United States Court of Appeals

for the Fifth Circuit ____________

No. 22-20107

____________

Ramey & Schwaller, L.L.P., 

Plaintiff—Appellant,

versus

Zions Bancorporation NA, doing business as Amegy Bank, 

Defendant—Appellee.

______________________________

Appeal from the United States District Court 

for the Southern District of Texas

USDC No. 4:20-CV-2890

______________________________

Before Smith, Clement, and Wilson, Circuit Judges.

Cory T. Wilson, Circuit Judge:

As the COVID-19 pandemic ground economic activity across the 

country to a near standstill in March 2020, Congress enacted the Paycheck 

Protection Program (PPP) to help small businesses keep workers employed 

during the crisis. See Coronavirus Aid, Relief, and Economic Security Act, 

Pub. L. No. 116–136 § 1102, 134 Stat. 281, 286 (2020) (codified as amended 

at 15 U.S.C. § 636(a)(36)). PPP loans were made by participating private 

lenders but guaranteed by the federal government. Id. And PPP loans were 

fully forgivable if borrowers used the funds for certain enumerated purposes. 

See 15 U.S.C. § 636m.

United States Court of Appeals

Fifth Circuit

FILED

June 16, 2023

Lyle W. Cayce

Clerk

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No. 22-20107

2

Congress assigned implementation of the PPP to the Small Business 

Administration (SBA). SBA issued regulations outlining eligibility criteria. 

Among other things, potential borrowers must have answered “No” to 

whether “any individual owning 20% or more of the equity of the Applicant 

[was] subject to an indictment, criminal information, arraignment, or other 

means by which formal criminal charges are brought in any jurisdiction, or 

presently incarcerated, or on probation or parole.” 

When completing a PPP loan application on behalf of law firm Ramey 

& Schwaller, L.L.P., owner William Ramey answered “No” to that question. 

Based in part on that representation, Zions Bancorporation, NA, doing 

business as Amegy Bank, approved the law firm’s application and disbursed

a $249,300 loan. Later, the bank learned that Ramey had actually been 

subject to a criminal complaint accusing him of attempted sexual assault in 

Harris County, Texas. So the bank held the law firm in default and froze the 

firm’s accounts as an offset to the loan balance. 

The law firm then filed this action against the bank. Inter alia, the firm 

sought a declaratory judgment that Ramey did not answer the application 

question falsely. The bank alleged a counterclaim for breach of contract. The 

district court granted summary judgment to the bank and dismissed the law 

firm’s claims. We affirm.

I.

Ramey owned 100% of Ramey & Schwaller, a Houston law firm. On 

September 25, 2019, a criminal complaint was filed against him in state court 

in Harris County, Texas, accusing him of attempted sexual assault of a female 

employee. Finding probable cause, a Harris County magistrate judge issued 

a warrant for Ramey’s arrest on September 26. He was arrested the next day.

After arrest, Ramey made his first appearance in court. A state 

magistrate judge upheld the probable cause finding and ordered that Ramey 

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remain in custody until he posted bail. The magistrate judge also informed

Ramey that he stood accused of attempted sexual assault (a third-degree 

felony) and read him his rights. She set his bail at $20,000. Ramey posted 

bail and was released. Though his arraignment was initially scheduled for 

November 19, 2019, it was rescheduled several times, both at the request of 

Ramey’s counsel and due to COVID-19 restrictions. Eventually, in October 

2021, a grand jury failed to return a bill of indictment against Ramey.

In April 2020, while the complaint against Ramey remained pending, 

Ramey & Schwaller applied for a $249,300 PPP loan from Amegy Bank. 

Ramey completed the SBA’s PPP Borrower Application Form (the 

Application) on the law firm’s behalf. In conformance with the eligibility 

criteria for PPP loans, Question 5 on the Application asked: 

Is the Applicant (if an individual) or any individual owning 20% 

or more of the equity of the Applicant subject to an indictment, 

criminal information, arraignment, or other means by which 

formal criminal charges are brought in any jurisdiction, or 

presently incarcerated, or on probation or parole?

If an applicant answered “Yes,” it was ineligible to receive a PPP loan under 

SBA regulations. See Business Loan Program Temporary Changes; 

Paycheck Protection Program, 85 Fed. Reg. 20811, 20812 (Apr. 15, 2020) (to 

be codified at 13 C.F.R. pt. 120).1

 In response to Question 5, Ramey checked 

the box for “No.” He then signed the Application, certifying that the law 

firm was “eligible to receive a loan under the rules in effect at the time th[e] 

_____________________

1 On appeal, the parties point to sundry other provisions in later SBA PPP 

regulations and guidance documents to support their arguments. However, none of those 

are relevant because they were adopted after the law firm submitted the Application on 

April 16, 2020. Whether the firm answered Question 5 falsely depends only on the 

regulations in place at the time it completed the Application.

