1038-00007 · Cascade Retail Holdings · Engagement

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MEMORANDUM

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

TO: Douglas Carmichael, Partner, Litigation Department

FROM: Yuki Nakamura, Senior Associate, Litigation Department

DATE: September 11, 2021

RE: Conflicts Check — Proposed Engagement: Defense of Cascade Retail Holdings Inc. in Vantor Holdings Corp. v. Cascade Retail Holdings Inc., anticipated Case No. 21STCV-34872, Superior Court of California, County of Los Angeles

MATTER: Proposed Matter No. 1038-00007

OFFICE: Calderwood & Harkness LLP, 600 South Grand Avenue, Suite 3200, Los Angeles, CA 90071

1. Purpose

This memorandum documents the results of the conflicts check conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("the Firm" or "C&H") to represent Cascade Retail Holdings Inc. ("Cascade" or "CRH") in the defense of claims for tortious interference with contractual relations, tortious interference with prospective business relations, and related statutory causes of action filed (or anticipated to be filed) by Vantor Holdings Corp. ("Vantor") in the Superior Court of California, County of Los Angeles, anticipated Case No. 21STCV-34872.

The conflicts check was initiated on September 10, 2021, following initial contact from David Pruitt, General Counsel and Corporate Secretary of Cascade, and was completed on September 11, 2021. During that period, the Firm's centralized conflicts-review resources were fully utilized, and all relevant databases, personnel records, and lateral-hire files were queried in connection with this analysis.

The check was conducted in accordance with the Firm's internal conflicts-of-interest policies and procedures, as set forth in the Calderwood & Harkness LLP Conflicts Manual (revised January 2021), and is consistent with the requirements of the California Rules of Professional Conduct (in particular, Rules 1.7 and 1.9), the ABA Model Rules of Professional Conduct (Rules 1.7, 1.9, and 1.10), and applicable case law interpreting those provisions. This memorandum is intended to serve as the definitive record of the conflicts analysis for the proposed engagement and should be retained in the matter file for the duration of the representation.

2. Proposed Client and Engagement Summary

Proposed Client: Cascade Retail Holdings Inc., a corporation organized and existing under the laws of the State of Delaware, publicly traded on the Nasdaq Global Select Market under the ticker symbol "CRHI." Cascade maintains its principal executive offices at 2200 Elliott Avenue West, Suite 1400, Seattle, Washington 98119.

Cascade Key Personnel Identified for Conflicts Purposes:

• Margaret Prumvane — Chief Executive Officer and President

• Raj Subramanian — Chief Financial Officer

• Lena Torvik — Senior Vice President, Supply Chain and Procurement

• David Pruitt — General Counsel and Corporate Secretary

• Annika Bergström — Vice President, Strategic Sourcing

Nature of Proposed Engagement: The Firm has been asked to undertake the defense of Cascade against claims anticipated to be asserted by Vantor Holdings Corp. in California state court. Based on the pre-filing demand letter and related correspondence provided by Mr. Pruitt, the anticipated complaint is expected to include the following causes of action: (i) tortious interference with contractual relations; (ii) tortious interference with prospective economic advantage; and (iii) unfair business practices under California Business and Professions Code Section 17200 et seq. The factual predicate of the claims, as described by opposing counsel in its pre-filing demand letter dated August 30, 2021, centers on Cascade's entry into supply agreements with three suppliers — Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., and Orion Lifestyle Brands Corp. — each of which was, at the time the new supply agreements were executed, subject to exclusive supply agreements with Vantor.

Cascade Corporate Profile: Cascade is a multi-channel retail and e-commerce company operating in the consumer goods sector. For the fiscal year ending June 30, 2021, Cascade reported annual revenue of approximately $6.8 billion and net income of approximately $412 million, as disclosed in its most recent Annual Report on Form 10-K. As of September 2021, Cascade's market capitalization was approximately $14.2 billion. Cascade operates more than 340 brick-and-mortar retail locations across 22 states, in addition to a substantial direct-to-consumer e-commerce platform. The company's product categories include home goods, consumer electronics accessories, personal care and wellness products, and general merchandise.

Proposed Engagement Team:

3. Parties and Entities Searched

The Firm's centralized conflicts database (the "ConflictCheck" system, maintained by the Firm's Office of the General Counsel and Conflicts Committee) was searched for all parties, known affiliates, subsidiaries, key personnel, adverse parties, opposing counsel, and material third parties identified in connection with the proposed engagement. The search included both exact-match queries and phonetic/alias searches to capture variant spellings, abbreviated names, and formerly known-as designations. In addition to the database search, the undersigned conducted manual cross-referencing against the Firm's new-business intake records, lateral-hire disclosure files, and partner capital-interest disclosures.

The following entities and individuals were searched:

3.1 Adverse Party — Vantor Holdings Corp.

Vantor Holdings Corp. is a California corporation, privately held, with its principal place of business at 18500 Von Karman Avenue, Suite 600, Irvine, California 92612. Vantor operates in the wholesale distribution and specialty retail sectors, with a particular focus on home goods and consumer accessories. For the fiscal year ending December 31, 2020 (the most recent year for which financial data has been made available to the Firm through publicly accessible sources and the pre-filing demand correspondence), Vantor reported approximate annual revenue of $1.1 billion. Vantor operates approximately 85 retail locations in California, Arizona, Nevada, and Oregon.

Key Personnel Searched in Connection with Vantor:

• Richard "Rick" Ellsworth — Founder and Chief Executive Officer

• Patricia Sung — Chief Operating Officer

• Thomas Brennecke — Vice President, Supplier Relations

• Deborah Marcelino — Chief Financial Officer

All of the foregoing individuals were searched by full legal name, known aliases, and variant spellings.

3.2 Opposing Counsel — Kessler, Brandt & Whitfield LLP

Kessler, Brandt & Whitfield LLP is a California limited liability partnership with offices at 1999 Avenue of the Stars, Suite 2800, Los Angeles, California 90067. The firm has been identified as counsel of record for Vantor in connection with the anticipated litigation.

Key Attorneys Searched:

• Martin Kessler — Senior Partner; identified as Lead Trial Attorney for Vantor

• Natalie Whitfield — Partner; identified as Co-Lead for Vantor

• Jason Okafor — Senior Associate; identified as a member of Vantor's litigation team

3.3 Third-Party Suppliers (Material Witnesses and Interested Parties)

The three suppliers at the center of the anticipated dispute are each potential material witnesses, likely interested parties, and possible targets of third-party discovery. Each was searched, together with its principal officers.

Hemsworth Consumer Products LLC — An Oregon limited liability company headquartered at 4720 NW Yeon Avenue, Portland, Oregon 97210. Hemsworth is a manufacturer of home goods and kitchen accessories. Its Chief Executive Officer is Janet Kohler. Hemsworth is a party to an exclusive supply agreement with Vantor, executed on March 15, 2019, with an expiration date of March 14, 2022, and a minimum annual purchase commitment of $12.5 million. Hemsworth subsequently entered into a new supply agreement with Cascade, effective June 1, 2021, with a five-year term and an annual purchase commitment of $28.0 million. The execution of this supply agreement while the Vantor exclusivity agreement remained in effect is one of the core factual predicates of the anticipated litigation.

Tridale Manufacturing Inc. — A Nevada corporation headquartered at 6300 South Pecos Road, Suite 210, Las Vegas, Nevada 89120. Tridale manufactures consumer electronics accessories. Its President is Gregory Fontaine. Tridale is a party to an exclusive supply agreement with Vantor, executed on January 10, 2020, with an expiration date of January 9, 2022, and a minimum annual purchase commitment of $8.3 million. Tridale subsequently entered into a new supply agreement with Cascade, effective August 15, 2021, with a three-year term and an annual purchase commitment of $19.5 million.

