PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP Attorneys at Law 225 West Wacker Drive, Suite 4000 Chicago, Illinois 60606 Telephone: (312) 555-7800 Facsimile: (312) 555-7801 www.calderwoodharkness.com
March 28, 2022
VIA EMAIL AND OVERNIGHT DELIVERY
Mr. Caleb Jennings Director of Grain Operations GAP Grain Trading Division Greenfield Agricultural Partners LLC 1400 Grand Prairie Boulevard, Suite 800 Des Moines, Iowa 50309
Re: LITIGATION HOLD NOTICE — PRESERVE ALL DOCUMENTS AND ELECTRONICALLY STORED INFORMATION
Greenfield Agricultural Partners LLC v. Prairie Basin Grain Co. et al. — Anticipated Litigation
Matter No.: 1020-00005
Dear Mr. Jennings:
1. Purpose and Introduction
Calderwood & Harkness LLP has been retained by Greenfield Agricultural Partners LLC ("GAP") in connection with a breach-of-contract collection action to be filed against Prairie Basin Grain Co. ("PBGC"), an Illinois corporation, and Darren K. Musgrave, individually, as personal guarantor of certain obligations of PBGC under the agreements described below. The engagement letter between GAP and this firm was executed on March 22, 2022, and Francesca Morano serves as the Responsible Partner for this engagement.
This letter constitutes a formal litigation hold notice requiring GAP and all of its officers, directors, employees, agents, and representatives to immediately preserve all documents, communications, and electronically stored information ("ESI") that may be relevant to the anticipated litigation described herein. This preservation obligation extends to all documents and ESI regardless of format, medium, or storage location, whether maintained on GAP systems, personal devices, or third-party platforms.
We cannot overstate the importance of this notice. Under applicable federal and state law, GAP has a duty to preserve all potentially relevant materials once litigation is reasonably anticipated. That threshold has been met. Failure to preserve relevant materials may result in severe sanctions, including adverse inference instructions, evidentiary exclusions, monetary penalties, and, in extreme circumstances, default judgment or dismissal of claims. These consequences can be imposed against parties who fail to take adequate steps to preserve evidence, even if the destruction or loss of materials is inadvertent or the result of routine document retention practices.
This preservation obligation is immediate and ongoing. It takes effect upon your receipt of this notice and supersedes any document retention, destruction, or recycling policies that might otherwise apply to the categories of materials described below. No documents, data, files, communications, or other materials within the scope of this hold may be deleted, destroyed, overwritten, modified, or otherwise disposed of, regardless of any existing company policy or practice that would otherwise authorize or require such action.
We ask that you read this notice in its entirety, take the immediate steps described herein, distribute this notice to all appropriate personnel, and return the signed Acknowledgment of Litigation Hold form attached hereto.
2. Background of the Dispute
To assist you in understanding the scope and nature of the documents and ESI that must be preserved, the following is a summary of the factual background giving rise to the anticipated litigation.
The Off-Take Agreement. GAP entered into a Master Grain Purchase and Off-Take Agreement dated March 15, 2019 (the "Off-Take Agreement") with Prairie Basin Grain Co. Under the Off-Take Agreement, PBGC agreed to purchase specified quantities of #2 Yellow Corn and #1 Yellow Soybeans from GAP on a forward-contract basis. Deliveries were to be made to PBGC elevator facilities located in Champaign County, Macon County, and Piatt County, Illinois, pursuant to delivery schedules established on a quarterly basis in accordance with the terms of the Off-Take Agreement.
Volume Commitments. The Off-Take Agreement established minimum annual volume commitments requiring PBGC to purchase no less than 1,200,000 bushels of corn and 600,000 bushels of soybeans per contract year, subject to the pricing and basis differential mechanisms set forth in Exhibit B to the Off-Take Agreement.
Payment Terms. Under the payment provisions of the Off-Take Agreement, all invoiced amounts were due and payable on a Net 30 basis from the date of delivery and acceptance of grain at the designated PBGC elevator facilities.
