IN THE UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT OF FLORIDA

PENSACOLA DIVISION

SPORT & WHEAT CPA PA, a Florida )

corporation, individually and on behalf )

of a class of similarly situated businesses )

and individuals, )

)

Plaintiff, )

)

v. ) Case No.: ____________

)

SERVISFIRST BANK INC. , SYNOVUS )

TRUST COMPANY, NATIONAL )

ASSOCIATION and DOES 1-100, )

inclusive, ) JURY DEMANDED

)

Defendants. )

)

VERIFIED EMERGENCY CLASS ACTION COMPLAINT FOR, INTER 

ALIA, DECLARATORY AND INJUNCTIVE RELIEF

Plaintiff SPORT & WHEAT CPA PA (“Plaintiff” or “S&W”) brings this 

verified emergency class action complaint (the “Complaint”) on behalf of itself and 

those similarly situated against Defendants SERVISFIRST BANK INC. (hereinafter 

“ServisFirst”), SYNOVUS TRUST COMPANY, NATIONAL ASSOCIATION

(hereinafter “Synovus”) and DOES 1-100, inclusive (collectively with ServisFirst 

and Synovus, the “PPP Lenders”) to stop the PPP Lenders’ unlawful conduct and to 

obtain redress for all persons and businesses injured thereby. For its class action 

complaint, Plaintiff alleges as follows based upon its personal knowledge and upon 

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information and belief, including investigations conducted by its attorneys. 

Given the importance of this issue to CPA firms, attorneys and other financial 

professionals that are tirelessly and diligently working to assist PPP Lenders’ small 

business customers (“Bank Customers”) to obtain PPP loans so that the Bank 

Customers can avoid laying off literally hundreds of thousands, if not millions of 

American workers, and because the facts necessary for this Court to issue a 

temporary restraining order enjoining PPP Lenders from refusing to compensate 

PPP Agents for the critical services they are providing to implement the Paycheck 

Protection Program (“PPP”) are a matter of public record of which this Court can 

take judicial notice, S&W is respectfully requesting that this Court undertake this 

cause that is vital to the American economy and the national interest on an 

emergency basis and order expedited briefing and set a hearing on this matter as 

soon as possible.

INTRODUCTION

1. In response to the COVID-19 pandemic, Congress enacted the 

Coronavirus Aid, Relief, and Economic Security Act (hereinafter the “CARES

Act”). Among other programs, the CARES Act established the PPP which provides

emergency “loans” to small businesses. Under the CARES Act, the United States 

Small Business Administration (“SBA”) administers the PPP.

2. Although nominally labeled a “loan,” as the name “Paycheck 

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Protection Program” implies, Congress in fact intended for these PPP loans to be 

used by small businesses so that the “paychecks” of American workers would be 

“protected” during the two-month period which was projected to be the most 

economically difficult period of the pandemic crisis (as opposed to these small 

businesses shuttering and laying off their workers during such period).

3. Accordingly, the PPP provides that if a small business uses a PPP loan 

to continue paying its employees during such two-month period, all or a substantial 

portion of the PPP loan would be “forgiven.” In general, the amount of a PPP loan 

a small business could receive was therefore limited to two and half times the 

business’ monthly payroll.

4. To compensate the PPP Lenders that process the PPP loans for the 

SBA, the PPP provides for the PPP Lenders to receive a processing fee equal to a 

percentage of each loan amount. 

5. The PPP also envisioned that some Bank Customers of the PPP Lenders

would need the assistance of accountants, attorneys or other financial professionals

(“PPP Agents”) to assemble, prepare, process and file their PPP loan applications. 

To incentivize PPP Agents to provide such assistance to the Bank Customers so that 

the Bank Customers could successfully apply for and obtain PPP loans and therefore 

avoid laying off their employees, the PPP mandates that the PPP “Agent fees will 

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be paid by the lender out of the fees the lender receives from SBA.” 1

6. Conversely, in order to ensure that the PPP loan proceeds were used 

only for their intended purpose, viz., to protect the paychecks of the employees of 

the small businesses, the PPP further provides that PPP “Agents may not collect fees 

from the borrower or be paid out of the PPP loan proceeds.” 2

7. Notwithstanding the clear Congressional intent of the PPP, Defendants 

ServisFirst and Synovus (the “Named Bank Defendants”), and, on information and 

belief, other PPP Lenders, have adopted policies whereby they are refusing to pay 

fees to PPP Agents for their services assisting Bank Customers in obtaining PPP 

loans.

8. As a result of these PPP Lenders’ policies, on information and belief,

thousands of CPAs and other authorized PPP Agents—including S&W in this 

action—are not being compensated for their work.

9. These PPP Lenders’ policies are unjust and un-American and are 

unfairly discriminating against the smaller of the small business concerns contrary 

to Congressional intent because, on information and belief, such concerns are less 

financially sophisticated, are less likely to employ in-house accountants or lawyers 

and therefore would be more likely to need the services of a PPP Agent to 

1

 SBA first Interim Final Rule, issued on April 2, 2020 (the “SBA First Interim Rule”), 85 FR 20816.

2

 Id.

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successfully apply for and obtain a PPP loan. 