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application [was] submitted” and that “the information provided in th[e] 

application . . . [was] true and accurate in all material respects.”

After approval of the Application, Ramey, on behalf of the law firm, 

executed two bank-created forms to finalize the firm’s PPP loan: a Business 

Loan Agreement (the Agreement), and a Promissory Note (the Note). The 

Agreement states that the loan was only issued in “rel[iance] upon 

Borrower’s representations, warranties, and agreements as set forth in this

Agreement and any Related Documents[.]” It specifically references

“Paycheck Protection Program Application forms” as Related Documents. 

And it lists “Event[s] of Default,” including if “[a]ny warranty, 

representation, or statement made or furnished to the Lender by Borrower or 

on Borrower’s behalf under th[e] Agreement or the Related Documents is 

false or misleading in any material respect, either now or at the time made or 

furnished[.]” In case of default, the bank was allowed to declare “all 

Indebtedness immediately . . . due and payable” and “setoff all sums owing 

on the Indebtedness against any and all” of the borrower’s accounts held by 

the bank.

After Ramey signed the Agreement and the Note, the bank disbursed 

$249,300 in PPP loan proceeds to the law firm. The firm spent the funds and

began pursuing loan forgiveness. See 15 U.S.C. § 636(m).

In the meantime, Ramey had also applied for both personal and 

business lines of credit from the bank. Reviewing those applications, the bank 

ran a criminal background check on Ramey, which revealed the Harris 

County proceedings against him. Based on that disclosure, the bank notified 

the law firm in July 2020 that it “believe[d] an event of default ha[d] 

occurred” under the Agreement for the firm’s PPP loan because the firm had 

made a “false statement in the loan application” when answering Question 

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5. The bank declared the loan immediately due and exercised its right of 

setoff by freezing $249,300 held in the law firm’s bank accounts.

The bank’s actions caused ripple effects. For one, when the law firm 

applied for another PPP loan from Chase Bank, Chase denied the loan 

because of a “PPP loan issue with other lender.” For another, in April 2021, 

SBA denied the law firm’s request for loan forgiveness on the grounds that 

“the borrower was ineligible based on William Ramey[’s] false response to 

question number 5 on the loan application.” The SBA further explained that 

“[t]he response was false because William Ramey was subject to formal 

criminal charges at the time the application was made.”

II.

The law firm sued the bank in Texas state court. The bank removed 

the case to federal court based on diversity jurisdiction. In its operative 

complaint,2 the law firm sought a declaratory judgment that its PPP loan was 

not in default, as well as damages from the bank for breach of fiduciary duties, 

conversion, estoppel and quasi-estoppel, money had and received, breach of 

contract, and tortious interference with contract. The bank filed a 

counterclaim, alleging that the law firm breached the loan documents.

The law firm filed a motion for partial summary judgment on its 

declaratory judgment claim. It asked the district court to hold that the firm 

“correctly answered Question No. 5 of the SBA’s Borrower Application 

Form and [was] therefore not in default of the PPP loan[.]” The district 

court denied the firm’s motion.

_____________________

2 The law firm’s operative complaint is the fourth one it filed. But it was mislabeled 

as the “Second Amended Complaint.” The firm’s first “Second Amended Complaint” 

was filed October 2, 2020. Its second “Second Amended Complaint”—the live pleading

here—was filed April 2, 2021.

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The bank then filed its own motion for summary judgment. The bank

contended that it was entitled to judgment on the law firm’s claims because 

the answer to Question 5 was false as “Mr. Ramey was, at the very least, 

subject to means by which formal criminal charges are brought at the time he 

submitted the Loan Application[.]”3

The district court granted the bank’s motion. The court concluded 

that the law firm’s answer to Question 5 was false because “William Ramey 

was ‘subject to [a] criminal information’ at the time of the PPP loan 

application[.]” The court therefore held that the law firm’s claims against 

the bank failed. It further granted summary judgment in favor of the bank on 

the bank’s counterclaim and awarded the bank damages and attorney’s fees. 

The district court then entered final judgment.

The law firm moved for reconsideration. The district court denied 

that motion. Without vacating its prior determination, the district court 

concluded that Ramey was subject to “other means by which formal criminal 

charges are brought,” a “catch-all phrase” in Question 5 that required 

“complete candor from the Applicant.”