Unpaid Invoices. PBGC has failed to pay five invoices totaling $4,870,050.00 in aggregate principal, as follows:
Each of these invoices has been outstanding for a period well in excess of the 30-day payment term provided under the Off-Take Agreement, and PBGC has made no payment whatsoever against any of these amounts.
The Musgrave Guaranty. The Off-Take Agreement includes, as Exhibit D, a limited personal guaranty executed by Darren K. Musgrave, President and sole director of PBGC (the "Musgrave Guaranty"). Under the Musgrave Guaranty, Mr. Musgrave personally guaranteed PBGC's payment obligations under the Off-Take Agreement, subject to a cap of $2,000,000.00 in aggregate liability.
Contractual Interest and Attorneys' Fees. Section 7.3 of the Off-Take Agreement provides for the accrual of interest on past-due amounts at the rate of 1.5% per month (18% per annum). In addition, Section 12.4 of the Off-Take Agreement contains a prevailing-party attorneys' fees provision entitling the prevailing party in any action to enforce the terms of the Agreement to recover its reasonable attorneys' fees and costs of litigation.
Demand and Forbearance. On January 25, 2022, you, on behalf of GAP, issued a written demand to Darren K. Musgrave at PBGC seeking immediate payment of all outstanding invoices. On February 3, 2022, Mr. Musgrave responded via email, acknowledging the debt and requesting forbearance from GAP while PBGC attempted to secure additional financing. On February 14, 2022, GAP agreed to a 60-day forbearance, conditioned upon PBGC making an initial payment of Invoice GAP-2021-3187 ($892,500.00) no later than March 1, 2022. PBGC failed to make the required payment by the deadline, thereby breaching the conditions of the forbearance arrangement.
Suspension of Deliveries. On or about March 8, 2022, GAP exercised its rights under Section 8.2 of the Off-Take Agreement and suspended all further deliveries of grain to PBGC pending cure of the existing payment defaults.
Anticipated Litigation. A formal pre-suit demand letter will be transmitted to PBGC and Mr. Musgrave in the near term. In the event that the demand is not satisfied in full within the time period specified therein, Calderwood & Harkness LLP intends to file suit on behalf of GAP for breach of contract, enforcement of the Musgrave Guaranty, and all related claims, including claims for accrued contractual interest, attorneys' fees and costs, and consequential and incidental damages.
3. Scope of the Litigation Hold — Categories of Materials to Be Preserved
This litigation hold applies to ALL documents, communications, and electronically stored information, in any format whatsoever, whether in paper or electronic form, that relate in any way to the subjects and categories described below. This list is intended to be comprehensive but is not necessarily exhaustive. If you are uncertain whether a particular document or category of documents falls within the scope of this hold, you should err on the side of preservation and contact Calderwood & Harkness LLP for guidance.
3.1 The Off-Take Agreement and Related Agreements
All documents relating to the contractual relationship between GAP and PBGC must be preserved, including but not limited to:
(a) The Master Grain Purchase and Off-Take Agreement dated March 15, 2019, including all exhibits, schedules, amendments, addenda, supplements, and side letters;
(b) Exhibit B to the Off-Take Agreement (quarterly basis differential schedules), including all versions of Exhibit B used during the term of the Off-Take Agreement;
(c) Exhibit D to the Off-Take Agreement (the Musgrave Guaranty);
(d) Any other agreements, understandings, or arrangements between GAP and PBGC, whether written or oral, including any prior purchase agreements, letters of intent, term sheets, memoranda of understanding, or other preliminary agreements;
(e) All drafts, redlines, and marked-up versions of the Off-Take Agreement and any related agreements generated during the course of negotiations leading to execution;
(f) All correspondence, emails, memoranda, and notes relating to the negotiation, execution, amendment, or interpretation of the Off-Take Agreement and any related agreements; and
(g) Any documents reflecting the parties' course of dealing or trade usage relevant to the interpretation or performance of the Off-Take Agreement.