10. Indeed the CARES Act specifically provides that “[i]t is the sense of 

the Senate that the Administrator should issue guidance to lenders and agents to 

ensure that the processing and disbursement of covered loans prioritizes small 

business concerns and entities in underserved and rural markets, including 

veterans and members of the military community, small business concerns 

owned and controlled by socially and economically disadvantaged individuals 

(as defined in section 8(d)(3)(C)), women, and businesses in operation for less 

than 2 years.”3

BACKGROUND

11. Small businesses are the backbone of the American economy. Indeed, 

about half of the people that work in America work for a small business. These 

businesses and their employees have been hit hard due to the global COVID-19 

pandemic.

12. On March 11, 2020, the COVID-19 outbreak was characterized as a 

pandemic by the World Health Organization (WHO). Most countries of the world 

adopted travel restrictions and stay-at-home policies in order to slow the spread of 

COVID-19 and “flatten the curve” so as to not overwhelm the health industry’s 

3 15 U.S.C. §636(a)(36)(P)(iv) (emphasis supplied).

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capacity to treat patients.

13. On March 13, 2020, President Trump issued a proclamation declaring 

a national emergency concerning the COVID-19 pandemic.

14. On March 25, 2020, in response to the economic fallout of the COVID19 crisis, the United States Senate passed the CARES Act. The CARES Act passed 

the House the next day and was signed into law by President Trump on March 27, 

2020. 

15. The CARES Act established a $500 billion government lending 

program for distressed companies. Unprecedented in size and scope, the legislation 

was the largest-ever economic stimulus package in U.S. history, amounting to 10% 

of the total U.S. gross domestic product.

16. As part of the CARES Act, the Federal government created the PPP, a 

$349 billion loan program administered by the SBA for small businesses with funds 

available for loans originated from February 15 through June 30, 2020. The PPP is 

intended to provide American small businesses with eight weeks of cash-flow 

assistance through 100 percent federally guaranteed loans. The SBA is a United 

States government agency that provides support to entrepreneurs and small 

businesses. The loans were backed by the Federal Government and SBA but 

administered by private banks. One of the most important aspects of the PPP loans 

is that the terms provide criteria for loan forgiveness through a process that 

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incentivizes companies to retain, and not “lay off” employees during this crisis.

17. In exercising its authority to administer the PPP, the SBA determined 

that it was the intent of Congress in passing the CARES Act that the fees to be paid 

to PPP Lenders thereunder would be paid by the SBA. Indeed, the SBA First Interim

Rule clearly provides that the “SBA will pay lenders fees for processing PPP 

loans.”4

18. Similarly, the SBA determined that it was Congress’ intent that the PPP 

“Agent fees will be paid by the lender out of the fees the lender receives from SBA”5

and also that PPP “Agents may not collect fees from the borrower or be paid out of 

the PPP loan proceeds.”6

19. At President Trump’s signing of the CARES Act, ranking member of 

the House Small Business Committee Representative Steve Chabot (R-Ohio) 

praised the legislation as giving small businesses a great chance to reopen.7 Senator 

Marco Rubio (R-Fl), Chairman of the Senate Small Business and Entrepreneurship 

stated that the “bipartisan small business package...will provide emergency relief so 

that millions of American workers can keep their jobs and millions of small 

businesses can stay open.”8 Senate Majority Whip, Senator John Thune (R-SD) 

4

 85 FR 20816 (April 15, 2020).

5

 Id.

6

 Id.

7

 Remarks by President Trump at Signing of H.R.748, The CARES Act, 2020 WL 1485787, at *67.

8 Sen. Rubio, Press Release, 3/25/2020 https://www.rubio.senate.gov/public/index.cfm/pressCase 3:20-cv-05425-TKW-HTC Document 1 Filed 04/26/20 Page 7 of 35
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stated that the PPP loans provided by the CARES Act “will deliver relief to small 

businesses to help them and their workers weather this storm.”9

20. The United States Department of the Treasury announced that starting 

April 3, 2020, small businesses could apply for and receive loans to cover their 

payroll and other certain expenses through existing SBA lenders.10 Starting April 

10, 2020, independent contractors, single members LLCs and self-employed 

individuals could apply.11

21. Within this context, private banks (i.e., PPP Lenders) serve as an 

intermediary between small businesses (i.e., Bank Customers) and the PPP being 

administered by the SBA.

22. Like many small businesses, those businesses rely on the outside 

professional services of CPAs and other financial professionals and turned to those 

professionals to assist them in applying for PPP loans and for preparing and/or 

gathering the necessary documentation, including tax returns, payroll data and other 

financial information.

23. The SBA regulations that govern the PPP loans mandated that the loans 

releases?ContentRecord_id=D08E8A75-546A-4C56-A890-B948048E9B5C

9 Sen. Thune, Press Release, 3/25/2020 https://www.thune.senate.gov/public/index.cfm/pressreleases?ID=CA914CF0-5C3D-4A02-B6F2-84925B5467BD

10

 https://home.treasury.gov/system/files/136/PPP--Fact-Sheet.pdf

11

 Id. 

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be distributed “first come, first served.”12 

24. The financial crisis caused by COVID-19 coupled with the fact that 

PPP loans would be partially or entirely forgiven if the loans were used to keep 

American workers employed resulted in a huge demand which quickly overwhelmed 

PPP Lenders.

25. As contemplated by the CARES Act and the interim rules issued by the 

SBA, PPP Agents were authorized to assist PPP Lenders who were literally 

inundated by the demand for PPP loans. Indeed, the PPP was in such high demand 

that its initial $349 billion allotment was exhausted after just 14 days and on April 

21, 2020, Congress authorized an additional $320 billion for PPP loans. 

