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IN THE UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

Prinzo & Associates, LLC, on behalf of itself and 

all others similarly situated,

Plaintiff,

v.

BMO Harris Bank, N.A.; BMO Financial Corp., a 

Delaware corporation; and Does 1-100, inclusive,

Defendants.

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Case No.: 1:20-cv-3256

Jury Trial Demanded

CLASS ACTION COMPLAINT

Plaintiff Prinzo & Associates, LLC (“Prinzo” or “Plaintiff”) brings this Class Action 

Complaint and Demand for Jury Trial against BMO Harris Bank, N.A. (“BMO Harris Bank”),

Defendant BMO Financial Corp. (“BMO Financial” and, together with BMO Harris Bank, 

“Defendants”) and Does 1 through 100, inclusive (collectively “Defendants”), seeking

compensation from Defendants, who refuse to comply with the CARES Act that requires it to 

pay out of the compensation it received for processing PPP loans, for services Plaintiff Prinzo

and a large number of other agents rendered on behalf of recipients of Small Business 

Administration (“SBA”) emergency loans. Plaintiff alleges as follows upon personal knowledge 

as to itself and its own acts and experiences, and, as to all other matters, upon information and 

belief. 
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NATURE OF THE ACTION 

1. In response to the shut-down of virtually every business across all non-essential 

industries due to COVID-19, the federal government has raced over the past few months to ease 

the impact of the shut-down on the U.S. economy. In order to keep afloat small businesses, and 

to encourage those businesses to avoid massive worker layoffs and furloughs further damaging 

the economy, Congress decided to create an economic relief program to distribute money to 

small businesses.

2. In order to distribute the money swiftly to small businesses, Congress decided to 

utilize the nation’s financial institutions to take applications and distribute the funds that would 

be fully guaranteed by the federal government. However, in order to avoid delay, Congress 

decided that the financial institutions would not be required to verify the accuracy of the 

applications. Instead, the burden to provide accurate information was put directly and solely on 

the small businesses submitting applications.

3. The applications would need to be simple and the amount of the economic relief 

would be based on historical payroll information with specific limitations. However, as the 

lenders would not be verifying the information, there would need to be a number of 

representations and certifications, and specific warnings because that failure to provide true and 

accurate information could subject the small business owner to five years in prison and a 

$250,000 fine. 

4. In order for these small businesses to be able to make timely, truthful and accurate 

applications, Congress understood that small businesses would need assistance from the nation’s 

professional accountants, tax preparers, financial advisors, attorneys, and other such agents 

normally relied upon by small businesses. 
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5. On March 27, 2020, Congress passed the SBA’s Paycheck Protection Program 

(“PPP”) which initially authorized up to $349 billion in forgivable loans to small businesses to 

cover payroll and other expenses (PPP I). After the initial funds quickly dried up, Congress 

added $310 billion additional dollars to the program (PPP II). 

6. The PPP was designed to be fast and straightforward, allowing business to apply 

through SBA-approved lenders and await approval. Once approved, lenders would be 

compensated in the form of a generous origination fee paid by the federal government, with the 

requirement that the lender would be responsible for paying the fee owed to the loan applicant’s 

agent (e.g., attorney or accountant). Both the lender and the agents were specifically forbidden 

by the PPP from charging the small business borrower any amounts for the loan or the assistance 

in preparing the application for the loan. The amount of the total compensation and the 

allocation between the lender and the agents assisting the borrowers in preparing the application 

was specifically set out in the PPP. For the majority of loans (those under $350,000), the lender 

would receive an amount equal to 5% of the loan as compensation, and if the borrower used an 

agent such as a CPA or accountant, the lender was to pay an amount equal to 1% of the loan 

amount to the agent. In other words, compensation from the federal government to the lender 

and the borrower’s agent was allocated as 80% to the lender and 20% to the CPA or attorney 

assisting the small business borrower. 

7. Defendants are part of one of the largest banking groups in North America. They 

have hundreds of branches and specialize in, inter alia, small business banking. Defendants 

reported that they successfully processed more than 10,000 applications totaling over $4.4 billion 
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in borrowed funds during the first round of funding (PPP I).

