iAnthus Arizona LLC et al v Arvin Saloum

Case Number

25CV05437

Case Type

Civil Law & Motion

Hearing Date / Time

Wed, 10/15/2025 - 10:00

Nature of Proceedings

iAnthus Arizona LLC, The Healing Center Wellness Center Inc vs Arvin Saloum AND Counter claim: Arvin Saloum vs iAnthus Arizona LLC; The Healing Center Wellness Center Inc AND Hadley Ford [Third Party Petitioner] vs Arvin Saloum

Tentative Ruling

For Plaintiff s and Counter-Defendants: Jeffrey C. Matura, Melissa J. England, John J. Daller.

For Non-Party Hadley Ford [“Ford”]: Danielle Sivalingam, Adam R. Mandelsberg, pro hac vice application pending; Emily B. Cooper, pro hac vice application pending.

For Defendant and Counter-claimant Arvin Saloum: [“Saloum”] Justin M. Brandt, Allan Back.

Issue

This is a standalone petition to quash a third party subpoena issued in connection with an Arizona state Court action.

RULING

For the reasons set out below the Court grants Saloum’s request that the Court deny the Petition to Quash or for Protective Order and the Court will compel Ford’s deposition on a mutually agreeable date within 30 days of this Court’s order. Counsel will submit an order consistent with this ruling.

Acknowledgement

The Court appreciates the professional work of the lawyers and apologizes for the length of this decision; could not get it done in one day; had to collect notes in one place; please forgive clerical and grammatical errors.

Request for Judicial Notice

Filed 9/2/25; 83 pages; summarized: Ford seeks judicial notice of Exhibits 1 and 2.

Exhibit 1. Complaint for Declaratory Relief in iAnthus Arizona, LLC, v. Arvin Saloum, Case No. CV2021-017850, filed Arizona Superior Court on November 18, 2021.

Exhibit 2. Arvin Saloum’s Tenth Supplemental Disclosure Statement, iAnthus Arizona, LLC, v. Arvin Saloum, Case No. CV2021-017850, dated April 18, 2025.

Ruling: GRANTED. Judicial notice is the recognition and acceptance by the Court, for use by the trier of fact or by the Court, of the existence of a matter of law or fact that is relevant to an issue in the action without requiring formal proof of the matter. Judicial notice may not be taken of any matter unless authorized or required by law. Matters that are subject to judicial notice are listed in Evid. Code §§ 451 and 452. A matter ordinarily is subject to judicial notice only if the matter is reasonably beyond dispute. Taking judicial notice of a document is not the same as accepting the truth of its contents or accepting a particular interpretation of its meaning. While Courts take judicial notice of public records, they do not take notice of the truth of matters stated therein. When judicial notice is taken of a document, the truthfulness and proper interpretation of the document are disputable. Herrera v. Deutsche Bank National Trust Co., (2011) 196 Cal. App. 4th 1366.) [Emphasis the Court’s]

Ford’s Motion

Filed 9/2/25; 16 pages; summarized: Ford petitions this Court for an order quashing Saloum’s deposition subpoena to Ford (“Ford Subpoena”), or for a protective order thereon. Petition is made pursuant to California Code of Civil Procedure sections 2029.600(a), 1987.1, and 2025.420(a)&(b). The Ford Subpoena was issued pursuant to California’s Interstate and International Depositions and Discovery Act, Civ. Proc. Code § 2029.100, et. seq. It relates to iAnthus v. Saloum, CV2021-017850, a matter currently pending in Maricopa County Superior Court (“Arizona Action”). Ford is not a party to the Arizona Action, nor is he presently affiliated with any party. He was formerly the CEO of iAnthus Capital Holdings, Inc. (“iAnthus Capital”), a counterclaim Defendant in the Arizona Action and the parent of the Plaintiff s in that case, during some of the relevant time.

Because Saloum cannot establish that Ford’s deposition is warranted under the “apex doctrine,” Liberty Mut. Ins. v. Superior Ct., 10 Cal. App. 4th 1282, 1284, 1289 (1992), Ford seeks an order prohibiting the deposition from proceeding, with prejudice. Alternatively, Ford petitions for an order quashing the Ford Subpoena, or for a protective order thereon, without prejudice.

Ford seeks to quash a deposition subpoena issued to him in iAnthus v. Saloum. He resigned as an officer of iAnthus Capital more than five years ago. Because Ford is an “apex witness”— an individual who was formerly at the very top of a corporate party — California law requires Saloum, the subpoenaing party, to demonstrate that Ford has superior, unique, and non-repetitive knowledge of the facts before Ford may be deposed. Liberty Mut., at 1289. Saloum has not and cannot make this showing.

Ford knows nothing about the case. He was not substantively involved in the underlying transaction giving rise to the parties’ dispute and has no recollection of Saloum or The Healing Center. Despite the parties’ production of more than 100,000 documents and the depositions of four representatives or former employees of iAnthus to date, Saloum cannot point to a single shred of evidence that Ford possesses any uniquely useful information about the case. Put simply, his deposition would be a waste of time and resources.

The “tremendous potential for discovery abuse and harassment” posed by depositions of

high-level corporate officers’ looms even larger in this case, because Ford has not worked for iAnthus Capital or its affiliates for more than five years. California Courts are loathe to burden non-parties with discovery where, as here, party witnesses would provide the same or superior testimony. Calcor Space Facility, Inc. v. Superior Ct., 53 Cal. App. 4th 216, 225 (1997).

For these reasons Ford requests that this Court quash the subpoena or issue a protective order thereon, prohibiting the Ford deposition from proceeding, with prejudice. Alternatively, Ford requests that the Court quash the subpoena or issue a protective order thereon, without prejudice to Saloum’s future deposition of Ford after exhausting all less-intrusive methods of discovery, if and only if Saloum makes the required “colorable showing” that Ford possesses uniquely instrumental information.

The Arizona Action. iAnthus Capital owns, operates, and/or controls licensed cannabis cultivation, processing, and dispensary facilities throughout the United States. Request for Judicial Notice (“RJN”) Ex. 1, at 5 ¶ 2.