26. Under the SBA’s rules, a PPP Agent is defined as an “authorized 

representative and can be:

• An attorney;

• An accountant;

• A consultant;

• Someone who prepares an applicant’s application for financial 

assistance and is employed and compensated by the applicant;

• Someone who assists a lender with originating, disbursing, servicing, 

liquidating, or litigating SBA loans;

• A loan broker; or

• Any other individual or entity representing an applicant by conducting 

business with the SBA.13

12

 SBA Interim Final Rule § m. [Docket No. SBA-20200015] 13 CFR Part 120 Business Loan Program Temporary 

Changes; Paycheck Protection Program RIN 3245-AH34

13

 https://home.treasury.gov/system/files/136/PPP%20Lender%20Information%20Fact%20Sheet.pdf

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27. To compensate PPP Lenders for their services in assisting Bank 

Customers, the SBA rules provide that a PPP Lender is entitled to receive origination 

fees of 5% on loans up to $350,000; 3% on loans between $350,000 and $2 million; 

and 1% on loans between $2 million and $10 million.14 That means that a PPP 

Lender could receive up to $17,500 for processing loans up to $350,000; up to 

$60,000 for processing loans between $350,000 and $2 million; and up to $100,000 

for processing loans between $2 million and $10 million.

28. These same rules provide that a PPP Agent’s

fees will be paid out of lender fees. The lender will pay

the agent. Agents may not collect any fees from the 

applicant. The total amount that an agent may collect 

from the lender for assistance in preparing an application 

for a PPP loan (including referral to the lender) may not 

exceed:

• One (1) percent for loans of not more than 

$350,000;

• 0.50 percent for loans of more than $350,000 and 

less than $2 million; and

• 0.25 percent for loans of at least $2 million.15

(hereinafter, the “PPP Agent Fees Cap”).

29. For example, that means of the $17,500 that a PPP Lender receives 

14

 https://home.treasury.gov/system/files/136/PPP%20Lender%20Information%20Fact%20Sheet.pdf

15

 85 FR 20816 (April 15, 2020) (emphasis supplied).

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from the SBA for processing a $350,000 loan, if a PPP Lender’s Bank Customer

uses the services of a PPP Agent to prepare and file the application and supporting 

documentation, that PPP Agent must “be paid out of lender fees” but such PPP 

Agent’s fees cannot exceed $3,500 (1% of $350,000), i.e., the PPP Agent Fees Cap.

30. The Named Bank Defendants knew that their Bank Customers had 

utilized the services of S&W because when they were asked to compensate S&W 

for the services that it had rendered, each of the Named Bank Defendants stated that 

they had adopted policies to not compensate any PPP Agents. 

31. On information and belief, to avoid any legal exposure to S&W, some 

PPP Lenders have outright refused to process a PPP loan application if it is signed 

by or otherwise refers to S&W as the PPP Agent (even though such PPP Lender in 

fact knew that S&W had assisted the applicable Bank Customer with such PPP loan 

application) or they instead required the Bank Customer to use the PPP Lender’s online PPP application portal to apply for the PPP loan, but they intentionally designed 

their portal to prevent the Bank Customer from being able to designate or refer to a 

PPP Agent. Because such PPP Lenders have not affirmatively refused to pay S&W, 

they are not now being named as Defendants herein, but S&W reserves the right to 

do so if S&W later ascertains that such PPP Lenders refuse to pay S&W’s reasonable 

and customary fees (not to exceed the PPP Agent Fees Cap).

32. As the AICPA recently noted in its Special Report dated April 22, 2020, 

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CPAs and accounting firms are prohibited from collecting fees from small business 

clients they help apply for PPP loans and that “[e]very bank seems to understand the 

rules regarding agents and fees a bit differently, and some are agreeing to pay CPAs 

for assisting while others are not agreeing to pay CPAs for assisting.” 

33. Plaintiff, on behalf of itself and the proposed class (as defined below), 

seeks, inter alia, (i) a declaration from this Court that PPP Lenders must pay PPP 

Agents the reasonable and customary fees for their services from the fees paid to the 

applicable PPP Lender for a PPP loan (but not in excess of the PPP Agent Fees Cap), 

(ii) an injunction enjoining PPP Lenders from discriminating against PPP loan 

applications which involve the services of a PPP Agent, including, without 

limitation, advising Bank Customers and PPP Agents that PPP Agents may charge 

Bank Customers for preparing documents but just not for preparing and filing the 

actual 2-page PPP loan application and from refusing to accept PPP Loan 

Applications signed by, or otherwise referring to, a PPP Agent and (iii) an award of 

damages to S&W and all members of the Class for the reasonable and customary 

fees they are entitled to for assisting PPP Lenders’ Bank Customers to successfully 

apply for a PPP loan which PPP Lenders have refused to pay as described herein 

(but not in excess of the PPP Agent Fees Cap), together with the costs of suit, interest

and reasonable attorneys’ fees and any other relief this Court finds is just and proper.

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JURISDICTION AND VENUE

34. This Court has original jurisdiction over this Action under the Class 

Action Fairness Act, 28 U.S.C. § 1332(d), because this is a class action in which: 

(1) at least some members of the proposed Class have different citizenship from any 

Defendant; (2) the proposed class consists of more than 100 persons or entities; and 

(3) the claims of the proposed Class Members exceed $5,000,000 in the aggregate.

35. This Court has personal jurisdiction over Defendants because 

Defendants do business in this District and a substantial number of the events giving 

rise to the claims alleged herein took place in this District.

