Contract analysis

I. Purpose of Memorandum The purpose of this memorandum is to recommend that Greenfield Agricultural Partners LLC ("GAP") voluntarily dismiss the collection action currently pending in the Circuit Court of Cook County, Illinois, Case No. 2022-L-004831 (the "Cook County Action"), without prejudice, pursuant to Section 2-1009 of the Illinois Code of Civil Procedure, 735 ILCS 5/2-1009. This recommendation is prompted by

II. Background and Procedural History A. The Collection Action On May 9, 2022, C&H filed a four-count Verified Complaint on behalf of GAP in the Circuit Court of Cook County, Illinois, County Department, Law Division, initiating the action styled Greenfield Agricultural Partners LLC v. Prairie Basin Grain Co. et al., Case No. 2022-L-004831. The Complaint named two defendants: (1) Prairie Basin Grain Co. ("PBGC"), an

III. Preservation of GAP's Claims in the Receivership Notwithstanding the recommendation to dismiss the Cook County Action, GAP's claims against PBGC have been independently preserved through the Sangamon County receivership proceeding. C&H has taken the following steps to ensure that GAP's interests are protected. A. Letter to Receiver's Counsel On January 10, 2023, C&H transmitted a formal letter to Joanna M. Lockr

IV. Legal Analysis — Voluntary Dismissal Without Prejudice A. Effect of the Automatic Stay The Receivership Order entered by the Circuit Court of Sangamon County on December 12, 2022, includes a broad automatic stay provision that enjoins all persons and entities from commencing or continuing any action, suit, arbitration, or other legal proceeding against PBGC or its assets during the pendency of the receivership, a

Section 2-1009 of the Illinois Code of Civil Procedure, 735 ILCS 5/2-1009, provides in relevant part: "The plaintiff may, at any time before trial or hearing begins, upon notice to each party who has appeared or such party's attorney, and upon payment of costs, dismiss his or her action or any part thereof as to any defendant, without prejudice . . . ." Under this provision, a plaintiff's right to voluntary dismissal

1. A dismissal without prejudice under 735 ILCS 5/2-1009 expressly does not constitute an adjudication on the merits. It carries no preclusive effect under the doctrines of res judicata or collateral estoppel.

2. GAP may refile the Cook County Action or commence a new action asserting the same claims at any time within the applicable limitations period. Given the ten-year limitations period for written contract claims under 735 ILCS 5/13-206, GAP's ability to refile is preserved through at least 2031–2032.

3. GAP may elect to refile if any of the following circumstances arise: (i) the receivership concludes without full satisfaction of GAP's claim; (ii) the automatic stay is lifted by the Sangamon County Court; or (iii) GAP determines that it is strategically advantageous to pursue separate litigation against either PBGC or Mr. Musgrave.

4. GAP's Proof of Claim filed January 30, 2023, in the Sangamon County Receivership Proceeding independently preserves all of GAP's claims against PBGC. The receivership claim is separate from and unaffected by the disposition of the Cook County Action.

5. GAP should continue to actively monitor the receivership proceedings and participate as a creditor, including by attending creditor meetings, reviewing any proposed distribution plan, and objecting to any proposed actions by the Receiver that may adversely affect GAP's interests.

V. Recommendation Based on the foregoing analysis, Calderwood & Harkness LLP recommends that GAP authorize the filing of a Notice of Voluntary Dismissal Without Prejudice as to all counts (Counts I through IV) and all defendants (Prairie Basin Grain Co. and Darren K. Musgrave) in Case No. 2022-L-004831, Circuit Court of Cook County, Illinois, pursuant to 735 ILCS 5/2-1009. The rationale for this recommendation is sum

1. The automatic stay prevents further prosecution. The automatic stay arising from the Receivership Order entered December 12, 2022, in the Sangamon County Receivership Proceeding (Case No. 2022-CH-001247) prevents GAP from further prosecuting the Cook County Action against PBGC. The action cannot move forward as to PBGC for the duration of the receivership.