1

 Defendants also participated in the 

second phase of funding, PPP II. The average PPP loan approved by Defendants in PPP I was 

approximately $440,000. Assuming a conservative average fee of four percent, they have, 

accordingly, been allocated over $176 million in origination fees, from which they were required 

to pay the agents who assisted the borrowers in submitting applications. 

8. However, Defendants apparently decided that they do not need to complete the 

final step of the process. They have refused to pay the agents who assisted PPP loan recipients 

with their applications. Although applicable PPP regulations require Defendants to pay agents 

who assist clients with loan applications, Defendants’ practice reflects a deliberate, firm-wide 

practice that is not the result of oversight or inadvertence. Indeed, Defendants brazenly assert 

that they “will not accept applications that are prepared by or with assistance of agents.”2

 This 

refusal is harming accountants, attorneys, and other agents who dropped everything (in the midst 

of tax season) to assist their customers in filling out these vital loan applications correctly and in 

compliance with the PPP, and who were specifically only allowed to be paid for these services 

out of the compensation paid to the lender. The Defendants’ failure to pay agents is in blatant 

violation of PPP regulations stating that agent fees “will be paid by the lender out of the fees the 

lender receives from SBA.” 

9. These agents, including Plaintiff, have no other recourse for collecting fees for 

assisting borrowers on PPP loan applications because the PPP regulations delegate the 

1 BMO Harris Bank Affirms Commitment to Chicago Homeowners Impacted by the 

COVID-19 Pandemic (Press Release, Apr. 29, 2020), available at 

https://finance.yahoo.com/news/bmo-harris-bank-affirms-commitment-204100988.html (last 

visited June 1, 2020).

2 See About the SBA Paycheck Protection Program, “Who is Eligible,” available at 

https://www.bmoharris.com/main/personal/bmo-branches-coronavirus-update/ (last visited June 

1, 2020).
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responsibility for paying agents to the lenders alone. And yet, Defendants have disregarded the 

regulations and refused to pay agents who assisted small businesses in receiving PPP funds. 

10. Plaintiff has been harmed by Defendants’ practice. As a CPA firm that does 

payroll and other small business support functions, Plaintiff assisted a small business client who 

submitted an application to Defendants and was then funded through the PPP program. Based on 

information and belief, Defendants have received the 5% compensation related to that loan, but 

have not paid Plaintiff its 1% agent fee related to the loan.

11. As a result of Defendants’ acts and omissions, Plaintiff and a large number of 

others like it have been deprived of payment for their critical work in supporting their clients’ 

PPP loan applications. As such, Plaintiff brings this Class Action Complaint and Demand for 

Jury Trial in order to vindicate its rights and those of agents everywhere who are similarly 

situated, and to force Defendants to account for their blatant violation of the PPP and to pay 

agents their portion of the compensation. 

PARTIES

12. Plaintiff Prinzo & Associates is a Certified Public Accounting (“CPA”) firm 

organized under the laws of Pennsylvania, with its principal place of business located in 

McMurray, Pennsylvania. 

13. Defendant BMO Harris Bank, N.A., is a chartered national banking association 

headquartered in Chicago, Illinois. BMO Harris Bank focuses on commercial and retail lending 

from over 500 locations in numerous states around the country. BMO Harris Bank is a 

subsidiary of the Bank of Montreal, which owns BMO Harris Bank through the U.S. bank 

holding company BMO Harris Financial Corp. 
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14. Defendant BMO Harris Financial Corp. is a Delaware entity, and the U.S. holding 

company of Defendant BMO Harris Bank. BMO Harris Financial is headquartered in Chicago, 

Illinois. Together, Defendants are North America’s eighth largest bank by assets, reporting over 

$300 billion of assets as of Q1 2020. 

15. In this Complaint, references made to any act of any Defendant shall be deemed 

to mean that officers, directors, agents, employees, or representatives of the Defendants named in 

this lawsuit committed or authorized such acts, or failed and/or 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 Defendants and did so while acting within the scope of 

their employment or agency. 