Orion Lifestyle Brands Corp. — A California corporation headquartered at 1900 Avenue of the Stars, Suite 1050, Los Angeles, California 90067. Orion manufactures personal care and wellness products. Its Chief Executive Officer is Simone Alvarez. Orion is a party to an exclusive supply agreement with Vantor, executed on July 1, 2018, with an expiration date of June 30, 2022, and a minimum annual purchase commitment of $14.6 million. Orion subsequently entered into a new supply agreement with Cascade, effective May 10, 2021, with a four-year term and an annual purchase commitment of $31.0 million. Of the three supplier agreements at issue, the Orion agreement was the first to be executed and involves the largest annual commitment.

3.4 Other Entities Searched

In addition to the foregoing parties, the following entities and individuals were searched based on their expected involvement in or relevance to the proposed engagement:

Pinnacle National Insurance Co. — A New York domiciled insurance corporation with offices at 120 Broadway, Suite 3500, New York, New York 10271. Pinnacle is identified as the directors and officers liability ("D&O") and commercial general liability ("CGL") insurer for Cascade. The applicable policy number is PNG-CGL-2021-04487. The key contact for claims purposes is Leonard Furman, Senior Claims Adjuster. Pinnacle is expected to be notified of the anticipated lawsuit for coverage and potential defense-cost reimbursement purposes.

Granville & Associates, P.C. — A Washington professional corporation with offices at 1201 Third Avenue, Suite 5000, Seattle, Washington 98101. Granville serves as Cascade's independent registered public accounting firm and outside auditors. The Managing Partner is Arthur Granville. Granville may be identified as a custodian of financial records or called upon to provide financial data in connection with damages-related discovery.

Meridian Forensic Economics LLC — A California limited liability company with offices at 2049 Century Park East, Suite 1200, Los Angeles, California 90067. Meridian has been identified, based on information from Mr. Pruitt and a review of Kessler, Brandt & Whitfield's prior litigation filings, as a potential or anticipated plaintiff's damages expert. The Managing Director is Dr. Harold Pryce, Ph.D. Dr. Pryce has provided expert testimony in prior matters in the Central District of California and the Los Angeles Superior Court.

4. Conflicts Database Search Results

The following sets forth the results of the ConflictCheck database search and supplemental manual review for each entity and individual identified in Section 3 above.

4.1 Cascade Retail Holdings Inc. (Proposed Client)

The Firm has no current engagements for or on behalf of Cascade Retail Holdings Inc. in any capacity, whether litigation, transactional, regulatory, or advisory. The Firm has no prior engagements for or on behalf of Cascade in any capacity. No matters involving any Cascade officer, director, or key personnel identified in Section 2 above were identified in the ConflictCheck database or in the manual cross-reference of partner capital-interest disclosures and lateral-hire files. No adverse representations against Cascade were identified in any practice group, office, or engagement record of the Firm.

Result: No conflict identified.

4.2 Vantor Holdings Corp. (Adverse Party)

The Firm has no current engagements for or on behalf of Vantor Holdings Corp. in any capacity. No active attorney-client relationship exists between the Firm and Vantor.

However, the ConflictCheck database search identified one prior matter involving Vantor. In 2017, the Firm's New York office provided limited regulatory advisory services to Ridgeline Capital Partners IV, L.P., a private equity fund managed by Ridgeline Capital Advisors LLC, in connection with Ridgeline's evaluation of a potential minority equity investment in Vantor Holdings Corp. The engagement was assigned Matter No. 1038-00007 and was staffed by attorneys in the Firm's New York Corporate and Regulatory group, none of whom is a member of the proposed engagement team for the current matter. The engagement was limited in scope to regulatory diligence relating to consumer product safety and import/export compliance matters and was concluded in approximately six weeks in the third quarter of 2017. The potential investment did not proceed, and no ongoing relationship between the Firm and Vantor was established.

Critically, the 2017 engagement did not involve any review of, access to, or receipt of confidential information relating to Vantor's supply-chain operations, supplier relationships, exclusive supply agreements, procurement strategies, or competitive business practices. The regulatory diligence was focused on an entirely different business division of Vantor (its import operations for overseas-sourced goods) and did not touch upon any of the subject matter at issue in the anticipated tortious interference litigation. The Firm's New York team confirmed that no confidential Vantor information material to the present dispute was obtained or retained.

No current attorney-client relationship with Vantor exists, and the Firm owes no ongoing duties of loyalty to Vantor.

Result: A former-client analysis was conducted under California Rule of Professional Conduct 1.9, as set forth more fully in Section 6.2 below. The prior representation was not substantially related to the current matter, and no confidential information material to the current dispute was obtained. No disqualifying conflict exists. As a precautionary measure, and consistent with the Firm's practice of transparency with prospective clients, it is recommended that disclosure of this prior engagement be made to Cascade and that appropriate language be included in the engagement letter's conflict waiver provisions.

4.3 Kessler, Brandt & Whitfield LLP (Opposing Counsel)

The Firm has no matters in which Kessler, Brandt & Whitfield LLP is or has been an adverse party, a co-party, or a client. No engagements of any kind involving Kessler, Brandt & Whitfield LLP as an entity were identified in the ConflictCheck database.

The search did identify that two current Firm attorneys — Samantha Duvall (Of Counsel, New York office, intellectual Property group) and Trevor Han (Associate, San Francisco office, Employment group) — were previously employed at Kessler, Brandt & Whitfield LLP prior to joining Calderwood & Harkness. Ms. Duvall departed Kessler Brandt in 2014, and Mr. Han departed in 2019. Neither Ms. Duvall nor Mr. Han is a member of the proposed engagement team for this matter. Both were contacted as part of this conflicts review and confirmed that neither has any involvement in, knowledge of, or prior work relating to Vantor Holdings Corp. or the underlying claims at issue. Neither has had any contact with Martin Kessler, Natalie Whitfield, or Jason Okafor regarding this matter or any related subject. Formal ethical screens under Rule 1.10 are not required under these circumstances, but the existence of these prior employment relationships is noted here for completeness.

Searches for Martin Kessler, Natalie Whitfield, and Jason Okafor individually revealed no personal conflicts with any member of the proposed engagement team. No social, familial, financial, or prior professional relationships were identified between any proposed team member and any identified opposing counsel attorney.

Result: No conflict identified.

4.4 Hemsworth Consumer Products LLC

The Firm has no current or prior engagements involving Hemsworth Consumer Products LLC in any capacity. A search for the company's Chief Executive Officer, Janet Kohler, returned no results in the ConflictCheck database. No relationships of any kind between the Firm and Hemsworth or its personnel were identified.

Result: No conflict identified.

4.5 Tridale Manufacturing Inc.

The Firm has no current or prior engagements involving Tridale Manufacturing Inc. in any capacity. A search for the company's President, Gregory Fontaine, returned no results in the ConflictCheck database. No relationships of any kind between the Firm and Tridale or its personnel were identified.

Result: No conflict identified.

4.6 Orion Lifestyle Brands Corp.

The Firm has no current or prior engagements involving Orion Lifestyle Brands Corp. in any capacity. A search for the company's Chief Executive Officer, Simone Alvarez, returned no results in the ConflictCheck database. No relationships of any kind between the Firm and Orion or its personnel were identified.

Result: No conflict identified.

4.7 Pinnacle National Insurance Co.

The Firm has represented Pinnacle National Insurance Co. in three prior matters, all of which have been concluded:

(a) Matter No. 1038-00007 — Defense of Pinnacle in a first-party coverage dispute in the Supreme Court of New York, New York County (concluded 2015; settled).

(b) Matter No. 1038-00007 — Defense of Pinnacle in a bad-faith insurance claim in the United States District Court for the Southern District of New York (concluded 2017; summary judgment granted in favor of Pinnacle).

(c) Matter No. 1038-00007 — Defense of Pinnacle in a subrogation action in the Circuit Court of Cook County, Illinois (concluded 2020; dismissed with prejudice).