2. GAP's claims are preserved in the receivership. GAP's claims against PBGC have been fully preserved through the Proof of Claim filed on January 30, 2023, in the Sangamon County Receivership Proceeding. The total asserted claim of approximately $5,664,428.85 is on record before the Receiver and the Sangamon County Court.

3. Dismissal without prejudice preserves the right to refile. A voluntary dismissal without prejudice under 735 ILCS 5/2-1009 does not constitute an adjudication on the merits and does not bar GAP from refiling the same claims in the future. GAP retains the option to refile if the receivership concludes without full satisfaction of its claim or if the stay is lifted.

4. Eliminating unnecessary costs. Maintaining the Cook County Action on the docket during the pendency of the stay generates unnecessary administrative costs — including periodic status hearing appearances, docket monitoring, and potential motions — with no corresponding benefit to GAP.

5. The Musgrave Guaranty claim is preserved. The without-prejudice dismissal of Count II preserves GAP's right to pursue the Musgrave Guaranty claim (up to $2,000,000) independently against Mr. Musgrave at a later date, if warranted by his personal financial circumstances and GAP's recovery (or lack thereof) in the receivership.

6. Ample time remains under the statute of limitations. The ten-year statute of limitations for breach of written contract claims under Illinois law (735 ILCS 5/13-206) provides GAP with a substantial window to refile if necessary, with the earliest limitations period not expiring until approximately 2031.

VI. Next Steps Upon receipt of GAP's authorization, C&H proposes to take the following actions:

1. File Notice of Voluntary Dismissal. C&H will prepare and file a Notice of Voluntary Dismissal Without Prejudice, together with a proposed Order of Dismissal, for entry by the Honorable Patricia Delacroix in Case No. 2022-L-004831. Service of the Notice will be made on PBGC (at its registered office), on Mr. Musgrave (at his last known address), on the Receiver (Gareth J. Whitmore, Whitmore Strauss Advisory LLC), a

2. Monitor the Receivership Proceeding. C&H will continue to monitor the Sangamon County Receivership Proceeding (Case No. 2022-CH-001247) on behalf of GAP. This includes reviewing all filings, attending creditor meetings and hearings as appropriate, and ensuring that GAP's Proof of Claim is properly processed by the Receiver.

3. Advise on Distributions and Developments. C&H will advise GAP regarding any distributions to creditors, any proposed plan of liquidation or reorganization submitted by the Receiver, and any developments in the separate coverage litigation between PBGC and Triton Mutual Insurance Co. that may affect recovery prospects for the receivership estate and its creditors.

4. Evaluate the Musgrave Guaranty Claim. As additional information becomes available through the receivership process — including any asset disclosures, examinations, or other investigative actions undertaken by the Receiver — C&H will evaluate whether it is appropriate and cost-effective for GAP to pursue the Musgrave Guaranty claim independently against Mr. Musgrave. C&H will provide a separate recommendation on th

5. Matter Closure. Upon entry of the dismissal order by Judge Delacroix, C&H Matter No. 1020-00005 will be administratively closed. Any future work relating to the receivership claim, any refiled collection action, or any independent pursuit of the Musgrave Guaranty claim would be opened as a new C&H matter, with a new matter number and engagement letter as appropriate.

VII. Financial Summary The following is a summary of professional fees and costs incurred in connection with C&H Matter No. 1020-00005 through January 31, 2023: Costs and disbursements consist of filing fees, service of process fees, court reporter fees for the August 22, 2022 hearing, and legal research charges (Westmark Data Systems). These amounts have been included in GAP's total receivership claim of $5,664,428.

VIII. Closing and Request for Authorization We respectfully request that GAP confirm its authorization to proceed with the voluntary dismissal of Case No. 2022-L-004831 at its earliest convenience. To avoid the need to appear at any further status hearings before Judge Delacroix in the Cook County Action, we recommend that the Notice of Voluntary Dismissal be filed no later than mid-February 2023. A status hearing is