16. Plaintiff is unaware of the names, identities or capacities of the Defendants sued 

as Doe Defendants 1 through 100, but is informed and believes and thereon alleges that such 

fictitiously-named defendants are responsible in some manner for the damages and unfair 

business practices and violation of rights as described herein. Plaintiff will amend this 

Complaint to state the true names, identities, or capacities of such fictitiously-named Defendants 

when ascertained.

JURISDICTION AND VENUE

17. This Court has subject matter jurisdiction over this action under the Class Action 

Fairness Act, 28 U.S.C. § 1332(d), because, as to the proposed Class and Subclasses, (a) at least 

one member of the proposed Class, which consists of at least 100 members, is a citizen of a 

different state than Defendants; (b) the claims of the proposed Class Members exceed 

$5,000,000 in the aggregate, exclusive of interest and costs, and (c) none of the exceptions under 

that subsection apply to this action.
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18. Personal jurisdiction over Defendants is proper because Defendants transact 

business in the State of Illinois, and a substantial number of the events giving rise to the claims 

alleged herein took place in Illinois. 

19. This Court has jurisdiction to grant declaratory relief under 28 U.S.C. § 2201 

because an actual controversy exists between the parties as to their respective rights and 

obligations under 85 Fed. Reg. 20816 § (4)(c) (hereinafter, the “PPP regulations”).

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

because a substantial part of the events, acts or omissions giving rise to the claim occurred in this 

judicial District, and Defendants are headquartered in this judicial District.

FACTUAL BACKGROUND

21. The spread of COVID-19 was declared a pandemic by the World Health 

Organization (“WHO”) on March 11, 2020. 

22. On March 13, 2020, President Donald Trump issued the Coronavirus Disease 

2019 (COVID-19) Emergency Declaration, which declared that the pandemic was of “sufficient 

severity and magnitude to warrant an emergency declaration for all states, territories and the 

District of Columbia.” 

23. The Federal Government expressly recognized that with the COVID-19 

emergency, “many small businesses nationwide are experiencing economic hardship as a direct 

result of the Federal, State and local public health measures that are being taken to minimize the 

public’s exposure to the virus.” 3

3 See Business Loan Program Temporary Changes; Paycheck Protection Program, 13 

CFR Part 120, Interim Final Rule (“SBA PPP Final Rule”). 
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24. The economic fallout from COVID-19, and the national response to it, was 

immediate and enormous. As “stay at home” issues were ordered by states across the nation, 

countless businesses were forced by law to overhaul their business models, scale back their 

business dramatically, or shutter–either temporarily or permanently. Business were further 

harmed as the public began to avoid all public spaces. Furloughs and layoffs were rampant in 

the private sector. 

25. On March 25, 2020, in response to the economic damage caused by the COVID19 crisis and to overwhelming public pressure, the U.S. Senate passed the Coronavirus Aid, 

Relief, and Economic Security Act, or the CARES Act. The CARES Act was passed by the 

House of Representatives the following day and signed into law by President Trump on March 

27, 2020. Amounting to approximately $2 trillion, the CARES Act was the single-largest 

economic stimulus bill in American history. 

26. Critically, the CARES Act created a $659 billion loan program for business with 

fewer than five hundred employees, called the “Paycheck Protection Program” (“PPP”)4

. The 

goal of the PPP was to provide American small businesses with eight weeks of cash-flow 

assistance, with a certain percentage forgivable if utilized to retain employees and fund payrolls. 

The loans are fully federally guaranteed and administered by the Small Business Administration 

(“SBA”).

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27. Basically, PPP loans operate more like grants if the recipient follows certain rules, 

including that at least 75 percent of the loan goes toward payroll.6

 Businesses that follow the 

4 The first phase of the PPP was for $349 billion, and when that quickly ran out, a second 

phase was funded for $310 billion.

5 Small Bus. Admin., Docket No. SBA-2020-0015, 13 CFR Part 120, Paycheck Protection 

Program 3245-AH34, Interim Final Rule, 85 Fed. Reg. 20814 § (2)(o) (Apr. 15, 2020).

