1020-00005 · Greenfield Agricultural Partners · Discovery

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IN THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS COUNTY DEPARTMENT, LAW DIVISION

GREENFIELD AGRICULTURAL PARTNERS LLC, a Delaware limited liability company,

Plaintiff,

PRAIRIE BASIN GRAIN CO., an Illinois corporation, and DARREN K. MUSGRAVE, individually,

Defendants.

Case No. 2022-L-004831

Hon. Patricia Delacroix

PLAINTIFF'S REQUEST FOR ADMISSION TO DEFENDANT PRAIRIE BASIN GRAIN CO.

Plaintiff Greenfield Agricultural Partners LLC ("GAP"), by and through its attorneys, Calderwood & Harkness LLP, pursuant to Illinois Supreme Court Rule 216, hereby requests that Defendant Prairie Basin Grain Co. ("PBGC") admit or deny, within twenty-eight (28) days of service of this document, each of the following Requests for Admission. Pursuant to Illinois Supreme Court Rule 216(c), each matter of fact set forth below that is not denied, or as to which a proper objection is not stated, within twenty-eight (28) days after service of this request shall be deemed admitted. These admissions are requested for the purpose of this action only, including trial, pre-trial proceedings, dispositive motions, and all other purposes permitted under the Illinois Code of Civil Procedure and the Illinois Supreme Court Rules.

DEFINITIONS

As used throughout this Request for Admission, the following terms shall have the meanings set forth below unless the context clearly indicates otherwise:

1. "Off-Take Agreement" means the Master Grain Purchase and Off-Take Agreement dated March 15, 2019, entered into between GAP, as Seller, and PBGC, as Buyer, a true and correct copy of which is attached hereto as Exhibit A.

2. "Musgrave Guaranty" means the limited personal guaranty executed by Darren K. Musgrave in his individual capacity, which was originally attached as Exhibit D to the Off-Take Agreement, and a true and correct copy of which is attached hereto as Exhibit B.

3. "Invoice" or "Invoices" means the five (5) invoices identified herein by the following numbers: GAP-2021-3187, GAP-2021-3244, GAP-2021-3301, GAP-2021-3358, and GAP-2022-0042, true and correct copies of which are attached hereto as Exhibits C-1 through C-5, respectively.

4. "Commodity" or "Commodities" means #2 Yellow Corn and/or #1 Yellow Soybeans, as applicable under the Off-Take Agreement and the individual Invoices.

5. "Delivery" means delivery by GAP and acceptance by PBGC of Commodities at one or more PBGC elevator facilities located in Champaign County, Macon County, and/or Piatt County, Illinois, as contemplated under the Off-Take Agreement.

6. "You," "Your," "PBGC," "Defendant," and "Prairie Basin" each refer to Defendant Prairie Basin Grain Co., an Illinois corporation, including its officers, directors, employees, agents, representatives, predecessors, successors, and assigns.

7. "GAP" or "Plaintiff" refers to Greenfield Agricultural Partners LLC, a Delaware limited liability company.

8. "Document" means any writing, recording, or electronically stored information of any kind, including but not limited to contracts, agreements, invoices, receipts, correspondence, emails, memoranda, notes, and records.

INSTRUCTIONS

1. Each Request for Admission set forth below shall be answered separately and fully in writing under oath, in accordance with Illinois Supreme Court Rule 216. Each response shall specifically admit or deny the matter stated, or set forth in detail the reasons why the answering party cannot truthfully admit or deny the matter.

2. If PBGC cannot truthfully admit or deny a particular Request for Admission in its entirety, PBGC shall set forth in detail the reasons why it cannot truthfully do so and shall admit so much of the request as is true and deny so much of it as is untrue. If PBGC asserts a lack of knowledge or information sufficient to admit or deny a request, PBGC shall state that it has made a reasonable inquiry into the matter and that the information known to it, or readily obtainable by it, is insufficient to enable it to admit or deny the request.

3. If PBGC objects to any Request for Admission, the objection shall be stated with specificity, and the grounds therefor shall be set forth. The assertion of an objection shall not relieve PBGC from the obligation to admit or deny the portions of any request to which no objection applies.

4. These Requests for Admission are continuing in nature pursuant to Illinois Supreme Court Rule 216. If, after serving responses to these requests, PBGC obtains or becomes aware of additional information or knowledge relevant to any request, PBGC is under a continuing duty to supplement its responses in a timely manner.

5. Unless otherwise specified, each request pertains to the period from March 15, 2019, through the date of PBGC's responses to this Request for Admission.

REQUESTS FOR ADMISSION

I. Requests Relating to the Off-Take Agreement (Nos. 1–8)

REQUEST FOR ADMISSION NO. 1:

Admit that the document attached hereto as Exhibit A is a true and correct copy of the Master Grain Purchase and Off-Take Agreement dated March 15, 2019, between Greenfield Agricultural Partners LLC, as Seller, and Prairie Basin Grain Co., as Buyer.

REQUEST FOR ADMISSION NO. 2:

Admit that PBGC, through its authorized representative Darren K. Musgrave, in his capacity as President of PBGC, duly executed the Off-Take Agreement on or about March 15, 2019.

REQUEST FOR ADMISSION NO. 3:

Admit that the Off-Take Agreement was a valid and enforceable contract between GAP and PBGC at all times relevant to this action, including, without limitation, the period from September 28, 2021, through the date of the filing of this action.