In February 2019, iAnthus Capital acquired MPX Bioceutical Corporation (“MPX”), which in 2018 had acquired The Healing Center, a retail cannabis dispensary located in Mesa, Arizona. The MPX acquisition thus resulted in iAnthus obtaining the management rights to, and beneficial control over, The Healing Center. iAnthus Capital, through its wholly owned subsidiary, formed iAnthus Arizona in October 2019 to manage The Healing Center. Unbeknownst to the iAnthus entities, however, Saloum (The Healing Center’s former President) had been engaged in an arbitration against the former purchasers of The Healing Center—a dispute that would soon affect iAnthus Capital and its affiliates.

Timeline:

Mr. Saloum enters into a Consulting Agreement with ECO; litigation and arbitration ensue; the arbitrator finds Mr. Saloum is entitled to continuing consulting fees. Mr. Saloum was the President of the Healing Center in 2012 and 2013. The Healing Center obtained a Dispensary Registration Certificate in or around August 2012, which enabled it to apply to the relevant Arizona authorities for approval to open and operate a medical marijuana dispensary. In 2013, Mr. Saloum entered into a Consulting and Joint Venture Agreement (“Consulting Agreement”) with Emerald City Organics, LLC (“ECO”). Pursuant to the Consulting Agreement, ECO acquired the rights to The Healing Center and agreed to pay Mr. Saloum certain consulting fees. Mr. Saloum sued ECO in Arizona state Court for breach of the Consulting Agreement. ECO cross-claimed, and the case was later stayed in favor of arbitration.
On August 9, 2018, the arbitrator issued a final award. The arbitrator found that under the Consulting Agreement, “100% ownership, control, management and operation of The Healing Center was vested in ECO.” The arbitrator further ordered ECO to pay Mr. Saloum “continuing consulting fees equal to 4% of the gross annual sales of [The Healing Center] calculated after all applicable taxes . . . so long as [The Healing Center] was in operation.”
After iAnthus Capital purchases MPX, Mr. Saloum demands consulting fees; arbitration and litigation follow. In mid-2019, after iAnthus Capital acquired MPX and The Healing Center, Mr. Saloum demanded that The Healing Center pay his consulting fees equal to 4% of the gross sales of The Healing Center’s dispensary and cultivation facility. Although iAnthus Capital disagreed that Mr. Saloum had any right to consulting fees, to avoid a protracted dispute on the matter, iAnthus Capital paid the 2018 consulting fee for The Healing Center’s Dispensary but explained to Mr. Saloum that The Healing Center does not have a cultivation facility. The Healing Center, through iAnthus Capital, thereafter paid Mr. Saloum his consulting fee for 2019 and 2020, while reserving its rights. However, in 2021, Mr. Saloum alleged that The Healing Center breached the Consulting Agreement by not paying the correct amount for The Healing Center’s dispensary sales and by not opening a cultivation facility.

Mr. Saloum filed an arbitration demand, and the parties subsequently agreed to stay the arbitration in favor of the Arizona Action, which was commenced on November 18, 2021. In the Arizona Action, Plaintiff s iAnthus Arizona and The Healing Center seek a declaration that (1) the Consulting Agreement is void, against public policy, and terminable at will; (2) the Consulting Agreement is unenforceable and not binding upon iAnthus Arizona or The Healing Center, who are not parties to the Consulting Agreement; and (3) Mr. Saloum’s fees under the Consulting Agreement only apply to The Healing Center’s marijuana sales under the Arizona Medical Marijuana Act, not marijuana sales under the Smart and Safe Arizona Act. Mr. Saloum cross-claimed, alleging that iAnthus Capital, iAnthus Arizona, and The Healing Center are in breach of the Consulting Agreement and the 2018 arbitration award. The case has been in the discovery phase for several years due to discovery disputes that extended the discovery deadlines several times, including a protracted dispute over the production of approximately 96,000 internal iAnthus Capital documents and emails.

The Ford Subpoena.

On July 28, 2025, Mr. Saloum served a subpoena seeking Mr. Ford’s deposition testimony. The subpoena sets the deposition for September 30, 2025, at 9:00 a.m. Arizona Time, via Zoom.

Saloum’s Tenth Supplemental Disclosure Statement sets forth the following topics on

which he intends to question Ford if called to testify at trial: Ford is believed to be the former CEO of iAnthus Capital Holdings, Inc. He was named to the HCWC board of directors on or about March 28, 2019. It is further anticipated that he has relevant

information regarding iAnthus’ acquisitions of the management rights of HCWC, any transfer of such management rights from ECO, and the agreements executed in connection with these transactions. Ford is expected to testify regarding payments made by HCWC and/or iAnthus to Saloum pursuant to the JV [Consulting] Agreement. It is also anticipated that Ford will testify consistent with any deposition testimony he provides.

Ford, however, has no knowledge of these subjects. He served as iAnthus Capital’s

CEO from June 2013 to April 2020. As CEO, he oversaw a portfolio of more than a dozen companies that iAnthus acquired or otherwise affiliated with and sat on the board of most, if not all, of the acquired companies. Ford was not involved in the due diligence for the iAnthus/MPX transaction and relied on Randy Maslow and Julius Kalcevich to handle the company’s acquisitions. Ford has no recollection of Saloum, The Healing Center, or the Consulting Agreement. Moreover, Ford does not recall ever having communicated with ECO board member Elizabeth “Beth” Stavola, concerning Saloum or the Consulting Agreement. Approximately 16,000 documents were produced in the Arizona Action, none of which reflects any such communications. Additionally, iAnthus has provided Saloum access to the non-privileged portion of 96,000 internal iAnthus emails and documents from January 1, 2018, through December 31, 2021. These documents likewise do not reflect a single communication between Ford and Ms. Stavola regarding Saloum or the Consulting Agreement.

Ford petitions to quash the Ford Subpoena, or for a protective order thereon, pursuant to Code of Civil Procedure Section 2029.600(a), which provides that “[i]f a dispute arises relating to [discovery issued under the Interstate and International Depositions and Discovery Act], any request for a protective order or to enforce, quash, or modify a subpoena, or for other relief may be filed in the superior Court in the county in which discovery is to be conducted and, if so filed, shall comply with the applicable rules or statutes of this state.”

