, relevant correspondence with third-party counsel, and a production tracking log to be updated as productions are received and processed.

II. BACKGROUND

A. Case Overview

This action arises from the competitive dynamics of the consumer goods retail industry, specifically the relationship between Vantor Holdings Corp. and Cascade Retail Holdings Inc. — two large-scale retailers that compete for supplier relationships across multiple product categories including home goods, consumer electronics accessories, and personal care products.

Vantor Holdings Corp. filed its complaint on September 7, 2021 in the Superior Court of California, County of Los Angeles, asserting three causes of action against Cascade:

(1) Tortious Interference with Contractual Relations. Vantor alleges that Cascade intentionally and improperly interfered with Vantor's exclusive supply agreements with Hemsworth, Tridale, and Orion by inducing each supplier to breach or prematurely terminate its existing exclusive arrangement with Vantor and enter into new, competing supply agreements with Cascade.

(2) Tortious Interference with Prospective Economic Advantage. Vantor further alleges that, even to the extent any of the exclusive supply agreements were subject to valid termination, Cascade engaged in independently wrongful conduct — including misrepresentation, concealment, and the exploitation of confidential business information — to disrupt Vantor's prospective economic relationships with the three suppliers, thereby preventing Vantor from renewing or extending those relationships on commercially reasonable terms.

(3) Unfair Business Practices under Cal. Bus. & Prof. Code § 17200. Vantor asserts that Cascade's conduct constitutes unlawful, unfair, or fraudulent business practices within the meaning of California's Unfair Competition Law, entitling Vantor to restitution and injunctive relief.

Vantor claims total damages of $87.4 million, which it alleges represent the aggregate economic harm resulting from the loss of its three key supplier relationships, including lost revenues, increased procurement costs from substitute suppliers, and harm to Vantor's competitive position in the marketplace. The damages figure is broken down in Vantor's initial disclosures as approximately $24.1 million attributable to the Hemsworth relationship, $18.7 million attributable to Tridale, and $44.6 million attributable to Orion.

Cascade filed its answer and affirmative defenses on October 18, 2021. Among Cascade's principal affirmative defenses are: (i) that each supplier independently and voluntarily chose to terminate its relationship with Vantor and enter into agreements with Cascade; (ii) that each supplier properly exercised the termination-for-convenience clause contained in its respective Vantor exclusive supply agreement prior to contracting with Cascade; (iii) that Cascade did not have actual knowledge of the exclusivity provisions in the Vantor agreements; (iv) that Cascade's conduct was privileged competition in the marketplace; and (v) that Vantor's damages are speculative and unsubstantiated.

The Scheduling Order entered on January 14, 2022 established a core document discovery period running from March 1, 2022 through August 31, 2022. Document collection from Cascade custodians has been extensive. To date, a total of 452,316 documents have been collected from Cascade's custodial files, email archives, and shared network drives. The documents were collected from 23 identified custodians, including Cascade's Chief Executive Officer, Chief Operating Officer, Vice President of Procurement, and senior members of the "Project Atlas" team — the internal Cascade initiative tasked with evaluating and securing new supplier partnerships. Document review by the Calderwood & Harkness litigation team, assisted by Krane Investigations LLC, is ongoing and proceeding according to the review protocol agreed upon by the parties.

B. The Three Supplier Relationships at Issue

The three suppliers at the center of this litigation are Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., and Orion Lifestyle Brands Corp. Each supplier maintained an exclusive supply agreement with Vantor that was in effect at the time the supplier entered into a new supply agreement with Cascade. The relevant facts pertaining to each supplier relationship are summarized below.

Hemsworth Consumer Products LLC. Hemsworth is an Oregon limited liability company headquartered at 4720 NW Yeon Avenue, Portland, Oregon 97210. The company is led by Chief Executive Officer Janet Kohler and specializes in the design, manufacture, and distribution of home goods and kitchen accessories, including cutting boards, utensil sets, storage containers, and related household products. Hemsworth executed an exclusive supply agreement with Vantor on March 15, 2019 (the "Hemsworth–Vantor Agreement"), which provided for a three-year term expiring on March 14, 2022, and included a minimum annual purchase commitment by Vantor of $12.5 million. The Hemsworth–Vantor Agreement contained a termination-for-convenience clause requiring 90 days' written notice prior to termination. Hemsworth subsequently entered into a new supply agreement with Cascade effective June 1, 2021 (the "Hemsworth–Cascade Agreement"), which provides for a five-year term and includes a significantly enhanced annual purchase commitment of $28.0 million — more than double the Vantor commitment level.

Tridale Manufacturing Inc. Tridale is a Nevada corporation headquartered at 6300 South Pecos Road, Suite 210, Las Vegas, Nevada 89120. The company is led by its President, Gregory Fontaine, and specializes in the manufacture and distribution of consumer electronics accessories, including cables, chargers, protective cases, and related products. Tridale executed an exclusive supply agreement with Vantor on January 10, 2020 (the "Tridale–Vantor Agreement"), which provided for a two-year term expiring on January 9, 2022, and included a minimum annual purchase commitment by Vantor of $8.3 million. The Tridale–Vantor Agreement contained a termination-for-convenience clause requiring 60 days' written notice prior to termination. Tridale subsequently entered into a new supply agreement with Cascade effective August 15, 2021 (the "Tridale–Cascade Agreement"), which provides for a three-year term and includes a minimum annual purchase commitment of $19.5 million — more than twice the Vantor commitment level.

Orion Lifestyle Brands Corp. Orion is a California corporation headquartered at 1900 Avenue of the Stars, Suite 1050, Los Angeles, California 90067. The company is led by Chief Executive Officer Simone Alvarez and specializes in personal care and wellness products, including skincare, aromatherapy, and nutritional supplement lines. Orion executed an exclusive supply agreement with Vantor on July 1, 2018 (the "Orion–Vantor Agreement"), which provided for a four-year term expiring on June 30, 2022, and included a minimum annual purchase commitment by Vantor of $14.6 million. The Orion–Vantor Agreement contained a termination-for-convenience clause requiring 120 days' written notice prior to termination. Orion subsequently entered into a new supply agreement with Cascade effective May 10, 2021 (the "Orion–Cascade Agreement"), which provides for a four-year term and includes a minimum annual purchase commitment of $31.0 million — more than double the Vantor commitment level. Notably, the Orion–Vantor relationship is the longest-standing of the three, having been in effect for nearly three years at the time Orion entered the Cascade agreement, and the Orion–Vantor Agreement had the most remaining time on its term — approximately thirteen months — at the time of the transition.

The table below summarizes the key parameters of the six supply agreements at issue:

C. Relevance of Third-Party discovery

Documents in the possession of the three suppliers are critical to establishing Cascade's key defenses in this litigation. Specifically, the third-party discovery will bear directly on three core defense themes:

(1) Independent Supplier Decision-Making. Cascade's principal defense is that each of the three suppliers independently chose to enter into supply agreements with Cascade without inducement, coercion, or improper means on Cascade's part. Supplier documents — particularly internal deliberative memoranda, board minutes, executive correspondence, and financial analyses — will demonstrate whether the decision to transition away from Vantor and toward Cascade was driven by the suppliers' own commercial judgments, including the substantially higher annual purchase commitments offered by Cascade.

(2) Proper Exercise of Termination-for-Convenience Clauses. Each of the three Vantor exclusive supply agreements contained a termination-for-convenience clause permitting either party to terminate the agreement upon specified written notice — 90 days for Hemsworth, 60 days for Tridale, and 120 days for Orion. Third-party documents will confirm whether and when each supplier exercised its termination-for-convenience right, whether proper notice was given to Vantor in compliance with the contractual requirements, and the chronological relationship between the termination notices and the execution of the Cascade agreements. If the suppliers properly terminated their Vantor agreements before entering into the Cascade agreements, Cascade's argument that no contractual breach was induced is significantly strengthened.

(3) Cascade's Knowledge of Exclusivity Provisions. A critical element of Vantor's tortious interference claims is that Cascade had actual knowledge of the exclusivity provisions in the Vantor agreements. Third-party documents may reveal the substance of communications between Cascade personnel and the suppliers, including whether Cascade representatives inquired about, were informed of, or deliberately avoided learning about the existence of the Vantor exclusivity provisions. This evidence will be cross-referenced against the 14 internal Cascade "Project Atlas" emails that reference Vantor's supplier relationships, which were identified in Cascade's document collection. Those 14 emails were drawn from a total corpus of 2,847 Project Atlas emails and are currently the subject of ongoing privilege review and relevance analysis.

In addition, the third-party productions will provide an independent documentary record against which to evaluate the credibility and completeness of both parties' own productions. Any inconsistencies between the suppliers' records and the documents produced by Cascade or Vantor will be relevant to assessing the reliability of the parties' representations regarding the nature and circumstances of the supplier transitions.

III. SUBPOENA DETAILS — HEMSWORTH CONSUMER PRODUCTS LLC

A. Service Information

The subpoena duces tecum directed to Hemsworth Consumer Products LLC was served on April 4, 2022 by personal service on the company's registered agent at its principal place of business. The details of service are as follows:

Service was effected through a licensed process server retained by Calderwood & Harkness and was accomplished in compliance with the applicable provisions of Oregon and California law governing out-of-state subpoenas. A proof of service is attached hereto as part of Exhibit A. No deposition of Hemsworth personnel has been noticed at this time, although the deposition of Janet Kohler is anticipated to be scheduled during the September–November 2022 expanded discovery period, as discussed further in Section IX below.

B. Categories of Documents Requested

The Hemsworth subpoena requests the production of documents in eight categories, each of which is specifically tailored to the issues in dispute and the defenses asserted by Cascade. The categories are as follows:

Category 1. The complete executed exclusive supply agreement between Hemsworth and Vantor dated March 15, 2019, including all amendments, addenda, schedules, and exhibits thereto. This request is intended to ensure that Cascade has access to the complete, executed version of the Hemsworth–Vantor Agreement, including any modifications to the original terms that may bear on the scope of the exclusivity provisions, the termination-for-convenience clause, or the minimum annual purchase commitment.

Category 2. All correspondence, communications, and internal memoranda regarding the negotiation, execution, amendment, or termination of the Hemsworth–Vantor exclusive supply agreement. This request encompasses the full spectrum of communications reflecting the history and evolution of the Hemsworth–Vantor relationship, from initial negotiations through execution, any amendments during the term, and ultimately the termination of the agreement. These documents are expected to shed light on the parties' understanding of their respective obligations and the commercial context of the relationship.

Category 3. All documents related to the exercise of the termination-for-convenience clause in the Hemsworth–Vantor Agreement, including any notice of termination provided by Hemsworth to Vantor, the date of such notice, and Vantor's response thereto. This category is of particular importance to Cascade's defense. The Hemsworth–Vantor Agreement provides for a 90-day notice period for termination for convenience. Documents responsive to this category will establish whether Hemsworth provided the required 90 days' written notice to Vantor prior to the effective date of termination, whether such notice was provided before or after the execution of the Hemsworth–Cascade Agreement on June 1, 2021, and how Vantor responded to the termination notice.

Category 4. All correspondence, communications, and internal memoranda regarding the negotiation and execution of the supply agreement between Hemsworth and Cascade Retail Holdings Inc. dated June 1, 2021. This request is directed at the full documentary record of the Hemsworth–Cascade relationship, from initial contacts through the execution of the supply agreement. These documents will reveal the timeline and substance of negotiations, the identity of Cascade personnel involved (including, potentially, Annika Bergström and Lena Torvik), and the terms discussed during the negotiation process.