REQUEST FOR ADMISSION NO. 4:

Admit that, under the terms of the Off-Take Agreement, PBGC agreed to purchase from GAP specified quantities of #2 Yellow Corn and #1 Yellow Soybeans on a forward-contract basis, with Delivery to PBGC elevator facilities located in Champaign County, Macon County, and Piatt County, Illinois.

REQUEST FOR ADMISSION NO. 5:

Admit that, under the terms of the Off-Take Agreement, PBGC's minimum annual volume commitment was 1,200,000 bushels of #2 Yellow Corn and 600,000 bushels of #1 Yellow Soybeans per contract year, as those terms are defined in the Off-Take Agreement.

REQUEST FOR ADMISSION NO. 6:

Admit that the Off-Take Agreement provides for payment terms of net thirty (30) days from the date of Delivery and acceptance of Commodities at the applicable PBGC elevator facility.

REQUEST FOR ADMISSION NO. 7:

Admit that Section 7.3 of the Off-Take Agreement provides for interest on overdue and unpaid amounts at a rate of one and one-half percent (1.5%) per month, which is equivalent to eighteen percent (18%) per annum, accruing from the date such amount becomes overdue until the date of payment in full.

REQUEST FOR ADMISSION NO. 8:

Admit that Section 12.4 of the Off-Take Agreement provides that, in any action or proceeding to enforce the terms of the Agreement or arising out of a breach thereof, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs of litigation from the non-prevailing party.

II. Requests Relating to the Musgrave Guaranty (Nos. 9–11)

REQUEST FOR ADMISSION NO. 9:

Admit that the document attached hereto as Exhibit B is a true and correct copy of the limited personal guaranty executed by Darren K. Musgrave in his individual capacity, which limited personal guaranty constitutes Exhibit D to the Off-Take Agreement.

REQUEST FOR ADMISSION NO. 10:

Admit that Darren K. Musgrave executed the Musgrave Guaranty, thereby personally guaranteeing PBGC's payment obligations under the Off-Take Agreement, up to a maximum aggregate amount of Two Million Dollars ($2,000,000.00).

REQUEST FOR ADMISSION NO. 11:

Admit that the Musgrave Guaranty was in full force and effect at all times relevant to this action, including, without limitation, the period from September 28, 2021, through the date of the filing of this action, and that no event occurred that would have terminated, released, or otherwise rendered the Musgrave Guaranty unenforceable.

III. Requests Relating to Invoice GAP-2021-3187 (Nos. 12–16)

REQUEST FOR ADMISSION NO. 12:

Admit that the document attached hereto as Exhibit C-1 is a true and correct copy of Invoice No. GAP-2021-3187, dated September 28, 2021, in the amount of Eight Hundred Ninety-Two Thousand Five Hundred Dollars ($892,500.00), issued by GAP to PBGC for the sale and Delivery of 150,000 bushels of #2 Yellow Corn at a price of Five Dollars and Ninety-Five Cents ($5.95) per bushel.

REQUEST FOR ADMISSION NO. 13:

Admit that PBGC received Invoice No. GAP-2021-3187 in the ordinary course of business on or about September 28, 2021, or within a reasonable time thereafter.

REQUEST FOR ADMISSION NO. 14:

Admit that GAP delivered, and PBGC accepted, 150,000 bushels of #2 Yellow Corn at one or more PBGC elevator facilities on or about September 28, 2021, as reflected in Invoice No. GAP-2021-3187.

REQUEST FOR ADMISSION NO. 15:

Admit that, pursuant to the net-thirty-day payment terms of the Off-Take Agreement, Invoice No. GAP-2021-3187 was due and payable on or before October 28, 2021.

REQUEST FOR ADMISSION NO. 16:

Admit that PBGC has not paid any portion of the amount due and owing under Invoice No. GAP-2021-3187 in the amount of Eight Hundred Ninety-Two Thousand Five Hundred Dollars ($892,500.00), and that the full principal amount of said Invoice remains outstanding as of the date of this request.

IV. Requests Relating to Invoice GAP-2021-3244 (Nos. 17–21)

REQUEST FOR ADMISSION NO. 17:

Admit that the document attached hereto as Exhibit C-2 is a true and correct copy of Invoice No. GAP-2021-3244, dated October 15, 2021, in the amount of Nine Hundred Thirty-Six Thousand Seven Hundred Fifty Dollars ($936,750.00), issued by GAP to PBGC for the sale and Delivery of 75,000 bushels of #1 Yellow Soybeans at a price of Twelve Dollars and Forty-Nine Cents ($12.49) per bushel.

REQUEST FOR ADMISSION NO. 18:

Admit that PBGC received Invoice No. GAP-2021-3244 in the ordinary course of business on or about October 15, 2021, or within a reasonable time thereafter.

REQUEST FOR ADMISSION NO. 19:

Admit that GAP delivered, and PBGC accepted, 75,000 bushels of #1 Yellow Soybeans at one or more PBGC elevator facilities on or about October 15, 2021, as reflected in Invoice No. GAP-2021-3244.

REQUEST FOR ADMISSION NO. 20:

Admit that, pursuant to the net-thirty-day payment terms of the Off-Take Agreement, Invoice No. GAP-2021-3244 was due and payable on or before November 14, 2021.