The Firm does not currently represent Pinnacle National Insurance Co. in any active matter. No current attorney-client relationship exists.

In the context of the proposed engagement, Pinnacle is Cascade's CGL and D&O insurer under Policy No. PNG-CGL-2021-04487 and is expected to be notified of the anticipated Vantor lawsuit for coverage and defense-cost reimbursement purposes. As insurer of the proposed client (Cascade), Pinnacle's interests in this matter are aligned with Cascade's interests — both Pinnacle and Cascade share the objective of defeating or minimizing the claims asserted by Vantor. No adversity between Pinnacle and Cascade is presently anticipated.

However, as is always the case in insured litigation, the possibility exists that a coverage dispute could arise between Cascade and Pinnacle at a later stage — for example, if Pinnacle declines coverage, asserts policy exclusions, or disputes the scope of its defense obligations. Should such a dispute develop, the Firm's simultaneous defense of Cascade in the underlying Vantor litigation and its prior relationship with Pinnacle could raise conflict-of-interest issues requiring a fresh analysis.

Result: No disqualifying conflict identified at this time. The engagement team should implement a monitoring protocol to track the relationship between Cascade and Pinnacle for any indications of emerging adversity. If an adversity between Cascade and Pinnacle develops at any point during the engagement, a separate and independent conflicts analysis must be conducted immediately, and the undersigned should be notified.

4.8 Granville & Associates, P.C.

The Firm has no current or prior engagements involving Granville & Associates, P.C. in any capacity. A search for Managing Partner Arthur Granville returned no results in the ConflictCheck database. No relationships of any kind between the Firm and Granville or its personnel were identified.

Result: No conflict identified.

4.9 Meridian Forensic Economics LLC / Dr. Harold Pryce

The Firm has no current or prior engagements with Meridian Forensic Economics LLC as a client, adverse party, or retained consultant. However, Dr. Harold Pryce, Managing Director of Meridian, has served as a testifying expert in two prior matters in which the Firm was involved:

(a) In 2016, Dr. Pryce served as a testifying damages expert retained by the Firm on behalf of a Firm client in an unrelated breach-of-contract matter in the Central District of California (Matter No. 1038-00007; concluded 2017).

(b) In 2019, Dr. Pryce served as a testifying damages expert retained by opposing counsel in a separate unrelated commercial dispute in the Los Angeles Superior Court in which the Firm represented the defendant (Matter No. 1038-00007; concluded 2020).

Both matters are concluded. The Firm's prior interactions with Dr. Pryce in those matters were conducted in the ordinary course of expert retention and cross-examination, respectively, and do not give rise to any attorney-client or fiduciary relationship between the Firm and Dr. Pryce. No confidential Firm information or client information was shared with Dr. Pryce in any capacity that would be relevant to the current matter.

Result: No conflict identified.

5. Engagement Team Conflicts Screen

In addition to the database search described in Section 4 above, each member of the proposed engagement team was individually interviewed as part of the conflicts-review process. The purpose of the individual screen is to identify any personal, financial, familial, or prior-relationship conflicts that may not appear in the Firm's centralized databases but that could give rise to a disqualifying conflict or an appearance of impropriety.

Each of the following attorneys was interviewed and has confirmed the absence of any such conflict:

• Douglas Carmichael (Responsible Partner) — Mr. Carmichael confirmed that he has no personal, financial, or prior-relationship conflict with any party, entity, or individual identified in Section 3 above. He holds no ownership interest, investment position, or other financial interest in Cascade, Vantor, any of the three suppliers, Pinnacle, Granville, or Meridian. He has no family relationship or close personal relationship with any identified party, witness, or opposing counsel attorney.

• Francesca Morano (Billing Partner) — Ms. Morano confirmed that she has no personal, financial, or prior-relationship conflict with any party, entity, or individual identified in Section 3 above. She holds no ownership interest, investment position, or other financial interest in any identified entity. She has no family relationship or close personal relationship with any identified party, witness, or opposing counsel attorney.

• Yuki Nakamura (Lead Associate) — I confirm that I have no personal, financial, or prior-relationship conflict with any party, entity, or individual identified in Section 3 above. I hold no ownership interest, investment position, or other financial interest in any identified entity. I have no family relationship or close personal relationship with any identified party, witness, or opposing counsel attorney.

• Carlos Espinoza (Working Associate) — Mr. Espinoza confirmed that he has no personal, financial, or prior-relationship conflict with any party, entity, or individual identified in Section 3 above. He holds no ownership interest, investment position, or other financial interest in any identified entity. He has no family relationship or close personal relationship with any identified party, witness, or opposing counsel attorney.

Result: No individual conflicts identified for any member of the proposed engagement team. All individual confirmations were obtained orally and documented in the Firm's conflicts-review file for this matter.

6. Analysis Under Applicable Rules of Professional Conduct

6.1 California Rule of Professional Conduct 1.7 — Current Client Conflicts

California Rule of Professional Conduct 1.7(a) provides that a lawyer shall not, without informed written consent from each affected client, represent a client if the representation is directly adverse to another client, or if there is a significant risk that the representation of one client will be materially limited by the lawyer's responsibilities to another client, a former client, a third person, or by the lawyer's own personal interests.

The conflicts search confirmed that no current client of the Firm is adverse to Cascade in this matter. No current client of the Firm is aligned with Vantor in this matter, either as a co-plaintiff, joint venturer, or otherwise. The Firm's representation of Cascade in the defense of the anticipated Vantor lawsuit does not involve duties that are directly adverse to any current client of the Firm, nor does it present a significant risk that the Firm's representation of Cascade will be materially limited by the Firm's responsibilities to any other current client.

The Firm does not currently represent Vantor, any of the three suppliers, Pinnacle, Kessler Brandt, or any other entity identified in Section 3 in any active engagement. Accordingly, no concurrent-client conflict arises.

Result: California Rule of Professional Conduct 1.7 is satisfied. No current-client conflict exists, and no informed written consent is required under this Rule.

6.2 California Rule of Professional Conduct 1.9 — Former Client Conflicts

California Rule of Professional Conduct 1.9(a) provides that a lawyer who has formerly represented a client in a matter shall not thereafter represent another person in the same or a substantially related matter in which that person's interests are materially adverse to the interests of the former client, unless the former client gives informed written consent.

The only former-client issue identified in the conflicts search relates to the 2017 limited regulatory advisory matter involving a private equity fund (Ridgeline Capital Partners IV, L.P.) that was considering a minority equity investment in Vantor Holdings Corp., as described in Section 4.2 above.

The analysis under Rule 1.9 requires consideration of two elements: (i) whether the current matter is the "same or substantially related" to the former representation; and (ii) whether the Firm obtained confidential information in the former representation that could be used to the disadvantage of the former client in the current matter.

With respect to the first element, the 2017 matter involved regulatory diligence concerning consumer product safety and import/export compliance in connection with a potential private equity investment. The current matter involves claims of tortious interference with contractual and prospective business relations arising from Cascade's execution of supply agreements with three suppliers that were subject to exclusive supply agreements with Vantor. The legal issues, factual circumstances, business divisions, and subject matter of the two engagements are entirely distinct. The 2017 matter did not involve Vantor's domestic supply-chain operations, its exclusive supplier relationships, or its competitive business strategies in the home goods and consumer accessories sectors. There is no overlap in the legal theories, the relevant facts, or the business operations at issue. The matters are not the same or substantially related within the meaning of Rule 1.9.

With respect to the second element, the Firm's New York team has confirmed that no confidential information relating to Vantor's supplier relationships, exclusive supply agreements, procurement strategies, competitive positioning, or business operations relevant to the current dispute was obtained or retained in connection with the 2017 engagement. The information reviewed in the 2017 matter was limited to regulatory compliance documentation concerning import operations and product safety certifications — categories of information that bear no relevance to the tortious interference and unfair business practices claims at issue here.