The Court is authorized under Code of Civil Procedure section 1987.1 to quash a non-party subpoena. See Civ. Proc. Code § 1987.1(a). A petition to quash is appropriate when the subpoena seeks unreasonable or oppressive demands or is unduly burdensome.

California Code of Civil Procedure section 2025.420, subdivision (a) provides that “[b]efore, during, or after a deposition,” any deponent, including a non-party, may petition for a protective order. Civ. Proc. Code § 2025.420(a). The Court may issue a protective order to protect a deponent from “unwarranted annoyance, embarrassment, or

oppression, or undue burden and expense.” Discovery is “unwarranted” where “the burden, expense, or intrusiveness . . . clearly outweighs the likelihood that the information sought will lead to the discovery of admissible evidence.” Emerson Elec. Co. v. Superior Ct., 16 Cal. 4th 1101, 1110 (1997). The Code of Civil Procedure provides Courts with a non-exhaustive list of remedies for a party seeking a protective order, including prohibiting the deposition from proceeding. Civ. Proc. Code § 2025.420(b)(1)-(15).

The apex doctrine.

California Courts have long recognized the apex doctrine. Addressing what was then “an

issue of first impression in California,” the California Supreme Court in Liberty Mutual borrowed from federal common law and held that California law likewise prohibits the head of a corporate entity from being deposed until the subpoenaing party has exhausted less intrusive methods of discovery. 10 Cal. App. 4th at 1284, 1289. This special rule recognizes the “tremendous potential for discovery abuse and harassment” posed by depositions of high-level corporate officers. The rule is designed to avoid such abuse by requiring parties to obtain, whenever possible, the information they need from lower-level employees of the corporation or through other means.

The apex doctrine serves as an aid in ensuring that the liberal rules of procedure for depositions are used only for their intended purpose and not as a litigation tactic to create undue leverage by harassing the opposition or inflating its discovery costs. Liberty Mutual prescribes the prerequisites for an apex deposition to proceed.

First, the noticing party must show “good cause that the [apex] official has unique or superior personal knowledge of discoverable information.” In the absence of such a showing, the trial Court “should issue the protective order and first require the Plaintiff to obtain the necessary discovery through less intrusive methods.” “Less intrusive methods” includes “interrogatories,” “deposition[s] of lower-level employees with appropriate knowledge and involvement in the subject matter of the litigation,” and “the organizational deposition of the corporation itself[.]”

Second, if, and only if, the above-referenced “avenues [are] exhausted, and the Plaintiff

make[s] a colorable showing of good cause that the high-level official possesses necessary

information to the case, the trial Court may then lift the protective order and allow the deposition to proceed.” Liberty Mut., 10 Cal. App. 4th at 1289.

Ford is an apex witness.

As the former CEO of iAnthus Capital, Mr. Ford qualifies as an apex witness—he was at

the very top of the organization. It makes no difference that he is no longer CEO or affiliated with iAnthus Capital. “Executives and high-ranking officials continue to be protected by the apex doctrine even after leaving office.” K.C.R. v. Count. of Los Angeles, No. CV 13-3806 PSG SSX,

2014 WL 3434257, at *3 (C.D. Cal. July 11, 2014) (denying motion to compel deposition of high-ranking government employee); see also Sargent v. City of Seattle, No. C12-1232 TSZ, 2013 WL 1898213, at *3 n.2 (W.D. Wash. May 7, 2013) (interests protected by apex doctrine “survive[ ] leaving office”); Gauthier v. Union Pac. R. Co., No. 1:07-CV-12 (TH/KFG), 2008 WL 2467016, at *4 (E.D. Tex. June 18, 2008) (quashing deposition of former CEO).

Saloum has not and cannot establish

that Ford has unique, first-

hand, non-repetitive knowledge of the facts.

Saloum has not shown that Ford has unique, non-repetitive knowledge of any facts related to the parties’ dispute—and it is clear he cannot do so.

First, Ford’s sworn declaration demonstrates that his deposition would be of no value to any party. He has no knowledge of the topics on which. Saloum seeks to question him and has little to no memory of any facts at issue in the Arizona Action. He was not involved in the due diligence for the iAnthus/MPX transaction; he has no recollection of Saloum, The Healing Center, or the Consulting Agreement; and does not recall communicating with Ms. Stavola about Saloum or the Consulting Agreement.

Second, the significant amount of discovery that the parties have already conducted lays

bare the futility of the proposed deposition of Ford. Discovery taken to date reveals that Ford’s testimony would be exceptionally unlikely to advance the Arizona Action and would only serve to burden Ford. More than 100,000 documents have been produced or otherwise made available for review in the Arizona Action. None of the documents show that Ford communicated with Ms. Stavola about Saloum or the Consulting Agreement, or that. Ford has special knowledge about any relevant facts that cannot be obtained from other witnesses.

In addition, Saloum has served and responded to voluminous written discovery, taken the depositions of iAnthus Capital’s corporate representative, Jason Miller; iAnthus Capital employees, Ryan Jasen and Pablo Zapata; and Ms. Stavola. Saloum cannot point to any remaining evidentiary gaps that Ford alone can fill. His testimony is utterly collateral, and in no world necessary, to the Arizona Action.

Third, several other deponents appear to be better situated to address the topics on which Saloum intends to question Ford. In his Tenth Supplemental Disclosure Statement, Saloum states that he anticipates iAnthus Arizona’s person most knowledgeable to testify about “iAnthus Arizona’s acquisitions of the management rights of [The Healing Center], any transfer of such management rights from ECO, … the agreements executed in connection with these transactions,” and “payments made by [The Healing Center] and/or iAnthus to Mr. Saloum pursuant to the JV Agreement.” These are the same topics that Saloum claims Ford will testify about. And Ford’s anticipated testimony is duplicative of several other witnesses, including Randy Maslow (former iAnthus Capital interim CEO, who handled company acquisitions during Mr. Ford’s tenure), Julius Kalcevich (former iAnthus Capital and iAnthus Arizona CFO), Todd Karnig (former iAnthus Arizona Vice President), David Schmidt (former iAnthus Arizona accountant), Robert Galvin (iAnthus Capital interim CEO and CEO of iAnthus Arizona), Nicholas Fozard (iAnthus Capital employee), and Ryan Jasen (iAnthus Capital employee).