Category 5. All documents reflecting or relating to any communications between Hemsworth and Vantor regarding Cascade, Project Atlas, or any competing supplier arrangements. This category is designed to capture any communications in which Vantor or Hemsworth discussed Cascade's activities, including any references to Cascade's Project Atlas initiative or Cascade's efforts to secure alternative supplier relationships. These documents may reveal whether Vantor was aware of Cascade's interest in Hemsworth and, conversely, whether Hemsworth communicated any concerns to Vantor about the prospect of transitioning to Cascade.

Category 6. All documents reflecting Hemsworth's reasons for entering into the Cascade supply agreement and/or terminating the Vantor exclusive supply agreement. This request is directed at the internal deliberative process within Hemsworth that led to its decision to transition away from Vantor and enter into a new supply relationship with Cascade. Documents responsive to this category — such as internal memoranda, board meeting minutes, executive emails, and strategic planning documents — will be central to Cascade's defense that Hemsworth acted independently and for legitimate commercial reasons, without inducement or coercion by Cascade.

Category 7. Financial records showing actual revenues earned under the Vantor agreement (annually and in total) and projected revenues under the Cascade agreement. These records will provide an objective basis for comparing the economic value of the Vantor and Cascade relationships from Hemsworth's perspective and will support the defense that Hemsworth's decision was driven by the substantially superior economic terms offered by Cascade (annual purchase commitment of $28.0 million versus $12.5 million under the Vantor agreement).

Category 8. All documents reflecting any representations made by Cascade personnel — including specifically Annika Bergström, Lena Torvik, or any other Cascade employee — regarding Vantor's existing contractual relationships. This category is targeted at the knowledge-of-exclusivity element of Vantor's tortious interference claims. If Cascade personnel made representations to Hemsworth about Vantor's existing contracts, those representations may reveal the extent of Cascade's awareness of the exclusivity provisions. Conversely, if no such representations were made, the absence of responsive documents will support Cascade's defense that it lacked actual knowledge of the exclusivity terms.

C. Objections and Compliance Status

Outside counsel for Hemsworth Consumer Products LLC acknowledged receipt of the subpoena promptly following service and indicated a general willingness to comply with the document requests. In an initial telephonic conference on April 11, 2022, Hemsworth's counsel — Patricia Langford of Reeves & Langford LLP, Portland, Oregon — confirmed that Hemsworth would undertake a reasonable search and collection of responsive documents and would produce on the agreed-upon schedule.

Hemsworth's counsel raised limited objections concerning the scope of Category 7, specifically with respect to proprietary pricing information embedded within the requested financial records. Ms. Langford expressed concern that production of detailed pricing schedules and internal cost structures could compromise Hemsworth's competitive position in the marketplace if such information were disclosed beyond the confines of the litigation. Following a brief negotiation, the parties agreed that Hemsworth's production of financial records under Category 7 would be governed by the existing Stipulated Protective Order entered in this case on February 8, 2022, which provides for designation of documents as "CONFIDENTIAL — ATTORNEYS' EYES ONLY" where appropriate. Hemsworth's counsel confirmed that this framework was acceptable and withdrew any further objection to Category 7.

No other substantive objections were raised. Hemsworth did not seek an extension of the May 4, 2022 production deadline.

Based on discussions with Hemsworth's counsel, the expected production volume is substantial. Ms. Langford estimated that approximately 8,000 to 10,000 documents would be responsive to the categories identified in the subpoena, drawing from the files of five to seven custodians within Hemsworth, including CEO Janet Kohler, the Vice President of Sales, the General Counsel, and relevant members of the business development team. The correspondence with Hemsworth's counsel regarding objections and agreed modifications is included in the consolidated correspondence file attached as Exhibit D.

IV. SUBPOENA DETAILS — TRIDALE MANUFACTURING INC.

A. Service Information

The subpoena duces tecum directed to Tridale Manufacturing Inc. was served on April 8, 2022 by personal service on the company's registered agent at its principal place of business. The details of service are as follows:

Service was effected through a licensed process server retained by Calderwood & Harkness and was accomplished in compliance with the applicable provisions of Nevada and California law governing out-of-state subpoenas, including the requirements of the Uniform Interstate Depositions and discovery Act as adopted in Nevada (Nev. Rev. Stat. §§ 53.050–53.100). A proof of service is attached hereto as part of Exhibit B. As with Hemsworth, no deposition of Tridale personnel has been noticed at this time, although the deposition of Gregory Fontaine is anticipated during the September–November 2022 expanded discovery period.

B. Categories of Documents Requested

The Tridale subpoena requests the production of documents in eight categories that substantively parallel the categories identified in the Hemsworth subpoena, adapted to reflect the specific terms and circumstances of the Tridale–Vantor and Tridale–Cascade relationships. The categories are as follows:

Category 1. The complete executed exclusive supply agreement between Tridale and Vantor dated January 10, 2020, including all amendments, addenda, schedules, and exhibits thereto. As with the corresponding Hemsworth request, this category is intended to ensure that Cascade obtains the complete, executed version of the operative agreement, including any modifications that may have been made during its two-year term.

Category 2. All correspondence, communications, and internal memoranda regarding the negotiation, execution, amendment, or termination of the Tridale–Vantor exclusive supply agreement. This category encompasses the full documentary record of the Tridale–Vantor relationship, from the initial negotiations in late 2019 through the execution on January 10, 2020 and any subsequent amendments or the ultimate termination of the agreement.

Category 3. All documents related to the exercise of the termination-for-convenience clause in the Tridale–Vantor Agreement, including any notice of termination provided by Tridale to Vantor, the date of such notice, and Vantor's response thereto. The Tridale–Vantor Agreement provides for a 60-day notice period for termination for convenience — the shortest of the three supplier agreements at issue. Given the relatively short remaining term of the Tridale–Vantor Agreement at the time the Tridale–Cascade Agreement was executed (approximately five months, from August 15, 2021 to January 9, 2022), the timing and substance of any termination notice is of particular significance. Documents responsive to this category will establish whether Tridale provided the requisite 60 days' written notice prior to the effective date of termination and the chronological relationship between the notice and the execution of the Cascade agreement.

Category 4. All correspondence, communications, and internal memoranda regarding the negotiation and execution of the supply agreement between Tridale and Cascade dated August 15, 2021. These documents will reveal the timeline, substance, and participants in the negotiations that led to the Tridale–Cascade Agreement, and will provide insight into whether Cascade's representatives made any statements or commitments regarding Vantor's existing contractual arrangements with Tridale.

Category 5. All documents reflecting or relating to any communications between Tridale and Vantor regarding Cascade, Project Atlas, or any competing supplier arrangements. As with the corresponding Hemsworth request, this category is designed to capture any discussions between Tridale and Vantor concerning Cascade's interest in establishing a supply relationship with Tridale.

Category 6. All documents reflecting Tridale's reasons for entering into the Cascade supply agreement and/or terminating the Vantor exclusive supply agreement. This request targets Tridale's internal decision-making process, including any analyses of the comparative economic terms of the Vantor and Cascade relationships, strategic assessments of market positioning, and deliberations regarding the advisability of transitioning to a new retail partner.

Category 7. Financial records showing actual revenues earned under the Vantor agreement (annually and in total) and projected revenues under the Cascade agreement. These records will enable a direct comparison of the economic value of each relationship from Tridale's perspective and will document the significant disparity between the Vantor commitment level ($8.3 million annually) and the Cascade commitment level ($19.5 million annually).

Category 8. All documents reflecting any representations made by Cascade personnel regarding Vantor's existing contractual relationships. This category parallels the corresponding Hemsworth request and is directed at the knowledge-of-exclusivity element of Vantor's tortious interference claims.

C. Objections and Compliance Status

Outside counsel for Tridale Manufacturing Inc. — Robert Delacroix of Meridian Law Group, Las Vegas, Nevada — contacted Calderwood & Harkness on April 14, 2022, shortly after service of the subpoena, to discuss the production timeline. Mr. Delacroix explained that Tridale's document management system had recently undergone a migration to a new cloud-based platform and that the company's IT department required additional time to complete the search, collection, and export of potentially responsive documents. Accordingly, Tridale's counsel requested a two-week extension to the production deadline, from May 9, 2022 to May 23, 2022.

After consultation with the litigation team and consideration of the overall discovery schedule, Cascade consented to the requested extension. The extended production deadline of May 23, 2022 was confirmed in writing between counsel on April 18, 2022. Tridale's counsel further indicated that Tridale would endeavor to produce documents on a rolling basis beginning in mid-May 2022, with the goal of providing a substantial initial production by May 16, 2022 and completing the production by the extended deadline.

Tridale's counsel raised no substantive objections to any of the eight categories of documents requested in the subpoena. Mr. Delacroix confirmed that Tridale would produce responsive documents across all categories without limitation, subject to reasonable protections for confidential business information under the existing Stipulated Protective Order.

Based on discussions with Tridale's counsel, the expected production volume is moderate. Mr. Delacroix estimated that approximately 5,000 to 7,000 documents would be responsive to the categories identified in the subpoena. The somewhat lower volume relative to Hemsworth reflects the shorter duration of the Tridale–Vantor relationship (approximately two years versus three years for Hemsworth) and the more limited scope of the Tridale business (consumer electronics accessories as compared to Hemsworth's broader home goods product line). The correspondence with Tridale's counsel is included in the consolidated correspondence file attached as Exhibit D.

V. SUBPOENA DETAILS — ORION LIFESTYLE BRANDS CORP.

A. Service Information

The subpoena duces tecum directed to Orion Lifestyle Brands Corp. was served on April 11, 2022 by personal service at the company's corporate headquarters in Los Angeles, California. The details of service are as follows:

Because Orion is a California corporation headquartered in Los Angeles, service was effected in accordance with the provisions of the California Code of Civil Procedure governing subpoenas duces tecum directed to nonparty witnesses. A proof of service is attached hereto as part of Exhibit C. Coordination with local counsel at Wortham & Adair LLP (Diana Prescott) was undertaken to ensure compliance with all California-specific procedural requirements. As with the other two suppliers, no deposition of Orion personnel has been noticed at this time, although the deposition of Simone Alvarez is anticipated during the September–November 2022 expanded discovery period.

B. Categories of Documents Requested

The Orion subpoena requests the production of documents in eight categories that substantively parallel the categories identified in the Hemsworth and Tridale subpoenas, adapted to reflect the specific terms and circumstances of the Orion–Vantor and Orion–Cascade relationships. The categories are as follows:

Category 1. The complete executed exclusive supply agreement between Orion and Vantor dated July 1, 2018, including all amendments, addenda, schedules, and exhibits thereto. Given the four-year term of the Orion–Vantor Agreement — the longest of the three supplier relationships at issue — there may be multiple amendments or modifications to the original terms that could bear on the scope of the exclusivity provisions, pricing terms, or termination rights. The complete agreement, with all modifications, is essential to Cascade's defense.

Category 2. All correspondence, communications, and internal memoranda regarding the negotiation, execution, amendment, or termination of the Orion–Vantor exclusive supply agreement. This request encompasses the full documentary history of the Orion–Vantor relationship over its nearly four-year duration, from initial negotiations in 2018 through any amendments, renewals discussions, or termination communications.

Category 3. All documents related to the exercise of the termination-for-convenience clause in the Orion–Vantor Agreement, including any notice of termination provided by Orion to Vantor, the date of such notice, and Vantor's response thereto. The Orion–Vantor Agreement provides for a 120-day notice period for termination for convenience — the longest notice period of the three agreements and the most significant from a timing perspective. Given that the Orion–Cascade Agreement was executed on May 10, 2021, while the Orion–Vantor Agreement was not set to expire until June 30, 2022, there was approximately thirteen months remaining on the Orion–Vantor term at the time of the transition. The question of whether Orion provided the required 120 days' written notice, and the timing of such notice relative to the execution of the Cascade agreement, is therefore of heightened importance.