Under these circumstances, Rule 1.9 does not require the Firm to obtain informed written consent from Vantor before undertaking the defense of Cascade. Nevertheless, as a matter of good practice and transparency, it is recommended that the Firm disclose the existence of the 2017 engagement to Cascade in the engagement letter, so that the proposed client is fully informed of all potentially relevant prior Firm relationships.

Result: California Rule of Professional Conduct 1.9 is satisfied. The prior representation of a private equity fund in connection with a potential investment in Vantor was not substantially related to the current tortious interference litigation, and no confidential information material to the current dispute was obtained. No consent from Vantor is required. Precautionary disclosure to Cascade is recommended.

6.3 Duty of Loyalty — Pinnacle National Insurance Co.

As described in Section 4.7 above, the Firm has represented Pinnacle National Insurance Co. in three prior matters, all of which have been concluded. No current attorney-client relationship exists between the Firm and Pinnacle.

In the context of the proposed engagement, Pinnacle is Cascade's CGL and D&O insurer and is expected to be notified of the anticipated Vantor lawsuit for coverage purposes. As the insurer of the proposed client, Pinnacle's interests are presently aligned with those of Cascade — both parties share the common objective of defeating or minimizing the Vantor claims. The Firm's former representation of Pinnacle therefore does not create any present adversity.

However, the Firm must remain vigilant to the possibility that a coverage dispute could develop between Cascade and Pinnacle during the course of the litigation. Such disputes can arise from, among other things, late notice, policy exclusions, disputes over the scope of covered claims, or disagreements over settlement authority. Should any adversity between Cascade and Pinnacle emerge, the Firm's dual relationships — as former counsel to Pinnacle and current counsel to Cascade — could implicate Rule 1.9 and potentially Rule 1.7 (if Pinnacle were to seek to re-engage the Firm on a separate matter while the adversity existed).

At present, no conflict exists. The Firm's duty of loyalty to Pinnacle as a former client is limited to the duty not to use confidential information obtained in the prior representations to Pinnacle's disadvantage and the duty not to represent another party in a matter that is the same or substantially related to the prior representations. The current Vantor defense is not the same or substantially related to any of the three prior Pinnacle matters, and no confidential Pinnacle information is relevant to this engagement.

Result: No present conflict exists. Ongoing monitoring is recommended, and a separate analysis will be required if adversity between Cascade and Pinnacle develops at any point during the engagement.

7. Recommendations

Based on the comprehensive conflicts search and analysis described in Sections 3 through 6 above, the following recommendations are made:

1. No disqualifying conflicts exist. The Firm may proceed with the engagement of Cascade Retail Holdings Inc. as its client in the defense of the anticipated action Vantor Holdings Corp. v. Cascade Retail Holdings Inc., Case No. 21STCV-34872, Superior Court of California, County of Los Angeles. No provision of the California Rules of Professional Conduct, the ABA Model Rules of Professional Conduct, or the Firm's internal conflicts policies prohibits or restricts the proposed representation.

2. Precautionary disclosure to Cascade. A disclosure should be made to David Pruitt, General Counsel of Cascade, regarding the Firm's 2017 limited regulatory advisory engagement for a private equity fund that was considering an investment in Vantor Holdings Corp. While this prior representation does not constitute a disqualifying conflict and does not require Vantor's consent, transparency with the proposed client is consistent with the Firm's best practices and professional obligations. This disclosure should be documented in the engagement letter, and the engagement letter should include a provision confirming that Cascade has been informed of this prior relationship and consents to the representation notwithstanding.

3. Pinnacle monitoring protocol. The engagement team should implement a monitoring protocol to track the relationship between Cascade and Pinnacle National Insurance Co. throughout the duration of the engagement. The team should be alert to any indications that a coverage dispute or other adversity may be developing between the two parties. If such a dispute emerges, a fresh and independent conflicts analysis must be conducted immediately, and the matter should be escalated to the Firm's Conflicts Committee. The Firm should not represent either Cascade or Pinnacle in any coverage dispute that arises from the underlying Vantor litigation without first completing a full conflicts review and obtaining any necessary informed written consents.

4. No ethical screens required. No formal ethical screens or information barriers are required at this time for any Firm attorneys, including the two attorneys (Samantha Duvall and Trevor Han) who were previously employed at Kessler, Brandt & Whitfield LLP. Neither attorney has any involvement in or knowledge of the current matter or the underlying facts, and no circumstances exist that would necessitate the imposition of screening measures under California Rule of Professional Conduct 1.10.

5. Engagement letter provisions. The engagement letter for the Cascade representation should include the following conflict-related provisions:

(a) Standard conflict waiver language addressing the Firm's 2017 limited regulatory advisory engagement for a private equity fund that considered an investment in Vantor Holdings Corp., confirming that the engagement was not substantially related to the current matter, that no material confidential information was obtained, and that Cascade consents to the representation notwithstanding this prior relationship.

(b) Standard conflict waiver language addressing the Firm's prior representations of Pinnacle National Insurance Co. in three unrelated insurance matters, confirming that no current attorney-client relationship with Pinnacle exists, that Pinnacle's interests are presently aligned with Cascade's in this matter, and that Cascade acknowledges the potential for a future coverage dispute and agrees that the Firm will conduct a separate analysis if any such dispute arises.

(c) A general advance waiver provision, consistent with the Firm's standard engagement letter template, addressing the possibility that the Firm may in the future represent other clients in matters unrelated to the Cascade engagement that may be adverse to Cascade, provided that such representations do not involve the same or substantially related matters and do not involve the use of Cascade's confidential information.

8. Conclusion

Based on the comprehensive conflicts search and analysis described in this memorandum, no disqualifying conflicts of interest have been identified under the California Rules of Professional Conduct (including Rules 1.7 and 1.9), the ABA Model Rules of Professional Conduct (including Rules 1.7, 1.9, and 1.10), or the Firm's internal conflicts policies and procedures.

The Firm is cleared to proceed with the engagement of Cascade Retail Holdings Inc. in the defense of the anticipated action Vantor Holdings Corp. v. Cascade Retail Holdings Inc., anticipated Case No. 21STCV-34872, Superior Court of California, County of Los Angeles, subject to the recommendations set forth in Section 7 above regarding precautionary disclosure, Pinnacle monitoring, and engagement letter provisions.

This memorandum should be retained in the matter file for proposed Matter No. 1038-00007 for the duration of the engagement. If additional parties, entities, or individuals are identified during the course of the engagement — including through discovery, third-party subpoenas, or the identification of additional witnesses — a supplemental conflicts search and analysis should be conducted and documented in a supplemental memorandum to be appended to this file.

This memorandum is prepared as attorney work product and is protected by the attorney-client privilege and the work-product doctrine. It should not be disclosed to any person outside the Firm without the prior approval of the Firm's General Counsel.

Prepared by:

________________________________________

Yuki Nakamura Senior Associate, Litigation Department Calderwood & Harkness LLP 600 South Grand Avenue, Suite 3200 Los Angeles, CA 90071

Date: September 11, 2021

Reviewed and Approved by:

________________________________________

Douglas Carmichael Partner, Litigation Department Calderwood & Harkness LLP 600 South Grand Avenue, Suite 3200 Los Angeles, CA 90071 Date of Approval: ________

cc: Francesca Morano, Partner, Litigation Department Firm General Counsel / Conflicts Committee

This memorandum is PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT. It is intended solely for use by the attorneys and personnel of Calderwood & Harkness LLP in connection with the internal conflicts review for proposed Matter No. 1038-00007. Unauthorized disclosure, copying, or distribution is prohibited.