REQUEST FOR ADMISSION NO. 21:

Admit that PBGC has not paid any portion of the amount due and owing under Invoice No. GAP-2021-3244 in the amount of Nine Hundred Thirty-Six Thousand Seven Hundred Fifty Dollars ($936,750.00), and that the full principal amount of said Invoice remains outstanding as of the date of this request.

V. Requests Relating to Invoice GAP-2021-3301 (Nos. 22–26)

REQUEST FOR ADMISSION NO. 22:

Admit that the document attached hereto as Exhibit C-3 is a true and correct copy of Invoice No. GAP-2021-3301, dated November 12, 2021, in the amount of One Million Two Hundred Twenty-Four Thousand Dollars ($1,224,000.00), issued by GAP to PBGC for the sale and Delivery of 200,000 bushels of #2 Yellow Corn at a price of Six Dollars and Twelve Cents ($6.12) per bushel.

REQUEST FOR ADMISSION NO. 23:

Admit that PBGC received Invoice No. GAP-2021-3301 in the ordinary course of business on or about November 12, 2021, or within a reasonable time thereafter.

REQUEST FOR ADMISSION NO. 24:

Admit that GAP delivered, and PBGC accepted, 200,000 bushels of #2 Yellow Corn at one or more PBGC elevator facilities on or about November 12, 2021, as reflected in Invoice No. GAP-2021-3301.

REQUEST FOR ADMISSION NO. 25:

Admit that, pursuant to the net-thirty-day payment terms of the Off-Take Agreement, Invoice No. GAP-2021-3301 was due and payable on or before December 12, 2021.

REQUEST FOR ADMISSION NO. 26:

Admit that PBGC has not paid any portion of the amount due and owing under Invoice No. GAP-2021-3301 in the amount of One Million Two Hundred Twenty-Four Thousand Dollars ($1,224,000.00), and that the full principal amount of said Invoice remains outstanding as of the date of this request.

VI. Requests Relating to Invoice GAP-2021-3358 (Nos. 27–31)

REQUEST FOR ADMISSION NO. 27:

Admit that the document attached hereto as Exhibit C-4 is a true and correct copy of Invoice No. GAP-2021-3358, dated December 8, 2021, in the amount of Seven Hundred Forty-One Thousand Six Hundred Dollars ($741,600.00), issued by GAP to PBGC for the sale and Delivery of 120,000 bushels of #2 Yellow Corn at a price of Six Dollars and Eighteen Cents ($6.18) per bushel.

REQUEST FOR ADMISSION NO. 28:

Admit that PBGC received Invoice No. GAP-2021-3358 in the ordinary course of business on or about December 8, 2021, or within a reasonable time thereafter.

REQUEST FOR ADMISSION NO. 29:

Admit that GAP delivered, and PBGC accepted, 120,000 bushels of #2 Yellow Corn at one or more PBGC elevator facilities on or about December 8, 2021, as reflected in Invoice No. GAP-2021-3358.

REQUEST FOR ADMISSION NO. 30:

Admit that, pursuant to the net-thirty-day payment terms of the Off-Take Agreement, Invoice No. GAP-2021-3358 was due and payable on or before January 7, 2022.

REQUEST FOR ADMISSION NO. 31:

Admit that PBGC has not paid any portion of the amount due and owing under Invoice No. GAP-2021-3358 in the amount of Seven Hundred Forty-One Thousand Six Hundred Dollars ($741,600.00), and that the full principal amount of said Invoice remains outstanding as of the date of this request.

VII. Requests Relating to Invoice GAP-2022-0042 (Nos. 32–36)

REQUEST FOR ADMISSION NO. 32:

Admit that the document attached hereto as Exhibit C-5 is a true and correct copy of Invoice No. GAP-2022-0042, dated January 19, 2022, in the amount of One Million Seventy-Five Thousand Two Hundred Dollars ($1,075,200.00), issued by GAP to PBGC for the sale and Delivery of 80,000 bushels of #1 Yellow Soybeans at a price of Thirteen Dollars and Forty-Four Cents ($13.44) per bushel.

REQUEST FOR ADMISSION NO. 33:

Admit that PBGC received Invoice No. GAP-2022-0042 in the ordinary course of business on or about January 19, 2022, or within a reasonable time thereafter.

REQUEST FOR ADMISSION NO. 34:

Admit that GAP delivered, and PBGC accepted, 80,000 bushels of #1 Yellow Soybeans at one or more PBGC elevator facilities on or about January 19, 2022, as reflected in Invoice No. GAP-2022-0042.

REQUEST FOR ADMISSION NO. 35:

Admit that, pursuant to the net-thirty-day payment terms of the Off-Take Agreement, Invoice No. GAP-2022-0042 was due and payable on or before February 18, 2022.

REQUEST FOR ADMISSION NO. 36:

Admit that PBGC has not paid any portion of the amount due and owing under Invoice No. GAP-2022-0042 in the amount of One Million Seventy-Five Thousand Two Hundred Dollars ($1,075,200.00), and that the full principal amount of said Invoice remains outstanding as of the date of this request.