Category 4. All correspondence, communications, and internal memoranda regarding the negotiation and execution of the supply agreement between Orion and Cascade dated May 10, 2021. The Orion–Cascade Agreement was the earliest of the three Cascade agreements to be executed, preceding the Hemsworth–Cascade Agreement by approximately three weeks and the Tridale–Cascade Agreement by approximately three months. The negotiation timeline and substance of discussions between Orion and Cascade are therefore of particular interest, as they may provide insight into the origins and early execution of Cascade's Project Atlas initiative.

Category 5. All documents reflecting or relating to any communications between Orion and Vantor regarding Cascade, Project Atlas, or any competing supplier arrangements. Given Orion's location in Los Angeles and the proximity of both Orion and Vantor to the Southern California consumer goods marketplace, there may have been more frequent and informal communications between Orion and Vantor regarding competitive dynamics, including discussions about Cascade's interest in establishing supplier relationships.

Category 6. All documents reflecting Orion's reasons for entering into the Cascade supply agreement and/or terminating the Vantor exclusive supply agreement. This request is directed at the internal deliberative process within Orion, which — given the company's status as a California corporation and the personal care and wellness focus of its business — may have involved consideration of factors beyond pure economics, such as brand alignment, distribution channel strategy, and long-term growth potential.

Category 7. Financial records showing actual revenues earned under the Vantor agreement (annually and in total) and projected revenues under the Cascade agreement. Given the nearly four-year duration of the Orion–Vantor relationship, the financial records are expected to provide a particularly comprehensive picture of the economic trajectory of the relationship and any changes in purchase volumes or pricing over time.

Category 8. All documents reflecting any representations made by Cascade personnel regarding Vantor's existing contractual relationships. As with the corresponding requests to Hemsworth and Tridale, this category targets the knowledge-of-exclusivity element of Vantor's claims.

C. Objections and Compliance Status

Outside counsel for Orion Lifestyle Brands Corp. — Sandra Ito of Park, Ito & Associates LLP, Los Angeles, California — contacted Calderwood & Harkness on April 15, 2022 to discuss the scope of certain categories of documents requested in the subpoena. Ms. Ito raised objections on grounds of overbreadth as to Category 7 (financial records), arguing that the request as drafted could be construed to encompass not only revenue figures but also Orion's proprietary internal cost data, margin analyses, and pricing models — information that Orion considers to be among its most competitively sensitive trade secrets.

After discussion and negotiation between counsel, the parties reached agreement to narrow the scope of Category 7. Specifically, Orion agreed to produce revenue data, including annual revenues earned under the Vantor agreement and projected annual revenues under the Cascade agreement, but would exclude proprietary cost-of-goods-sold information, internal margin calculations, and detailed pricing models unless such information became specifically relevant to the damages calculations at a later stage of the proceedings. The parties agreed that this limitation would be subject to reconsideration if Vantor's damages expert relied on supplier margin data in formulating a damages opinion, in which case Cascade would reserve the right to seek supplemental production from Orion. This agreement was memorialized in correspondence between counsel dated April 20, 2022, which is included in Exhibit D.

No other substantive objections were raised. Orion did not seek an extension of the May 11, 2022 production deadline.

Based on discussions with Orion's counsel, the expected production volume is substantial. Ms. Ito estimated that approximately 8,000 to 12,000 documents would be responsive to the categories identified in the subpoena. The higher volume reflects the longer duration of the Orion–Vantor relationship (executed July 1, 2018 — nearly four years prior to the present date), the broader scope of Orion's product lines and the correspondingly larger number of internal stakeholders involved in the Vantor and Cascade relationships, and the extensive internal deliberative process that Orion's leadership team undertook in connection with the supplier transition. Ms. Ito indicated that documents would be drawn from the files of approximately eight to ten custodians, including CEO Simone Alvarez, the Chief Financial Officer, the Vice President of Business Development, the General Counsel, and senior members of the sales and marketing teams.

VI. PRODUCTION SUMMARY AND DOCUMENT MANAGEMENT

A. Aggregate Production Volume

Across the three subpoenaed suppliers, the aggregate volume of documents produced (or anticipated to be produced upon completion of all productions) is summarized as follows:

As reflected in the table above, the total number of third-party documents received across all three supplier productions, as ultimately received and processed, is 23,567. This figure falls squarely within the range of initial estimates provided by third-party counsel and is consistent with the scope of the document requests. The Hemsworth production was the largest on a per-custodian basis, while the Orion production, though encompassing a longer time period, was moderated by the agreed-upon narrowing of the financial records category.

All three productions have been received by or delivered to Krane Investigations LLC, the e-discovery vendor retained by Calderwood & Harkness for document processing in this matter. The Krane project team is led by Samuel Byrd, Project Manager, and operates from Krane's Los Angeles office at 333 South Hope Street, Suite 1600, Los Angeles, California 90071. The third-party productions have been processed, de-duplicated, and loaded into the Relativity e-discovery review platform alongside the document productions received from Cascade and Vantor, enabling the litigation team to conduct unified searches, cross-reference documents across custodians and parties, and maintain a comprehensive view of the evidentiary record.

B. Document Handling and Review Protocol

The third-party productions are being handled in accordance with the following document management and review protocols:

Bates Numbering. All third-party documents have been Bates-stamped with supplier-specific prefixes to enable easy identification and tracking. Hemsworth documents bear the prefix "TP-HEM," Tridale documents bear the prefix "TP-TRI," and Orion documents bear the prefix "TP-ORI." The Bates numbering is sequential within each prefix set and follows immediately after the last Bates number assigned to the preceding production from the same supplier, in cases of rolling productions.

Review Team and Protocol. The third-party documents are being reviewed by the Calderwood & Harkness litigation team, which includes the undersigned associates as well as a team of seven contract attorneys engaged for the document review phase. The review protocol follows the same framework established for the Cascade and Vantor productions, with reviewers coding each document for relevance, responsiveness, and potential privilege. Although the third-party documents are not subject to the same privilege assertions as Cascade's own documents, the review team has been instructed to identify and flag any documents that appear to reflect or implicate attorney-client communications or work product of the third-party suppliers, as such documents may be subject to clawback under the terms of the Stipulated Protective Order and Fed. R. Evid. 502(d) (to the extent applicable in state court proceedings).

Prioritized Review Categories. Given the volume of the combined third-party productions, the litigation team has established the following priorities for review, in descending order of importance:

(a) Executed exclusive supply agreements and all amendments, addenda, schedules, and exhibits — to confirm the precise terms of the Vantor exclusivity provisions, the termination-for-convenience clauses, and the minimum annual purchase commitments.

(b) Termination-for-convenience notices and all related correspondence — to establish the timing and substance of each supplier's exercise of its termination right and whether proper notice was provided to Vantor.

(c) Communications between the suppliers and Cascade personnel, with particular focus on communications involving Annika Bergström (Cascade's Vice President of Procurement) and Lena Torvik (Cascade's Director of Strategic Sourcing) — to assess the nature and extent of Cascade's interactions with the suppliers and any representations made regarding Vantor's existing contractual relationships.

(d) Communications between the suppliers and Vantor personnel, with particular focus on communications involving Thomas Brennecke (Vantor's Senior Vice President of Supply Chain) — to assess Vantor's awareness of the supplier transitions and its response to the termination notices.

(e) Internal supplier memoranda, board minutes, and executive correspondence reflecting the suppliers' reasons for transitioning from Vantor to Cascade — to support Cascade's defense that the suppliers acted independently and for legitimate commercial reasons.

C. Coordination with Overall discovery

The third-party productions constitute a significant supplement to the core discovery that has already been conducted in this matter. The current state of document discovery across all parties and third parties is summarized below:

• Cascade Retail Holdings Inc.: 452,316 documents collected from 23 custodians; 198,740 documents reviewed to date; 78,412 documents produced to Vantor. The privilege log currently reflects 3,214 entries for documents withheld by Cascade on the basis of attorney-client privilege and/or work product protection.

• Vantor Holdings Corp.: 41,308 documents produced to Cascade. Vantor's collection and review statistics have not been disclosed in detail, but the volume of its production is consistent with the narrower scope of Vantor's discovery obligations (Vantor is the plaintiff and bears the burden of proof on its claims; Cascade's affirmative discovery from Vantor has focused on Vantor's knowledge of the termination-for-convenience clauses and Vantor's actual damages calculations).

• Third-Party Suppliers (Hemsworth, Tridale, Orion): 23,567 documents produced in aggregate, as detailed above.

• Total Produced Documents in Case: In excess of 143,000 documents, inclusive of all party and third-party productions. This figure does not include documents that have been collected but not yet reviewed or produced by any party.

The third-party productions are expected to play an important role in the preparation for depositions of the supplier fact witnesses — specifically Janet Kohler (Hemsworth CEO), Gregory Fontaine (Tridale President), and Simone Alvarez (Orion CEO) — which are anticipated to be scheduled during the September–November 2022 expanded discovery period established by the Scheduling Order. Key documents identified during the prioritized review of the third-party productions will be assembled into deposition exhibit binders for each witness, and the deposition outlines will be tailored to address the specific documentary record produced by each supplier.

VII. STRATEGIC SIGNIFICANCE OF REQUESTED DOCUMENTS

A. Termination-for-Convenience Clauses

The termination-for-convenience clauses contained in each of the three Vantor exclusive supply agreements are central to Cascade's defense. Each agreement permitted either party — Vantor or the supplier — to terminate the agreement without cause upon the provision of written notice within a specified period. The applicable notice periods are as follows:

• Hemsworth–Vantor Agreement: 90 days' written notice

• Tridale–Vantor Agreement: 60 days' written notice

• Orion–Vantor Agreement: 120 days' written notice

The third-party productions should confirm whether and when each supplier exercised its termination-for-convenience right, and whether proper notice was given to Vantor in compliance with the contractual requirements. This is a threshold factual issue that bears directly on the viability of Vantor's tortious interference with contractual relations claim. Under California law, a plaintiff asserting tortious interference with contractual relations must prove, among other elements, the existence of a valid contract and that the defendant's conduct caused a disruption of the contractual relationship. See Glenrock Corporation, 29 Cal. 4th 1134, 1153 (2003). If each supplier properly exercised its contractual right to terminate the Vantor agreement for convenience before entering into the Cascade agreement, the supplier's termination did not constitute a breach of contract, and Cascade cannot be held liable for inducing a breach that never occurred.

The critical question is one of timing. The following table summarizes the remaining term of each Vantor exclusive supply agreement at the time the corresponding Cascade agreement was executed:

For each supplier, the timeline of the termination notice relative to the execution of the Cascade agreement is critical. If, for example, Hemsworth provided its 90-day termination notice to Vantor on or before March 3, 2021 (90 days before June 1, 2021), the Hemsworth–Vantor Agreement would have been effectively terminated by the time the Hemsworth–Cascade Agreement was executed. Conversely, if the termination notice was provided after the Cascade agreement was already in place, Vantor may argue that the termination was a consequence of, rather than a predicate for, the Cascade relationship.

The analysis is similar for Tridale (requiring 60 days' notice prior to the August 15, 2021 Cascade agreement, i.e., on or before June 16, 2021) and Orion (requiring 120 days' notice prior to the May 10, 2021 Cascade agreement, i.e., on or before January 10, 2021). The Orion timeline is the most challenging for Cascade's defense, given the 120-day notice requirement and the early date of the Orion–Cascade Agreement.

If the suppliers properly terminated their respective Vantor agreements through the exercise of the termination-for-convenience clauses, Cascade's argument that no contractual breach was induced is significantly strengthened, and the tortious interference with contractual relations claim becomes vulnerable to a motion for summary judgment.