Role	Attorney	Title
Responsible Partner	Douglas Carmichael	Partner, Litigation Department
Billing Partner	Francesca Morano	Partner, Litigation Department
Lead Associate	Yuki Nakamura	Senior Associate, Litigation Department
Working Associate	Carlos Espinoza	Associate, Litigation Department

MEMORANDUM
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
TO: Douglas Carmichael, Partner, Litigation Department
FROM: Yuki Nakamura, Senior Associate, Litigation Department
DATE: September 11, 2021
RE: Conflicts Check — Proposed Engagement: Defense of Cascade Retail Holdings Inc. in Vantor Holdings Corp. v. Cascade Retail Holdings Inc., anticipated Case No. 21STCV-34872, Superior Court of California, County of Los Angeles
MATTER: Proposed Matter No. 1038-00007
OFFICE: Calderwood & Harkness LLP, 600 South Grand Avenue, Suite 3200, Los Angeles, CA 90071
1. Purpose
This memorandum documents the results of the conflicts check conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("the Firm" or "C&H") to represent Cascade Retail Holdings Inc. ("Cascade" or "CRH") in the defense of claims for tortious interference with contractual relations, tortious interference with prospective business relations, and related statutory causes of action filed (or anticipated to be filed) by Vantor Holdings Corp. ("Vantor") in the Superior Court of California, County of Los Angeles, anticipated Case No. 21STCV-34872.
The conflicts check was initiated on September 10, 2021, following initial contact from David Pruitt, General Counsel and Corporate Secretary of Cascade, and was completed on September 11, 2021. During that period, the Firm's centralized conflicts-review resources were fully utilized, and all relevant databases, personnel records, and lateral-hire files were queried in connection with this analysis.
The check was conducted in accordance with the Firm's internal conflicts-of-interest policies and procedures, as set forth in the Calderwood & Harkness LLP Conflicts Manual (revised January 2021), and is consistent with the requirements of the California Rules of Professional Conduct (in particular, Rules 1.7 and 1.9), the ABA Model Rules of Professional Conduct (Rules 1.7, 1.9, and 1.10), and applicable case law interpreting those provisions. This memorandum is intended to serve as the definitive record of the conflicts analysis for the proposed engagement and should be retained in the matter file for the duration of the representation.
2. Proposed Client and Engagement Summary
Proposed Client: Cascade Retail Holdings Inc., a corporation organized and existing under the laws of the State of Delaware, publicly traded on the Nasdaq Global Select Market under the ticker symbol "CRHI." Cascade maintains its principal executive offices at 2200 Elliott Avenue West, Suite 1400, Seattle, Washington 98119.
Cascade Key Personnel Identified for Conflicts Purposes:
•  Margaret Prumvane — Chief Executive Officer and President
•  Raj Subramanian — Chief Financial Officer
•  Lena Torvik — Senior Vice President, Supply Chain and Procurement
•  David Pruitt — General Counsel and Corporate Secretary
•  Annika Bergström — Vice President, Strategic Sourcing
Nature of Proposed Engagement: The Firm has been asked to undertake the defense of Cascade against claims anticipated to be asserted by Vantor Holdings Corp. in California state court. Based on the pre-filing demand letter and related correspondence provided by Mr. Pruitt, the anticipated complaint is expected to include the following causes of action: (i) tortious interference with contractual relations; (ii) tortious interference with prospective economic advantage; and (iii) unfair business practices under California Business and Professions Code Section 17200 et seq. The factual predicate of the claims, as described by opposing counsel in its pre-filing demand letter dated August 30, 2021, centers on Cascade's entry into supply agreements with three suppliers — Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., and Orion Lifestyle Brands Corp. — each of which was, at the time the new supply agreements were executed, subject to exclusive supply agreements with Vantor.
Cascade Corporate Profile: Cascade is a multi-channel retail and e-commerce company operating in the consumer goods sector. For the fiscal year ending June 30, 2021, Cascade reported annual revenue of approximately $6.8 billion and net income of approximately $412 million, as disclosed in its most recent Annual Report on Form 10-K. As of September 2021, Cascade's market capitalization was approximately $14.2 billion. Cascade operates more than 340 brick-and-mortar retail locations across 22 states, in addition to a substantial direct-to-consumer e-commerce platform. The company's product categories include home goods, consumer electronics accessories, personal care and wellness products, and general merchandise.
Proposed Engagement Team:
3. Parties and Entities Searched
The Firm's centralized conflicts database (the "ConflictCheck" system, maintained by the Firm's Office of the General Counsel and Conflicts Committee) was searched for all parties, known affiliates, subsidiaries, key personnel, adverse parties, opposing counsel, and material third parties identified in connection with the proposed engagement. The search included both exact-match queries and phonetic/alias searches to capture variant spellings, abbreviated names, and formerly known-as designations. In addition to the database search, the undersigned conducted manual cross-referencing against the Firm's new-business intake records, lateral-hire disclosure files, and partner capital-interest disclosures.
The following entities and individuals were searched:
3.1 Adverse Party — Vantor Holdings Corp.
Vantor Holdings Corp. is a California corporation, privately held, with its principal place of business at 18500 Von Karman Avenue, Suite 600, Irvine, California 92612. Vantor operates in the wholesale distribution and specialty retail sectors, with a particular focus on home goods and consumer accessories. For the fiscal year ending December 31, 2020 (the most recent year for which financial data has been made available to the Firm through publicly accessible sources and the pre-filing demand correspondence), Vantor reported approximate annual revenue of $1.1 billion. Vantor operates approximately 85 retail locations in California, Arizona, Nevada, and Oregon.
Key Personnel Searched in Connection with Vantor:
•  Richard "Rick" Ellsworth — Founder and Chief Executive Officer
•  Patricia Sung — Chief Operating Officer
•  Thomas Brennecke — Vice President, Supplier Relations
•  Deborah Marcelino — Chief Financial Officer
All of the foregoing individuals were searched by full legal name, known aliases, and variant spellings.
3.2 Opposing Counsel — Kessler, Brandt & Whitfield LLP
Kessler, Brandt & Whitfield LLP is a California limited liability partnership with offices at 1999 Avenue of the Stars, Suite 2800, Los Angeles, California 90067. The firm has been identified as counsel of record for Vantor in connection with the anticipated litigation.
Key Attorneys Searched:
•  Martin Kessler — Senior Partner; identified as Lead Trial Attorney for Vantor
•  Natalie Whitfield — Partner; identified as Co-Lead for Vantor
•  Jason Okafor — Senior Associate; identified as a member of Vantor's litigation team
3.3 Third-Party Suppliers (Material Witnesses and Interested Parties)
The three suppliers at the center of the anticipated dispute are each potential material witnesses, likely interested parties, and possible targets of third-party discovery. Each was searched, together with its principal officers.
Hemsworth Consumer Products LLC — An Oregon limited liability company headquartered at 4720 NW Yeon Avenue, Portland, Oregon 97210. Hemsworth is a manufacturer of home goods and kitchen accessories. Its Chief Executive Officer is Janet Kohler. Hemsworth is a party to an exclusive supply agreement with Vantor, executed on March 15, 2019, with an expiration date of March 14, 2022, and a minimum annual purchase commitment of $12.5 million. Hemsworth subsequently entered into a new supply agreement with Cascade, effective June 1, 2021, with a five-year term and an annual purchase commitment of $28.0 million. The execution of this supply agreement while the Vantor exclusivity agreement remained in effect is one of the core factual predicates of the anticipated litigation.
Tridale Manufacturing Inc. — A Nevada corporation headquartered at 6300 South Pecos Road, Suite 210, Las Vegas, Nevada 89120. Tridale manufactures consumer electronics accessories. Its President is Gregory Fontaine. Tridale is a party to an exclusive supply agreement with Vantor, executed on January 10, 2020, with an expiration date of January 9, 2022, and a minimum annual purchase commitment of $8.3 million. Tridale subsequently entered into a new supply agreement with Cascade, effective August 15, 2021, with a three-year term and an annual purchase commitment of $19.5 million.
Orion Lifestyle Brands Corp. — A California corporation headquartered at 1900 Avenue of the Stars, Suite 1050, Los Angeles, California 90067. Orion manufactures personal care and wellness products. Its Chief Executive Officer is Simone Alvarez. Orion is a party to an exclusive supply agreement with Vantor, executed on July 1, 2018, with an expiration date of June 30, 2022, and a minimum annual purchase commitment of $14.6 million. Orion subsequently entered into a new supply agreement with Cascade, effective May 10, 2021, with a four-year term and an annual purchase commitment of $31.0 million. Of the three supplier agreements at issue, the Orion agreement was the first to be executed and involves the largest annual commitment.