Ford’s status as an unaffiliated non-party

weighs strongly in favor of granting

the Petition with prejudice.

Even outside the apex-witness context, California Courts disfavor burdening non-parties with discovery where the same information can be obtained via party discovery. See, e.g., Calcor, 53 Cal. App. 4th at 225 (“As between parties to litigation and non-parties, the burden of discovery should be placed on the latter only if the former do not possess the

material sought to be discovered.”); Monarch Healthcare Superior Ct., 78 Cal. App. 4th 1282, 1290 (2000) (“The distinction between parties and nonparties reflects the notion that, by engaging in litigation, the parties should be subject to the full panoply of discovery devices, while nonparty witnesses should be somewhat protected from the burdensome demands of litigation.” (cleaned up)).

Ford’s deposition would produce no useful testimony whatsoever, while substantially

burdening a non-party. The Court should therefore quash the Ford Subpoena, or enter a protective thereon, with prejudice.

Alternatively, Saloum’s deposition

of Ford should be conditioned on

his “colorable showing” of necessity.

At a minimum, the Court should quash the subpoena without prejudice, and/or issue a

protective order thereon, prohibiting the Ford deposition from proceeding until all less-intrusive discovery is completed, and Saloum makes the required “colorable showing” that Ford possesses unique and necessary information to the case. Saloum’s counsel has scheduled the depositions of Randy Maslow, who handled all the company’s acquisitions during Ford’s tenure, and Todd Karnig for September, and is trying to locate and depose Julius Kalcevich, Robert Galvin, and Nick Fozard. Under Liberty Mutual, Saloum must exhaust these less-intrusive forms of discovery first and seek to lift the protective order if—and only if—he can thereafter establish that Ford’s deposition is necessary.

Ford requests that this Court quash the subpoena, or issue a protective order thereon, prohibiting Ford’s deposition from proceeding, with prejudice. Alternatively, Ford requests that the Court quash the subpoena, or issue a protective order thereon, without prejudice to Saloum’s future deposition of Ford after exhausting all less-intrusive methods of discovery, conditioned upon Saloum’s “colorable showing” that Ford possesses necessary information regarding the Arizona Action.

Saloum’s Opposition

39 pages; summarized: Non-party Ford seeks the extraordinary remedy of blocking his deposition on the grounds that he is an “apex witness.” His request should be denied. Ford is not a current executive. He resigned from iAnthus in April 2020. He has no corporate duties to disrupt. And during his tenure, he was not only the CEO of iAnthus Capital Holdings, Inc., but also a Principal Officer/Board Member (“POBM”) of The Healing Center Wellness Center (“HCWC”) — the entity at the center of this dispute and the holder of the marijuana license originally obtained by Saloum.

At the relevant time, Saloum was also a POBM of HCWC, meaning Ford stood alongside

Saloum as a fellow officer and director of HCWC. In other words, Ford was never an “apex” with respect to HCWC.

Ford’s Petition also rests on conclusory assertions of “harassment,” “abuse,” and

“substantial burden,” but fails to identify any specific burden, cost, or prejudice. Courts

consistently reject such generalized claims. His supporting declaration is likewise deficient. And declarations disclaiming memory, like Ford’s, are not substitutes for testimony. Absent extraordinary circumstances (which Ford has not shown) it is very unusual for a Court to prohibit a deposition altogether. This is a contract dispute.

In 2013, Saloum obtained a marijuana license on behalf of HCWC. He later transferred control of the licensed business through a JV Agreement. As part of the agreement’s consideration, Saloum was entitled to receive 4% of HCWC’s gross annual sales.

In 2019, iAnthus (through HCWC) made the first payment ever owed to Saloum under the JV Agreement. By then, iAnthus obtained ownership and control over HCWC through a business combination with MPX Bioceutical Corporation (“MPX”) and had taken over HCWC’s dispensary operations. And prior to Saloum being paid under the JV Agreement, Ford assumed governance roles for HCWC and was appointed a POBM of the company.

For the next three years, HCWC paid Saloum 4% of the dispensary’s gross revenues. But

despite making those payments for three years, iAnthus later claimed that neither it nor HCWC was bound by the JV Agreement and thus owed Saloum nothing. This contradiction lies at the heart of this dispute. Saloum seeks to depose Ford because he served simultaneously as CEO of iAnthus and POBM of HCWC during this period.

Discovery in this case has been contentious and protracted. Multiple disputes have arisen

concerning the adequacy of iAnthus’s document production. To address those disputes, the Court appointed a forensic expert to conduct searches of iAnthus’s databases to ensure that responsive documents were properly identified and produced.

The scheduling of depositions has also been delayed. After repeated difficulties in securing witnesses, the Court ordered iAnthus to provide Saloum with the last known contact information for several former employees so that he could attempt to coordinate their depositions directly.

Despite these obstacles, progress has been made. Saloum has recently completed the depositions of Randy Maslow (who served as President and later Interim CEO of iAnthus, and POBM of HCWC), and Todd Karnig (who served as Senior Vice President of Arizona operations for iAnthus, including oversight over HCWC). These depositions confirmed key facts but also underscored the need to examine Ford, who uniquely straddled the roles as CEO of iAnthus and POBM of HCWC at the time the transaction closed and Saloum was paid. Before issuing the deposition subpoena, Saloum’s counsel attempted to informally coordinate Ford’s deposition to accommodate his schedule. Those efforts were

ultimately rejected.

California discovery law is liberal and favors broad access to information so long as it

appears reasonably calculated to lead to the discovery of admissible evidence.