36. Venue is proper in this District pursuant to 28 U.S.C. § 1391(b)(2) 

because a substantial part of the events or omissions giving rise to the alleged claims 

occurred in this District given that S&W provided services to the Named Bank 

Defendants’ Bank Customers who applied for the subject PPP loans while in this 

District, and Defendants, as PPP Lenders, marketed, promoted, and accepted 

applications for PPP loans in this District.

PARTIES

37. Plaintiff S&W is a Florida corporation with its principal place of 

business in Pace, Florida. S&W is a CPA firm that provides accounting and tax 

services to the local community. S&W meets the criteria to be a PPP Agent under 

the CARES Act.

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38. On information and belief, Defendant ServisFirst is a Florida 

corporation with its principal place of business in Birmingham, Alabama, that 

provides, inter alia, banking services to individuals and businesses. On information 

and belief, ServisFirst conducts substantial business in this District either directly 

and/or through its subsidiaries and/or affiliates.

39. On information and belief, Defendant Synovus is a national banking 

association formed under the laws of the United States with its principal place of 

business in Columbus, Georgia that provides, inter alia, banking services to 

individuals and businesses. On information and belief, Synovus conducts substantial 

business in this District either directly and/or through its subsidiaries and/or 

affiliates.

40. When in this Complaint reference is made to any act of any Defendant, 

such shall be deemed to mean that officers, directors, agents, employees, or 

representatives of the Defendant named in this lawsuit committed or authorized such 

acts, or failed and omitted to adequately supervise or properly control or direct their 

employees while engaged in the management, direction, operation or control of the 

affairs of the Defendant and did so while acting within the scope of their 

employment or agency.

41. Plaintiff is unaware of the names, identities, or capacities of the 

defendants sued as Does 1-100, but is informed and believes and thereon alleges that 

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each such fictitiously-named defendant is acting as a PPP Lender and providing PPP 

loans to small businesses (i.e., Bank Customers) and is responsible in some manner 

for the damages and abridgement of rights described in this Complaint. S&W will 

amend its Complaint to state the true names, identities or capacities of such 

fictitiously-named defendants when ascertained.

FACTUAL ALLEGATIONS

42. S&W is a CPA firm located in Pace, Florida. S&W has approximately 

1,000 clients, approximately 200-250 of which are small businesses and/or sole 

proprietorships.

S&W’s Work as a PPP Agent for PPP Lenders’ Bank Customers

43. In or around March of 2020, S&W became aware that the CARES Act 

and in particular the PPP, had been signed into law. 

44. Like many CPA firms around the country, S&W realized that many of 

its small business clients and sole proprietorships could benefit from the PPP and 

likely would be applying for PPP loans and accordingly, S&W began to immediately 

study the law, regulations and rules and other written guidance being issued by 

Congress, the Treasury Department and the SBA as well as guidance being issued 

by the AICPA, banks and other recognized authorities. 

45. S&W estimates that its staff spent collectively approximately 65 man 

hours of non-billable time learning about the PPP, including, without limitation,

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studying the CARES Act and SBA interim rules, reading on-line guidance from 

institutions, such as the AICPA and articles from other accounting professionals, 

participating in on-line information sharing groups and blogs and even waking at 

3:00 am to watch an on-line webinar on the PPP before beginning the normal work 

day.

46. It was generally understood from the available literature that the 

demand for PPP loans would vastly outweigh the $349 billion that Congress had 

first appropriated for the program and that because loans would be given out on a 

“first come/first serve” basis, it was imperative to apply for PPP loans as soon as 

possible to obtain that highest chance of obtaining one.

47. S&W also initiated contact with its hardest hit small business clients to 

inform them of the PPP and advise them that if the PPP loan was used to keep its 

employees employed during the pandemic, all or a substantial portion of the PPP 

loan would be forgiven.

48. Shortly after the PPP became public, S&W was literally inundated with 

requests from its clients for assistance in applying for PPP loans, many of which 

were desperately trying to avoid laying off their employees.

49. Of its approximately 200-250 clients that could apply for a PPP loan, 

in the months of March and April, S&W assisted approximately 50 clients in 

preparing, processing and filing PPP loan applications with various PPP Lenders in 

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and about Pensacola.

50. In fact, due to the immediate demand of these clients, the fact that it 

was being projected that the $349 billion allocated for the PPP would be exhausted 

within a short period of time and that the PPP was set up on a first come/first serve 

basis, S&W’s normal accounting and tax work was substantially interrupted in order 

to immediately service its clients’ demands to apply for PPP loans and the urgency 

of doing so to obtain the best chance of obtaining them. 

51. S&W’s total billable time (to date) to assist its clients in applying for 

PPP Loans is $13,799, none of which has yet been paid by the PPP Lenders. While 

a few PPP Lenders have advised S&W that they intend to pay all or a portion of 

S&W’s fees for the services it provided to such PPP Lenders’ Bank Customers, to 

date, S&W has received nothing. 

ServisFirst

52. On or about April 2, 2020, S&W was asked by one of its small business 

clients (hereinafter “Client R”) to assist it in applying for a PPP loan. 

53. Client R is a engineering firm specializing in the design and 

manufacturing of equipment used by mechanics to repair vehicles. It is a Florida 

limited liability company with its principal place of business is in Pensacola, Florida. 

Client R qualifies as a small business and has 8 employees. Its primary bank is 

ServisFirst. 

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54. Due to the COVID-19 pandemic and the cessation of almost all of its 

business, Client R was considering furloughing a number of its workers.