6 85 Fed. Reg. 20812 § (2)(e); id. at 20813 § (2)(o).
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rules are permitted to submit a request to their SBA lender for total forgiveness. Otherwise, the 

loan matures in two years and carries a one percent interest rate.7

28. The SBA was charged with creating the PPP implementing regulations. It issued 

the first interim final rule (“Initial Rule”) on April 2, 2020, allowing businesses to begin 

applying for PPP loans with all SBA lenders on April 3, 2020. 

29. An important piece of the PPP was that applications were to be processed and 

funded on a “first-come, first-served” basis—that is, the SBA was to process applications and 

distribute funds based on the order in which they were received. This made the SBA’s list of 

approved lenders key gatekeepers in this process, which the lenders certainly understood. 

Because the PPP was to be administered only through SBA-approved lenders, and because 

applicants were applying for funds from the single pot allocated for the program, submitting an 

accurate application for a loan through the SBA-approved lender as quickly as possible was 

critical. 

30. Congress added an incentive for the SBA-affiliated lenders, knowing they would 

face a crush of PPP loan applications: for each loan processed and approved, the bank would 

receive an origination fee of five percent for loans up to $350,000; three percent for loans 

between $350,000 and $2 million; and one percent for loans between $2 million and $10 

million.8

31. With similar incentives in mind, Congress and the SBA also carved out a specific 

benefit for the countless accountants, attorneys, and advisors who would need to lead or assist 

7 Id. at 20813 § (2)(j). 

8 Id.
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their clients in preparing and filing PPP loan applications. These individuals and entities are 

referred to as “agents” in the CARES Act and PPP implementing regulations. 

32. As explained in an Information Sheet provided for “lenders,” the SBA states that

‘[a]n ‘Agent’ is 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.”9

33. In addition, the SBA Regulations provide that “Agent 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 is as follows (“Agent Fees”): one percent (1%) for loans 

up to $350,000; 0.50% for loans between $350,000 and $2 million; and 0.25% for loans between 

$2 million and $10 million.10

34. Within this context, Congress and the SBA set up a straightforward system for the 

disbursement of PPP loan funds where the applicant is assisted by an agent: (i) the agent prepares 

the application and/or necessary supporting documents for the client’s application; (ii) the client 

applies for the PPP loan through the lender; (iii) the lender submits the application to the SBA; 

(iv) the SBA approves the loan and sends the client the money, through the lender, and 

eventually pays the lender’s origination fee; and (v) the agent submits the request for fee 

9 U.S. Dep’t of Treasury, Paycheck Protection Program (PPP) Information Sheet Lenders, 

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

pdf (last accessed May 25, 2020). 

10 85 Fed. Reg. 20816 § (4)(c).
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payment to the lender with the agent’s fee based upon (a) the work performed for the client and 

(b) the caps on agent fees provided by the SBA’s PPP regulations. 

35. Unfortunately, Defendants are refusing to pay the fees of agents for their 

assistance in providing an accurate and truthful application for funding. 

36. This refusal is a company-wide policy. Indeed, Defendants assert that they “will 

not accept applications that are prepared by or with assistance of agents.”11 Defendants make no 

similar requirement of their other lending as a “preferred” SBA lender.12

37. This policy of refusal to pay to agents “Agent Fees” that are due, and that only the 

lenders are authorized to pay, stands as an immediate threat to these agents’ abilities to receive 

payment. In the midst of an unprecedented economic/pandemic crisis, this policy represents 

short-sighted profit-padding at best, and blatantly illegal conduct, at worst. 

38. This policy stands in stark contrast to Defendants’ public statements touting BMO 

Harris Bank as a “preferred” SBA lender and that it succeeded in securing SBA approval for 

$4.4 billion in total funding for more than 10,000 borrowers during the first phase of PPP 

funding.13 

39. Refusing to pay Agent Fees is also inconsistent with agreements Defendants made 

in order to become approved PPP lenders. Specifically, based on information and belief, 

11 See About the SBA Paycheck Protection Program, “Who is Eligible,” available at 

https://www.bmoharris.com/main/personal/bmo-branches-coronavirus-update/ (last visited June 

1, 2020).