The seminal California case on the apex doctrine is Liberty Mut. Ins. Co. v. Sup. Ct., 10 Cal. App. 4th 1282 (1992). There, an injured worker’s wife sued Liberty Mutual and sought to depose its president and CEO. The CEO moved for a protective order, arguing the request was solely for annoyance and harassment, and submitted a declaration stating he had no involvement in claim handling and no knowledge of the incident. The trial Court denied the motion, but the Court of Appeal reversed, holding: “[W]hen a Plaintiff seeks to depose a corporate president or other official at the highest level of corporate management, and that official moves for a protective order to prohibit the deposition, the trial Court should first determine whether the Plaintiff has shown good cause that the official has unique or superior personal knowledge of discoverable information.”

The Court’s holding was narrow. The deponent in Liberty Mutual was at the true apex of a large national corporation, the deposition was sought at the outset of discovery, and

uncontroverted evidence established he had no relevant knowledge. The rationale

behind the decision was to prevent litigants from needlessly diverting a sitting apex executive from his ongoing duties when he had nothing relevant to contribute. At the same time, the Court warned that its holding should not “frustrate a Plaintiff ’s ability to penetrate high levels of corporate management in a search for truth.”

Thus, Liberty Mutual stands for the limited proposition that a sitting apex executive with no knowledge may be shielded temporarily, but it does not create blanket immunity for executives who have personal involvement. The Liberty Mutual Court also recognized the limited California authority on the subject and expressly looked to federal case law for guidance, noting that “federal decisions have historically been considered persuasive absent contrary California law.” Liberty Mutual, 10 Cal. App. 4th at 1288.

Those federal authorities consistently emphasize that the apex doctrine is narrow and the

burden on the moving party is heavy. Courts applying these principles have consistently held that “absent extraordinary circumstances, it is very unusual for a Court to prohibit the taking of a deposition.” And a claimed lack of knowledge by the witness, standing alone, is insufficient to bar the deposition.

In short, Liberty Mutual provides no support for shielding Ford. That case concerned a

Ford has direct, first-hand knowledge of the facts at issue in the case. Ford contends that he was not involved in due diligence for the iAnthus/MPX transaction and has no recollection of Saloum, HCWC, or the JV Agreement. But Ford’s own documents and signatures place him at the center of the transaction, regulatory diligence, and HCWC governance. A limited sample produced by iAnthus in discovery shows his first-hand knowledge:

• Exhibit A: this is a letter from Ford to MPX’s Board. It is dated August 18, 2018, and is on Ford’s iAnthus letterhead. Ford references his “recent emails and conversations with MPX’s management” and sets a two-week plan for iAnthus’s “initial due diligence review of MPX.” Contrary to Ford’s Petition, that language is not second hand; it is Ford speaking to his own communications and his supervision of due diligence.

• Exhibit B: this is an email chain about due diligence items. The email is dated October 26, 2018, from Randy Maslow (then President of iAnthus) to Alex Wang of Gotham Green Partners, with Ford copied on all communications in the email chain. Maslow responds to Wang’s request for an update on the regulatory review explaining that “he covered with HF/JK over the last two days here in NYC.” HF stands for Hadley Ford’s initials. Maslow also references his planned meeting with Arizona counsel to review these issues, which he presumably discussed with Ford while in New York for two days. This reflects real-time, executive-level engagement by Ford on the regulatory and licensing posture of the deal, with specific reference to Arizona (which is where HCWC operates its dispensary).

• Exhibit C: this is an email chain that Maslow forwards to Ford. The email is dated April 25, 2019, and its subject states: “Arvin – Arizona.” In the email to Ford, Maslow flags “the 4% of the gross arbitration winner that was not disclosed to us before we closed.” Maslow’s email shows Ford was a first-order recipient of information about the 4% obligation central to this dispute.

• Exhibit D: this is a copy of HCWC’s Articles of Amendment filed with the Arizona Corporations Commission on April 1, 2019. These corporate filings show that Ford was added to HCWC’s ownership/governance. That status gave him fiduciary duties and access to HCWC financials and board-level decision-making.

• Exhibit E: this is a First Amendment to HCWC’s operating agreement. Ford signed the governing agreement, confirming his role as a decision-maker for HCWC. A signatory to the operating agreement necessarily has first-hand knowledge of governance structure, approvals, and authority relevant to payment decisions.

These examples are exactly the kind of documentary trail Courts look for when deciding

whether an executive likely possesses unique, percipient information. Because these documents are written by, sent to, or signed by Ford, they establish first-hand knowledge and a basis for further examination.

Ford is not an apex witness.

The policy behind the apex doctrine is narrow and well-defined: it is intended to protect

sitting executives who are removed from the underlying facts of a case from being burdened with unnecessary depositions sought only to harass or create leverage.

Here, that rationale does not apply to Ford. He resigned from iAnthus in April 2020 and

no longer has corporate responsibilities. As such, Ford is no longer an “apex” deponent of a

party for purposes of Liberty Mutual. Even if Ford were still employed, the doctrine still wouldn’t apply because he has direct, first-hand knowledge. But his status as a former executive means he has no ongoing duties to disrupt, and no risk of harassment in the sense contemplated under Liberty Mutual. The Petition offers only conclusory claims about “harassment” and “abuse,” yet points to no real burden on Ford, much less the kind of undue interference with corporate management that animated Liberty Mutual.

In short, the apex doctrine insulates current executives with no connection to the facts. It

does not create a lifetime shield for former executives, especially where, like Ford, they were directly involved. His deposition should proceed.

Ford’s role with HCWC places him

outside the apex doctrine altogether.

Ford’s Petition also overlooks his position at HCWC. He was not an apex official but

served as a POBM (principal officer and board member) of HCWC when it was a non-profit limited liability company. At the same time, Saloum was also a POBM of HCWC. Thus, Ford wasn’t “above” Saloum in any hierarchy; instead, they served as co-directors and fellow officers. The apex doctrine aims to protect high-ranking executives from harassment when they don’t have unique information. It doesn’t apply to co-directors of the entity in question. And Ford’s role at HCWC excludes him from the apex doctrine.

Even if the apex doctrine applied, Saloum has

already exhausted less-intrusive means of discovery.