VIII. Requests Relating to Total Amount Owed and Related Matters (Nos. 37–44)

REQUEST FOR ADMISSION NO. 37:

Admit that the total principal amount owed by PBGC to GAP under the five (5) Invoices identified above — Invoice Nos. GAP-2021-3187, GAP-2021-3244, GAP-2021-3301, GAP-2021-3358, and GAP-2022-0042 — is Four Million Eight Hundred Seventy Thousand Fifty Dollars ($4,870,050.00).

REQUEST FOR ADMISSION NO. 38:

Admit that PBGC has not made any payment whatsoever to GAP on account of any of the five (5) Invoices identified above, whether in whole or in part, and that the entire principal balance of $4,870,050.00 remains unpaid.

REQUEST FOR ADMISSION NO. 39:

Admit that PBGC's failure to pay the amounts due and owing under the Invoices within thirty (30) days of Delivery and acceptance, as required by the Off-Take Agreement, constitutes a material breach of PBGC's payment obligations under the Off-Take Agreement.

REQUEST FOR ADMISSION NO. 40:

Admit that, on or about January 25, 2022, GAP, through its Director of Grain Operations, Caleb Jennings, sent a written demand to PBGC's President, Darren K. Musgrave, for payment of then-outstanding invoices totaling Three Million Fifty-Three Thousand Two Hundred Fifty Dollars ($3,053,250.00), which demand encompassed Invoices GAP-2021-3187, GAP-2021-3244, and GAP-2021-3301.

REQUEST FOR ADMISSION NO. 41:

Admit that, on or about February 3, 2022, Darren K. Musgrave, acting on behalf of PBGC, sent an email communication to GAP acknowledging the amounts owed by PBGC under the Invoices and requesting that GAP grant PBGC a forbearance period of ninety (90) days in which to cure its outstanding payment obligations.

REQUEST FOR ADMISSION NO. 42:

Admit that, on or about April 11, 2022, PBGC received a formal demand letter from Calderwood & Harkness LLP, on behalf of GAP, demanding payment of Four Million Eight Hundred Seventy Thousand Fifty Dollars ($4,870,050.00) in principal, plus all accrued interest thereon at the contractual rate, within fifteen (15) business days of receipt of said demand letter.

REQUEST FOR ADMISSION NO. 43:

Admit that PBGC did not pay, or otherwise respond in writing to, the April 11, 2022 demand letter from Calderwood & Harkness LLP within the fifteen-business-day period specified therein, or at any time thereafter prior to the filing of this action.

REQUEST FOR ADMISSION NO. 44:

Admit that the per-bushel pricing reflected in each of the five (5) Invoices was calculated in accordance with the pricing mechanism set forth in the Off-Take Agreement, specifically the Chicago Board of Trade ("CBOT") nearby futures price for the applicable Commodity at the time of Delivery, plus or minus the negotiated basis differential established on a quarterly basis as provided in Exhibit B to the Off-Take Agreement.

EXHIBIT LIST

The following Exhibits are attached hereto and incorporated by reference into the foregoing Requests for Admission:

Respectfully submitted,

GREENFIELD AGRICULTURAL PARTNERS LLC, By its attorneys,

CALDERWOOD & HARKNESS LLP

By: ________

Hannah Brinkley (ARDC No. 6329184) Patrick Gallagher (ARDC No. 6341207) CALDERWOOD & HARKNESS LLP 225 West Wacker Drive, Suite 4000 Chicago, Illinois 60606 Telephone: (312) 555-4200 Facsimile: (312) 555-4201

Email: hbrinkley@calderwoodharkness.com

Email: pgallagher@calderwoodharkness.com

Dated: October 14, 2022

CERTIFICATE OF SERVICE

The undersigned, an attorney, hereby certifies that on October 14, 2022, a true and correct copy of the foregoing Plaintiff's Request for Admission to Defendant Prairie Basin Grain Co., together with all Exhibits attached thereto, was served upon counsel of record for Defendants Prairie Basin Grain Co. and Darren K. Musgrave by electronic mail and by deposit in the United States Mail, first-class postage prepaid, addressed as follows:

Douglas M. Harkin Nadia C. Petrov Bartlett, Reyes Linley CPAs LLP & Harkin LLP 200 North LaSalle Street, Suite 2500 Chicago, Illinois 60601 dharkin@bartlettcrowe.com npetrov@bartlettcrowe.com

The foregoing service was made in compliance with Illinois Supreme Court Rules 11 and 12.

________________________________________

Hannah Brinkley

Exhibit	Description
Exhibit A	Master Grain Purchase and Off-Take Agreement dated March 15, 2019, between Greenfield Agricultural Partners LLC (Seller) and Prairie Basin Grain Co. (Buyer)
Exhibit B	Limited Personal Guaranty of Darren K. Musgrave (originally attached as Exhibit D to the Off-Take Agreement)
Exhibit C-1	Invoice No. GAP-2021-3187, dated September 28, 2021 ($892,500.00)
Exhibit C-2	Invoice No. GAP-2021-3244, dated October 15, 2021 ($936,750.00)
Exhibit C-3	Invoice No. GAP-2021-3301, dated November 12, 2021 ($1,224,000.00)
Exhibit C-4	Invoice No. GAP-2021-3358, dated December 8, 2021 ($741,600.00)
Exhibit C-5	Invoice No. GAP-2022-0042, dated January 19, 2022 ($1,075,200.00)