3.4 Other Entities Searched
In addition to the foregoing parties, the following entities and individuals were searched based on their expected involvement in or relevance to the proposed engagement:
Pinnacle National Insurance Co. — A New York domiciled insurance corporation with offices at 120 Broadway, Suite 3500, New York, New York 10271. Pinnacle is identified as the directors and officers liability ("D&O") and commercial general liability ("CGL") insurer for Cascade. The applicable policy number is PNG-CGL-2021-04487. The key contact for claims purposes is Leonard Furman, Senior Claims Adjuster. Pinnacle is expected to be notified of the anticipated lawsuit for coverage and potential defense-cost reimbursement purposes.
Granville & Associates, P.C. — A Washington professional corporation with offices at 1201 Third Avenue, Suite 5000, Seattle, Washington 98101. Granville serves as Cascade's independent registered public accounting firm and outside auditors. The Managing Partner is Arthur Granville. Granville may be identified as a custodian of financial records or called upon to provide financial data in connection with damages-related discovery.
Meridian Forensic Economics LLC — A California limited liability company with offices at 2049 Century Park East, Suite 1200, Los Angeles, California 90067. Meridian has been identified, based on information from Mr. Pruitt and a review of Kessler, Brandt & Whitfield's prior litigation filings, as a potential or anticipated plaintiff's damages expert. The Managing Director is Dr. Harold Pryce, Ph.D. Dr. Pryce has provided expert testimony in prior matters in the Central District of California and the Los Angeles Superior Court.
4. Conflicts Database Search Results
The following sets forth the results of the ConflictCheck database search and supplemental manual review for each entity and individual identified in Section 3 above.
4.1 Cascade Retail Holdings Inc. (Proposed Client)
The Firm has no current engagements for or on behalf of Cascade Retail Holdings Inc. in any capacity, whether litigation, transactional, regulatory, or advisory. The Firm has no prior engagements for or on behalf of Cascade in any capacity. No matters involving any Cascade officer, director, or key personnel identified in Section 2 above were identified in the ConflictCheck database or in the manual cross-reference of partner capital-interest disclosures and lateral-hire files. No adverse representations against Cascade were identified in any practice group, office, or engagement record of the Firm.
Result: No conflict identified.
4.2 Vantor Holdings Corp. (Adverse Party)
The Firm has no current engagements for or on behalf of Vantor Holdings Corp. in any capacity. No active attorney-client relationship exists between the Firm and Vantor.
However, the ConflictCheck database search identified one prior matter involving Vantor. In 2017, the Firm's New York office provided limited regulatory advisory services to Ridgeline Capital Partners IV, L.P., a private equity fund managed by Ridgeline Capital Advisors LLC, in connection with Ridgeline's evaluation of a potential minority equity investment in Vantor Holdings Corp. The engagement was assigned Matter No. 1038-00007 and was staffed by attorneys in the Firm's New York Corporate and Regulatory group, none of whom is a member of the proposed engagement team for the current matter. The engagement was limited in scope to regulatory diligence relating to consumer product safety and import/export compliance matters and was concluded in approximately six weeks in the third quarter of 2017. The potential investment did not proceed, and no ongoing relationship between the Firm and Vantor was established.
Critically, the 2017 engagement did not involve any review of, access to, or receipt of confidential information relating to Vantor's supply-chain operations, supplier relationships, exclusive supply agreements, procurement strategies, or competitive business practices. The regulatory diligence was focused on an entirely different business division of Vantor (its import operations for overseas-sourced goods) and did not touch upon any of the subject matter at issue in the anticipated tortious interference litigation. The Firm's New York team confirmed that no confidential Vantor information material to the present dispute was obtained or retained.
No current attorney-client relationship with Vantor exists, and the Firm owes no ongoing duties of loyalty to Vantor.
Result: A former-client analysis was conducted under California Rule of Professional Conduct 1.9, as set forth more fully in Section 6.2 below. The prior representation was not substantially related to the current matter, and no confidential information material to the current dispute was obtained. No disqualifying conflict exists. As a precautionary measure, and consistent with the Firm's practice of transparency with prospective clients, it is recommended that disclosure of this prior engagement be made to Cascade and that appropriate language be included in the engagement letter's conflict waiver provisions.
4.3 Kessler, Brandt & Whitfield LLP (Opposing Counsel)
The Firm has no matters in which Kessler, Brandt & Whitfield LLP is or has been an adverse party, a co-party, or a client. No engagements of any kind involving Kessler, Brandt & Whitfield LLP as an entity were identified in the ConflictCheck database.
The search did identify that two current Firm attorneys — Samantha Duvall (Of Counsel, New York office, intellectual Property group) and Trevor Han (Associate, San Francisco office, Employment group) — were previously employed at Kessler, Brandt & Whitfield LLP prior to joining Calderwood & Harkness. Ms. Duvall departed Kessler Brandt in 2014, and Mr. Han departed in 2019. Neither Ms. Duvall nor Mr. Han is a member of the proposed engagement team for this matter. Both were contacted as part of this conflicts review and confirmed that neither has any involvement in, knowledge of, or prior work relating to Vantor Holdings Corp. or the underlying claims at issue. Neither has had any contact with Martin Kessler, Natalie Whitfield, or Jason Okafor regarding this matter or any related subject. Formal ethical screens under Rule 1.10 are not required under these circumstances, but the existence of these prior employment relationships is noted here for completeness.
Searches for Martin Kessler, Natalie Whitfield, and Jason Okafor individually revealed no personal conflicts with any member of the proposed engagement team. No social, familial, financial, or prior professional relationships were identified between any proposed team member and any identified opposing counsel attorney.
Result: No conflict identified.
4.4 Hemsworth Consumer Products LLC
The Firm has no current or prior engagements involving Hemsworth Consumer Products LLC in any capacity. A search for the company's Chief Executive Officer, Janet Kohler, returned no results in the ConflictCheck database. No relationships of any kind between the Firm and Hemsworth or its personnel were identified.
Result: No conflict identified.
4.5 Tridale Manufacturing Inc.
The Firm has no current or prior engagements involving Tridale Manufacturing Inc. in any capacity. A search for the company's President, Gregory Fontaine, returned no results in the ConflictCheck database. No relationships of any kind between the Firm and Tridale or its personnel were identified.
Result: No conflict identified.
4.6 Orion Lifestyle Brands Corp.
The Firm has no current or prior engagements involving Orion Lifestyle Brands Corp. in any capacity. A search for the company's Chief Executive Officer, Simone Alvarez, returned no results in the ConflictCheck database. No relationships of any kind between the Firm and Orion or its personnel were identified.
Result: No conflict identified.
4.7 Pinnacle National Insurance Co.
The Firm has represented Pinnacle National Insurance Co. in three prior matters, all of which have been concluded:
(a) Matter No. 1038-00007 — Defense of Pinnacle in a first-party coverage dispute in the Supreme Court of New York, New York County (concluded 2015; settled).
(b) Matter No. 1038-00007 — Defense of Pinnacle in a bad-faith insurance claim in the United States District Court for the Southern District of New York (concluded 2017; summary judgment granted in favor of Pinnacle).
(c) Matter No. 1038-00007 — Defense of Pinnacle in a subrogation action in the Circuit Court of Cook County, Illinois (concluded 2020; dismissed with prejudice).
The Firm does not currently represent Pinnacle National Insurance Co. in any active matter. No current attorney-client relationship exists.
In the context of the proposed engagement, Pinnacle is Cascade's CGL and D&O insurer under Policy No. PNG-CGL-2021-04487 and is expected to be notified of the anticipated Vantor lawsuit for coverage and defense-cost reimbursement purposes. As insurer of the proposed client (Cascade), Pinnacle's interests in this matter are aligned with Cascade's interests — both Pinnacle and Cascade share the objective of defeating or minimizing the claims asserted by Vantor. No adversity between Pinnacle and Cascade is presently anticipated.