The apex doctrine was never intended to serve as a blanket shield for former executives.

The doctrine is meant to prevent litigants from “leap-frogging” to the apex of the corporate

hierarchy in the first instance, without the intermediate steps of seeking discovery from lower level employees more involved in everyday corporate operations.” Liberty Mutual, 10 Cal. App. 4th at 1287.

Here, those intermediate steps have already been taken. Saloum has pursued discovery for years, including both written and deposition discovery. He has deposed: Randy Maslow, former President and interim CEO of iAnthus and POBM of HCWC; Elizabeth Stavola, former Chief Strategy Officer of iAnthus and POBM of HCWC; Todd Karnig, former Senior Vice President of Arizona operations who oversaw HCWC; several other iAnthus employees; as well as securing organizational testimony under Arizona’s Rule 30(b)(6). Furthermore, the presiding Court has often intervened to address discovery issues.

These steps underscore that Saloum has not rushed to depose Ford but has systematically pursued all preliminary, less-intrusive discovery methods first. The findings from Saloum’s discovery efforts only emphasize the significance of Ford’s testimony. Thus, even if the apex doctrine applied, the purpose of the doctrine has been fully satisfied: Saloum pursued and completed less-intrusive discovery, and that discovery confirmed Ford’s direct involvement. Under these circumstances, Ford’s deposition is not premature or harassing. It is both necessary and proportional.

Ford’s Petition and supporting declaration

are conclusory and contradicted by the record.

Ford’s Petition asserts in broad strokes that sitting for a deposition would expose him to

tremendous potential for discovery abuse, harassment, and substantial burden. But he offers no concrete facts about what burden a single, remote deposition would actually impose. This is not enough. And contrary to Ford’s claimed lack of knowledge, documentary evidence submitted by Saloum suggests that Ford has at least some knowledge of the issues here. These are not the records of a detached executive. They show Ford’s personal engagement in due diligence, licensing, and governance decisions at the center of this case. A declaration that attempts to preemptively deny knowledge cannot shield a witness from examination. The appropriate forum to test the accuracy of those denials is in deposition, not a Petition to Quash.

Here, Ford identifies no undue burden, no concrete expense, and no extraordinary

circumstance. His only support is a conclusory Petition and a declaration that denies recollection.

That is precisely the type of showing Courts have deemed inadequate. Because Ford has not met his burden, his Petition should be denied.

Ford is a former executive with unique, first-hand knowledge. With respect to iAnthus, he oversaw the MPX transaction as CEO and the first payments made to Saloum. With respect to HCWC, he was a co-principal officer and board member alongside Saloum, and thus never an apex witness at all. Ford’s Petition rests on conclusory allegations and a self-serving declaration disclaiming knowledge that Courts have consistently rejected. For these reasons, Saloum requests that the Court deny the Petition to Quash or for Protective Order and compel Ford’s deposition on a mutually agreeable date within 30 days of the Court’s order.

The Reply

Filed 10/8/25; 14 pages: summarized: In his Petition and accompanying declaration, Ford explained that requiring him to sit for a deposition in the “Arizona Action” would be a “waste of time and resources.” Subpoenaing party Saloum fails to identify a shred of evidence to the contrary. Saloum’s arguments in the Opposition fail, for six reasons:

First, Saloum entirely mischaracterizes the apex doctrine. It is not an “extraordinary” remedy. Rather, it is routinely applied in cases like this one, to prohibit parties from harassing high-ranking executives who lack unique and substantive knowledge of the issues at hand with invasive, day-long depositions.

Second, Saloum has not, and cannot, establish that Ford has unique, non-repetitive knowledge of the facts underlying the Arizona Action, as required to support an apex deposition under Liberty Mutual Insurance v. Superior Court, 10 Cal. App. 4th 1282 (1992), and its progeny. Despite years of discovery, eight depositions, and the production of more than 100,000 documents, Saloum points to a mere five documents as ostensible support for his argument that Ford’s deposition is necessary. If anything, the Opposition Exhibits make clear just how removed Ford was from the events at issue in the Arizona Action. They certainly do not establish that Ford has specific knowledge of the facts underlying the Arizona Action, nor that he has any non-repetitive knowledge needed to fill in evidentiary gaps left unexplained by other witnesses or documents.

Third, it makes no difference that Ford is a former, rather than the present, CEO of

iAnthus, or that he was also a principal officer and board member (“POBM”) of the Healing Center Wellness Center, Inc. (“HCWC”). The law is clear that former high-ranking executives like Ford are entitled to the same legal protections afforded under the apex doctrine.

Fourth, Ford’s status as a non-party to the Arizona Action who has not worked for

iAnthus for five years weighs in favor of granting the Petition. California law disfavors burdening non-parties with discovery where, as here, party witnesses would provide the same or superior testimony.

Fifth, while Saloum notes that several depositions have taken place, he fails to cite a

single snippet of deposition testimony that suggests Ford has unique knowledge unavailable to other witnesses. Thus, at the very least, the Court should grant a protective order forbidding Ford’s deposition unless and until such discovery has been exhausted, and Saloum makes the requisite colorable showing of good cause demonstrating that Ford’s testimony is uniquely necessary.

Finally, despite having an entire month to prepare his Opposition, Saloum filed and

served his Opposition a full day after the statutory deadline. Saloum’s dilatory filing was a meaningful violation of the Code, and prejudiced Ford, who was afforded only five days to prepare and file his reply brief.

Ford requests that this Court quash the subpoena or issue a protective order thereon, prohibiting Ford’s deposition from proceeding, with prejudice. Alternatively, Ford requests that the Court quash the subpoena or issue a protective order thereon, without prejudice to Saloum’s future deposition of Ford after exhausting all less-intrusive methods of discovery, if and only if Saloum makes a “colorable showing” that Ford has uniquely instrumental information.

The Courts routinely apply the apex doctrine to prohibit depositions

of high-level corporate executives like Ford.