55. In applying for a PPP loan with ServisFirst on behalf of Client R, S&W 

expended 6.8 hours of time preparing, processing and filing the PPP loan application 

and supporting documents resulting in billable time of $723. S&W will also be 

required to provide assistance to Client R to prepare the necessary certifications that 

are required by the CARES Act and the SBA rules for the PPP loan to be forgiven 

by the SBA (the “Back End Work”).

56. Between April 2, 2020 and April 7, 2020, S&W prepared, signed as 

PPP Agent, hand delivered and e-mailed to Client R and/or ServisFirst different 

iterations of the PPP loan applications and supporting documents, and as a result,

ServisFirst knew that S&W was acting as Client R’s PPP Agent. 

57. ServisFirst ultimately created a PPP loan application portal which they 

required Client R to use to apply for the PPP loan. On April 7, 2020, Client R filed 

its PPP loan application through ServisFirst’s portal using the information and 

documents that S&W had prepared as Client R’s PPP Agent and requested a PPP 

loan in the amount of $94,165.

58. On or about April 10, 2020, Client R received the PPP loan it had 

applied for with S&W’s assistance as PPP Agent in the amount of $94,165. Based 

on the size of this loan, ServisFirst received or will receive in accordance with the 

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SBA First Interim Rule a PPP loan processing fee of $4,708.25 (5% x $94,165) and 

from such amount, ServisFirst is required under the same SBA rule to pay S&W’s 

fees as Client R’s PPP Agent, but not more than $941.65 (1% x $94,165), i.e., the 

PPP Agent Fees Cap.

59. On or about April 17, 2020, Client R asked ServisFirst about payment 

of S&W fees as Client R’s PPP Agent. ServisFirst advised Client R that “[t]he SBA 

guidance on charging the client fees changed late in the game. The Bank has made 

a decision to not pay agents.” Client R communicated this to S&W that same day.

60. ServisFirst representation to Client R on April 17, 2020 that the SBA 

guidance “changed” is false and misleading. In fact, the SBA First Interim Rule that 

was issued on April 2, 2020 and which mandated that that the PPP “Agent fees will 

be paid by the lender out of the fees the lender receives from SBA” has, as of the 

date of this Complaint, not changed at all.

61. To date, S&W has not been compensated by ServisFirst for its services 

as Client R’s PPP Agent, and S&W has not billed or been paid by Client R for such 

services due to the SBA First Interim Rule which precludes S&W from doing so.

Synovus

62. On or about March 24, 2020, S&W was asked by another small 

business client (“Client C”) to assist it in applying for a PPP loan. 

63. Client C is a medical group with its principal place of business in 

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Pensacola, Florida that specializes in predominately elective surgical procedures. 

Client C qualifies as a small business and has 9 employees. Its primary bank is 

Synovus. 

64. Because the procedures that Client C performs for its patients are 

predominately elective procedures, Client C’s business had all but stopped due to 

the COVID-19 pandemic and it was considering furloughing its staff.

65. In applying for a PPP loan with Synovous on behalf of Client C, S&W 

expended 8.67 hours of time preparing, processing and filing the PPP loan 

application and supporting documents resulting in billable time of $893.75. S&W 

will also be required to provide assistance to Client C for the Back End Work. 

66. On or about April 1, 2020, S&W prepared a PPP loan application which 

was signed by the client and S&W as its PPP Agent. Thereafter, S&W interfaced 

with Synovus and assisted in resolving a mismatching of Client C’s name by 

Synovus that caused a delay to its PPP loan application.

67. As a result of such interactions, Synovus therefore knew that S&W was 

acting as Client C’s PPP Agent in connection with Client C’s PPP loan application.

68. On April 9, 2020, S&W asked Synovus about the payment of S&W 

fees as Client C’s PPP Agent. Synovus advised S&W that Synovus had decided that 

it would not pay PPP Agents’ fees. 

69. In fact, Synovus advised S&W that it understood that other PPP Agents 

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were being paid to gather and assemble the supporting financial information but just 

not to prepare the actual 2-page SBA PPP loan application.

70. After S&W interfaced with Synovus’ PPP team and the mismatched 

name issue was resolved, on or about April 17, 2020, Client C was finally able to 

access Synovus’ online portal to apply for a PPP loan, and Client C did so using the 

financial information and supporting documentation that S&W had prepared for it

as its PPP Agent. The application sought a PPP loan in the amount of $163,303.

71. On or about, April 21, 2020, Client C received its PPP loan in the 

amount of $163,303.

72. Based on the size of this PPP loan, Synovus received or will receive in 

accordance with the SBA First Interim Rule a PPP loan processing fee of $8,165.15

(5% x $163,303) and from such amount, Synovus is required under the same SBA 

rule to pay S&W’s fees as Client C’s PPP Agent, but not more than $1,633.03 (1% 

x $163,303), i.e., the PPP Agent Fees Cap.

73. To date, S&W has not been compensated by Synovus for its services 

as Client C’s PPP Agent and it has not billed or been paid by Client C for such 

services due to the SBA First Interim Rule which precludes S&W from doing so.

CLASS ACTION ALLEGATIONS

74. As noted above, Plaintiff brings this action on behalf of itself and a 

state-wide class, defined as indicated below.

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75. The Class Definition: All PPP Agents in the State of Florida who 

assisted PPP Lenders’ Bank Customers in obtaining PPP loans but were refused 

payment of their PPP Agents’ fees by the applicable PPP Lender.