The law firm timely appealed the district court’s judgment and the 

denial of the firm’s motion for reconsideration.

_____________________

3 The bank lodged two alternative arguments in its motion. First, the bank asserted 

that Ramey also answered Question 5 falsely because he was subject to an arraignment, 

which had been scheduled by the state court at the time he completed the Application. 

Second, the bank contended that the law firm had defaulted by failing “affirmatively [to] 

inform [the bank] of ‘all existing or threatened’ litigation, claims, and investigations which 

could materially affect [the law firm]’s financial condition,” as required by the Agreement. 

Because the bank did not brief the first argument on appeal, it is forfeited. See Rollins v. 

Home Depot USA, 8 F.4th 393, 397 (5th Cir. 2021). And because the latter is relegated to a 

footnote in the bank’s appellate brief, it is likewise forfeited for insufficient briefing. See 

Arbuckle Mtn. Ranch of Tex., Inc. v. Chesapeake Energy Corp., 810 F.3d 335, 339 n.4 (5th Cir. 

2016).

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III.

This court reviews a summary judgment de novo, applying the same 

legal standards as the district court. Certain Underwriters at Lloyd’s, London 

v. Axon Pressure Prods. Inc., 951 F.3d 248, 255 (5th Cir. 2020). Summary 

judgment is appropriate when “the movant shows that there is no genuine 

dispute as to any material fact and the movant is entitled to judgment as a 

matter of law.” Fed. R. Civ. P. 56(a). “A genuine dispute of material fact 

exists ‘if the evidence is sufficient for a reasonable jury to return a verdict for 

the nonmoving party.’” Ahders v. SEI Priv. Tr. Co., 982 F.3d 312, 315 (5th 

Cir. 2020) (quoting Hamilton v. Segue Software Inc., 232 F.3d 473, 477 (5th 

Cir. 2000) (per curiam)). While “[w]e construe all facts and inferences in 

the light most favorable to the nonmov[ant],” Murray v. Earle, 405 F.3d 278, 

284 (5th Cir. 2005), “unsupported allegations or . . . testimony setting forth 

ultimate or conclusory facts and conclusions of law are insufficient to defeat 

a motion for summary judgment,” Clark v. Am.’s Favorite Chicken Co., 110 

F.3d 295, 297 (5th Cir. 1997). 

IV.

This case hinges on whether Ramey answered the Application’s 

Question 5 falsely. If he did, then Ramey & Schwaller defaulted on its loan,

the law firm’s claims against Amegy Bank fail, and the bank’s counterclaim 

succeeds.

In granting the bank’s summary judgment motion, the district court 

concluded that Ramey answered Question 5 falsely because he was subject to 

a “criminal information” when he completed the Application. Specifically, 

the district court determined that the criminal complaint filed against Ramey 

constituted an “information” under Texas law, thus bringing it within the 

purview of Question 5.

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On reconsideration, the district court did not retreat from its earlier 

reasoning4 but articulated a different rationale in denying the law firm’s 

motion: It concluded that Ramey’s answer to Question 5 was false because

at the time Ramey completed the Application, he was subject to “other 

means by which formal criminal charges are brought,” which the court 

construed as Question 5’s “catch-all phrase designed to elicit complete 

candor” from PPP applicants. The district court thus reasoned that the law 

firm had “forfeited [its] rights” to the PPP loan it received by “fail[ing] to 

act with complete candor” in answering Question 5.

On appeal, the law firm contends that the district court erred both in 

granting summary judgment and on reconsideration. As to the initial ruling, 

the law firm submits that the district court misconstrued Texas law in 

concluding that the complaint against Ramey was equivalent to a criminal 

information. As to reconsideration, the law firm urges that the district court

erred in its determination that Ramey was subject to “other means by which 

formal criminal charges are brought” because Question 5’s phrasing is less 

capacious than the district court held it to be.

We need not address the district court’s initial basis for granting the 

bank summary judgment—i.e., that Ramey was subject to a criminal 

information at the time the law firm applied for its PPP loan—because we 

conclude that, at the least, Ramey was subject to “other means by which 

formal criminal charges are brought” when he completed the Application. 

See Wantou v. Wal-Mart Stores Tex., L.L.C., 23 F.4th 422, 430 (5th Cir. 2022) 

(“We may affirm the district court’s grant of summary judgment on any 

ground supported by the record and presented to the district court.”

_____________________

4 The district judge who originally considered this case retired, so the motion for 

reconsideration was decided by a different district judge.

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(quotations and citation omitted)). Ramey answered Question 5 falsely either 

way. Plain meaning, the use of the word “charge” in the state court records 

from Ramey’s case, and Texas law all support our conclusion that Ramey’s 

state court proceeding falls within Question 5’s sweep.