The Opposition proposes a cramped construction and application of the apex doctrine,

which cannot be reconciled with controlling law. As an initial matter, the “burden” on apex

motion is not on the “moving party” but on the subpoenaing party - Saloum. See Liberty Mutual, 10 Cal. App. 4th at 1289 (holding that the noticing party must show “good cause that the [apex] official has unique or superior” information).

Nor is the apex doctrine excessively “narrow” or applied in only “extraordinary circumstances.” Instead, “[v]irtually every Court that has addressed deposition notices directed at an official at the highest level or ‘apex’ of corporate management has observed that such discovery creates a tremendous potential for abuse or harassment.” Groupion, LLC v. Groupon, Inc., No. 11-0870 MEJ, 2012 WL 359699, at *2 (N.D. Cal. Feb. 2, 2012) (emphasis added). California state and federal Courts, and Courts across the country, routinely apply the apex doctrine to prevent depositions aimed at harassing and abusing high-level corporate executives.

The cases Saloum cites are inapposite. In each, the noticing party demonstrated that

the apex witness possessed unique and necessary information that would be lost without the

executive’s deposition. For instance, in WebSideStory, Inc. v. NetRatings, Inc., No. 06cv408

WQH(AJB), 2007 WL 1120567, (S.D. Cal. Apr. 6, 2007) the Defendant sought to depose WebSideStory’s former CEO and current board member in a patent infringement matter. Defendant NetRatings successfully opposed a motion to quash by producing emails showing on their face that the witness had unique personal knowledge central to the key issues in the case: (a) the witness claimed that Netratings infringed WebSideStory’s patent; and (b) the witness had information relevant to damages.

The other authorities cited by Mr. Saloum are similarly inapt, and shed no light on present circumstances, in which the proposed deponent plainly lacks substantive (let alone unique and non-repetitive) knowledge necessary to Saloum’s pending action.

Saloum has not established that Ford

possesses superior, unique, and non-repetitive knowledge of the facts.

Saloum contends that Ford has direct, first-hand knowledge of the facts at issue in

the Case. Yet the Opposition fails to provide any support for that assertion. This is

fatal. See Liberty Mutual, 10 Cal. App. 4th at 1289 (the noticing party must show “good cause that the [apex] official has unique or superior personal knowledge of discoverable information”.

In support of the Petition, Ford and his counsel submitted declarations demonstrating that his deposition would be of no value to any party. Ford lacks knowledge of the topics on which Saloum seeks to question him, and has little to no memory of any facts at issue in the Arizona Action. He was not involved in the due diligence for the iAnthus/MPX transaction; he has no recollection of Saloum, The Healing Center, or the Consulting Agreement; and does not recall communicating with MPX’s managing member about Mr. Saloum or the Consulting Agreement. Further, more than 100,000 documents have been produced or otherwise made available for review in the Arizona Action, yet none shows that Ford communicated with MPX’s managing member about Saloum or the Consulting Agreement, or that Ford has special knowledge about any relevant facts that cannot be obtained from other witnesses.

Saloum counters this mountain of evidence (or lack thereof) with five documents.

Those Opposition Exhibits make clear that Ford lacks unique, superior knowledge about the Arizona Action:

• Exhibit A: Exhibit A is a letter from Ford to MPX’s Board, sent before the letter of intent regarding iAnthus’s acquisition of MPX was signed. It is a preliminary stage letter setting the iAnthus-MPX deal in motion, and proposing a timeline for the deal’s due diligence—the type of correspondence CEOs routinely draft. The letter does not show that Ford was in charge of due diligence or would take any part in it (he was not, and he did not).

• Exhibits B & C: These are emails about the Arizona Action on which Ford is copied or a forward recipient. He did not respond to either email. See Liberty Mutual, 10 Cal. App. 4th at 1287 (unique knowledge for apex deposition purposes not established where executive merely “copied” on a “few pieces of correspondence” about the case). The emails show only that Ford was high-level executive kept in the loop about certain goings-on by Mr. Maslow, who handled all of iAnthus’s acquisitions during Ford’s tenure. Since Mr. Maslow has already been deposed, Saloum presumably would be aware of any gaps in Mr. Maslow’s testimony about the regulatory and licensing posture of the MPX deal that can only be filled by Ford. But the Opposition does not cite, attach, or identify any such missing pieces identified by Mr. Maslow—or, indeed, any aspect of Mr. Maslow’s testimony. The logical conclusion is that no such evidentiary gaps exist.

• Exhibits D & E: These documents do not show that Ford has any unique, non-

repetitive knowledge of the Arizona Action. They are routine corporate records—

HCWC’s Articles of Amendment and First Amendment to its Operating Agreement.

They show nothing other than what the parties have known since the outset of the Arizona Action: that Ford was a corporate director of HCWC. Surely, that fact alone does not give him “unique or superior personal knowledge of discoverable information.” Liberty Mutual, 10 Cal. App. 4th at 1289.

Additionally, and contrary to Saloum’s assertion, Ford’s declaration suffices to establish that he does not have superior, unique, or non-repetitive knowledge of the facts.

First, the declaration is akin to the CEO’s declaration in Liberty Mutual and other cases where an apex witness disclaims involvement in, or knowledge of, the underlying facts of the case.

Second, Saloum does nothing to contradict Ford’s declaration. He does not submit a declaration or testimony of his own that identifies Ford as a key witness for certain facts or events. And despite the multiple depositions that have taken place in the Arizona Action, Saloum does not include any deposition testimony to buttress his position, nor point to a single document that demonstrates Ford possesses unique, necessary knowledge.

Ford is an apex witness.

Without citing any legal authority, the Opposition boldly asserts that “Ford is not an apex witness” because the “policy behind the apex doctrine” is intended “to protect sitting executives” only. That is not the law. Tellingly, the Opposition does not even purport to

distinguish the case-law cited in the Petition, which makes clear that executives and

high-ranking officials continue to be protected by the apex doctrine even after leaving office.

Former “high-ranking” officials, “whose past official conduct may potentially implicate them in a significant number of related legal actions, have a legitimate interest in avoiding unnecessary entanglements in civil litigation,” and “[t]hat interest survives leaving office.”