IN THE CIRCUIT COURT OF COOK COUNTY, ILLINOIS COUNTY DEPARTMENT, LAW DIVISION
GREENFIELD AGRICULTURAL PARTNERS LLC, a Delaware limited liability company,
Plaintiff,
v.
PRAIRIE BASIN GRAIN CO., an Illinois corporation, and DARREN K. MUSGRAVE, individually,
Defendants.
Case No. 2022-L-004831
Hon. Patricia Delacroix
PLAINTIFF'S REQUEST FOR ADMISSION TO DEFENDANT PRAIRIE BASIN GRAIN CO.
Plaintiff Greenfield Agricultural Partners LLC ("GAP"), by and through its attorneys, Calderwood & Harkness LLP, pursuant to Illinois Supreme Court Rule 216, hereby requests that Defendant Prairie Basin Grain Co. ("PBGC") admit or deny, within twenty-eight (28) days of service of this document, each of the following Requests for Admission. Pursuant to Illinois Supreme Court Rule 216(c), each matter of fact set forth below that is not denied, or as to which a proper objection is not stated, within twenty-eight (28) days after service of this request shall be deemed admitted. These admissions are requested for the purpose of this action only, including trial, pre-trial proceedings, dispositive motions, and all other purposes permitted under the Illinois Code of Civil Procedure and the Illinois Supreme Court Rules.
DEFINITIONS
As used throughout this Request for Admission, the following terms shall have the meanings set forth below unless the context clearly indicates otherwise:
1. "Off-Take Agreement" means the Master Grain Purchase and Off-Take Agreement dated March 15, 2019, entered into between GAP, as Seller, and PBGC, as Buyer, a true and correct copy of which is attached hereto as Exhibit A.
2. "Musgrave Guaranty" means the limited personal guaranty executed by Darren K. Musgrave in his individual capacity, which was originally attached as Exhibit D to the Off-Take Agreement, and a true and correct copy of which is attached hereto as Exhibit B.
3. "Invoice" or "Invoices" means the five (5) invoices identified herein by the following numbers: GAP-2021-3187, GAP-2021-3244, GAP-2021-3301, GAP-2021-3358, and GAP-2022-0042, true and correct copies of which are attached hereto as Exhibits C-1 through C-5, respectively.
4. "Commodity" or "Commodities" means #2 Yellow Corn and/or #1 Yellow Soybeans, as applicable under the Off-Take Agreement and the individual Invoices.
5. "Delivery" means delivery by GAP and acceptance by PBGC of Commodities at one or more PBGC elevator facilities located in Champaign County, Macon County, and/or Piatt County, Illinois, as contemplated under the Off-Take Agreement.
6. "You," "Your," "PBGC," "Defendant," and "Prairie Basin" each refer to Defendant Prairie Basin Grain Co., an Illinois corporation, including its officers, directors, employees, agents, representatives, predecessors, successors, and assigns.
7. "GAP" or "Plaintiff" refers to Greenfield Agricultural Partners LLC, a Delaware limited liability company.
8. "Document" means any writing, recording, or electronically stored information of any kind, including but not limited to contracts, agreements, invoices, receipts, correspondence, emails, memoranda, notes, and records.
INSTRUCTIONS
1. Each Request for Admission set forth below shall be answered separately and fully in writing under oath, in accordance with Illinois Supreme Court Rule 216. Each response shall specifically admit or deny the matter stated, or set forth in detail the reasons why the answering party cannot truthfully admit or deny the matter.
2. If PBGC cannot truthfully admit or deny a particular Request for Admission in its entirety, PBGC shall set forth in detail the reasons why it cannot truthfully do so and shall admit so much of the request as is true and deny so much of it as is untrue. If PBGC asserts a lack of knowledge or information sufficient to admit or deny a request, PBGC shall state that it has made a reasonable inquiry into the matter and that the information known to it, or readily obtainable by it, is insufficient to enable it to admit or deny the request.
3. If PBGC objects to any Request for Admission, the objection shall be stated with specificity, and the grounds therefor shall be set forth. The assertion of an objection shall not relieve PBGC from the obligation to admit or deny the portions of any request to which no objection applies.
4. These Requests for Admission are continuing in nature pursuant to Illinois Supreme Court Rule 216. If, after serving responses to these requests, PBGC obtains or becomes aware of additional information or knowledge relevant to any request, PBGC is under a continuing duty to supplement its responses in a timely manner.
5. Unless otherwise specified, each request pertains to the period from March 15, 2019, through the date of PBGC's responses to this Request for Admission.
REQUESTS FOR ADMISSION
I. Requests Relating to the Off-Take Agreement (Nos. 1–8)
REQUEST FOR ADMISSION NO. 1:
