Contract analysis

I. Purpose and Summary The purpose of this memorandum is to set forth a comprehensive discovery plan for the above-referenced litigation following two significant procedural developments: (1) the August 22, 2022 ruling by the Honorable Patricia Delacroix granting Greenfield Agricultural Partners LLC's ("GAP") Motion to Strike the force majeure and commercial impracticability affirmative defenses asserted by Prairie B

II. Current Procedural Posture A. Pleadings Status GAP filed its Verified Complaint on May 9, 2022, asserting four counts arising from PBGC's failure to pay for grain delivered under the Off-Take Agreement: Count I — Breach of Contract (Off-Take Agreement) against PBGC. GAP alleges that PBGC breached Sections 4.1 and 7.1 of the Off-Take Agreement by failing to pay for grain duly delivered and accepted at PBGC's eleva

III. Discovery Objectives A. Objective 1: Establish the Debt and Eliminate Remaining Defenses The first and most fundamental objective of our discovery plan is to confirm, through binding admissions and documentary evidence, the core elements of GAP's breach of contract claim: the existence of the Off-Take Agreement, GAP's performance (delivery and acceptance of grain), PBGC's breach (non-payment), and the amount of

IV. Discovery Plan — Specific Vehicles A. Written discovery Already Served

1. Plaintiff's First Set of Interrogatories to PBGC (served September 30, 2022). The First Set of Interrogatories contains twenty-five interrogatories (the maximum permitted under Cook County Local Rule 206(a) without leave of court) directed at PBGC. The key interrogatories are organized around the following subject areas: Financial Condition and Assets (Interrogatories 1–8): These interrogatories require PBGC to id

2. Plaintiff's First Request for Production of Documents to PBGC (served September 30, 2022). The First Request for Production contains thirty-two document requests organized into the following categories: Category A — Contract Documents (Requests 1–5): The Off-Take Agreement and all exhibits, schedules, amendments, and modifications; all correspondence and communications between GAP and PBGC relating to the Off-Take

3. Plaintiff's Requests for Admission to PBGC (served October 14, 2022). As discussed in Section III.D above, the Requests for Admission contain twenty-two individually numbered requests targeting the core elements of each claim. The key admissions sought are: (a) Authenticity and due execution of the Off-Take Agreement by Darren K. Musgrave on behalf of PBGC (Requests Nos. 1–3). (b) Authenticity and due execution of

1. Interrogatories and Document Requests Directed to Darren K. Musgrave Individually. We recommend serving a separate set of interrogatories and document requests on Musgrave in his individual capacity as a co-defendant and the obligor under the Personal Guaranty. This discovery should focus on the following areas: Personal Financial Condition and Assets: Musgrave should be required to identify all personal bank and

2. Subpoenas to Third Parties. We recommend issuing subpoenas duces tecum to three third parties whose records are critical to assessing PBGC's financial condition and enforcement prospects: Heartland Prairie Bank, N.A. (300 East Main Street, Decatur, IL 62521). We should subpoena the following from HPB: all loan agreements, promissory notes, security agreements, guarantees, and related documents evidencing the PBGC

3. Depositions. We anticipate taking the following depositions during the fact discovery period: Darren K. Musgrave — President, sole director, and 72% shareholder of PBGC, and the individual guarantor under the Musgrave Guaranty. Musgrave is the single most important witness in this litigation and his deposition should be comprehensive. Key topics include: his role in negotiating and executing the Off-Take Agreement

V. Defense Counsel Status and Implications An important tactical consideration that warrants ongoing attention is the status of defense counsel. Bartlett, Reyes Linley CPAs LLP & Harkin LLP (Douglas M. Harkin, lead partner; Nadia C. Petrov, associate) is currently counsel of record for both PBGC and Musgrave as of the date of this memorandum. However, given the indications of PBGC's severe financial distress — includ

VI. Summary Judgment Preparation Timeline The discovery plan is designed to build toward a motion for summary judgment that can be filed well in advance of the July 28, 2023 dispositive motions deadline. The following is a preliminary timeline for summary judgment preparation: Phase 1: Receipt and Analysis of discovery Responses (October–November 2022). Following receipt of PBGC's responses to our First Set of Interr

VII. Budget and Staffing Considerations The following staffing assignments and budget considerations apply to the discovery phase and summary judgment preparation: Staffing. Hannah Brinkley and Patrick Gallagher will handle the bulk of day-to-day discovery work, including reviewing and analyzing discovery responses, preparing follow-up discovery, drafting subpoenas, and preparing deposition outlines. Francesca Morano

VIII. Recommended Next Steps Based on the foregoing analysis, I recommend the following action items, in approximate chronological order:

1. Monitor Response Deadlines. Calendar and monitor PBGC's deadlines to respond to the First Set of Interrogatories and First Request for Production (on or about October 28, 2022) and the Requests for Admission (November 11, 2022). Assign Diane K. Velasquez to confirm that all deadlines are properly calendared in the firm's docketing system and to send reminder alerts at 14 days and 7 days prior to each deadline.

2. Prepare Follow-Up discovery. Following receipt and review of PBGC's discovery responses, prepare deficiency letters identifying any incomplete, evasive, or otherwise insufficient responses. If deficiencies are not cured within a reasonable time (14 days), prepare and file a motion to compel under Illinois Supreme Court Rule 219, seeking an order compelling complete responses and, if warranted, sanctions for discov

3. Prepare and Serve discovery to Musgrave. Prepare and serve Plaintiff's First Set of Interrogatories and First Request for Production of Documents directed to Darren K. Musgrave individually, focusing on personal financial condit