12 See Loan/line of credit application, available via download link at 

https://www.bmoharris.com/main/business-banking/business-funding/sba-loans/ (last viewed 

June 1, 2020).

13 BMO Harris Bank Affirms Commitment to Chicago Homeowners Impacted by the 

COVID-19 Pandemic (Press Release, Apr. 29, 2020), available at 

https://finance.yahoo.com/news/bmo-harris-bank-affirms-commitment-204100988.html (last 

visited June 1, 2020).
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Defendants were required to execute the “CARES Act Section 1102 Lender Agreement” for each 

loan. 14 This submission requires each putative PPP lender to certify, under penalty of perjury, 

that it (i) “is in compliance and will maintain compliance with all applicable requirements of the 

[PPP], and PPP Loan Program Requirements[,]” (ii) will “service and liquidate all covered loans 

made under the Paycheck Protection Program in accordance with PPP Loan Requirements[,] and 

(iii) will “close and disburse each covered loan in accordance with the terms and conditions of 

the PPP Authorization and PPP Loan Requirements.” 

40. To the extent Defendants had to certify, at any point, that they would follow the 

PPP’s regulations in making PPP loans, they were not being truthful. Defendants’ policy to 

refuse to pay Agent Fees directly violates the PPP’s implementing regulations. 

41. It is pursuant to these representations that BMO Harris Bank was able to process 

over 10,000 PPP applications worth over $4.4 billion during just the first round of funding. 

BMO Harris Bank also processed PPP loans during the second round of PPP funding, until it 

stopped accepting new applications effective April 28, 2020. Even just among the first phase 

loans, Defendants’ average loan was approximately $440,000. Assuming a conservative average 

fee of four percent, Defendants have, accordingly, been allocated over $176 million in 

origination fees, from which they were required to pay agents. 

42. Knowing that they were required to pay agents a percentage of PPP loan 

origination fees if an agent assisted an applicant in preparing and submitting the application, 

Defendants elected not to ask borrowers whether they utilized an “agent” to assist them in the 

14 U.S. Small Bus. Admin., CARES Act Section 1102 Lender Agreement, 

https://www.sba.gov/sites/default/files/2020-04/PP--Agreement-for-New-Lenders-Banks-CreditUnions-FCS-w-seal-fillable.pdf (last accessed May 25, 2020). 
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application process and have not paid Plaintiff or similarly situated agents compensation from 

funded PPP loans. 

PLAINTIFF PRINZO & ASSOCIATES’ EXPERIENCE

43. Plaintiff Prinzo & Associates is a Pennsylvania CPA firm which has provided 

financial services to clients in sixteen different states and four different countries since 1991, 

including bookkeeping, taxation, payroll services, and financial planning and consulting for 

small businesses and individuals. In March, Plaintiff became aware that the CARES Act had 

been signed into law. Plaintiff, knowing that the COVID-19 crisis would significantly impact 

clients’ businesses, sought to obtain PPP loans through various SBA-approved lenders on behalf 

of clients. 

44. Plaintiff’s professionals spent considerable time familiarizing themselves with the 

Act and the related SBA Regulations, in particular, (a) Section 1102, which permits the SBA to 

guarantee 100% of Section 7(a) loans under the PPP, and (b) Section 1106 of the Act, which 

provides forgiveness of up to the full principal amount of qualifying loans guaranteed under the 

PPP. 

45. In or about March, April, and May, 2020, Plaintiff assisted many clients in the 

gathering and analysis of their documents, as well as the calculations and preparation of the loan 

applications. 