Admit that the document attached hereto as Exhibit A is a true and correct copy of the Master Grain Purchase and Off-Take Agreement dated March 15, 2019, between Greenfield Agricultural Partners LLC, as Seller, and Prairie Basin Grain Co., as Buyer.
REQUEST FOR ADMISSION NO. 2:
Admit that PBGC, through its authorized representative Darren K. Musgrave, in his capacity as President of PBGC, duly executed the Off-Take Agreement on or about March 15, 2019.
REQUEST FOR ADMISSION NO. 3:
Admit that the Off-Take Agreement was a valid and enforceable contract between GAP and PBGC at all times relevant to this action, including, without limitation, the period from September 28, 2021, through the date of the filing of this action.
REQUEST FOR ADMISSION NO. 4:
Admit that, under the terms of the Off-Take Agreement, PBGC agreed to purchase from GAP specified quantities of #2 Yellow Corn and #1 Yellow Soybeans on a forward-contract basis, with Delivery to PBGC elevator facilities located in Champaign County, Macon County, and Piatt County, Illinois.
REQUEST FOR ADMISSION NO. 5:
Admit that, under the terms of the Off-Take Agreement, PBGC's minimum annual volume commitment was 1,200,000 bushels of #2 Yellow Corn and 600,000 bushels of #1 Yellow Soybeans per contract year, as those terms are defined in the Off-Take Agreement.
REQUEST FOR ADMISSION NO. 6:
Admit that the Off-Take Agreement provides for payment terms of net thirty (30) days from the date of Delivery and acceptance of Commodities at the applicable PBGC elevator facility.
REQUEST FOR ADMISSION NO. 7:
Admit that Section 7.3 of the Off-Take Agreement provides for interest on overdue and unpaid amounts at a rate of one and one-half percent (1.5%) per month, which is equivalent to eighteen percent (18%) per annum, accruing from the date such amount becomes overdue until the date of payment in full.
REQUEST FOR ADMISSION NO. 8:
Admit that Section 12.4 of the Off-Take Agreement provides that, in any action or proceeding to enforce the terms of the Agreement or arising out of a breach thereof, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs of litigation from the non-prevailing party.
II. Requests Relating to the Musgrave Guaranty (Nos. 9–11)
REQUEST FOR ADMISSION NO. 9:
Admit that the document attached hereto as Exhibit B is a true and correct copy of the limited personal guaranty executed by Darren K. Musgrave in his individual capacity, which limited personal guaranty constitutes Exhibit D to the Off-Take Agreement.
REQUEST FOR ADMISSION NO. 10:
Admit that Darren K. Musgrave executed the Musgrave Guaranty, thereby personally guaranteeing PBGC's payment obligations under the Off-Take Agreement, up to a maximum aggregate amount of Two Million Dollars ($2,000,000.00).
REQUEST FOR ADMISSION NO. 11:
Admit that the Musgrave Guaranty was in full force and effect at all times relevant to this action, including, without limitation, the period from September 28, 2021, through the date of the filing of this action, and that no event occurred that would have terminated, released, or otherwise rendered the Musgrave Guaranty unenforceable.
III. Requests Relating to Invoice GAP-2021-3187 (Nos. 12–16)
REQUEST FOR ADMISSION NO. 12:
Admit that the document attached hereto as Exhibit C-1 is a true and correct copy of Invoice No. GAP-2021-3187, dated September 28, 2021, in the amount of Eight Hundred Ninety-Two Thousand Five Hundred Dollars ($892,500.00), issued by GAP to PBGC for the sale and Delivery of 150,000 bushels of #2 Yellow Corn at a price of Five Dollars and Ninety-Five Cents ($5.95) per bushel.
REQUEST FOR ADMISSION NO. 13:
Admit that PBGC received Invoice No. GAP-2021-3187 in the ordinary course of business on or about September 28, 2021, or within a reasonable time thereafter.
REQUEST FOR ADMISSION NO. 14:
Admit that GAP delivered, and PBGC accepted, 150,000 bushels of #2 Yellow Corn at one or more PBGC elevator facilities on or about September 28, 2021, as reflected in Invoice No. GAP-2021-3187.
REQUEST FOR ADMISSION NO. 15:
Admit that, pursuant to the net-thirty-day payment terms of the Off-Take Agreement, Invoice No. GAP-2021-3187 was due and payable on or before October 28, 2021.
REQUEST FOR ADMISSION NO. 16:
Admit that PBGC has not paid any portion of the amount due and owing under Invoice No. GAP-2021-3187 in the amount of Eight Hundred Ninety-Two Thousand Five Hundred Dollars ($892,500.00), and that the full principal amount of said Invoice remains outstanding as of the date of this request.
IV. Requests Relating to Invoice GAP-2021-3244 (Nos. 17–21)
REQUEST FOR ADMISSION NO. 17:
Admit that the document attached hereto as Exhibit C-2 is a true and correct copy of Invoice No. GAP-2021-3244, dated October 15, 2021, in the amount of Nine Hundred Thirty-Six Thousand Seven Hundred Fifty Dollars ($936,750.00), issued by GAP to PBGC for the sale and Delivery of 75,000 bushels of #1 Yellow Soybeans at a price of Twelve Dollars and Forty-Nine Cents ($12.49) per bushel.
REQUEST FOR ADMISSION NO. 18:
Admit that PBGC received Invoice No. GAP-2021-3244 in the ordinary course of business on or about October 15, 2021, or within a reasonable time thereafter.
REQUEST FOR ADMISSION NO. 19:
Admit that GAP delivered, and PBGC accepted, 75,000 bushels of #1 Yellow Soybeans at one or more PBGC elevator facilities on or about October 15, 2021, as reflected in Invoice No. GAP-2021-3244.
REQUEST FOR ADMISSION NO. 20:
Admit that, pursuant to the net-thirty-day payment terms of the Off-Take Agreement, Invoice No. GAP-2021-3244 was due and payable on or before November 14, 2021.
REQUEST FOR ADMISSION NO. 21:
Admit that PBGC has not paid any portion of the amount due and owing under Invoice No. GAP-2021-3244 in the amount of Nine Hundred Thirty-Six Thousand Seven Hundred Fifty Dollars ($936,750.00), and that the full principal amount of said Invoice remains outstanding as of the date of this request.
V. Requests Relating to Invoice GAP-2021-3301 (Nos. 22–26)
REQUEST FOR ADMISSION NO. 22:
Admit that the document attached hereto as Exhibit C-3 is a true and correct copy of Invoice No. GAP-2021-3301, dated November 12, 2021, in the amount of One Million Two Hundred Twenty-Four Thousand Dollars ($1,224,000.00), issued by GAP to PBGC for the sale and Delivery of 200,000 bushels of #2 Yellow Corn at a price of Six Dollars and Twelve Cents ($6.12) per bushel.
REQUEST FOR ADMISSION NO. 23:
Admit that PBGC received Invoice No. GAP-2021-3301 in the ordinary course of business on or about November 12, 2021, or within a reasonable time thereafter.
REQUEST FOR ADMISSION NO. 24:
Admit that GAP delivered, and PBGC accepted, 200,000 bushels of #2 Yellow Corn at one or more PBGC elevator facilities on or about November 12, 2021, as reflected in Invoice No. GAP-2021-3301.
REQUEST FOR ADMISSION NO. 25:
Admit that, pursuant to the net-thirty-day payment terms of the Off-Take Agreement, Invoice No. GAP-2021-3301 was due and payable on or before December 12, 2021.
REQUEST FOR ADMISSION NO. 26:
Admit that PBGC has not paid any portion of the amount due and owing under Invoice No. GAP-2021-3301 in the amount of One Million Two Hundred Twenty-Four Thousand Dollars ($1,224,000.00), and that the full principal amount of said Invoice remains outstanding as of the date of this request.
VI. Requests Relating to Invoice GAP-2021-3358 (Nos. 27–31)
REQUEST FOR ADMISSION NO. 27:
Admit that the document attached hereto as Exhibit C-4 is a true and correct copy of Invoice No. GAP-2021-3358, dated December 8, 2021, in the amount of Seven Hundred Forty-One Thousand Six Hundred Dollars ($741,600.00), issued by GAP to PBGC for the sale and Delivery of 120,000 bushels of #2 Yellow Corn at a price of Six Dollars and Eighteen Cents ($6.18) per bushel.
REQUEST FOR ADMISSION NO. 28:
Admit that PBGC received Invoice No. GAP-2021-3358 in the ordinary course of business on or about December 8, 2021, or within a reasonable time thereafter.
REQUEST FOR ADMISSION NO. 29:
Admit that GAP delivered, and PBGC accepted, 120,000 bushels of #2 Yellow Corn at one or more PBGC elevator facilities on or about December 8, 2021, as reflected in Invoice No. GAP-2021-3358.
REQUEST FOR ADMISSION NO. 30:
Admit that, pursuant to the net-thirty-day payment terms of the Off-Take Agreement, Invoice No. GAP-2021-3358 was due and payable on or before January 7, 2022.
REQUEST FOR ADMISSION NO. 31:
Admit that PBGC has not paid any portion of the amount due and owing under Invoice No. GAP-2021-3358 in the amount of Seven Hundred Forty-One Thousand Six Hundred Dollars ($741,600.00), and that the full principal amount of said Invoice remains outstanding as of the date of this request.
VII. Requests Relating to Invoice GAP-2022-0042 (Nos. 32–36)
REQUEST FOR ADMISSION NO. 32:
Admit that the document attached hereto as Exhibit C-5 is a true and correct copy of Invoice No. GAP-2022-0042, dated January 19, 2022, in the amount of One Million Seventy-Five Thousand Two Hundred Dollars ($1,075,200.00), issued by GAP to PBGC for the sale and Delivery of 80,000 bushels of #1 Yellow Soybeans at a price of Thirteen Dollars and Forty-Four Cents ($13.44) per bushel.
REQUEST FOR ADMISSION NO. 33:
Admit that PBGC received Invoice No. GAP-2022-0042 in the ordinary course of business on or about January 19, 2022, or within a reasonable time thereafter.
REQUEST FOR ADMISSION NO. 34:
Admit that GAP delivered, and PBGC accepted, 80,000 bushels of #1 Yellow Soybeans at one or more PBGC elevator facilities on or about January 19, 2022, as reflected in Invoice No. GAP-2022-0042.
REQUEST FOR ADMISSION NO. 35:
Admit that, pursuant to the net-thirty-day payment terms of the Off-Take Agreement, Invoice No. GAP-2022-0042 was due and payable on or before February 18, 2022.
REQUEST FOR ADMISSION NO. 36:
Admit that PBGC has not paid any portion of the amount due and owing under Invoice No. GAP-2022-0042 in the amount of One Million Seventy-Five Thousand Two Hundred Dollars ($1,075,200.00), and that the full principal amount of said Invoice remains outstanding as of the date of this request.