3.2 Invoices, Payment Records, and Financial Documents
All financial records relating to the PBGC account must be preserved, including but not limited to:
(a) The five unpaid invoices specifically identified above: GAP-2021-3187, GAP-2021-3244, GAP-2021-3301, GAP-2021-3358, and GAP-2022-0042;
(b) All other invoices issued by GAP to PBGC under the Off-Take Agreement during the entire term thereof, whether paid, partially paid, or unpaid;
(c) Records of all payments received from PBGC at any time, including wire transfer confirmations, ACH transaction records, check images, remittance advices, deposit records, and bank statements reflecting the receipt of payments from PBGC;
(d) Aging reports, accounts receivable ledgers, and all internal accounting records maintained by GAP's finance or accounting department relating to the PBGC account;
(e) Credit applications submitted by PBGC to GAP, credit analyses performed by GAP, credit memoranda, credit limit determinations, and any other credit-related documents prepared by or on behalf of GAP in connection with the PBGC relationship; and
(f) Any financial statements, tax returns, or other financial information provided by PBGC or Mr. Musgrave to GAP at any time during the course of the business relationship.
3.3 Delivery and Acceptance Records
All records reflecting the physical delivery and acceptance of grain under the Off-Take Agreement must be preserved, including but not limited to:
(a) All delivery tickets, weight tickets, scale tickets, and bills of lading for grain delivered by or on behalf of GAP to PBGC elevator facilities in Champaign County, Macon County, and Piatt County, Illinois;
(b) Delivery receipts signed or acknowledged by PBGC personnel confirming receipt of shipments;
(c) Acceptance confirmations and any rejection or quality dispute notices;
(d) Quality and grade inspection reports, including certificates of grade and analysis issued by licensed inspectors or by PBGC's own quality personnel;
(e) Records reflecting the commodity type, quantity, grade, test weight, and moisture content of all delivered grain;
(f) Trucking and transportation records, including dispatch logs, carrier records, freight invoices, and records of shipment scheduling; and
(g) Records organized by or reflecting deliveries to each individual PBGC facility (Champaign County, Macon County, and Piatt County).
3.4 Correspondence and Communications with PBGC and Darren K. Musgrave
All communications between GAP and PBGC must be preserved, including but not limited to:
(a) All communications of any kind, including emails, letters, facsimiles, text messages, voicemails, instant messages (including messages sent via any messaging application such as Meridian Services Inc., Signal, Northgate Data Systems, Meridian Solutions, or any similar platform), handwritten notes, and memoranda, between any GAP personnel and any officers, directors, employees, or agents of PBGC, including but not limited to Darren K. Musgrave, Lydia R. Musgrave, and Victor P. Novotny;
(b) The written demand dated January 25, 2022, from Caleb Jennings to Darren K. Musgrave;
(c) The email from Darren K. Musgrave dated February 3, 2022, acknowledging the debt and requesting forbearance;
(d) All correspondence, emails, and documents relating to the forbearance arrangement agreed to on or about February 14, 2022, including the conditions requiring PBGC to pay Invoice GAP-2021-3187 ($892,500.00) by March 1, 2022;
(e) All other correspondence and communications regarding PBGC's payment defaults, financial difficulties, inability to pay, or requests for payment extensions, deferrals, or other accommodations;
(f) All correspondence and communications regarding GAP's suspension of deliveries under Section 8.2 of the Off-Take Agreement on or about March 8, 2022, including any notice of suspension sent to PBGC and any response thereto; and
(g) Any other communications between GAP and PBGC or Mr. Musgrave on any subject during the period from January 1, 2019 to the present.
3.5 PBGC Financial Condition and Creditworthiness
All documents and communications reflecting GAP's knowledge of or inquiries into PBGC's financial condition must be preserved, including but not limited to:
(a) Any documents or communications reflecting information received by GAP regarding the fire at PBGC's Macon County elevator facility on or about October 17, 2021, including any reports, photographs, damage assessments, or insurance information provided by PBGC to GAP;
(b) Any documents or communications reflecting information received by GAP regarding PBGC's hedging strategy and related losses, including any failed hedge positions and the financial impact thereof on PBGC's operations;
(c) Any documents or communications reflecting information received by GAP regarding PBGC's cessation of payments to trade creditors in or about January 2022, including any communications from other industry participants, creditors, or trade sources regarding PBGC's payment difficulties;
(d) Any documents or communications reflecting information received by GAP regarding PBGC's relationship with its senior secured lender, Heartland Prairie Bank, N.A., including any notices of default, forbearance arrangements, or restructuring discussions of which GAP became aware; and
(e) Any due diligence, credit review, or credit monitoring materials gathered or prepared by GAP regarding PBGC at any time during the term of the business relationship.