B. Independent Supplier Decision-Making

Documents reflecting the suppliers' internal deliberations and motivations for transitioning away from Vantor and toward Cascade are essential to Cascade's defense that the suppliers acted independently, without inducement or improper means on Cascade's part. Under California law, a claim for tortious interference with contractual relations requires proof that the defendant's conduct was "independently wrongful" — that is, wrongful apart from the interference itself. See Quelimane Co. v. Stewart Title Guar. Co., 19 Cal. 4th 26, 55–56 (1998). If the suppliers' own records demonstrate that they made independent, commercially motivated decisions to transition to Cascade, the element of improper inducement is negated.

The financial records produced by the suppliers are expected to be particularly compelling on this point. The disparity between the Vantor and Cascade annual purchase commitments is stark:

• Hemsworth: Vantor commitment of $12.5 million per year versus Cascade commitment of $28.0 million per year — an increase of $15.5 million, or 124%.

• Tridale: Vantor commitment of $8.3 million per year versus Cascade commitment of $19.5 million per year — an increase of $11.2 million, or 135%.

• Orion: Vantor commitment of $14.6 million per year versus Cascade commitment of $31.0 million per year — an increase of $16.4 million, or 112%.

In the aggregate, the three suppliers stood to receive approximately $43.1 million per year more in purchase commitments from Cascade than they were receiving under their Vantor agreements. This economic reality provides a powerful, independent justification for each supplier's decision to transition — one that does not depend on any inducement or improper means by Cascade.

Internal supplier memoranda, strategic planning documents, and board or executive committee minutes discussing the comparative economic merits of the Vantor and Cascade relationships will be among the most important documents produced in this litigation. If these documents confirm that the suppliers' decisions were driven by the substantially superior economic terms offered by Cascade, the defense of independent decision-making will be well-supported.

C. Knowledge of Exclusivity Provisions

A critical element of Vantor's tortious interference claims is that Cascade had actual knowledge of the exclusivity provisions in the Vantor agreements at the time it entered into the Cascade supply agreements with the three suppliers. Under California law, a plaintiff asserting tortious interference must prove that the defendant knew of the existence of the contractual relationship. See Reeves v. Hanlon, 33 Cal. 4th 1140, 1148 (2004).

The third-party productions may reveal the substance of communications between Cascade personnel and the suppliers, including whether Cascade representatives inquired about, were informed of, or deliberately avoided learning about the existence of the Vantor exclusivity provisions. Any communications from Cascade personnel — particularly Annika Bergström (VP of Procurement) and Lena Torvik (Director of Strategic Sourcing) — to the suppliers that reference Vantor's existing contracts, the exclusivity provisions, or the termination-for-convenience clauses will be directly relevant to this element.

This evidence will be cross-referenced against the 14 internal Cascade Project Atlas emails that reference Vantor's supplier relationships, which were identified during the initial review of Cascade's document collection. Those 14 emails, drawn from a total corpus of 2,847 Project Atlas emails, are currently the subject of ongoing analysis. The third-party productions will provide an independent evidentiary basis against which to assess the completeness and accuracy of the picture painted by the Cascade internal emails. Specifically, if the supplier documents reflect that Cascade personnel made statements about Vantor's exclusivity provisions that are not reflected in the 14 identified Cascade emails, this discrepancy may raise questions about the completeness of Cascade's production — or may indicate that certain communications occurred orally or through channels not captured in the email collection.

Conversely, if the supplier documents confirm that Cascade personnel did not inquire about or receive information regarding Vantor's exclusivity provisions, this will strengthen Cascade's defense that it lacked actual knowledge of the exclusivity terms and entered into the supplier agreements in good faith, in the ordinary course of competitive business activity.

VIII. NOTICES TO OPPOSING COUNSEL

Pursuant to the applicable provisions of the California Code of Civil Procedure and the Scheduling Order entered on January 14, 2022, advance notice of all three subpoenas was provided to Vantor's counsel of record prior to service. Vantor is represented in this matter by Martin Kessler and Natalie Whitfield of Kessler, Brandt & Whitfield LLP, 1999 Avenue of the Stars, Suite 2800, Los Angeles, California 90067.

Notice was provided as follows:

• Hemsworth Subpoena: Written notice was transmitted to Kessler, Brandt & Whitfield LLP by email and first-class mail on March 28, 2022 — seven days prior to the April 4, 2022 date of service.

• Tridale Subpoena: Written notice was transmitted to Kessler, Brandt & Whitfield LLP by email and first-class mail on April 1, 2022 — seven days prior to the April 8, 2022 date of service.

• Orion Subpoena: Written notice was transmitted to Kessler, Brandt & Whitfield LLP by email and first-class mail on April 4, 2022 — seven days prior to the April 11, 2022 date of service.

In each instance, the notice included a copy of the subpoena to be served and identified the categories of documents requested. Vantor's counsel acknowledged receipt of the notices and did not object to the issuance of the subpoenas. However, Vantor's counsel expressly reserved the right to raise objections to specific document categories at the time of production, including objections based on relevance, overbreadth, or the assertion that certain documents are protected by Vantor's own attorney-client privilege or work product protections (to the extent that any supplier documents contain or reflect Vantor's privileged communications).

Consumer notice requirements under applicable California, Oregon, and Nevada law were satisfied in connection with each subpoena. No consumer objections have been received.

IX. NEXT STEPS AND RECOMMENDED ACTIONS

Based on the foregoing, the following next steps and recommended actions are presented for Mr. Carmichael's consideration:

1. Monitor Production Deadlines and Follow Up with Third-Party Counsel. The production deadlines for the three subpoenas are May 4, 2022 (Hemsworth), May 23, 2022 (Tridale, as extended), and May 11, 2022 (Orion). The litigation team should monitor compliance with these deadlines and follow up promptly with third-party counsel in the event of any delays or deficiencies. If any supplier fails to produce responsive documents by the applicable deadline, the team should assess the advisability of filing a motion to compel compliance with the subpoena.

2. Coordinate with Krane Investigations LLC for Processing. Upon receipt of each supplier's production, the documents should be transmitted promptly to Krane Investigations LLC for processing, de-duplication against the existing document universe, and loading into the Relativity review platform. Samuel Byrd, the Krane Project Manager, has been briefed on the anticipated production volumes and has confirmed that his team has the capacity to process the productions within five to seven business days of receipt. The Bates-stamping protocol (TP-HEM, TP-TRI, TP-ORI) should be confirmed with Krane prior to processing.

3. Assign Prioritized Review of Key Document Categories. Once the third-party productions are loaded into Relativity, the review team should begin prioritized review in accordance with the protocol described in Section VI.B above. The highest priority should be given to the termination-for-convenience notices and related correspondence, followed by communications between the suppliers and Cascade personnel (especially Annika Bergström and Lena Torvik). A targeted review of these categories can be completed within approximately two to three weeks of loading, providing early visibility into the strength of Cascade's termination-for-convenience defense.

4. Identify Key Documents for Upcoming Depositions. Key documents identified during the prioritized review should be earmarked for use as potential deposition exhibits in the depositions of supplier fact witnesses — Janet Kohler (Hemsworth CEO), Gregory Fontaine (Tridale President), and Simone Alvarez (Orion CEO). These depositions are anticipated to be scheduled during the September–November 2022 expanded discovery period and will be critical to developing the factual record on independent supplier decision-making, the exercise of termination rights, and Cascade's knowledge of exclusivity provisions. Deposition preparation should begin no later than August 2022.

5. Assess Need for Supplemental Subpoenas or Deposition Notices. Once the initial productions have been reviewed, the litigation team should assess whether supplemental subpoenas or additional deposition notices should be issued. In particular, if the initial productions reveal that key custodians within any of the three suppliers were not included in the supplier's document search, or if specific categories of documents appear to have been withheld or underproduced, supplemental requests should be prepared. Similarly, if the initial productions identify individuals beyond the three CEOs/Presidents whose testimony would be relevant (e.g., general counsel, CFOs, or business development personnel), deposition notices for those individuals should be considered.

6. Coordinate with Local Counsel. The team should continue to coordinate with Wortham & Adair LLP — specifically Diana Prescott, at 611 West Sixth Street, Suite 2400, Los Angeles, California 90017 — as local counsel for any California-specific procedural issues that may arise in connection with the Orion subpoena. While no procedural complications have arisen to date, Ms. Prescott should be kept apprised of any objections or compliance issues and should be prepared to assist with any motion to compel if necessary. Additionally, coordination with local counsel in Oregon and Nevada may be required if compliance issues arise with respect to the Hemsworth and Tridale subpoenas, respectively.

7. Budget Impact. The e-discovery processing costs for the third-party productions are estimated at $85,000 to $120,000, encompassing ingestion, processing, de-duplication, Bates stamping, and loading into the Relativity platform. These costs will be billed through Krane Investigations LLC as part of the overall e-discovery budget for this matter. Total Krane costs are currently tracking toward $892,400 for the full scope of e-discovery services in this case, inclusive of Cascade's own document collection, processing, and hosting, as well as the third-party productions and anticipated future processing needs. The budget estimate should be updated once the actual production volumes are confirmed and processing is complete. Any significant variance from the estimated range will be reported to the Client promptly.

X. EXHIBITS AND ATTACHMENTS

The following exhibits are attached to this memorandum and should be maintained in the case filing system under C&H Matter No. 1038-00007:

Exhibit A: Subpoena Duces Tecum — Hemsworth Consumer Products LLC (with Proof of Service dated April 4, 2022)

Exhibit B: Subpoena Duces Tecum — Tridale Manufacturing Inc. (with Proof of Service dated April 8, 2022)

Exhibit C: Subpoena Duces Tecum — Orion Lifestyle Brands Corp. (with Proof of Service dated April 11, 2022)

Exhibit D: Correspondence with Third-Party Counsel Regarding Objections and Agreed Modifications, including:

• Correspondence with Patricia Langford, Reeves & Langford LLP (counsel for Hemsworth), dated April 11, 2022, regarding protective order framework for proprietary pricing information

• Correspondence with Robert Delacroix, Meridian Law Group (counsel for Tridale), dated April 14, 2022 and April 18, 2022, regarding two-week extension to production deadline

• Correspondence with Sandra Ito, Park, Ito & Associates LLP (counsel for Orion), dated April 15, 2022 and April 20, 2022, regarding narrowing of Category 7 (financial records)

Exhibit E: Production Tracking Log (to be updated upon receipt of productions from each supplier)

This memorandum is a privileged and confidential attorney work product prepared by Calderwood & Harkness LLP in connection with the representation of Cascade Retail Holdings Inc. in Vantor Holdings Corp. v. Cascade Retail Holdings Inc., Case No. 21STCV-34872, Su