VIII. Requests Relating to Total Amount Owed and Related Matters (Nos. 37–44)
REQUEST FOR ADMISSION NO. 37:
Admit that the total principal amount owed by PBGC to GAP under the five (5) Invoices identified above — Invoice Nos. GAP-2021-3187, GAP-2021-3244, GAP-2021-3301, GAP-2021-3358, and GAP-2022-0042 — is Four Million Eight Hundred Seventy Thousand Fifty Dollars ($4,870,050.00).
REQUEST FOR ADMISSION NO. 38:
Admit that PBGC has not made any payment whatsoever to GAP on account of any of the five (5) Invoices identified above, whether in whole or in part, and that the entire principal balance of $4,870,050.00 remains unpaid.
REQUEST FOR ADMISSION NO. 39:
Admit that PBGC's failure to pay the amounts due and owing under the Invoices within thirty (30) days of Delivery and acceptance, as required by the Off-Take Agreement, constitutes a material breach of PBGC's payment obligations under the Off-Take Agreement.
REQUEST FOR ADMISSION NO. 40:
Admit that, on or about January 25, 2022, GAP, through its Director of Grain Operations, Caleb Jennings, sent a written demand to PBGC's President, Darren K. Musgrave, for payment of then-outstanding invoices totaling Three Million Fifty-Three Thousand Two Hundred Fifty Dollars ($3,053,250.00), which demand encompassed Invoices GAP-2021-3187, GAP-2021-3244, and GAP-2021-3301.
REQUEST FOR ADMISSION NO. 41:
Admit that, on or about February 3, 2022, Darren K. Musgrave, acting on behalf of PBGC, sent an email communication to GAP acknowledging the amounts owed by PBGC under the Invoices and requesting that GAP grant PBGC a forbearance period of ninety (90) days in which to cure its outstanding payment obligations.
REQUEST FOR ADMISSION NO. 42:
Admit that, on or about April 11, 2022, PBGC received a formal demand letter from Calderwood & Harkness LLP, on behalf of GAP, demanding payment of Four Million Eight Hundred Seventy Thousand Fifty Dollars ($4,870,050.00) in principal, plus all accrued interest thereon at the contractual rate, within fifteen (15) business days of receipt of said demand letter.
REQUEST FOR ADMISSION NO. 43:
Admit that PBGC did not pay, or otherwise respond in writing to, the April 11, 2022 demand letter from Calderwood & Harkness LLP within the fifteen-business-day period specified therein, or at any time thereafter prior to the filing of this action.
REQUEST FOR ADMISSION NO. 44:
Admit that the per-bushel pricing reflected in each of the five (5) Invoices was calculated in accordance with the pricing mechanism set forth in the Off-Take Agreement, specifically the Chicago Board of Trade ("CBOT") nearby futures price for the applicable Commodity at the time of Delivery, plus or minus the negotiated basis differential established on a quarterly basis as provided in Exhibit B to the Off-Take Agreement.
EXHIBIT LIST
The following Exhibits are attached hereto and incorporated by reference into the foregoing Requests for Admission:
Respectfully submitted,
GREENFIELD AGRICULTURAL PARTNERS LLC, By its attorneys,
CALDERWOOD & HARKNESS LLP
By: ________
Hannah Brinkley (ARDC No. 6329184) Patrick Gallagher (ARDC No. 6341207) CALDERWOOD & HARKNESS LLP 225 West Wacker Drive, Suite 4000 Chicago, Illinois 60606 Telephone: (312) 555-4200 Facsimile: (312) 555-4201
Email: hbrinkley@calderwoodharkness.com
Email: pgallagher@calderwoodharkness.com
Dated: October 14, 2022
CERTIFICATE OF SERVICE
The undersigned, an attorney, hereby certifies that on October 14, 2022, a true and correct copy of the foregoing Plaintiff's Request for Admission to Defendant Prairie Basin Grain Co., together with all Exhibits attached thereto, was served upon counsel of record for Defendants Prairie Basin Grain Co. and Darren K. Musgrave by electronic mail and by deposit in the United States Mail, first-class postage prepaid, addressed as follows:
Douglas M. Harkin Nadia C. Petrov Bartlett, Reyes Linley CPAs LLP & Harkin LLP 200 North LaSalle Street, Suite 2500 Chicago, Illinois 60601 dharkin@bartlettcrowe.com npetrov@bartlettcrowe.com
The foregoing service was made in compliance with Illinois Supreme Court Rules 11 and 12.
________________________________________
Hannah Brinkley
Exhibit | Description
Exhibit A | Master Grain Purchase and Off-Take Agreement dated March 15, 2019, between Greenfield Agricultural Partners LLC (Seller) and Prairie Basin Grain Co. (Buyer)
Exhibit B | Limited Personal Guaranty of Darren K. Musgrave (originally attached as Exhibit D to the Off-Take Agreement)
Exhibit C-1 | Invoice No. GAP-2021-3187, dated September 28, 2021 ($892,500.00)
Exhibit C-2 | Invoice No. GAP-2021-3244, dated October 15, 2021 ($936,750.00)
Exhibit C-3 | Invoice No. GAP-2021-3301, dated November 12, 2021 ($1,224,000.00)
Exhibit C-4 | Invoice No. GAP-2021-3358, dated December 8, 2021 ($741,600.00)
Exhibit C-5 | Invoice No. GAP-2022-0042, dated January 19, 2022 ($1,075,200.00)