3.6 Pricing, Basis, and Market Data
All documents relating to pricing and market data used in connection with the Off-Take Agreement must be preserved, including but not limited to:
(a) All quarterly basis differential schedules established pursuant to Exhibit B to the Off-Take Agreement;
(b) Records of Chicago Board of Trade ("CBOT") nearby futures prices at the times of delivery of grain to PBGC facilities;
(c) Internal pricing calculations, margin analyses, basis tracking documents, and any other spreadsheets, workpapers, or models used by GAP to determine invoice amounts under the Off-Take Agreement;
(d) Any communications between GAP and PBGC regarding pricing, basis adjustments, pricing disputes, or pricing methodology; and
(e) Market reports, price quotes, or other market data utilized by GAP in connection with the PBGC account.
3.7 Internal GAP Documents
All internal GAP documents relating to the PBGC relationship and the anticipated litigation must be preserved, including but not limited to:
(a) Internal memoranda, reports, analyses, presentations, or other materials concerning the PBGC relationship, the unpaid invoices, the decision to suspend deliveries, or the decision to pursue litigation;
(b) Meeting notes, minutes, agendas, calendar entries, and telephone logs relating to PBGC, Mr. Musgrave, or any aspect of the Off-Take Agreement;
(c) Any documents relating to GAP's mitigation efforts following the suspension of deliveries, including records of any resale of grain to alternative buyers, cover transactions, or other efforts to minimize damages;
(d) Documents reflecting GAP's damages, lost profits, or additional costs incurred as a result of PBGC's breach of the Off-Take Agreement, including any cost analyses, damage calculations, or financial projections; and
(e) Any documents reflecting discussions among GAP management or personnel regarding the PBGC dispute, the collectibility of the outstanding receivables, or the financial impact of PBGC's defaults on GAP's operations.
3.8 Insurance-Related Documents
All insurance-related documents pertaining to losses arising from the PBGC dispute must be preserved, including but not limited to:
(a) Any trade credit insurance policies maintained by GAP that may provide coverage for PBGC's failure to pay;
(b) Any claims filed by GAP under such policies in connection with the PBGC receivables;
(c) All correspondence between GAP and any insurer or insurance broker relating to potential or actual claims arising from the PBGC dispute; and
(d) Any loss notices, proof of claim forms, coverage determinations, or other communications relating to insurance coverage for the losses at issue.
4. Types of Media and Formats Covered
The preservation obligation extends to all documents and ESI in any format or medium, including but not limited to:
• Paper documents (originals and copies), including contracts, correspondence, handwritten notes, faxes, and printed reports;
• Electronic documents, including word processing files (e.g., Microsoft Word, Stonefield Health IT), spreadsheets (e.g., Microsoft Excel, Stonefield Services Inc.), PDF files, and presentations (e.g., Northgate Services Inc.);
• Email (including all attachments), encompassing all corporate email accounts as well as any personal email accounts used for business communications by identified custodians;
• Text messages and instant messages, including messages sent via any messaging application (e.g., SMS/MMS, Meridian Services Inc., Signal, Northgate Data Systems, Meridian Solutions, Westmark Software, or any similar platform);
• Voicemail recordings, whether stored on corporate systems, mobile devices, or third-party voicemail services;
• Calendar entries and scheduling records, including entries in Hollowell Systems, Brightmoor Services Inc., or any other scheduling system;
• Database records, including records maintained in enterprise resource planning (ERP) systems, accounting and financial systems (e.g., Drayton Health IT, Hollowell & Co., Ridgeline Industries), and grain trading or grain management platforms;
• Photographs, videos, and images, including digital photographs and any surveillance or monitoring recordings;
• Backup tapes, archived files, and cloud-stored data, including any data stored in cloud-based platforms such as Ashgrove Software, Crestline Software, Larkspur Technologies, box, or any similar service; and
• Metadata associated with all electronic files, which must be preserved in its original state and not altered, stripped, or modified.