CALDERWOOD & HARKNESS LLP 600 South Grand Avenue, Suite 3200 Los Angeles, California 90071 Telephone: (213) 555-9800 Facsimile: (213) 555-9801
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
MEMORANDUM
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I. PURPOSE OF MEMORANDUM
This memorandum provides a consolidated reference for the three third-party subpoenas duces tecum served in April 2022 on Hemsworth Consumer Products LLC ("Hemsworth"), Tridale Manufacturing Inc. ("Tridale"), and Orion Lifestyle Brands Corp. ("Orion") — the three suppliers at the center of Vantor Holdings Corp.'s ("Vantor") tortious interference and unfair business practices claims against our client, Cascade Retail Holdings Inc. ("Cascade" or the "Client"). The purpose of this memorandum is fourfold:
First, we summarize the substance of each subpoena, including the specific categories of documents requested from each third-party supplier, the legal basis for each request, and the relevance of the requested documents to Cascade's defense strategy in the underlying litigation.
Second, we consolidate the filing record for each subpoena in a single reference document. This includes the date of service, the method of service, the identity of the individual upon whom service was effected, the applicable production deadlines, and any extensions negotiated with counsel for the respective third parties.
Third, we provide a comprehensive reference for tracking compliance with the subpoenas and anticipated production volumes, including the status of any objections raised by third-party counsel, the resolution of those objections, and the estimated volume of responsive documents to be produced by each supplier.
Fourth, we identify the strategic significance of the requested documents in the context of Cascade's core defenses — particularly with respect to the termination-for-convenience clauses in each of the Vantor exclusive supply agreements, the suppliers' independent business motivations for transitioning to Cascade, and the question of Cascade's knowledge (or lack thereof) of Vantor's exclusivity provisions.
All three subpoenas were issued pursuant to, and consistent with, the Joint discovery Plan and Scheduling Order entered by the Honorable Margaret Chen on January 14, 2022 (the "Scheduling Order"), which authorized the parties to serve third-party subpoenas during the core document discovery period and established the procedural framework governing such service. The Scheduling Order provides that core document discovery shall proceed from March 1, 2022 through August 31, 2022, with an expanded discovery period for depositions running from September 1, 2022 through November 30, 2022.
This memorandum should be read in conjunction with the attached exhibits, which include copies of each subpoena with proof of service, relevant correspondence with third-party counsel, and a production tracking log to be updated as productions are received and processed.
II. BACKGROUND
A. Case Overview
This action arises from the competitive dynamics of the consumer goods retail industry, specifically the relationship between Vantor Holdings Corp. and Cascade Retail Holdings Inc. — two large-scale retailers that compete for supplier relationships across multiple product categories including home goods, consumer electronics accessories, and personal care products.
Vantor Holdings Corp. filed its complaint on September 7, 2021 in the Superior Court of California, County of Los Angeles, asserting three causes of action against Cascade:
(1) Tortious Interference with Contractual Relations. Vantor alleges that Cascade intentionally and improperly interfered with Vantor's exclusive supply agreements with Hemsworth, Tridale, and Orion by inducing each supplier to breach or prematurely terminate its existing exclusive arrangement with Vantor and enter into new, competing supply agreements with Cascade.
(2) Tortious Interference with Prospective Economic Advantage. Vantor further alleges that, even to the extent any of the exclusive supply agreements were subject to valid termination, Cascade engaged in independently wrongful conduct — including misrepresentation, concealment, and the exploitation of confidential business information — to disrupt Vantor's prospective economic relationships with the three suppliers, thereby preventing Vantor from renewing or extending those relationships on commercially reasonable terms.
(3) Unfair Business Practices under Cal. Bus. & Prof. Code § 17200. Vantor asserts that Cascade's conduct constitutes unlawful, unfair, or fraudulent business practices within the meaning of California's Unfair Competition Law, entitling Vantor to restitution and injunctive relief.
Vantor claims total damages of $87.4 million, which it alleges represent the aggregate economic harm resulting from the loss of its three key supplier relationships, including lost revenues, increased procurement costs from substitute suppliers, and harm to Vantor's competitive position in the marketplace. The damages figure is broken down in Vantor's initial disclosures as approximately $24.1 million attributable to the Hemsworth relationship, $18.7 million attributable to Tridale, and $44.6 million attributable to Orion.
Cascade filed its answer and affirmative defenses on October 18, 2021. Among Cascade's principal affirmative defenses are: (i) that each supplier independently and voluntarily chose to terminate its relationship with Vantor and enter into agreements with Cascade; (ii) that each supplier properly exercised the termination-for-convenience clause contained in its respective Vantor exclusive supply agreement prior to contracting with Cascade; (iii) that Cascade did not have actual knowledge of the exclusivity provisions in the Vantor agreements; (iv) that Cascade's conduct was privileged competition in the marketplace; and (v) that Vantor's damages are speculative and unsubstantiated.
The Scheduling Order entered on January 14, 2022 established a core document discovery period running from March 1, 2022 through August 31, 2022. Document collection from Cascade custodians has been extensive. To date, a total of 452,316 documents have been collected from Cascade's custodial files, email archives, and shared network drives. The documents were collected from 23 identified custodians, including Cascade's Chief Executive Officer, Chief Operating Officer, Vice President of Procurement, and senior members of the "Project Atlas" team — the internal Cascade initiative tasked with evaluating and securing new supplier partnerships. Document review by the Calderwood & Harkness litigation team, assisted by Krane Investigations LLC, is ongoing and proceeding according to the review protocol agreed upon by the parties.
B. The Three Supplier Relationships at Issue
The three suppliers at the center of this litigation are Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., and Orion Lifestyle Brands Corp. Each supplier maintained an exclusive supply agreement with Vantor that was in effect at the time the supplier entered into a new supply agreement with Cascade. The relevant facts pertaining to each supplier relationship are summarized below.
Hemsworth Consumer Products LLC. Hemsworth is an Oregon limited liability company headquartered at 4720 NW Yeon Avenue, Portland, Oregon 97210. The company is led by Chief Executive Officer Janet Kohler and specializes in the design, manufacture, and distribution of home goods and kitchen accessories, including cutting boards, utensil sets, storage containers, and related household products. Hemsworth executed an exclusive supply agreement with Vantor on March 15, 2019 (the "Hemsworth–Vantor Agreement"), which provided for a three-year term expiring on March 14, 2022, and included a minimum annual purchase commitment by Vantor of $12.5 million. The Hemsworth–Vantor Agreement contained a termination-for-convenience clause requiring 90 days' written notice prior to termination. Hemsworth subsequently entered into a new supply agreement with Cascade effective June 1, 2021 (the "Hemsworth–Cascade Agreement"), which provides for a five-year term and includes a significantly enhanced annual purchase commitment of $28.0 million — more than double the Vantor commitment level.
Tridale Manufacturing Inc. Tridale is a Nevada corporation headquartered at 6300 South Pecos Road, Suite 210, Las Vegas, Nevada 89120. The company is led by its President, Gregory Fontaine, and specializes in the manufacture and distribution of consumer electronics accessories, including cables, chargers, protective cases, and related products. Tridale executed an exclusive supply agreement with Vantor on January 10, 2020 (the "Tridale–Vantor Agreement"), which provided for a two-year term expiring on January 9, 2022, and included a minimum annual purchase commitment by Vantor of $8.3 million. The Tridale–Vantor Agreement contained a termination-for-convenience clause requiring 60 days' written notice prior to termination. Tridale subsequently entered into a new supply agreement with Cascade effective August 15, 2021 (the "Tridale–Cascade Agreement"), which provides for a three-year term and includes a minimum annual purchase commitment of $19.5 million — more than twice the Vantor commitment level.
Orion Lifestyle Brands Corp. Orion is a California corporation headquartered at 1900 Avenue of the Stars, Suite 1050, Los Angeles, California 90067. The company is led by Chief Executive Officer Simone Alvarez and specializes in personal care and wellness products, including skincare, aromatherapy, and nutritional supplement lines. Orion executed an exclusive supply agreement with Vantor on July 1, 2018 (the "Orion–Vantor Agreement"), which provided for a four-year term expiring on June 30, 2022, and included a minimum annual purchase commitment by Vantor of $14.6 million. The Orion–Vantor Agreement contained a termination-for-convenience clause requiring 120 days' written notice prior to termination. Orion subsequently entered into a new supply agreement with Cascade effective May 10, 2021 (the "Orion–Cascade Agreement"), which provides for a four-year term and includes a minimum annual purchase commitment of $31.0 million — more than double the Vantor commitment level. Notably, the Orion–Vantor relationship is the longest-standing of the three, having been in effect for nearly three years at the time Orion entered the Cascade agreement, and the Orion–Vantor Agreement had the most remaining time on its term — approximately thirteen months — at the time of the transition.
The table below summarizes the key parameters of the six supply agreements at issue:
C. Relevance of Third-Party discovery
Documents in the possession of the three suppliers are critical to establishing Cascade's key defenses in this litigation. Specifically, the third-party discovery will bear directly on three core defense themes:
(1) Independent Supplier Decision-Making. Cascade's principal defense is that each of the three suppliers independently chose to enter into supply agreements with Cascade without inducement, coercion, or improper means on Cascade's part. Supplier documents — particularly internal deliberative memoranda, board minutes, executive correspondence, and financial analyses — will demonstrate whether the decision to transition away from Vantor and toward Cascade was driven by the suppliers' own commercial judgments, including the substantially higher annual purchase commitments offered by Cascade.
(2) Proper Exercise of Termination-for-Convenience Clauses. Each of the three Vantor exclusive supply agreements contained a termination-for-convenience clause permitting either party to terminate the agreement upon specified written notice — 90 days for Hemsworth, 60 days for Tridale, and 120 days for Orion. Third-party documents will confirm whether and when each supplier exercised its termination-for-convenience right, whether proper notice was given to Vantor in compliance with the contractual requirements, and the chronological relationship between the termination notices and the execution of the Cascade agreements. If the suppliers properly terminated their Vantor agreements before entering into the Cascade agreements, Cascade's argument that no contractual breach was induced is significantly strengthened.
(3) Cascade's Knowledge of Exclusivity Provisions. A critical element of Vantor's tortious interference claims is that Cascade had actual knowledge of the exclusivity provisions in the Vantor agreements. Third-party documents may reveal the substance of communications between Cascade personnel and the suppliers, including whether Cascade representatives inquired about, were informed of, or deliberately avoided learning about the existence of the Vantor exclusivity provisions. This evidence will be cross-referenced against the 14 internal Cascade "Project Atlas" emails that reference Vantor's supplier relationships, which were identified in Cascade's document collection. Those 14 emails were drawn from a total corpus of 2,847 Project Atlas emails and are currently the subject of ongoing privilege review and relevance analysis.
In addition, the third-party productions will provide an independent documentary record against which to evaluate the credibility and completeness of both parties' own productions. Any inconsistencies between the suppliers' records and the documents produced by Cascade or Vantor will be relevant to assessing the reliability of the parties' representations regarding the nature and circumstances of the supplier transitions.
III. SUBPOENA DETAILS — HEMSWORTH CONSUMER PRODUCTS LLC
A. Service Information
The subpoena duces tecum directed to Hemsworth Consumer Products LLC was served on April 4, 2022 by personal service on the company's registered agent at its principal place of business. The details of service are as follows:
Service was effected through a licensed process server retained by Calderwood & Harkness and was accomplished in compliance with the applicable provisions of Oregon and California law governing out-of-state subpoenas. A proof of service is attached hereto as part of Exhibit A. No deposition of Hemsworth personnel has been noticed at this time, although the deposition of Janet Kohler is anticipated to be scheduled during the September–November 2022 expanded discovery period, as discussed further in Section IX below.
B. Categories of Documents Requested
The Hemsworth subpoena requests the production of documents in eight categories, each of which is specifically tailored to the issues in dispute and the defenses asserted by Cascade. The categories are as follows:
Category 1. The complete executed exclusive supply agreement between Hemsworth and Vantor dated March 15, 2019, including all amendments, addenda, schedules, and exhibits thereto. This request is intended to ensure that Cascade has access to the complete, executed version of the Hemsworth–Vantor Agreement, including any modifications to the original terms that may bear on the scope of the exclusivity provisions, the termination-for-convenience clause, or the minimum annual purchase commitment.