76. Excluded from the Class are Defendants, as well as their officers, 

employees, agents, board members and legal counsel, and any judge who presides 

over this action (or spouse or family member of presiding judge), as well as all past 

and present employees, officers and directors of the Defendants.

77. S&W reserves the right to expand, limit, modify, or amend this Class

definition, including the addition of one or more subclasses, in connection with 

Plaintiffs' motion for Class certification, or at any other time, based upon, inter alia, 

changing circumstances and/or new facts obtained during discovery, including, 

without limitation, converting this case to a national class action or a multidistrict 

litigation.

78. Numerosity: The Class is composed of thousands of PPP Agents, whose 

joinder in this action would be impracticable. The disposition of their claims through 

this class action will benefit all Class Members, the parties and the courts.

79. Existence and Predominance of Common Questions of Fact and Law:

There is a well-defined community of interest in questions of law and fact affecting 

the Class. These questions of law and fact predominate over individual questions 

affecting individual Class Members, including, but not limited to, the following:

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a. Did PPP Lenders have the legal right to refuse to compensate PPP 

Agents who assist the PPP Lenders’ Bank Customers in successfully 

applying for PPP loans?

b. Did PPP Lenders have a policy and/or practice of refusing to pay PPP 

Agents for their services in assisting PPP Lenders’ Bank Customers to 

successfully apply for a PPP loan?

c. Were PPP Agents required to first reach agreement with a PPP Lender 

as to the fee the PPP Lender would pay the PPP Agent for assisting the 

PPP Lender’s Bank Customer in applying for a PPP loan in order to 

have the right to receive such fee?

d. Did the PPP Lenders’ conduct constitute “unfair or deceptive acts or 

practices in the conduct of any trade or commerce” under the Fla. Stat. 

§501.204(1)?

e. Did PPP Lenders benefit from the services that the PPP Agents 

provided to the PPP Lenders’ Bank Customers such that the PPP 

Lenders are required to compensate the PPP Agents under equitable 

principles, such as quantum meruit?

f. Whether the PPP Lenders’ conduct, as alleged herein, was intentional 

and knowing?

g. Whether Class Members are entitled to damages and/or quantum 

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meruit for the reasonable and customary value of their services as PPP 

Agents and if so, how is that to be determined;

h. Whether Class Members are entitled to be paid for the Back End Work 

from the PPP loan origination fees paid to the PPP Lenders by the SBA 

and if so, when can a PPP Agent seek payment for the Back End Work; 

and

i. Whether Plaintiffs and Class Members are entitled to an award of 

reasonable attorney's fees, pre-judgment interest and costs of suit.

80. Superiority: In engaging in the conduct described herein, Defendants 

have acted and failed to act on grounds generally applicable to Plaintiff and other 

Class Members. Such conduct requires the Court’s imposition of uniform relief to 

ensure compatible standards of conduct toward Class Members and to make 

injunctive or corresponding declaratory relief appropriate for all Class Members. A 

class action is superior to all other available means for the fair and efficient 

adjudication of Plaintiff’s and the Class Members’ claims. Few, if any, Class 

Members could afford to seek legal redress of the wrongs complained herein on an 

individual basis. Absent class action, Class Members and the general public would 

not likely recover, or have the chance to recover, damages or restitution, and 

Defendants would be permitted to unjustly retain the proceeds of their misdeeds.

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81. Typicality: Plaintiff’s claims are typical of, and are not antagonistic to, 

the claims of all Class Members. Plaintiffs and the Class Members have all been 

damaged by Defendants’ unfair and unlawful practice of refusing to compensate 

PPP Agents for their services assisting the PPP Lenders’ Bank Customers in 

applying for PPP loans as mandated by the SBA First Interim Rule, as alleged herein. 

The factual and legal bases of Defendants’ liability to Plaintiff and each Class 

Member are substantially similar, resulting in injury to Plaintiff and each Class 

Member as a result of Defendants’ actions as described herein.

82. Adequacy: Plaintiff is an adequate representative of the Class because 

it is a member of the Class and Plaintiff’s interests do not conflict with the interests 

of the Class Members that Plaintiff seeks to represent. Plaintiff will fairly and 

adequately represent and protect the interests of other Class Members. Plaintiff has

retained counsel with substantial experience in litigating complex cases. Both 

Plaintiff and its counsel will vigorously prosecute this action on behalf of the Class

and have the financial ability to do so. Neither Plaintiff nor counsel has any interest 

adverse to other Class Members.

83. Ascertainability: Plaintiff and the Class Members are informed and 

believe that because the vast majority of PPP Agents have professional licenses 

(CPAs, attorneys, and other licensed financial professionals) and are registered with 

the State of Florida and because the SBA keeps extensive computerized records of 

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their PPP loans as well as their borrowers (i.e., the PPP Lenders’ Bank Customers)

and associated PPP Lenders through, inter alia, computerized PPP loan application 

systems and Federally mandated record keeping which include contact information, 

including email and home mailing addresses, Plaintiff submits that the vast majority 

of Class Members, if not 100% of Class Members, may be identified and 

ascertained, and accordingly, notice of this action could be disseminated in 

accordance with due process requirements.

FIRST CLAIM FOR RELIEF

On Behalf of the Class

Against All Defendants

(Violation of the Florida Unfair and Deceptive Trade Practices Act)

84. Plaintiff repeats and re-alleges the allegations in Paragraphs 1 through 

83 of the Complaint as though fully set forth herein and incorporates the same by 

this reference.