5. Identified Custodians
The following individuals have been identified as key custodians whose files, records, devices, and communications must be preserved immediately and in full:
1. Thomas R. Greenfield — Chairman and Chief Executive Officer, Greenfield Agricultural Partners LLC
2. Margaret A. Greenfield-Wu — President and Chief Operating Officer, Greenfield Agricultural Partners LLC
3. Caleb Jennings — Director of Grain Operations, GAP Grain Trading Division, Greenfield Agricultural Partners LLC
4. Any other GAP employees who had direct dealings with PBGC, Darren K. Musgrave, Lydia R. Musgrave, Victor P. Novotny, or any other PBGC personnel in connection with the Off-Take Agreement, grain deliveries, invoicing, payment collection, credit analysis, or any other aspect of the GAP-PBGC commercial relationship.
We request that you, Mr. Jennings, promptly identify any additional individuals within GAP who may possess documents, communications, or information relevant to the categories described in Section 3 above. This may include, without limitation, grain merchandisers, logistics or transportation coordinators, accounting or finance personnel, quality assurance personnel, or any other employees who interacted with PBGC in any capacity. Please notify Calderwood & Harkness promptly upon identifying any such additional custodians so that appropriate preservation measures can be implemented.
6. Preservation Instructions
To ensure full compliance with this litigation hold, GAP must take the following steps immediately:
Suspend All Routine Document Destruction. Any document retention or destruction policies, whether automated or manual, that would result in the deletion, overwriting, recycling, shredding, or disposal of potentially relevant materials must be suspended immediately as to all categories of materials described in Section 3 above and as to all identified custodians. This includes any regularly scheduled purges of email, electronic files, paper records, or backup media.
Disable Auto-Delete Functions. GAP's information technology personnel must ensure that all auto-delete, auto-archive, or auto-purge functions on email systems (including Strathmore Data Systems, Ashgrove Software, Crestline Software, or any other email platform), document management systems, and any other electronic platforms are disabled for all identified custodians. This includes any policies that automatically delete emails or files after a specified period of time.
Preserve Backup Media. All backup tapes, disaster recovery systems, server images, and cloud storage repositories that may contain relevant documents or ESI must be preserved. Backup media must not be recycled, overwritten, degaussed, or destroyed. If GAP's backup rotation schedule would otherwise result in the overwriting or recycling of backup media that may contain relevant data, that schedule must be modified to prevent any loss of potentially relevant information.
Do Not Alter Documents. No potentially relevant documents or ESI may be modified, edited, redacted, annotated, deleted, or otherwise altered in any way. This includes the preservation of all metadata associated with electronic files. Documents should not be resaved, reformatted, or moved in a manner that would alter their metadata.
Segregate and Secure Hard-Copy Files. Where practicable, relevant hard-copy files should be gathered, segregated, and secured in a designated location. The location of all such materials should be documented and communicated to Calderwood & Harkness for future collection purposes. Hard-copy files should not be removed from the premises without prior coordination with this firm.
Personal Devices and Accounts. If any identified custodian used a personal email account, personal mobile phone, personal laptop, personal tablet, or personal cloud storage account (e.g., personal Larkspur Technologies, personal Hollowell Health IT, Meridian Systems) for any business communications with PBGC, Mr. Musgrave, or any PBGC personnel, all such communications and any related documents stored on such personal devices or accounts must be preserved. Each custodian should be reminded of this obligation and should take immediate steps to ensure that no relevant data on personal devices is deleted, whether through manual deletion, device reset, software update, or any other means.
Third-Party Custodians. If GAP has provided any relevant documents, records, or data to third parties, or if third parties independently maintain copies of relevant materials, please notify Calderwood & Harkness immediately so that appropriate preservation steps can be coordinated with those third parties. This includes, without limitation, any documents provided to or maintained by Langford & Pryce CPAs LLP (GAP's auditors), any banking institutions, commodity brokers, insurance carriers or brokers, or any other third parties who may have possession of relevant materials.