Nor does the fact that Ford also served as a POBM of HCWC somehow deprive him

of apex status. Ford explained in his declaration that he held iAnthus’s seat on HCWC’s Board—as CEO of iAnthus, he sat on the board of all of iAnthus’s acquired entities—as is typical of a high-ranking CEO who oversees the company’s investments. If anything, Ford’s role on HCWC’s Board underscores the applicability of the apex doctrine’s protections against harassment of a high-ranking officer merely on the basis of his position.

Indeed, if the law were to “downgrade” every activist investment portfolio manager simply because she sits on the boards of the companies in which her firm invests, some of the world’s highest-ranking and most well-known apex officials would be required to sit for innumerable depositions regarding disputes in which they had no substantive involvement whatsoever.

Further, members of HCWC’s board like Ford are apex witnesses. The Opposition

cites no law for the proposition that a POBM may not be considered an apex witness, and we have found no such authority. To the contrary, Courts have repeatedly held that members of a company’s board of directors are apex witnesses.

Finally, that Saloum was also a POBM of HCWC is irrelevant to this Court’s determination. Whether an officer is an “apex” witness does not depend solely on the

number of employees she was “above,” or whether the high-ranking corporate executive was “above” the Plaintiff in the corporate hierarchy.

The question is whether the subpoena recipient was a high-level corporate officer—and Ford undoubtedly was. See Liberty Mutual, 10 Cal. App. 4th at 1289.

Ford’s status as a non-party

who is not presently affiliated with any party

further weighs in favor of quashing the subpoena.

Ford’s status as an unaffiliated non-party is another factor weighing strongly in favor

of granting the Petition with prejudice. This is because—even outside the apex witness context—California Courts disfavor burdening non-parties with discovery where the same information can be obtained via party discovery.

Saloum argues that the Court should disregard this argument because Ford is too unspecific about the burdens the deposition will impose. But the burden is self-evident. If the Petition is denied, Ford will be forced to sit for a deposition on matters of which he has no recollection, regarding information that Saloum may obtain—more readily—from other witnesses. Under these circumstances, Ford’s deposition is entirely inappropriate.

Saloum’s deposition of Ford should be

conditioned on his “colorable showing” of necessity.

Liberty Mutual requires the proponent of an apex deposition to exhaust less intrusive

discovery before taking the deposition of an apex witness; the apex deposition is only warranted if all “avenues [are] exhausted, and the Plaintiff make[s] a colorable showing of good cause that the high-level official possesses necessary information to the case.” 10 Cal. App. 4th at 1289.

Saloum bears the burden of making this colorable showing. Saloum has not met his burden. The Opposition does not identify a shred of evidence showing that relevant undiscovered information resides uniquely in Ford’s possession. This dooms the Opposition, and demonstrates that, at the very least, a protective order should issue

until Saloum makes a colorable showing to this Court that all less-intrusive means of

discovery have been exhausted, and Ford’s testimony is uniquely necessary.

The Opposition was served and filed untimely.

Under Code of Civil Procedure, Section 1005, opposition papers must be filed with the

Court and served on all parties at least nine Court days before the hearing date. Nine Court days before the October 15, 2025, hearing is October 2, 2025. Saloum’s Opposition, however, was filed on October 3, 2025—one day late. Saloum’s tardiness deprived Ford of an entire day (of the already-truncated six day period to which he was entitled) to prepare his reply. Saloum’s counsel is barred in California and has no excuse for such a clear violation of this jurisdiction’s rules—particularly as he had an entire month to draft and file his Opposition (since Mr. Ford filed the Petition on September 2, 2025). The Court may refuse to consider the Opposition on this basis alone. See, e.g., Mackey v. Bd. of Trs. of Cal. State Univ., 31 Cal. App. 5th 640, 657 (2019)

The Court’s Conclusions

This case has already been in the discovery phase a long time. California discovery law is liberal and favors broad access to information so long as it appears reasonably calculated to lead to the discovery of admissible evidence. Discovery should be liberally available in most cases including this one. Ford’s deposition is reasonably calculated to lead to the discovery of admissible evidence. When the lawyers and the clients can be assured that all reasonable discovery has been accomplished it facilitates settlements and if no settlement shortens trials.

The Court has weighed and rejected Ford’s proposal that the Court quash the subpoena, or issue a protective order thereon, without prejudice to Saloum’s future deposition of Ford after exhausting all less-intrusive methods of discovery, conditioned upon Saloum’s “colorable showing” that Ford possesses necessary information regarding the Arizona Action. That accomplishes nothing but promises that the matter will be brought back to the Court with no real progress having been made. The Court will be right back to where it is now. In this Court’s view it is a waste of judicial time and resources to accept that invitation.

Ford’s argument that the Court should deny any request for consideration because the Opposition was served and filed untimely is rejected. All the documents have been solid, thorough, complete, readable, understood, read and considered. If Ford wanted more time, he could have asked for it and the Court would have granted it. The Court will not accept Ford’s invitation to reject the issue presented based upon Saloum’s tardiness.

Liberty Mutual provides no support for shielding Ford. That case concerned a

current CEO with no knowledge, at the outset of discovery. Ford is a former executive whose own correspondence and governance documents show direct involvement, and whose deposition is sought only after extensive discovery has already been completed. The apex doctrine does not apply here. Ford has direct, first-hand knowledge of the facts at issue in the case. Ford contends that he was not involved in due diligence for the iAnthus/MPX transaction and has no recollection of Saloum, HCWC, or the JV Agreement. But Ford’s own documents and signatures place him at the center of the transaction, regulatory diligence, and HCWC governance.

The Court has weighed and considered all of Ford’s arguments and options. There are extremely well presented. Ford requests that this Court quash the subpoena, or issue a protective order thereon, prohibiting Ford’s deposition from proceeding, with prejudice, or alternatively, that the Court quash the subpoena, or issue a protective order thereon, without prejudice to Saloum’s future deposition of Ford after exhausting all less-intrusive methods of discovery, conditioned upon Saloum’s “colorable showing” that Ford possesses necessary information regarding the Arizona Action. But none of those options are acceptable to this Court. The time has come for the deposition to be taken.

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