Category 2. All correspondence, communications, and internal memoranda regarding the negotiation, execution, amendment, or termination of the Hemsworth–Vantor exclusive supply agreement. This request encompasses the full spectrum of communications reflecting the history and evolution of the Hemsworth–Vantor relationship, from initial negotiations through execution, any amendments during the term, and ultimately the termination of the agreement. These documents are expected to shed light on the parties' understanding of their respective obligations and the commercial context of the relationship.
Category 3. All documents related to the exercise of the termination-for-convenience clause in the Hemsworth–Vantor Agreement, including any notice of termination provided by Hemsworth to Vantor, the date of such notice, and Vantor's response thereto. This category is of particular importance to Cascade's defense. The Hemsworth–Vantor Agreement provides for a 90-day notice period for termination for convenience. Documents responsive to this category will establish whether Hemsworth provided the required 90 days' written notice to Vantor prior to the effective date of termination, whether such notice was provided before or after the execution of the Hemsworth–Cascade Agreement on June 1, 2021, and how Vantor responded to the termination notice.
Category 4. All correspondence, communications, and internal memoranda regarding the negotiation and execution of the supply agreement between Hemsworth and Cascade Retail Holdings Inc. dated June 1, 2021. This request is directed at the full documentary record of the Hemsworth–Cascade relationship, from initial contacts through the execution of the supply agreement. These documents will reveal the timeline and substance of negotiations, the identity of Cascade personnel involved (including, potentially, Annika Bergström and Lena Torvik), and the terms discussed during the negotiation process.
Category 5. All documents reflecting or relating to any communications between Hemsworth and Vantor regarding Cascade, Project Atlas, or any competing supplier arrangements. This category is designed to capture any communications in which Vantor or Hemsworth discussed Cascade's activities, including any references to Cascade's Project Atlas initiative or Cascade's efforts to secure alternative supplier relationships. These documents may reveal whether Vantor was aware of Cascade's interest in Hemsworth and, conversely, whether Hemsworth communicated any concerns to Vantor about the prospect of transitioning to Cascade.
Category 6. All documents reflecting Hemsworth's reasons for entering into the Cascade supply agreement and/or terminating the Vantor exclusive supply agreement. This request is directed at the internal deliberative process within Hemsworth that led to its decision to transition away from Vantor and enter into a new supply relationship with Cascade. Documents responsive to this category — such as internal memoranda, board meeting minutes, executive emails, and strategic planning documents — will be central to Cascade's defense that Hemsworth acted independently and for legitimate commercial reasons, without inducement or coercion by Cascade.
Category 7. Financial records showing actual revenues earned under the Vantor agreement (annually and in total) and projected revenues under the Cascade agreement. These records will provide an objective basis for comparing the economic value of the Vantor and Cascade relationships from Hemsworth's perspective and will support the defense that Hemsworth's decision was driven by the substantially superior economic terms offered by Cascade (annual purchase commitment of $28.0 million versus $12.5 million under the Vantor agreement).
Category 8. All documents reflecting any representations made by Cascade personnel — including specifically Annika Bergström, Lena Torvik, or any other Cascade employee — regarding Vantor's existing contractual relationships. This category is targeted at the knowledge-of-exclusivity element of Vantor's tortious interference claims. If Cascade personnel made representations to Hemsworth about Vantor's existing contracts, those representations may reveal the extent of Cascade's awareness of the exclusivity provisions. Conversely, if no such representations were made, the absence of responsive documents will support Cascade's defense that it lacked actual knowledge of the exclusivity terms.
C. Objections and Compliance Status
Outside counsel for Hemsworth Consumer Products LLC acknowledged receipt of the subpoena promptly following service and indicated a general willingness to comply with the document requests. In an initial telephonic conference on April 11, 2022, Hemsworth's counsel — Patricia Langford of Reeves & Langford LLP, Portland, Oregon — confirmed that Hemsworth would undertake a reasonable search and collection of responsive documents and would produce on the agreed-upon schedule.
Hemsworth's counsel raised limited objections concerning the scope of Category 7, specifically with respect to proprietary pricing information embedded within the requested financial records. Ms. Langford expressed concern that production of detailed pricing schedules and internal cost structures could compromise Hemsworth's competitive position in the marketplace if such information were disclosed beyond the confines of the litigation. Following a brief negotiation, the parties agreed that Hemsworth's production of financial records under Category 7 would be governed by the existing Stipulated Protective Order entered in this case on February 8, 2022, which provides for designation of documents as "CONFIDENTIAL — ATTORNEYS' EYES ONLY" where appropriate. Hemsworth's counsel confirmed that this framework was acceptable and withdrew any further objection to Category 7.
No other substantive objections were raised. Hemsworth did not seek an extension of the May 4, 2022 production deadline.
Based on discussions with Hemsworth's counsel, the expected production volume is substantial. Ms. Langford estimated that approximately 8,000 to 10,000 documents would be responsive to the categories identified in the subpoena, drawing from the files of five to seven custodians within Hemsworth, including CEO Janet Kohler, the Vice President of Sales, the General Counsel, and relevant members of the business development team. The correspondence with Hemsworth's counsel regarding objections and agreed modifications is included in the consolidated correspondence file attached as Exhibit D.
IV. SUBPOENA DETAILS — TRIDALE MANUFACTURING INC.
A. Service Information
The subpoena duces tecum directed to Tridale Manufacturing Inc. was served on April 8, 2022 by personal service on the company's registered agent at its principal place of business. The details of service are as follows:
Service was effected through a licensed process server retained by Calderwood & Harkness and was accomplished in compliance with the applicable provisions of Nevada and California law governing out-of-state subpoenas, including the requirements of the Uniform Interstate Depositions and discovery Act as adopted in Nevada (Nev. Rev. Stat. §§ 53.050–53.100). A proof of service is attached hereto as part of Exhibit B. As with Hemsworth, no deposition of Tridale personnel has been noticed at this time, although the deposition of Gregory Fontaine is anticipated during the September–November 2022 expanded discovery period.
B. Categories of Documents Requested
The Tridale subpoena requests the production of documents in eight categories that substantively parallel the categories identified in the Hemsworth subpoena, adapted to reflect the specific terms and circumstances of the Tridale–Vantor and Tridale–Cascade relationships. The categories are as follows:
Category 1. The complete executed exclusive supply agreement between Tridale and Vantor dated January 10, 2020, including all amendments, addenda, schedules, and exhibits thereto. As with the corresponding Hemsworth request, this category is intended to ensure that Cascade obtains the complete, executed version of the operative agreement, including any modifications that may have been made during its two-year term.
Category 2. All correspondence, communications, and internal memoranda regarding the negotiation, execution, amendment, or termination of the Tridale–Vantor exclusive supply agreement. This category encompasses the full documentary record of the Tridale–Vantor relationship, from the initial negotiations in late 2019 through the execution on January 10, 2020 and any subsequent amendments or the ultimate termination of the agreement.
Category 3. All documents related to the exercise of the termination-for-convenience clause in the Tridale–Vantor Agreement, including any notice of termination provided by Tridale to Vantor, the date of such notice, and Vantor's response thereto. The Tridale–Vantor Agreement provides for a 60-day notice period for termination for convenience — the shortest of the three supplier agreements at issue. Given the relatively short remaining term of the Tridale–Vantor Agreement at the time the Tridale–Cascade Agreement was executed (approximately five months, from August 15, 2021 to January 9, 2022), the timing and substance of any termination notice is of particular significance. Documents responsive to this category will establish whether Tridale provided the requisite 60 days' written notice prior to the effective date of termination and the chronological relationship between the notice and the execution of the Cascade agreement.
Category 4. All correspondence, communications, and internal memoranda regarding the negotiation and execution of the supply agreement between Tridale and Cascade dated August 15, 2021. These documents will reveal the timeline, substance, and participants in the negotiations that led to the Tridale–Cascade Agreement, and will provide insight into whether Cascade's representatives made any statements or commitments regarding Vantor's existing contractual arrangements with Tridale.
Category 5. All documents reflecting or relating to any communications between Tridale and Vantor regarding Cascade, Project Atlas, or any competing supplier arrangements. As with the corresponding Hemsworth request, this category is designed to capture any discussions between Tridale and Vantor concerning Cascade's interest in establishing a supply relationship with Tridale.
Category 6. All documents reflecting Tridale's reasons for entering into the Cascade supply agreement and/or terminating the Vantor exclusive supply agreement. This request targets Tridale's internal decision-making process, including any analyses of the comparative economic terms of the Vantor and Cascade relationships, strategic assessments of market positioning, and deliberations regarding the advisability of transitioning to a new retail partner.
Category 7. Financial records showing actual revenues earned under the Vantor agreement (annually and in total) and projected revenues under the Cascade agreement. These records will enable a direct comparison of the economic value of each relationship from Tridale's perspective and will document the significant disparity between the Vantor commitment level ($8.3 million annually) and the Cascade commitment level ($19.5 million annually).
Category 8. All documents reflecting any representations made by Cascade personnel regarding Vantor's existing contractual relationships. This category parallels the corresponding Hemsworth request and is directed at the knowledge-of-exclusivity element of Vantor's tortious interference claims.
C. Objections and Compliance Status
Outside counsel for Tridale Manufacturing Inc. — Robert Delacroix of Meridian Law Group, Las Vegas, Nevada — contacted Calderwood & Harkness on April 14, 2022, shortly after service of the subpoena, to discuss the production timeline. Mr. Delacroix explained that Tridale's document management system had recently undergone a migration to a new cloud-based platform and that the company's IT department required additional time to complete the search, collection, and export of potentially responsive documents. Accordingly, Tridale's counsel requested a two-week extension to the production deadline, from May 9, 2022 to May 23, 2022.
After consultation with the litigation team and consideration of the overall discovery schedule, Cascade consented to the requested extension. The extended production deadline of May 23, 2022 was confirmed in writing between counsel on April 18, 2022. Tridale's counsel further indicated that Tridale would endeavor to produce documents on a rolling basis beginning in mid-May 2022, with the goal of providing a substantial initial production by May 16, 2022 and completing the production by the extended deadline.
Tridale's counsel raised no substantive objections to any of the eight categories of documents requested in the subpoena. Mr. Delacroix confirmed that Tridale would produce responsive documents across all categories without limitation, subject to reasonable protections for confidential business information under the existing Stipulated Protective Order.
Based on discussions with Tridale's counsel, the expected production volume is moderate. Mr. Delacroix estimated that approximately 5,000 to 7,000 documents would be responsive to the categories identified in the subpoena. The somewhat lower volume relative to Hemsworth reflects the shorter duration of the Tridale–Vantor relationship (approximately two years versus three years for Hemsworth) and the more limited scope of the Tridale business (consumer electronics accessories as compared to Hemsworth's broader home goods product line). The correspondence with Tridale's counsel is included in the consolidated correspondence file attached as Exhibit D.
V. SUBPOENA DETAILS — ORION LIFESTYLE BRANDS CORP.
A. Service Information
The subpoena duces tecum directed to Orion Lifestyle Brands Corp. was served on April 11, 2022 by personal service at the company's corporate headquarters in Los Angeles, California. The details of service are as follows:
Because Orion is a California corporation headquartered in Los Angeles, service was effected in accordance with the provisions of the California Code of Civil Procedure governing subpoenas duces tecum directed to nonparty witnesses. A proof of service is attached hereto as part of Exhibit C. Coordination with local counsel at Wortham & Adair LLP (Diana Prescott) was undertaken to ensure compliance with all California-specific procedural requirements. As with the other two suppliers, no deposition of Orion personnel has been noticed at this time, although the deposition of Simone Alvarez is anticipated during the September–November 2022 expanded discovery period.
B. Categories of Documents Requested