85. Plaintiff asserts this cause of action on behalf of itself and members of 

the Class.

86. Section 501.204(1) of Florida Unfair and Deceptive Trade Practices 

Act (“FDUTPA”), Fla. Stat. §501.201 et seq., provides that “unfair or deceptive acts 

or practices in the conduct of any trade or commerce are hereby declared unlawful.” 

The provisions of the Act shall be “construed liberally to promote the protection” of 

the “consuming public and legitimate business enterprises from those who engage 

in... deceptive[] or unfair acts or practices in the conduct of any trade or commerce.” 

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Fla. Stat § 501.204(2) (2020).

87. Defendants were, at all times material to the allegations herein, engaged 

in “trade or commerce’ as defined by the Act. Fla. Stat. § 501.203 (2014). 

88. Defendants, as PPP Lenders, knew or should have known that many of 

their Bank Customers were not sophisticated enough and/or lacked the necessary 

accounting skills and/or did not maintain the necessary financial data, to be able to 

successfully apply for a PPP loan without the assistance of a PPP Agent.

89. Defendants also knew or should have known that their Bank Customers 

would seek the assistance and in fact did seek the assistance of CPAs, attorneys and 

other PPP Agents to assist them in applying for PPP loans with Defendants.

90. Based on the assistance from the PPP Agents, the Bank Customers 

successfully applied for PPP Loans with their PPP Lenders which were issued by 

the SBA.

91. As a result of these PPP loans, the SBA has paid the PPP Lenders the 

processing fees that are due PPP Lenders under the SBA First Interim Rule. These 

processing fees include the fees (subject to the PPP Agent Fees Cap) that that are 

due and owing to PPP Agents for their services.

92. The Defendants obtained the services of and benefits provided by the

PPP Agents to the Defendants’ Bank Customers and as a result, Defendants have 

earned substantial PPP loan processing fees, but have refused to compensate the PPP 

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Agents the reasonable and customary fees that the PPP Agents are owed for assisting 

such Bank Customers as PPP Agents as mandated by the SBA First Interim Rule

and accordingly, Defendants’ refusal to do so is an unfair and deceptive business act 

or practice.

93. Through their unfair acts and practices, Defendants have improperly 

obtained fees from the Federal government at the expense of Plaintiff and the Class. 

94. As such, Plaintiff requests that this Court cause Defendants to disgorge 

the portion of these fees that Congress intended to be used to pay PPP Agents the 

reasonable and customary fees for their services, and to enjoin Defendants from 

continuing to violate the FDUTPA as discussed herein and/or from violating the 

FDUTPA in the future, particularly because Congress has allocated an additional 

$320 billion in funds for the PPP on April 21, 2020 and a new round of PPP loan 

applications is already underway. Otherwise, Plaintiff, the Class and members of the 

general public may be irreparably harmed and/or denied an effective and complete 

remedy if such an order is not granted.

WHEREFORE, Plaintiff, individually and on behalf of the Class, prays for 

relief as follows:

a. For an order certifying the Class as defined above, appointing 

Plaintiff as Class representative for the Class, and appointing 

Plaintiff’s counsel as Class counsel for the Class;

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b. That the Court adjudge and decree that Defendants have engaged 

in the conduct complained of herein;. 

c. That the Court adjudge and decree that the conduct complained 

of in refusing to pay the reasonable and customary fees of PPP 

Agents that assist the PPP Lenders’ Bank Customers in 

successfully applying for PPP loans constitutes deceptive and 

unfair trade practices in violation of the Florida Deceptive and 

Unfair Trade Practices Act, Chapter 501, Part II, Florida 

Statutes;

d. That the Court enjoin the Defendants from further violations of 

FDUTPA;

e. That the Court enjoin the Defendants from failing to pay the 

reasonable and customary fees of PPP Agents that assist PPP 

Lenders’ Bank Customers in successfully applying for PPP loans

as required by the SBA First Interim Rule;

f. That the Court award damages (not to exceed the PPP Agent 

Fees Cap), civil penalties, attorney’s fees, prejudgment interest 

and costs to the Plaintiff for the prosecution of this action 

pursuant to Section 501.2105, Florida Statutes;

g. Award any such equitable or other relief pursuant to Section 

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501.207(3), Florida Statutes; 

h. Award such other and further relief as the Court deems just and 

proper; and 

i. Plaintiff hereby demands a jury trial.

SECOND CLAIM FOR RELIEF

On Behalf of the Class

Against All Defendants

(Unjust Enrichment)

95. Plaintiff repeats and re-alleges the allegations in Paragraphs 1 through 

83 of the Complaint as though fully set forth herein and incorporates the same by 

this reference.

96. Plaintiff asserts this cause of action on behalf of itself and members of 

the Class.

97. Plaintiff performed services for the PPP Lenders’ Bank Customers by 

assisting them in successfully preparing, processing and filing PPP loan applications

and incurred costs in that effort which also benefited Defendants.

98. Defendants knew or should have known of the services Plaintiff was 

providing as a PPP Agent to the Defendants’ Bank Customers, of the benefits those 

services provided and of Plaintiff’s expectation of being compensated the reasonable 

and customary fees for such work as provided under the SBA First Interim Rule.

99. Defendants accepted Plaintiff’s services and retained the benefit of 

those services by, inter alia, obtaining PPP loans for their Bank Customers for which 

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they received substantial fees from the SBA under the SBA First Interim Rule.