7. Duration of the Hold
This litigation hold will remain in effect until Calderwood & Harkness LLP notifies GAP in writing that the hold has been released. No oral communication or informal statement will constitute a release of this hold.
The hold applies regardless of the current status or outcome of any pre-suit settlement negotiations, demand letters, or informal resolution discussions between the parties. Even if settlement discussions appear to be progressing favorably, the hold must remain in place until formally released.
In the event that the anticipated litigation is resolved through settlement, voluntary payment, or otherwise, Calderwood & Harkness LLP will promptly issue a formal written release of the litigation hold at the appropriate time. Until such release is received, all preservation obligations described herein remain fully in effect.
8. Acknowledgment and Compliance
We request that the following steps be taken promptly to confirm compliance with this litigation hold:
(a) Acknowledgment Forms. Mr. Jennings, and each additional identified custodian, should sign and return the attached Acknowledgment of Receipt of Litigation Hold Notice (the "Acknowledgment Form"). Each custodian should receive a copy of this notice, read it in its entirety, and execute the Acknowledgment Form. Signed Acknowledgment Forms should be returned to Hannah Brinkley at Calderwood & Harkness LLP within five (5) business days of receipt of this notice.
(b) Distribution Confirmation. Please confirm in writing that this litigation hold notice has been distributed to all appropriate GAP personnel, including all identified custodians and any GAP information technology staff responsible for implementing the technical aspects of the hold.
(c) Suspension Confirmation. Please confirm in writing that all document retention and destruction programs, whether automated or manual, have been suspended as to the categories of materials and custodians identified herein.
(d) Auto-Delete Confirmation. Please confirm in writing that all auto-delete and auto-archive functions on email and other electronic platforms have been disabled for all identified custodians.
(e) Internal Coordinator. GAP should designate an internal point of contact to serve as the litigation hold coordinator, responsible for ensuring ongoing compliance with the hold, responding to questions from custodians, identifying newly discovered custodians or document sources, and liaising with Calderwood & Harkness LLP. We respectfully suggest that you, Mr. Jennings, serve in this capacity given your direct involvement in the PBGC relationship and your role as Director of Grain Operations.
Any questions regarding the scope of this litigation hold, the identification of relevant documents or custodians, or the implementation of preservation measures should be directed to Hannah Brinkley or Francesca Morano at Calderwood & Harkness LLP at the contact information provided below.
9. Consequences of Non-Compliance
We wish to emphasize the critical importance of full, immediate, and ongoing compliance with this litigation hold. Courts routinely impose severe sanctions upon parties and their counsel for the failure to preserve relevant evidence once a duty to preserve has arisen. Such sanctions may include, but are not limited to:
• Adverse inference instructions directing the jury to presume that destroyed or lost evidence was unfavorable to the party that failed to preserve it;
• Preclusion or exclusion of evidence that the non-preserving party seeks to introduce at trial;
• Monetary sanctions, including the imposition of the opposing party's costs and attorneys' fees incurred as a result of the spoliation;
• Issue sanctions establishing certain facts as proven against the non-preserving party; and
• In extreme cases, default judgment or dismissal of claims or defenses.
These sanctions may be imposed even where the destruction or loss of evidence was unintentional or resulted from the failure to suspend routine document destruction practices. Accordingly, it is essential that every individual who receives this notice take immediate and comprehensive steps to preserve all potentially relevant materials and comply fully with the obligations set forth herein.
10. Contact Information
All questions, confirmations, signed Acknowledgment Forms, and other communications relating to this litigation hold should be directed to:
Hannah Brinkley Lead Associate Calderwood & Harkness LLP 225 West Wacker Drive, Suite 4000 Chicago, Illinois 60606 Direct: (312) 555-7824
Email: hbrinkley@calderwoodharkness.com
Francesca Morano Partner (Responsible Attorney) Calderwood & Harkness LLP 225 West Wacker Drive, Suite 4000 Chicago, Illinois 60606 Direct: (312) 555-7812
Email: fmorano@calderwoodharkness.com
Please reference Matter No. 1020-00005 in all communications.
