MEYER & ASSOCIATES

NOT ATTORNEYS AT LAW

1234 Second Year Student Avenue
Lawrence, Kansas 2021

October 11, 2019

NWFP Real Estate Partnership

4321 Partnership Boulevard
Lawrence, Kansas 435763

Regarding: Expulsion of Emma Proplimb

Dear Partners of NWFP:

I am writing on behalf of my client, Emma Proplimb. As you are likely aware, Ms. Proplimb was
a partner at NWFP until four months ago when she was expelled from the partnership after eight
years as a general partner at NWFP. Ms. Proplimb believes this expulsion was done in bad faith.
Because Ms. Proplimb feels the expulsion was in bad faith, she believes she is entitled to
damages. At this point, she demands her share of the profits from the recent $12 million sale.

Ms. Proplimb believes the expulsion was in bad faith because she feels it was retaliatory. Even
though the partnership agreement provided any member could be expelled by a vote of the other
members, the partnership may not waive the duty of good faith and fair dealing. The agreement
probably defined the standard of good faith by including the moral provisions consistent with the
Muslim faith. An agreement may attempt to define the duty of good faith. However, the duty of
good faith cannot be waived. Under the law of partnership, expelling a partner in retaliation is
clearly an expulsion in bad faith.

Ms. Proplimb believes this expulsion was retaliatory because she feels it was an inappropriate
negative reaction to either the situation with Will Wrotten or her decision to vote “no” on Mr.
Wrotten’s proposed amendment a few months prior. Expelling Ms. Proplimb for her actions in
either situation is retaliatory because Mr. Proplimb acted consistently with the partnership
agreement and common business practices.

When Ms. Proplimb suspected Will Wrotten of misconduct, she acted consistently with the
partnership agreement by expressing her concerns and attempting to discover the truth. Ms.
Proplimb genuinely believed Mr. Wrotten was acting contrary to the very nature of the
partnership agreement. In other words, Ms. Proplimb had an obligation to the partnership to
express her concerns because of her fiduciary duty to the other partners. After the investigation
cleared Mr. Wrotten, the partnership could have continued as usual. However, Mr. Wrotten
chose to react negatively.

1
When the misunderstanding between Ms. Proplimb and Mr. Wrotten was resolved, instead of
moving past the awkwardness Mr. Wrotten quickly moved to amend the partnership agreement
to increase his profits. As you know, Ms. Proplimb was the only partner who voted “no” to Mr.
Wrotten’s proposed amendment. Mr. Wrotten’s was perfectly within his right to propose the
amendment even though it was in his personal interest. At the same time, Ms. Proplimb was
perfectly within her right to vote “no” because the amendment did not benefit her personal
interests. Both actions are simply business decisions. However, to expel a partner for making
such a business decision is retaliatory and thus in bad faith.

Whether Ms. Proplimb’s expulsion was based on her suspicion of Mr. Wrotten or her decision to
vote no on Mr. Wrotten’s proposed amendment is irrelevant. Either way, the partnership’s
decision to expel Ms. Proplimb after eight years was a retaliation to actions Ms. Proplimb was
perfectly in her right to perform.

Based on these events, under partnership law, Ms. Proplimb may file a claim for damages
resulting from the improper expulsion. At this point, Mr. Proplimb demands her share of the
profits from the recent $12 million sale. Ms. Proplimb believes she should still be a partner of
NWFP and thus is entitled to her equal share of the profits pursuant to the partnership agreement.

I will expect a response to this letter no later than November 1, 2019. Should you wish to discuss
this matter further or have any questions I may be reached at my offices. Please direct all
communications through me.

Sincerely,

Anna S. Meyer

Anna S. Meyer
MEYER & ASSOCIATES
NOT ATTORNEYS AT LAW
1234 Second Year Student Avenue
Lawrence, Kansas 2021