First, plain meaning. Considering whether a contract has been 

breached under Texas law, we must give “terms their ordinary and generally 

accepted meaning unless the contract directs otherwise.” Great Am. Ins. Co. 

v. Primo, 512 S.W.3d 890, 893 (Tex. 2017). In pertinent part, Question 5 asks 

whether “any individual owning 20% or more of the equity of the Applicant 

[was] subject to . . . means by which formal criminal charges are brought.” 

The term “charge” is not defined in the Application, the Note, or the 

Agreement. But Black’s Law Dictionary defines “charge” as a “formal 

accusation of an offense as a preliminary step to prosecution.” Charge, 

Black’s Law Dictionary (11th ed. 2019). When he completed the 

Application, Ramey was subject to a formal accusation of attempted sexual 

assault and preliminary steps were being taken in state court toward 

prosecuting him. A criminal complaint had been filed against Ramey; a state 

magistrate judge had found probable cause and issued an arrest warrant; 

Ramey had been arrested and was released on bail; and his arraignment was 

scheduled. Therefore, based on the plain meaning of the word “charge,” 

Ramey was subject to “means by which formal criminal charges are brought”

when he completed the Application.

The records from Ramey’s criminal case confirm this. The criminal 

complaint against him listed attempted sexual assault as his “felony charge.” 

The state court’s docket referred to the complaint as a “charging 

instrument.” Moreover, the arrest warrant described the allegations in the 

complaint and then ordered a peace officer “to arrest the defendant and bring 

him before the court . . . to answer the above charge.” And the bail bond, 

which Ramey signed, listed “att sexual assault” as Ramey’s “charge” and 

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stated that the “condition of this bond is that the defendant has been 

charge[d] with a felony offense[.]” The bond also required that Ramey 

appear “for any an[d] all subsequent proceedings that may be had relative to 

said charge in the course of criminal actions based on said charge[.]”

Texas law likewise validates our reading of Question 5 as 

encompassing Ramey’s state proceeding. The law firm and the bank agree 

that the complaint in Ramey’s case was brought under Article 15.04 of the 

Texas Criminal Code. That statute states that an “affidavit made before the 

magistrate or district or county attorney is called a ‘complaint’ if it charges

the commission of an offense.” Texas Code of Crim. P. art. 15.04 

(emphasis added). 

The law firm’s arguments otherwise are unavailing. First, the firm 

contends that SBA’s “regulatory history” shows that “the ‘other means’ 

language was not intended to expand the scope of the exclusion to nonindictments, but to make sure that outlier states who call those documents

something else were captured.” Specifically, the law firm points to “a prePPP form for SBA loans” from 2013 that “says the reference to an 

‘information’ in the criminal exclusion is meant to be ‘a document that is 

filed in court identifying charges against a defendant’ that is ‘commonly used 

in lieu of an indictment if the subject is intending to plead guilty.’” But an 

SBA form from seven years prior explaining the inclusion of “information” 

in that document’s criminal exclusion is not relevant to the meaning of 

“charge” in the Application for PPP loans, much less sufficiently probative 

to override the plain language of the Application.

Second, the law firm contends that the canon of ejusdem generis

counsels in its favor. That canon of construction holds that “[w]here general 

words follow an enumeration of two or more things, they apply only 

to . . . things of the same general kind or class specifically mentioned.” 

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Antonin Scalia & Bryan A. Garner, Reading Law: The 

Interpretation of Legal Texts 199 (2012). Based on this canon, 

the law firm argues that “other means by which formal criminal charges are 

brought would have to be like an indictment[.]” Therefore, the firm 

suggests, because “Ramey [was] not ‘under an indictment,’ Ramey [was] not 

‘under other means.’”

Not so. Ejusdem generis only applies where “the initial terms all belong 

to an obvious and readily identifiable genus[.]” Id. The law firm contends 

that the specific terms enumerated in Question 5 all belong to the genus of 

instrumentsthat are “like an indictment,” but the firm does not explain what 

that means. In any event, the firm’s proposed genus is not at all “obvious 

and readily identifiable.” The canon of ejusdem generis therefore is not 

persuasive for the law firm’s position. 

V.

Because Ramey was, at least, subject to “means by which formal 

criminal charges are brought” at the time he completed the Application, he

answered Question 5 falsely on behalf of Ramey & Schwaller. Accordingly, 

the law firm was in default under the PPP loan documents, and the district 

court correctly entered summary judgment in favor of Amegy Bank.

AFFIRMED.

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