We appreciate your prompt attention to this matter and your cooperation in ensuring that GAP's preservation obligations are fully met. Please do not hesitate to contact us with any questions or concerns.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Hannah Brinkley Lead Associate Calderwood & Harkness LLP 225 West Wacker Drive, Suite 4000 Chicago, Illinois 60606
cc: Thomas R. Greenfield, Chairman and CEO, Greenfield Agricultural Partners LLC (via email) Margaret A. Greenfield-Wu, President and COO, Greenfield Agricultural Partners LLC (via email) Francesca Morano, Partner, Calderwood & Harkness LLP Samuel Eklund, Associate, Calderwood & Harkness LLP
Enclosure: Acknowledgment of Receipt of Litigation Hold Notice
ACKNOWLEDGMENT OF RECEIPT OF LITIGATION HOLD NOTICE
Greenfield Agricultural Partners LLC — Anticipated Litigation Against Prairie Basin Grain Co. and Darren K. Musgrave
Matter No.: 1020-00005
I hereby acknowledge that I have received, read, and understood the Litigation Hold Notice dated March 28, 2022, issued by Calderwood & Harkness LLP in connection with the above-referenced matter (Greenfield Agricultural Partners LLC v. Prairie Basin Grain Co. et al. — Anticipated Litigation).
By signing this Acknowledgment, I confirm and agree to the following:
1. Compliance with Preservation Obligations. I understand and will comply with all document and ESI preservation obligations described in the Litigation Hold Notice. I will take all steps necessary to ensure that no documents, communications, or electronically stored information within the scope of the litigation hold are deleted, destroyed, overwritten, modified, or otherwise altered, regardless of any existing document retention or destruction policy that might otherwise apply.
2. Identification of Additional Materials and Custodians. I will promptly notify Calderwood & Harkness LLP of any additional documents, data sources, or custodians that come to my attention that may be relevant to the anticipated litigation and that are not specifically addressed in the Litigation Hold Notice.
3. Supersession of Existing Policies. I understand that the litigation hold described in the Litigation Hold Notice supersedes any existing document retention, destruction, recycling, or purge policies of Greenfield Agricultural Partners LLC as to the categories of materials and custodians identified in the notice, and that such policies must remain suspended until Calderwood & Harkness LLP issues a written release of the hold.
4. Ongoing Obligation. I understand that this preservation obligation is ongoing and will remain in effect until I receive written notification from Calderwood & Harkness LLP that the litigation hold has been released.
5. Consequences of Non-Compliance. I understand that failure to comply with the preservation obligations described in the Litigation Hold Notice may result in severe legal consequences, including sanctions, adverse inferences, and other penalties imposed by a court.
Printed Name: ________
Title / Position: ________
Signature: ________
Date: ________
RETURN INSTRUCTIONS: Please return this signed Acknowledgment within five (5) business days of receipt to:
Hannah Brinkley, Lead Associate Calderwood & Harkness LLP 225 West Wacker Drive, Suite 4000 Chicago, Illinois 60606
Email: hbrinkley@calderwoodharkness.com
Please reference Matter No. 1020-00005 in all communications.
| Invoice Number | Invoice Date | Commodity | Quantity | Amount |
| GAP-2021-3187 | September 28, 2021 | #2 Yellow Corn | 150,000 bushels | $892,500.00 |
| GAP-2021-3244 | October 15, 2021 | #1 Yellow Soybeans | 75,000 bushels | $936,750.00 |
| GAP-2021-3301 | November 12, 2021 | #2 Yellow Corn | 200,000 bushels | $1,224,000.00 |
| GAP-2021-3358 | December 8, 2021 | #2 Yellow Corn | 120,000 bushels | $741,600.00 |
| GAP-2022-0042 | January 19, 2022 | #1 Yellow Soybeans | 80,000 bushels | $1,075,200.00 |
| Total: | $4,870,050.00 |