The Orion subpoena requests the production of documents in eight categories that substantively parallel the categories identified in the Hemsworth and Tridale subpoenas, adapted to reflect the specific terms and circumstances of the Orion–Vantor and Orion–Cascade relationships. The categories are as follows:
Category 1. The complete executed exclusive supply agreement between Orion and Vantor dated July 1, 2018, including all amendments, addenda, schedules, and exhibits thereto. Given the four-year term of the Orion–Vantor Agreement — the longest of the three supplier relationships at issue — there may be multiple amendments or modifications to the original terms that could bear on the scope of the exclusivity provisions, pricing terms, or termination rights. The complete agreement, with all modifications, is essential to Cascade's defense.
Category 2. All correspondence, communications, and internal memoranda regarding the negotiation, execution, amendment, or termination of the Orion–Vantor exclusive supply agreement. This request encompasses the full documentary history of the Orion–Vantor relationship over its nearly four-year duration, from initial negotiations in 2018 through any amendments, renewals discussions, or termination communications.
Category 3. All documents related to the exercise of the termination-for-convenience clause in the Orion–Vantor Agreement, including any notice of termination provided by Orion to Vantor, the date of such notice, and Vantor's response thereto. The Orion–Vantor Agreement provides for a 120-day notice period for termination for convenience — the longest notice period of the three agreements and the most significant from a timing perspective. Given that the Orion–Cascade Agreement was executed on May 10, 2021, while the Orion–Vantor Agreement was not set to expire until June 30, 2022, there was approximately thirteen months remaining on the Orion–Vantor term at the time of the transition. The question of whether Orion provided the required 120 days' written notice, and the timing of such notice relative to the execution of the Cascade agreement, is therefore of heightened importance.
Category 4. All correspondence, communications, and internal memoranda regarding the negotiation and execution of the supply agreement between Orion and Cascade dated May 10, 2021. The Orion–Cascade Agreement was the earliest of the three Cascade agreements to be executed, preceding the Hemsworth–Cascade Agreement by approximately three weeks and the Tridale–Cascade Agreement by approximately three months. The negotiation timeline and substance of discussions between Orion and Cascade are therefore of particular interest, as they may provide insight into the origins and early execution of Cascade's Project Atlas initiative.
Category 5. All documents reflecting or relating to any communications between Orion and Vantor regarding Cascade, Project Atlas, or any competing supplier arrangements. Given Orion's location in Los Angeles and the proximity of both Orion and Vantor to the Southern California consumer goods marketplace, there may have been more frequent and informal communications between Orion and Vantor regarding competitive dynamics, including discussions about Cascade's interest in establishing supplier relationships.
Category 6. All documents reflecting Orion's reasons for entering into the Cascade supply agreement and/or terminating the Vantor exclusive supply agreement. This request is directed at the internal deliberative process within Orion, which — given the company's status as a California corporation and the personal care and wellness focus of its business — may have involved consideration of factors beyond pure economics, such as brand alignment, distribution channel strategy, and long-term growth potential.
Category 7. Financial records showing actual revenues earned under the Vantor agreement (annually and in total) and projected revenues under the Cascade agreement. Given the nearly four-year duration of the Orion–Vantor relationship, the financial records are expected to provide a particularly comprehensive picture of the economic trajectory of the relationship and any changes in purchase volumes or pricing over time.
Category 8. All documents reflecting any representations made by Cascade personnel regarding Vantor's existing contractual relationships. As with the corresponding requests to Hemsworth and Tridale, this category targets the knowledge-of-exclusivity element of Vantor's claims.
C. Objections and Compliance Status
Outside counsel for Orion Lifestyle Brands Corp. — Sandra Ito of Park, Ito & Associates LLP, Los Angeles, California — contacted Calderwood & Harkness on April 15, 2022 to discuss the scope of certain categories of documents requested in the subpoena. Ms. Ito raised objections on grounds of overbreadth as to Category 7 (financial records), arguing that the request as drafted could be construed to encompass not only revenue figures but also Orion's proprietary internal cost data, margin analyses, and pricing models — information that Orion considers to be among its most competitively sensitive trade secrets.
After discussion and negotiation between counsel, the parties reached agreement to narrow the scope of Category 7. Specifically, Orion agreed to produce revenue data, including annual revenues earned under the Vantor agreement and projected annual revenues under the Cascade agreement, but would exclude proprietary cost-of-goods-sold information, internal margin calculations, and detailed pricing models unless such information became specifically relevant to the damages calculations at a later stage of the proceedings. The parties agreed that this limitation would be subject to reconsideration if Vantor's damages expert relied on supplier margin data in formulating a damages opinion, in which case Cascade would reserve the right to seek supplemental production from Orion. This agreement was memorialized in correspondence between counsel dated April 20, 2022, which is included in Exhibit D.
No other substantive objections were raised. Orion did not seek an extension of the May 11, 2022 production deadline.
Based on discussions with Orion's counsel, the expected production volume is substantial. Ms. Ito estimated that approximately 8,000 to 12,000 documents would be responsive to the categories identified in the subpoena. The higher volume reflects the longer duration of the Orion–Vantor relationship (executed July 1, 2018 — nearly four years prior to the present date), the broader scope of Orion's product lines and the correspondingly larger number of internal stakeholders involved in the Vantor and Cascade relationships, and the extensive internal deliberative process that Orion's leadership team undertook in connection with the supplier transition. Ms. Ito indicated that documents would be drawn from the files of approximately eight to ten custodians, including CEO Simone Alvarez, the Chief Financial Officer, the Vice President of Business Development, the General Counsel, and senior members of the sales and marketing teams.
VI. PRODUCTION SUMMARY AND DOCUMENT MANAGEMENT
A. Aggregate Production Volume
Across the three subpoenaed suppliers, the aggregate volume of documents produced (or anticipated to be produced upon completion of all productions) is summarized as follows:
As reflected in the table above, the total number of third-party documents received across all three supplier productions, as ultimately received and processed, is 23,567. This figure falls squarely within the range of initial estimates provided by third-party counsel and is consistent with the scope of the document requests. The Hemsworth production was the largest on a per-custodian basis, while the Orion production, though encompassing a longer time period, was moderated by the agreed-upon narrowing of the financial records category.
All three productions have been received by or delivered to Krane Investigations LLC, the e-discovery vendor retained by Calderwood & Harkness for document processing in this matter. The Krane project team is led by Samuel Byrd, Project Manager, and operates from Krane's Los Angeles office at 333 South Hope Street, Suite 1600, Los Angeles, California 90071. The third-party productions have been processed, de-duplicated, and loaded into the Relativity e-discovery review platform alongside the document productions received from Cascade and Vantor, enabling the litigation team to conduct unified searches, cross-reference documents across custodians and parties, and maintain a comprehensive view of the evidentiary record.
B. Document Handling and Review Protocol
The third-party productions are being handled in accordance with the following document management and review protocols:
Bates Numbering. All third-party documents have been Bates-stamped with supplier-specific prefixes to enable easy identification and tracking. Hemsworth documents bear the prefix "TP-HEM," Tridale documents bear the prefix "TP-TRI," and Orion documents bear the prefix "TP-ORI." The Bates numbering is sequential within each prefix set and follows immediately after the last Bates number assigned to the preceding production from the same supplier, in cases of rolling productions.
Review Team and Protocol. The third-party documents are being reviewed by the Calderwood & Harkness litigation team, which includes the undersigned associates as well as a team of seven contract attorneys engaged for the document review phase. The review protocol follows the same framework established for the Cascade and Vantor productions, with reviewers coding each document for relevance, responsiveness, and potential privilege. Although the third-party documents are not subject to the same privilege assertions as Cascade's own documents, the review team has been instructed to identify and flag any documents that appear to reflect or implicate attorney-client communications or work product of the third-party suppliers, as such documents may be subject to clawback under the terms of the Stipulated Protective Order and Fed. R. Evid. 502(d) (to the extent applicable in state court proceedings).
Prioritized Review Categories. Given the volume of the combined third-party productions, the litigation team has established the following priorities for review, in descending order of importance:
(a) Executed exclusive supply agreements and all amendments, addenda, schedules, and exhibits — to confirm the precise terms of the Vantor exclusivity provisions, the termination-for-convenience clauses, and the minimum annual purchase commitments.
(b) Termination-for-convenience notices and all related correspondence — to establish the timing and substance of each supplier's exercise of its termination right and whether proper notice was provided to Vantor.
(c) Communications between the suppliers and Cascade personnel, with particular focus on communications involving Annika Bergström (Cascade's Vice President of Procurement) and Lena Torvik (Cascade's Director of Strategic Sourcing) — to assess the nature and extent of Cascade's interactions with the suppliers and any representations made regarding Vantor's existing contractual relationships.
(d) Communications between the suppliers and Vantor personnel, with particular focus on communications involving Thomas Brennecke (Vantor's Senior Vice President of Supply Chain) — to assess Vantor's awareness of the supplier transitions and its response to the termination notices.
(e) Internal supplier memoranda, board minutes, and executive correspondence reflecting the suppliers' reasons for transitioning from Vantor to Cascade — to support Cascade's defense that the suppliers acted independently and for legitimate commercial reasons.
C. Coordination with Overall discovery
The third-party productions constitute a significant supplement to the core discovery that has already been conducted in this matter. The current state of document discovery across all parties and third parties is summarized below:
• Cascade Retail Holdings Inc.: 452,316 documents collected from 23 custodians; 198,740 documents reviewed to date; 78,412 documents produced to Vantor. The privilege log currently reflects 3,214 entries for documents withheld by Cascade on the basis of attorney-client privilege and/or work product protection.
• Vantor Holdings Corp.: 41,308 documents produced to Cascade. Vantor's collection and review statistics have not been disclosed in detail, but the volume of its production is consistent with the narrower scope of Vantor's discovery obligations (Vantor is the plaintiff and bears the burden of proof on its claims; Cascade's affirmative discovery from Vantor has focused on Vantor's knowledge of the termination-for-convenience clauses and Vantor's actual damages calculations).
• Third-Party Suppliers (Hemsworth, Tridale, Orion): 23,567 documents produced in aggregate, as detailed above.
• Total Produced Documents in Case: In excess of 143,000 documents, inclusive of all party and third-party productions. This figure does not include documents that have been collected but not yet reviewed or produced by any party.
The third-party productions are expected to play an important role in the preparation for depositions of the supplier fact witnesses — specifically Janet Kohler (Hemsworth CEO), Gregory Fontaine (Tridale President), and Simone Alvarez (Orion CEO) — which are anticipated to be scheduled during the September–November 2022 expanded discovery period established by the Scheduling Order. Key documents identified during the prioritized review of the third-party productions will be assembled into deposition exhibit binders for each witness, and the deposition outlines will be tailored to address the specific documentary record produced by each supplier.
VII. STRATEGIC SIGNIFICANCE OF REQUESTED DOCUMENTS
A. Termination-for-Convenience Clauses
The termination-for-convenience clauses contained in each of the three Vantor exclusive supply agreements are central to Cascade's defense. Each agreement permitted either party — Vantor or the supplier — to terminate the agreement without cause upon the provision of written notice within a specified period. The applicable notice periods are as follows:
• Hemsworth–Vantor Agreement: 90 days' written notice
• Tridale–Vantor Agreement: 60 days' written notice
• Orion–Vantor Agreement: 120 days' written notice
The third-party productions should confirm whether and when each supplier exercised its termination-for-convenience right, and whether proper notice was given to Vantor in compliance with the contractual requirements. This is a threshold factual issue that bears directly on the viability of Vantor's tortious interference with contractual relations claim. Under California law, a plaintiff asserting tortious interference with contractual relations must prove, among other elements, the existence of a valid contract and that the defendant's conduct caused a disruption of the contractual relationship. See Glenrock Corporation, 29 Cal. 4th 1134, 1153 (2003). If each supplier properly exercised its contractual right to terminate the Vantor agreement for convenience before entering into the Cascade agreement, the supplier's termination did not constitute a breach of contract, and Cascade cannot be held liable for inducing a breach that never occurred.