However, as is always the case in insured litigation, the possibility exists that a coverage dispute could arise between Cascade and Pinnacle at a later stage — for example, if Pinnacle declines coverage, asserts policy exclusions, or disputes the scope of its defense obligations. Should such a dispute develop, the Firm's simultaneous defense of Cascade in the underlying Vantor litigation and its prior relationship with Pinnacle could raise conflict-of-interest issues requiring a fresh analysis.
Result: No disqualifying conflict identified at this time. The engagement team should implement a monitoring protocol to track the relationship between Cascade and Pinnacle for any indications of emerging adversity. If an adversity between Cascade and Pinnacle develops at any point during the engagement, a separate and independent conflicts analysis must be conducted immediately, and the undersigned should be notified.
4.8 Granville & Associates, P.C.
The Firm has no current or prior engagements involving Granville & Associates, P.C. in any capacity. A search for Managing Partner Arthur Granville returned no results in the ConflictCheck database. No relationships of any kind between the Firm and Granville or its personnel were identified.
Result: No conflict identified.
4.9 Meridian Forensic Economics LLC / Dr. Harold Pryce
The Firm has no current or prior engagements with Meridian Forensic Economics LLC as a client, adverse party, or retained consultant. However, Dr. Harold Pryce, Managing Director of Meridian, has served as a testifying expert in two prior matters in which the Firm was involved:
(a) In 2016, Dr. Pryce served as a testifying damages expert retained by the Firm on behalf of a Firm client in an unrelated breach-of-contract matter in the Central District of California (Matter No. 1038-00007; concluded 2017).
(b) In 2019, Dr. Pryce served as a testifying damages expert retained by opposing counsel in a separate unrelated commercial dispute in the Los Angeles Superior Court in which the Firm represented the defendant (Matter No. 1038-00007; concluded 2020).
Both matters are concluded. The Firm's prior interactions with Dr. Pryce in those matters were conducted in the ordinary course of expert retention and cross-examination, respectively, and do not give rise to any attorney-client or fiduciary relationship between the Firm and Dr. Pryce. No confidential Firm information or client information was shared with Dr. Pryce in any capacity that would be relevant to the current matter.
Result: No conflict identified.
5. Engagement Team Conflicts Screen
In addition to the database search described in Section 4 above, each member of the proposed engagement team was individually interviewed as part of the conflicts-review process. The purpose of the individual screen is to identify any personal, financial, familial, or prior-relationship conflicts that may not appear in the Firm's centralized databases but that could give rise to a disqualifying conflict or an appearance of impropriety.
Each of the following attorneys was interviewed and has confirmed the absence of any such conflict:
•  Douglas Carmichael (Responsible Partner) — Mr. Carmichael confirmed that he has no personal, financial, or prior-relationship conflict with any party, entity, or individual identified in Section 3 above. He holds no ownership interest, investment position, or other financial interest in Cascade, Vantor, any of the three suppliers, Pinnacle, Granville, or Meridian. He has no family relationship or close personal relationship with any identified party, witness, or opposing counsel attorney.
•  Francesca Morano (Billing Partner) — Ms. Morano confirmed that she has no personal, financial, or prior-relationship conflict with any party, entity, or individual identified in Section 3 above. She holds no ownership interest, investment position, or other financial interest in any identified entity. She has no family relationship or close personal relationship with any identified party, witness, or opposing counsel attorney.
•  Yuki Nakamura (Lead Associate) — I confirm that I have no personal, financial, or prior-relationship conflict with any party, entity, or individual identified in Section 3 above. I hold no ownership interest, investment position, or other financial interest in any identified entity. I have no family relationship or close personal relationship with any identified party, witness, or opposing counsel attorney.
•  Carlos Espinoza (Working Associate) — Mr. Espinoza confirmed that he has no personal, financial, or prior-relationship conflict with any party, entity, or individual identified in Section 3 above. He holds no ownership interest, investment position, or other financial interest in any identified entity. He has no family relationship or close personal relationship with any identified party, witness, or opposing counsel attorney.
Result: No individual conflicts identified for any member of the proposed engagement team. All individual confirmations were obtained orally and documented in the Firm's conflicts-review file for this matter.
6. Analysis Under Applicable Rules of Professional Conduct
6.1 California Rule of Professional Conduct 1.7 — Current Client Conflicts
California Rule of Professional Conduct 1.7(a) provides that a lawyer shall not, without informed written consent from each affected client, represent a client if the representation is directly adverse to another client, or if there is a significant risk that the representation of one client will be materially limited by the lawyer's responsibilities to another client, a former client, a third person, or by the lawyer's own personal interests.
The conflicts search confirmed that no current client of the Firm is adverse to Cascade in this matter. No current client of the Firm is aligned with Vantor in this matter, either as a co-plaintiff, joint venturer, or otherwise. The Firm's representation of Cascade in the defense of the anticipated Vantor lawsuit does not involve duties that are directly adverse to any current client of the Firm, nor does it present a significant risk that the Firm's representation of Cascade will be materially limited by the Firm's responsibilities to any other current client.
The Firm does not currently represent Vantor, any of the three suppliers, Pinnacle, Kessler Brandt, or any other entity identified in Section 3 in any active engagement. Accordingly, no concurrent-client conflict arises.
Result: California Rule of Professional Conduct 1.7 is satisfied. No current-client conflict exists, and no informed written consent is required under this Rule.
6.2 California Rule of Professional Conduct 1.9 — Former Client Conflicts
California Rule of Professional Conduct 1.9(a) provides that a lawyer who has formerly represented a client in a matter shall not thereafter represent another person in the same or a substantially related matter in which that person's interests are materially adverse to the interests of the former client, unless the former client gives informed written consent.
The only former-client issue identified in the conflicts search relates to the 2017 limited regulatory advisory matter involving a private equity fund (Ridgeline Capital Partners IV, L.P.) that was considering a minority equity investment in Vantor Holdings Corp., as described in Section 4.2 above.
The analysis under Rule 1.9 requires consideration of two elements: (i) whether the current matter is the "same or substantially related" to the former representation; and (ii) whether the Firm obtained confidential information in the former representation that could be used to the disadvantage of the former client in the current matter.
With respect to the first element, the 2017 matter involved regulatory diligence concerning consumer product safety and import/export compliance in connection with a potential private equity investment. The current matter involves claims of tortious interference with contractual and prospective business relations arising from Cascade's execution of supply agreements with three suppliers that were subject to exclusive supply agreements with Vantor. The legal issues, factual circumstances, business divisions, and subject matter of the two engagements are entirely distinct. The 2017 matter did not involve Vantor's domestic supply-chain operations, its exclusive supplier relationships, or its competitive business strategies in the home goods and consumer accessories sectors. There is no overlap in the legal theories, the relevant facts, or the business operations at issue. The matters are not the same or substantially related within the meaning of Rule 1.9.
With respect to the second element, the Firm's New York team has confirmed that no confidential information relating to Vantor's supplier relationships, exclusive supply agreements, procurement strategies, competitive positioning, or business operations relevant to the current dispute was obtained or retained in connection with the 2017 engagement. The information reviewed in the 2017 matter was limited to regulatory compliance documentation concerning import operations and product safety certifications — categories of information that bear no relevance to the tortious interference and unfair business practices claims at issue here.
Under these circumstances, Rule 1.9 does not require the Firm to obtain informed written consent from Vantor before undertaking the defense of Cascade. Nevertheless, as a matter of good practice and transparency, it is recommended that the Firm disclose the existence of the 2017 engagement to Cascade in the engagement letter, so that the proposed client is fully informed of all potentially relevant prior Firm relationships.
