Contract analysis

From: Francesca Morano <fmorano@calderwoodharkness.com> To: "Thomas R. Greenfield" <tgreenfield@greenfieldag.com> Cc: Caleb Jennings <cjennings@greenfieldag.com> Date: Mon, 09 May 2022 16:42:00 -0500 Subject: Greenfield Agricultural Partners LLC v. Prairie Basin Grain Co. et al. — Complaint Filed (Case No. 2022-L-004831)

I am writing to advise you that Calderwood & Harkness LLP filed the Complaint on behalf of Greenfield Agricultural Partners LLC ("GAP") this afternoon in the Circuit Court of Cook County, Illinois, County Department, Law Division. The case has been assigned Case No. 2022-L-004831. Attached for your review are courtesy copies of (1) the filed Complaint, (2) the Summons issued for Prairie Basin Grain Co., and (3) the S

The Complaint is a four-count verified complaint filed against two defendants — Prairie Basin Grain Co. ("PBGC") and Darren K. Musgrave, individually — and alleges the following claims:

- **Count I — Breach of Contract (Off-Take Agreement) against PBGC.** This count seeks recovery of $4,870,050.00 in unpaid principal under the Master Grain Purchase and Off-Take Agreement dated March 15, 2019 (the "Agreement"), together with accrued interest at the contractual rate of 1.5% per month (18% per annum) pursuant to Section 7.3 of the Agreement, as well as attorneys' fees and costs recoverable under the pr

- **Count II — Breach of Personal Guaranty against Darren K. Musgrave.** This count seeks recovery against Mr. Musgrave under the limited personal guaranty executed as Exhibit D to the Agreement, which is capped at $2,000,000.

- **Count III — Account Stated against PBGC.** This alternative claim is based on PBGC's acknowledgment of the amounts owed, including Mr. Musgrave's February 3, 2022 email in which he expressly acknowledged the outstanding debt.

- **Count IV — Unjust Enrichment (alternative) against PBGC.** This claim is pled in the alternative in the event the Off-Take Agreement is found unenforceable for any reason.

The total amount sought at the time of filing is approximately **$5,216,042**, comprising $4,870,050.00 in unpaid principal plus approximately $345,992 in accrued interest through the filing date. Interest continues to accrue at the contractual rate. The Complaint also seeks recovery of attorneys' fees and costs.

The claims arise from five unpaid invoices issued by GAP to PBGC under the Agreement:

| Invoice No. | Date | Commodity | Amount | |---|---|---|---| | GAP-2021-3187 | September 28, 2021 | 150,000 bushels #2 Yellow Corn | $892,500.00 | | GAP-2021-3244 | October 15, 2021 | 75,000 bushels #1 Yellow Soybeans | $936,750.00 | | GAP-2021-3301 | November 12, 2021 | 200,000 bushels #2 Yellow Corn | $1,224,000.00 | | GAP-2021-3358 | December 8, 2021 | 120,000 bushels #2 Yellow Corn | $741,600.00 | | GAP-2022-004

As you will recall, the pre-suit demand period of 15 business days — triggered by our April 11, 2022 demand letter — expired on May 2, 2022 without any payment or substantive response from either PBGC or Mr. Musgrave.

The Summonses must now be served on both defendants. We plan to proceed as follows:

- **PBGC** will be served through its Illinois registered agent, Ridgeline Corporate Services LLC, located at 77 West Washington Street, Suite 1420, Chicago, IL 60602. - **Darren K. Musgrave** will be served personally at his residence at 1188 Windermere Lane, Champaign, IL 61822.

We have engaged a process server and expect service on both defendants to be completed within the next two weeks. Under Illinois law, each defendant will have 30 days after service to file a responsive pleading (either an answer or a motion directed at the Complaint).

Venue in Cook County is proper under the dispute resolution clause in Section 14.2 of the Agreement, which provides for exclusive jurisdiction in the courts of Cook County, Illinois, or the United States District Court for the Northern District of Illinois.

As a reminder, the litigation hold notice that we issued on March 28, 2022 remains in full effect. We ask that GAP continue to preserve all relevant documents and electronically stored information in accordance with that notice. If you or Caleb have any questions about the scope of the hold, please do not hesitate to reach out.

We will provide you with prompt updates as service is completed and as the defendants respond. In the meantime, please feel free to contact me or Hannah Brinkley with any questions about the Complaint or the next stages of the litigation.

**Francesca Morano** Partner Calderwood & Harkness LLP 225 West Wacker Drive, Suite 4000 Chicago, IL 60606 T: (312) 555-7100 E: fmorano@calderwoodharkness.com

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