The critical question is one of timing. The following table summarizes the remaining term of each Vantor exclusive supply agreement at the time the corresponding Cascade agreement was executed:
For each supplier, the timeline of the termination notice relative to the execution of the Cascade agreement is critical. If, for example, Hemsworth provided its 90-day termination notice to Vantor on or before March 3, 2021 (90 days before June 1, 2021), the Hemsworth–Vantor Agreement would have been effectively terminated by the time the Hemsworth–Cascade Agreement was executed. Conversely, if the termination notice was provided after the Cascade agreement was already in place, Vantor may argue that the termination was a consequence of, rather than a predicate for, the Cascade relationship.
The analysis is similar for Tridale (requiring 60 days' notice prior to the August 15, 2021 Cascade agreement, i.e., on or before June 16, 2021) and Orion (requiring 120 days' notice prior to the May 10, 2021 Cascade agreement, i.e., on or before January 10, 2021). The Orion timeline is the most challenging for Cascade's defense, given the 120-day notice requirement and the early date of the Orion–Cascade Agreement.
If the suppliers properly terminated their respective Vantor agreements through the exercise of the termination-for-convenience clauses, Cascade's argument that no contractual breach was induced is significantly strengthened, and the tortious interference with contractual relations claim becomes vulnerable to a motion for summary judgment.
B. Independent Supplier Decision-Making
Documents reflecting the suppliers' internal deliberations and motivations for transitioning away from Vantor and toward Cascade are essential to Cascade's defense that the suppliers acted independently, without inducement or improper means on Cascade's part. Under California law, a claim for tortious interference with contractual relations requires proof that the defendant's conduct was "independently wrongful" — that is, wrongful apart from the interference itself. See Quelimane Co. v. Stewart Title Guar. Co., 19 Cal. 4th 26, 55–56 (1998). If the suppliers' own records demonstrate that they made independent, commercially motivated decisions to transition to Cascade, the element of improper inducement is negated.
The financial records produced by the suppliers are expected to be particularly compelling on this point. The disparity between the Vantor and Cascade annual purchase commitments is stark:
• Hemsworth: Vantor commitment of $12.5 million per year versus Cascade commitment of $28.0 million per year — an increase of $15.5 million, or 124%.
• Tridale: Vantor commitment of $8.3 million per year versus Cascade commitment of $19.5 million per year — an increase of $11.2 million, or 135%.
• Orion: Vantor commitment of $14.6 million per year versus Cascade commitment of $31.0 million per year — an increase of $16.4 million, or 112%.
In the aggregate, the three suppliers stood to receive approximately $43.1 million per year more in purchase commitments from Cascade than they were receiving under their Vantor agreements. This economic reality provides a powerful, independent justification for each supplier's decision to transition — one that does not depend on any inducement or improper means by Cascade.
Internal supplier memoranda, strategic planning documents, and board or executive committee minutes discussing the comparative economic merits of the Vantor and Cascade relationships will be among the most important documents produced in this litigation. If these documents confirm that the suppliers' decisions were driven by the substantially superior economic terms offered by Cascade, the defense of independent decision-making will be well-supported.
C. Knowledge of Exclusivity Provisions
A critical element of Vantor's tortious interference claims is that Cascade had actual knowledge of the exclusivity provisions in the Vantor agreements at the time it entered into the Cascade supply agreements with the three suppliers. Under California law, a plaintiff asserting tortious interference must prove that the defendant knew of the existence of the contractual relationship. See Reeves v. Hanlon, 33 Cal. 4th 1140, 1148 (2004).
The third-party productions may reveal the substance of communications between Cascade personnel and the suppliers, including whether Cascade representatives inquired about, were informed of, or deliberately avoided learning about the existence of the Vantor exclusivity provisions. Any communications from Cascade personnel — particularly Annika Bergström (VP of Procurement) and Lena Torvik (Director of Strategic Sourcing) — to the suppliers that reference Vantor's existing contracts, the exclusivity provisions, or the termination-for-convenience clauses will be directly relevant to this element.
This evidence will be cross-referenced against the 14 internal Cascade Project Atlas emails that reference Vantor's supplier relationships, which were identified during the initial review of Cascade's document collection. Those 14 emails, drawn from a total corpus of 2,847 Project Atlas emails, are currently the subject of ongoing analysis. The third-party productions will provide an independent evidentiary basis against which to assess the completeness and accuracy of the picture painted by the Cascade internal emails. Specifically, if the supplier documents reflect that Cascade personnel made statements about Vantor's exclusivity provisions that are not reflected in the 14 identified Cascade emails, this discrepancy may raise questions about the completeness of Cascade's production — or may indicate that certain communications occurred orally or through channels not captured in the email collection.
Conversely, if the supplier documents confirm that Cascade personnel did not inquire about or receive information regarding Vantor's exclusivity provisions, this will strengthen Cascade's defense that it lacked actual knowledge of the exclusivity terms and entered into the supplier agreements in good faith, in the ordinary course of competitive business activity.
VIII. NOTICES TO OPPOSING COUNSEL
Pursuant to the applicable provisions of the California Code of Civil Procedure and the Scheduling Order entered on January 14, 2022, advance notice of all three subpoenas was provided to Vantor's counsel of record prior to service. Vantor is represented in this matter by Martin Kessler and Natalie Whitfield of Kessler, Brandt & Whitfield LLP, 1999 Avenue of the Stars, Suite 2800, Los Angeles, California 90067.
Notice was provided as follows:
• Hemsworth Subpoena: Written notice was transmitted to Kessler, Brandt & Whitfield LLP by email and first-class mail on March 28, 2022 — seven days prior to the April 4, 2022 date of service.
• Tridale Subpoena: Written notice was transmitted to Kessler, Brandt & Whitfield LLP by email and first-class mail on April 1, 2022 — seven days prior to the April 8, 2022 date of service.
• Orion Subpoena: Written notice was transmitted to Kessler, Brandt & Whitfield LLP by email and first-class mail on April 4, 2022 — seven days prior to the April 11, 2022 date of service.
In each instance, the notice included a copy of the subpoena to be served and identified the categories of documents requested. Vantor's counsel acknowledged receipt of the notices and did not object to the issuance of the subpoenas. However, Vantor's counsel expressly reserved the right to raise objections to specific document categories at the time of production, including objections based on relevance, overbreadth, or the assertion that certain documents are protected by Vantor's own attorney-client privilege or work product protections (to the extent that any supplier documents contain or reflect Vantor's privileged communications).
Consumer notice requirements under applicable California, Oregon, and Nevada law were satisfied in connection with each subpoena. No consumer objections have been received.
IX. NEXT STEPS AND RECOMMENDED ACTIONS
Based on the foregoing, the following next steps and recommended actions are presented for Mr. Carmichael's consideration:
1. Monitor Production Deadlines and Follow Up with Third-Party Counsel. The production deadlines for the three subpoenas are May 4, 2022 (Hemsworth), May 23, 2022 (Tridale, as extended), and May 11, 2022 (Orion). The litigation team should monitor compliance with these deadlines and follow up promptly with third-party counsel in the event of any delays or deficiencies. If any supplier fails to produce responsive documents by the applicable deadline, the team should assess the advisability of filing a motion to compel compliance with the subpoena.
2. Coordinate with Krane Investigations LLC for Processing. Upon receipt of each supplier's production, the documents should be transmitted promptly to Krane Investigations LLC for processing, de-duplication against the existing document universe, and loading into the Relativity review platform. Samuel Byrd, the Krane Project Manager, has been briefed on the anticipated production volumes and has confirmed that his team has the capacity to process the productions within five to seven business days of receipt. The Bates-stamping protocol (TP-HEM, TP-TRI, TP-ORI) should be confirmed with Krane prior to processing.
3. Assign Prioritized Review of Key Document Categories. Once the third-party productions are loaded into Relativity, the review team should begin prioritized review in accordance with the protocol described in Section VI.B above. The highest priority should be given to the termination-for-convenience notices and related correspondence, followed by communications between the suppliers and Cascade personnel (especially Annika Bergström and Lena Torvik). A targeted review of these categories can be completed within approximately two to three weeks of loading, providing early visibility into the strength of Cascade's termination-for-convenience defense.
4. Identify Key Documents for Upcoming Depositions. Key documents identified during the prioritized review should be earmarked for use as potential deposition exhibits in the depositions of supplier fact witnesses — Janet Kohler (Hemsworth CEO), Gregory Fontaine (Tridale President), and Simone Alvarez (Orion CEO). These depositions are anticipated to be scheduled during the September–November 2022 expanded discovery period and will be critical to developing the factual record on independent supplier decision-making, the exercise of termination rights, and Cascade's knowledge of exclusivity provisions. Deposition preparation should begin no later than August 2022.
5. Assess Need for Supplemental Subpoenas or Deposition Notices. Once the initial productions have been reviewed, the litigation team should assess whether supplemental subpoenas or additional deposition notices should be issued. In particular, if the initial productions reveal that key custodians within any of the three suppliers were not included in the supplier's document search, or if specific categories of documents appear to have been withheld or underproduced, supplemental requests should be prepared. Similarly, if the initial productions identify individuals beyond the three CEOs/Presidents whose testimony would be relevant (e.g., general counsel, CFOs, or business development personnel), deposition notices for those individuals should be considered.
6. Coordinate with Local Counsel. The team should continue to coordinate with Wortham & Adair LLP — specifically Diana Prescott, at 611 West Sixth Street, Suite 2400, Los Angeles, California 90017 — as local counsel for any California-specific procedural issues that may arise in connection with the Orion subpoena. While no procedural complications have arisen to date, Ms. Prescott should be kept apprised of any objections or compliance issues and should be prepared to assist with any motion to compel if necessary. Additionally, coordination with local counsel in Oregon and Nevada may be required if compliance issues arise with respect to the Hemsworth and Tridale subpoenas, respectively.
7. Budget Impact. The e-discovery processing costs for the third-party productions are estimated at $85,000 to $120,000, encompassing ingestion, processing, de-duplication, Bates stamping, and loading into the Relativity platform. These costs will be billed through Krane Investigations LLC as part of the overall e-discovery budget for this matter. Total Krane costs are currently tracking toward $892,400 for the full scope of e-discovery services in this case, inclusive of Cascade's own document collection, processing, and hosting, as well as the third-party productions and anticipated future processing needs. The budget estimate should be updated once the actual production volumes are confirmed and processing is complete. Any significant variance from the estimated range will be reported to the Client promptly.
X. EXHIBITS AND ATTACHMENTS
The following exhibits are attached to this memorandum and should be maintained in the case filing system under C&H Matter No. 1038-00007:
Exhibit A: Subpoena Duces Tecum — Hemsworth Consumer Products LLC (with Proof of Service dated April 4, 2022)
Exhibit B: Subpoena Duces Tecum — Tridale Manufacturing Inc. (with Proof of Service dated April 8, 2022)
Exhibit C: Subpoena Duces Tecum — Orion Lifestyle Brands Corp. (with Proof of Service dated April 11, 2022)
Exhibit D: Correspondence with Third-Party Counsel Regarding Objections and Agreed Modifications, including:
• Correspondence with Patricia Langford, Reeves & Langford LLP (counsel for Hemsworth), dated April 11, 2022, regarding protective order framework for proprietary pricing information
• Correspondence with Robert Delacroix, Meridian Law Group (counsel for Tridale), dated April 14, 2022 and April 18, 2022, regarding two-week extension to production deadline
• Correspondence with Sandra Ito, Park, Ito & Associates LLP (counsel for Orion), dated April 15, 2022 and April 20, 2022, regarding narrowing of Category 7 (financial records)
Exhibit E: Production Tracking Log (to be updated upon receipt of productions from each supplier)
This memorandum is a privileged and confidential attorney work product prepared by Calderwood & Harkness LLP in connection with the representation of Cascade Retail Holdings Inc. in Vantor Holdings Corp. v. Cascade Retail Holdings Inc., Case No. 21STCV-34872, Su

MEMORANDUM

I. PURPOSE OF MEMORANDUM

II. BACKGROUND

VI. PRODUCTION SUMMARY AND DOCUMENT MANAGEMENT

VII. STRATEGIC SIGNIFICANCE OF REQUESTED DOCUMENTS

VIII. NOTICES TO OPPOSING COUNSEL

IX. NEXT STEPS AND RECOMMENDED ACTIONS

X. EXHIBITS AND ATTACHMENTS

Record

Parties

Dates

Amounts