SUPERIOR COURT OF THE STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
JOINT STIPULATION OF DISMISSAL WITH PREJUDICE
Plaintiff VANTOR HOLDINGS CORP. ("Vantor" or "Plaintiff"), by and through its counsel of record, Kessler, Brandt & Whitfield LLP (Martin Kessler, Natalie Whitfield, and Jason Okafor), 1999 Avenue of the Stars, Suite 2800, Los Angeles, California 90067, and Defendant CASCADE RETAIL HOLDINGS INC. ("Cascade" or "Defendant"), by and through its counsel of record, Calderwood & Harkness LLP (Douglas Carmichael, Francesca Morano, Yuki Nakamura, and Carlos Espinoza), 600 South Grand Avenue, Suite 3200, Los Angeles, California 90071, hereby jointly stipulate and agree to the dismissal of this action in its entirety, with prejudice, pursuant to California Code of Civil Procedure Section 581(b)(1) and the Settlement Agreement and Mutual Release executed by the parties on June 12, 2023 (the "Settlement Agreement"), on the following terms and for the following reasons:
RECITALS
A. Commencement of Action. On September 7, 2021, Plaintiff Vantor Holdings Corp. filed a Complaint for Damages and Equitable Relief in this Court against Defendant Cascade Retail Holdings Inc., asserting three causes of action: (1) Tortious Interference with Contractual Relations; (2) Tortious Interference with Prospective Economic Advantage; and (3) Unfair Business Practices under California Business and Professions Code Section 17200 et seq. The Complaint alleged, among other things, that Defendant Cascade engaged in a deliberate course of conduct intended to interfere with Vantor's exclusive supply agreements with three suppliers, specifically Hemsworth Consumer Products LLC, Tridale Manufacturing Inc., and Orion Lifestyle Brands Corp., and that such interference caused Plaintiff substantial economic harm, including lost revenues, diminished market share, and damage to its established business relationships.
B. Defendant's Answer. On October 18, 2021, Defendant Cascade Retail Holdings Inc. filed its Answer to the Complaint and Affirmative Defenses, denying all material allegations set forth in the Complaint and asserting multiple affirmative defenses, including, without limitation, failure to state a claim, lack of causation, unclean hands, statute of limitations, and privilege.
C. discovery and Litigation Proceedings. Following the filing of Defendant's Answer, the parties engaged in extensive discovery over the course of approximately eighteen months. Discovery included, but was not limited to, the production and review of more than 175,000 pages of documents, service and response to multiple sets of written interrogatories and requests for admission, and the taking of nineteen fact witness depositions and four expert depositions. The Court entered a scheduling order on January 14, 2022 (the "Scheduling Order"), which set forth deadlines for fact discovery, expert discovery, dispositive motions, and trial. The parties also engaged in multiple discovery disputes, which were addressed through meet-and-confer proceedings and informal discovery conferences with the Court.
D. Partial Summary Judgment Ruling. On February 28, 2023, Defendant Cascade filed a Motion for Partial Summary Judgment, or in the Alternative, Partial Summary Adjudication, directed to the Second Cause of Action (Tortious Interference with Prospective Economic Advantage) and the Third Cause of Action (Unfair Business Practices under California Business and Professions Code Section 17200 et seq.). Plaintiff Vantor filed its Opposition to the Motion on March 24, 2023, and Defendant filed its Reply on April 7, 2023. On April 14, 2023, following oral argument, the Court issued its Order granting Defendant's Motion for Partial Summary Judgment as to the Third Cause of Action (Unfair Business Practices under California Business and Professions Code Section 17200 et seq.) and denying Defendant's Motion for Partial Summary Judgment as to the Second Cause of Action (Tortious Interference with Prospective Economic Advantage). As a result of the Court's April 14, 2023 Order, the Third Cause of Action has been disposed of by judicial ruling and is no longer at issue in this action. Following the Court's ruling, the remaining causes of action in this matter were the First Cause of Action (Tortious Interference with Contractual Relations) and the Second Cause of Action (Tortious Interference with Prospective Economic Advantage).
E. Settlement. On April 28, 2023, the parties participated in a mandatory settlement conference before the Honorable Robert K. Fujimoto (Ret.) at JAMS, Los Angeles. Following the mandatory settlement conference and subsequent arms'-length negotiations between counsel, the parties reached a comprehensive resolution of all claims and disputes between them arising out of or related to this action. The parties thereafter memorialized their agreement in a written Settlement Agreement and Mutual Release, which was fully executed on June 12, 2023. The Settlement Agreement resolves all claims, counterclaims, cross-claims, causes of action, and disputes between the parties, whether known or unknown, arising out of or related to the matters alleged in this action. The specific terms and conditions of the Settlement Agreement and Mutual Release are confidential and are not being filed with the Court.