100. Defendants have been unjustly enriched as a result, and under the 

circumstances, it would be inequitable for them to retain all of SBA PPP loan 

processing fees paid to them by the SBA without paying Plaintiff for the value of its 

services as PPP Agent. In addition and/or in the alternative, under the totality of all 

of the circumstances, Plaintiff is entitled to a reasonable fee for its services as PPP 

Agent plus reimbursement of their costs.

WHEREFORE, Plaintiff, individually and on behalf of the Class, prays for 

judgment against Defendants for unjust enrichment as follows:

a. For an order certifying the Class as defined above, appointing 

Plaintiff as Class representative for the Class, and appointing 

Plaintiff’s counsel as Class counsel for the Class;

b. For an award of the reasonable value of the services provided by 

each PPP Agent and/or the amount by which Defendants were 

unjustly enriched (not to exceed the PPP Agent Fees Cap);

c. For all costs of suit;

d. For post judgment interest at the maximum legal rate;

e. For such other and further relief as deemed just and proper; 

f. For reasonable attorneys' fees; and

g. Plaintiff hereby demands a jury trial.

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THIRD CLAIM FOR RELIEF

On Behalf of the Class

Against All Defendants

(For Declaratory Relief)

101. Plaintiff repeats and re-alleges the allegations in Paragraphs 1 through 

83 of the Complaint as though fully set forth herein and incorporates the same by 

this reference.

102. Plaintiff asserts this cause of action on behalf of itself and members of 

the Class.

103. Plaintiff asserts that SBA First Interim Rule mandates that the PPP 

“Agent fees will be paid by the lender out of the fees the lender receives from SBA.” 

104. On information and belief, Defendants assert that the SBA First Interim 

Rule is discretionary and PPP Lenders have the right to choose not to compensate 

PPP Agents that assist the PPP Lenders’ Bank Customers in successfully applying 

for PPP loans.

105. There is an actual controversy between Plaintiff and Defendants 

regarding whether PPP Lenders are required under the SBA First Interim Rule to 

compensate PPP Agents as asserted by Plaintiff herein.

106. Plaintiff is entitled to a binding declaration of its rights to be 

compensated by PPP Lenders as asserted herein.

WHEREFORE, Plaintiff respectfully requests this Court to enter a 

declaration having the force of a final judgment that PPP Lenders are required to 

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pay the reasonable and customary fees of PPP Agents (not to exceed the PPP Agent 

Fees Cap) who assist a PPP Lender’s Bank Customer in successfully applying for a 

PPP loan out of the PPP loan processing fees received by such PPP Lender from the 

SBA with respect to the applicable PPP loan issued to such Bank Customer.

FOURTH CLAIM FOR RELIEF

On Behalf of the Class

Against All Defendants

(Injunction)

107. Plaintiff repeats and re-alleges the allegations in Paragraphs 1 through 

83 of the Complaint as though fully set forth herein and incorporates the same by 

this reference.

108. Plaintiff asserts this cause of action on behalf of itself and members of 

the Class.

109. PPP Lenders’ obligation to pay PPP Agents for their services is 

mandated by the SBA First Interim Rule.

110. Defendants’ conduct in refusing to pay PPP Agents for their work in

successfully assisting PPP Lenders’ Bank Customers to apply for PPP loans is 

unlawful and unjust enrichment and is causing irreparable injury to Florida small 

businesses, because PPP Agents will cease assisting such Bank Customers if they 

are not entitled to be compensated for their work. 

111. As a result, many Florida small business will not receive PPP loans and 

many will fail, causing the unemployment of thousands of Florida workers, contrary 

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to the intent of Congress in creating the CARES Act and the PPP.

112. PPP Agents, Bank Customers and indeed the public in general will be 

irreparably harmed if the PPP Lenders’ unlawful conduct is allowed to continue.

113. Plaintiff has raised sufficiently serious questions going to the merits of 

the causes of action asserted herein to make them a fair ground for litigation and the 

balance of hardships tip decidedly in Plaintiff’s and the Class’ favor. 

114. For the reasons identified above, Plaintiff and those similarly situated 

are without an adequate remedy at law absent an injunction prohibiting the PPP 

Lenders from refusing to pay the reasonable and customary fees of PPP Agents that 

perform services for PPP Lenders’ Bank Customers to successfully apply for PPP 

loans. 

WHEREFORE, Plaintiff respectfully requests this Court to enter an 

injunction ordering that PPP Lenders are enjoined and restrained from refusing to 

pay the reasonable and customary fees of PPP Agents (not to exceed the PPP Agent 

Fees Cap) who assist a PPP Lender’s Bank Customer in successfully applying for a 

PPP loan out of the loan processing fees received by such PPP Lender from the SBA 

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with respect to the applicable PPP loan issued to such Bank Customer.

JURY DEMAND

Plaintiff requests trial by jury of all claims that are so triable.

VERIFICATION

I hereby swear under penalty of perjury that the foregoing is true and correct 

to the best of my knowledge.

 /s/ John S. Wirt

Counsel for the Plaintiff

Sport & Wheat CPA PA

Dated: April 26, 2020 Respectfully submitted,

 /s/ John S. Wirt

John S. Wirt, Esq.

WIRT & WIRT, P.A.

5 Calhoun Ave, Suite 306

Destin, FL 32541

Tel: 847-323-4082

Fax: 314-431-6920

jwirt@wirtlawfirm.com

Attorneys for the Plaintiff 

Sport & Wheat CPA PA

FL Bar # 0117640 

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