Result: California Rule of Professional Conduct 1.9 is satisfied. The prior representation of a private equity fund in connection with a potential investment in Vantor was not substantially related to the current tortious interference litigation, and no confidential information material to the current dispute was obtained. No consent from Vantor is required. Precautionary disclosure to Cascade is recommended.
6.3 Duty of Loyalty — Pinnacle National Insurance Co.
As described in Section 4.7 above, the Firm has represented Pinnacle National Insurance Co. in three prior matters, all of which have been concluded. No current attorney-client relationship exists between the Firm and Pinnacle.
In the context of the proposed engagement, Pinnacle is Cascade's CGL and D&O insurer and is expected to be notified of the anticipated Vantor lawsuit for coverage purposes. As the insurer of the proposed client, Pinnacle's interests are presently aligned with those of Cascade — both parties share the common objective of defeating or minimizing the Vantor claims. The Firm's former representation of Pinnacle therefore does not create any present adversity.
However, the Firm must remain vigilant to the possibility that a coverage dispute could develop between Cascade and Pinnacle during the course of the litigation. Such disputes can arise from, among other things, late notice, policy exclusions, disputes over the scope of covered claims, or disagreements over settlement authority. Should any adversity between Cascade and Pinnacle emerge, the Firm's dual relationships — as former counsel to Pinnacle and current counsel to Cascade — could implicate Rule 1.9 and potentially Rule 1.7 (if Pinnacle were to seek to re-engage the Firm on a separate matter while the adversity existed).
At present, no conflict exists. The Firm's duty of loyalty to Pinnacle as a former client is limited to the duty not to use confidential information obtained in the prior representations to Pinnacle's disadvantage and the duty not to represent another party in a matter that is the same or substantially related to the prior representations. The current Vantor defense is not the same or substantially related to any of the three prior Pinnacle matters, and no confidential Pinnacle information is relevant to this engagement.
Result: No present conflict exists. Ongoing monitoring is recommended, and a separate analysis will be required if adversity between Cascade and Pinnacle develops at any point during the engagement.
7. Recommendations
Based on the comprehensive conflicts search and analysis described in Sections 3 through 6 above, the following recommendations are made:
1.  No disqualifying conflicts exist. The Firm may proceed with the engagement of Cascade Retail Holdings Inc. as its client in the defense of the anticipated action Vantor Holdings Corp. v. Cascade Retail Holdings Inc., Case No. 21STCV-34872, Superior Court of California, County of Los Angeles. No provision of the California Rules of Professional Conduct, the ABA Model Rules of Professional Conduct, or the Firm's internal conflicts policies prohibits or restricts the proposed representation.
2.  Precautionary disclosure to Cascade. A disclosure should be made to David Pruitt, General Counsel of Cascade, regarding the Firm's 2017 limited regulatory advisory engagement for a private equity fund that was considering an investment in Vantor Holdings Corp. While this prior representation does not constitute a disqualifying conflict and does not require Vantor's consent, transparency with the proposed client is consistent with the Firm's best practices and professional obligations. This disclosure should be documented in the engagement letter, and the engagement letter should include a provision confirming that Cascade has been informed of this prior relationship and consents to the representation notwithstanding.
3.  Pinnacle monitoring protocol. The engagement team should implement a monitoring protocol to track the relationship between Cascade and Pinnacle National Insurance Co. throughout the duration of the engagement. The team should be alert to any indications that a coverage dispute or other adversity may be developing between the two parties. If such a dispute emerges, a fresh and independent conflicts analysis must be conducted immediately, and the matter should be escalated to the Firm's Conflicts Committee. The Firm should not represent either Cascade or Pinnacle in any coverage dispute that arises from the underlying Vantor litigation without first completing a full conflicts review and obtaining any necessary informed written consents.
4.  No ethical screens required. No formal ethical screens or information barriers are required at this time for any Firm attorneys, including the two attorneys (Samantha Duvall and Trevor Han) who were previously employed at Kessler, Brandt & Whitfield LLP. Neither attorney has any involvement in or knowledge of the current matter or the underlying facts, and no circumstances exist that would necessitate the imposition of screening measures under California Rule of Professional Conduct 1.10.
5.  Engagement letter provisions. The engagement letter for the Cascade representation should include the following conflict-related provisions:
(a) Standard conflict waiver language addressing the Firm's 2017 limited regulatory advisory engagement for a private equity fund that considered an investment in Vantor Holdings Corp., confirming that the engagement was not substantially related to the current matter, that no material confidential information was obtained, and that Cascade consents to the representation notwithstanding this prior relationship.
(b) Standard conflict waiver language addressing the Firm's prior representations of Pinnacle National Insurance Co. in three unrelated insurance matters, confirming that no current attorney-client relationship with Pinnacle exists, that Pinnacle's interests are presently aligned with Cascade's in this matter, and that Cascade acknowledges the potential for a future coverage dispute and agrees that the Firm will conduct a separate analysis if any such dispute arises.
(c) A general advance waiver provision, consistent with the Firm's standard engagement letter template, addressing the possibility that the Firm may in the future represent other clients in matters unrelated to the Cascade engagement that may be adverse to Cascade, provided that such representations do not involve the same or substantially related matters and do not involve the use of Cascade's confidential information.
8. Conclusion
Based on the comprehensive conflicts search and analysis described in this memorandum, no disqualifying conflicts of interest have been identified under the California Rules of Professional Conduct (including Rules 1.7 and 1.9), the ABA Model Rules of Professional Conduct (including Rules 1.7, 1.9, and 1.10), or the Firm's internal conflicts policies and procedures.
The Firm is cleared to proceed with the engagement of Cascade Retail Holdings Inc. in the defense of the anticipated action Vantor Holdings Corp. v. Cascade Retail Holdings Inc., anticipated Case No. 21STCV-34872, Superior Court of California, County of Los Angeles, subject to the recommendations set forth in Section 7 above regarding precautionary disclosure, Pinnacle monitoring, and engagement letter provisions.
This memorandum should be retained in the matter file for proposed Matter No. 1038-00007 for the duration of the engagement. If additional parties, entities, or individuals are identified during the course of the engagement — including through discovery, third-party subpoenas, or the identification of additional witnesses — a supplemental conflicts search and analysis should be conducted and documented in a supplemental memorandum to be appended to this file.
This memorandum is prepared as attorney work product and is protected by the attorney-client privilege and the work-product doctrine. It should not be disclosed to any person outside the Firm without the prior approval of the Firm's General Counsel.
Prepared by:
________________________________________
Yuki Nakamura Senior Associate, Litigation Department Calderwood & Harkness LLP 600 South Grand Avenue, Suite 3200 Los Angeles, CA 90071
Date: September 11, 2021
Reviewed and Approved by:
________________________________________
Douglas Carmichael Partner, Litigation Department Calderwood & Harkness LLP 600 South Grand Avenue, Suite 3200 Los Angeles, CA 90071 Date of Approval: ________
cc: Francesca Morano, Partner, Litigation Department Firm General Counsel / Conflicts Committee
This memorandum is PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT. It is intended solely for use by the attorneys and personnel of Calderwood & Harkness LLP in connection with the internal conflicts review for proposed Matter No. 1038-00007. Unauthorized disclosure, copying, or distribution is prohibited.
Role | Attorney | Title
Responsible Partner | Douglas Carmichael | Partner, Litigation Department
Billing Partner | Francesca Morano | Partner, Litigation Department
Lead Associate | Yuki Nakamura | Senior Associate, Litigation Department
Working Associate | Carlos Espinoza | Associate, Litigation Department

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