STIPULATION
NOW, THEREFORE, in consideration of the foregoing Recitals and the mutual promises and agreements set forth in the Settlement Agreement and Mutual Release, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties stipulate and agree as follows:
1. Dismissal of All Claims with Prejudice. The parties hereby stipulate and agree that all remaining claims asserted by Plaintiff Vantor Holdings Corp. against Defendant Cascade Retail Holdings Inc. in this action — specifically, the First Cause of Action for Tortious Interference with Contractual Relations and the Second Cause of Action for Tortious Interference with Prospective Economic Advantage — are hereby dismissed with prejudice. With respect to the Third Cause of Action for Unfair Business Practices under California Business and Professions Code Section 17200 et seq., which was previously disposed of by the Court's April 14, 2023 Order granting Defendant's Motion for Partial Summary Judgment, the parties stipulate that the dismissal of this action in its entirety encompasses and supersedes that ruling for purposes of finality. The parties intend that this stipulated dismissal shall constitute a final adjudication on the merits of all claims asserted or which could have been asserted by Plaintiff against Defendant in this action, barring any further litigation of such claims by operation of the doctrines of res judicata and claim preclusion.
2. Dismissal of All Cross-Claims and Affirmative Defenses. All affirmative defenses, cross-claims, counterclaims, and any other claims asserted or that could have been asserted by Defendant Cascade Retail Holdings Inc. against Plaintiff Vantor Holdings Corp. in this action, if any, are hereby dismissed with prejudice. This dismissal shall operate as a final adjudication on the merits with respect to any such defenses, cross-claims, counterclaims, or other claims.
3. Each Party to Bear Its Own Costs and Fees. Each party shall bear its own attorneys' fees, costs, and expenses incurred in connection with this action, including but not limited to filing fees, deposition costs, expert witness fees, and all other litigation-related costs and expenses, except as otherwise specifically provided in the confidential Settlement Agreement and Mutual Release executed by the parties on June 12, 2023. Nothing in this Stipulation shall be construed to modify, alter, or supersede any provisions regarding fees, costs, or expenses set forth in the Settlement Agreement and Mutual Release.
4. Retention of Jurisdiction. Pursuant to California Code of Civil Procedure Section 664.6, the parties hereby request that the Court retain jurisdiction over the parties and the subject matter of this action for the purpose of enforcing the terms of the Settlement Agreement and Mutual Release executed on June 12, 2023, should any dispute arise regarding compliance with or interpretation of its terms. The parties acknowledge and agree that this request for retention of jurisdiction is made jointly and voluntarily by both parties, and that such retention of jurisdiction shall continue until all obligations under the Settlement Agreement and Mutual Release have been fully performed or until further order of this Court.
5. No Admission of Liability. This Joint Stipulation of Dismissal with Prejudice and the dismissal of this action shall not constitute, and shall not be construed as, an admission of liability, fault, wrongdoing, or the validity or invalidity of any claim or defense by any party. The parties enter into this Stipulation solely for the purpose of compromising and settling disputed claims and avoiding the expense, burden, and uncertainty of further litigation.
6. Settlement Agreement Governs. The rights, obligations, and responsibilities of the parties with respect to the subject matter of this action are governed exclusively by the Settlement Agreement and Mutual Release executed on June 12, 2023. The terms of the Settlement Agreement and Mutual Release are incorporated herein by reference for purposes of Section 664.6 enforcement, but are confidential and shall not be filed with the Court or made part of the public record absent a court order or the written consent of both parties. In the event of any conflict between the terms of this Joint Stipulation and the terms of the Settlement Agreement and Mutual Release, the Settlement Agreement and Mutual Release shall control.
7. Authorization. Counsel for each party hereby represents and warrants that they are duly authorized to execute this Joint Stipulation of Dismissal with Prejudice on behalf of their respective clients, and that each client has reviewed and approved the filing of this Stipulation with the Court. Counsel further represents that the execution and filing of this Stipulation is consistent with and contemplated by the Settlement Agreement and Mutual Release executed on June 12, 2023.
REQUEST FOR ORDER
Based on the foregoing Stipulation, the parties respectfully request that this Court enter an Order:
(a) Dismissing the above-captioned action, Case No. 21STCV-34872, Vantor Holdings Corp. v. Cascade Retail Holdings Inc., in its entirety, with prejudice, including all claims, cross-claims, counterclaims, and affirmative defenses;
(b) Providing that each party shall bear its own attorneys' fees, costs, and expenses incurred in connection with this action, except as otherwise provided in the parties' confidential Settlement Agreement and Mutual Release executed on June 12, 2023;
(c) Retaining jurisdiction pursuant to California Code of Civil Procedure Section 664.6 to enforce the terms of the parties' Settlement Agreement and Mutual Release executed on June 12, 2023; and
(d) Granting such other and further relief as the Court deems just and proper.
DATED: June 23, 2023
FOR PLAINTIFF VANTOR HOLDINGS CORP.:
KESSLER, BRANDT & WHITFIELD LLP
By: ________
Martin Kessler, Senior Partner
By: ________
Natalie Whitfield, Partner
Date: ________
1999 Avenue of the Stars, Suite 2800 Los Angeles, California 90067 Telephone: (310) 555-4200 Facsimile: (310) 555-4201
Attorneys for Plaintiff Vantor Holdings Corp.
FOR DEFENDANT CASCADE RETAIL HOLDINGS INC.:
CALDERWOOD & HARKNESS LLP
By: ________
Douglas Carmichael, Partner
By: ________
Francesca Morano, Partner
Date: ________
600 South Grand Avenue, Suite 3200 Los Angeles, California 90071 Telephone: (213) 555-7800 Facsimile: (213) 555-7801
Attorneys for Defendant Cascade Retail Holdings Inc.
SUPERIOR COURT OF THE STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
[PROPOSED] ORDER OF DISMISSAL WITH PREJUDICE
The Court, having reviewed and considered the Joint Stipulation of Dismissal with Prejudice filed by the parties on June 23, 2023, the entire file and record in this action, and good cause appearing therefor:
IT IS HEREBY ORDERED that the above-captioned action, Case No. 21STCV-34872, Vantor Holdings Corp. v. Cascade Retail Holdings Inc., including all claims, cross-claims, counterclaims, and affirmative defenses asserted therein, is hereby DISMISSED IN ITS ENTIRETY, WITH PREJUDICE.
IT IS FURTHER ORDERED that each party shall bear its own attorneys' fees, costs, and expenses incurred in connection with this action, except as otherwise provided in the parties' confidential Settlement Agreement and Mutual Release executed on June 12, 2023.
IT IS FURTHER ORDERED that this Court retains jurisdiction over the parties and the subject matter of this action pursuant to California Code of Civil Procedure Section 664.6 for the purpose of enforcing the terms of the parties' Settlement Agreement and Mutual Release executed on June 12, 2023, until all obligations thereunder have been fully performed or until further order of this Court.
This Order constitutes a final, appealable order for all purposes.
IT IS SO ORDERED.
Date: ________
________________________________________
HON. MARGARET T. ALVAREZ Judge of the Superior Court
PROOF OF SERVICE
STATE OF CALIFORNIA, COUNTY OF LOS ANGELES
I, Amanda R. Chen, am employed in the County of Los Angeles, State of California. I am over the age of eighteen (18) years and am not a party to the within action. My business address is Calderwood & Harkness LLP, 600 South Grand Avenue, Suite 3200, Los Angeles, California 90071.
On June 23, 2023, I served the foregoing document described as JOINT STIPULATION OF DISMISSAL WITH PREJUDICE; [PROPOSED] ORDER OF DISMISSAL WITH PREJUDICE on all interested parties in this action by the method indicated below:
BY ELECTRONIC SERVICE: By transmitting via electronic mail the document(s) listed above to the person(s) at the electronic mail address(es) set forth below on this date before 5:00 p.m. The transmission was reported as complete and without error.
BY FIRST-CLASS MAIL: By placing a true and correct copy thereof enclosed in a sealed envelope with postage thereon fully prepaid, in the United States mail at Los Angeles, California, addressed as set forth below.
Counsel for Plaintiff Vantor Holdings Corp.:
Martin Kessler Natalie Whitfield Jason Okafor KESSLER, BRANDT & WHITFIELD LLP 1999 Avenue of the Stars, Suite 2800 Los Angeles, California 90067
Email: mkessler@kbwlaw.com; nwhitfield@kbwlaw.com; jokafor@kbwlaw.com
Counsel for Defendant Cascade Retail Holdings Inc.:
Douglas Carmichael Francesca Morano Yuki Nakamura Carlos Espinoza CALDERWOOD & HARKNESS LLP 600 South Grand Avenue, Suite 3200 Los Angeles, California 90071
Email: dcarmichael@calderwoodharkness.com; fmorano@calderwoodharkness.com; ynakamura@calderwoodharkness.com; cespinoza@calderwoodharkness.com
Local Counsel for Defendant Cascade Retail Holdings Inc.:
Diana Prescott WORTHAM & ADAIR LLP 611 West Sixth Street, Suite 2400 Los Angeles, California 90017
Email: dprescott@worthamadair.com
I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct.
Executed on June 23, 2023, at Los Angeles, California.
________________________________________
Amanda R. Chen
| VANTOR HOLDINGS CORP., a California corporation, | Case No. 21STCV-34872 |
| Plaintiff, | JOINT STIPULATION OF DISMISSAL WITH PREJUDICE |
| v. | [Filed Concurrently with Proposed Order] |
| CASCADE RETAIL HOLDINGS INC., a Delaware corporation, | Date: June 23, 2023 |
Dept.: 14
Defendant.
Trial Date: September 11, 2023
| VANTOR HOLDINGS CORP., a California corporation, | Case No. 21STCV-34872 |
| Plaintiff, | [PROPOSED] ORDER OF DISMISSAL WITH PREJUDICE |
v.
CASCADE RETAIL HOLDINGS INC., a Delaware corporation,
Defendant.