46. Based on the SBA Regulations, Plaintiff understood that it was not allowed to 

charge clients a fee relating to the application process. The agents were only allowed to receive 

compensation from the agents’ share of the estimated $20 billion in fees that the Federal 

Government paid the Lenders for originating the PPP loans. 
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47. For its clients, Plaintiff had the primary role in calculating the payroll information 

needed for the application, and providing the clients’ accounting information, advice, and 

documentation in support of the PPP loan application. Plaintiff will have ongoing responsibility 

for advising clients on the forgiveness of the PPP loan. 

48. Plaintiff provided all of these services to a client who obtained a PPP loan from 

BMO Harris Bank in the amount of $13,583. Based on information and belief, BMO Harris

Bank was paid or will be paid, an origination fee of $679.15, of which Plaintiff is entitled to 

$135.83 (1% of total loan amount) of that fee for its work as the agent of the borrower in 

submitting the application and documentation. 

49. Defendants did not comply with the SBA Regulations because they have not paid 

Plaintiff the agent fees to which it is entitled despite awarding PPP loans to Plaintiff’s client for 

whom Plaintiff acted as a PPP agent. Instead, Defendants retained all of the Agent Fees for 

themselves.

50. As a result of Defendants’ unlawful and unfair actions, Plaintiff and the Class 

have suffered financial harm by being deprived of the statutorily mandated compensation for the 

professional services provided to clients in assisting them with obtaining PPP loans. 

CLASS ALLEGATIONS

51. Plaintiff brings this action on behalf of itself and all others similarly situated as a 

nationwide Class, defined as follows: 

All persons and businesses who served as an agent in relation to, and 

provided assistance to a client in relation to, the preparation and/or 

submission of a client’s PPP loan application to BMO Harris Bank which 

resulted in a loan being funded under the PPP. Plaintiff further brings this 

action on behalf of a subclass of individuals defined as follows: 

Illinois Subclass. All persons and businesses in Illinois who served as an 

agent in relation to, and provided assistance to a client in relation to, the 
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preparation and/or submission of a client’s PPP loan application to BMO 

Harris Bank which resulted in a loan being funded under the PPP.

52. Excluded from this Class and Subclass (hereinafter “the Class” unless otherwise 

indicated) are: (1) any Judge or Magistrate presiding over this action and members of their 

families; (2) Defendants, Defendants’ subsidiaries, parents, successors, predecessors, and any 

entity in which Defendants or its parents have a controlling interest and its current or former 

employees, officers and directors; (3) persons who properly execute and file a timely request for 

exclusion from the Class; (4) persons whose claims in this matter have been finally adjudicated 

on the merits of otherwise released; (5) Plaintiff’s counsel and Defendants’ counsel; and (6) the 

legal representatives, successors, and assigns of any such excluded persons. 

53. Plaintiff reserves the right to expand, limit, modify, or amend this Class 

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

motion for class certification, or any other time, based upon new facts obtained during discovery. 

54. Numerosity: The Class is composed of hundreds of Agents (“Class Members”) 

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. 

55. Commonality and Predominance: There is a commonality 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: 

a. Whether Defendants’ conduct violates the CARES Act and/or its implementing 

regulations; 

b. Whether Defendants are required to compensate Plaintiff out of the origination 

fees obtained from SBA through the PPP; 
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c. Whether Plaintiff is entitled to compensation by Defendants for its work assisting 

in its client’s PPP loan application; 

d. Whether Defendants’ conduct was willful and knowing; 

e. Whether Defendants submission of completed Form 2484 constituted an 

agreement;

f. Whether Defendants breached that agreement; 

g. Whether Defendants’ conduct was pursuant to a company-wide policy or policies; 

and 

h. Whether Defendants’ conduct constitutes unjust enrichment. 

56. Superiority: This case is also appropriate for class certification because class 

proceedings are superior to all other available methods for the fair and efficient adjudication of 

this controversy given that joinder of all parties is impracticable. The damages suffered by the 

individual members of the Class will likely be relatively small, especially given the burden and 

expense of individual prosecution of the complex litigation necessitated by Defendants’ actions. 

Thus, it would be difficult and not economical for the individual members of the Class to obtain 

effective relief from Defendants’ misconduct. Even if members of the Class could sustain such 

individual litigation, it would still not be preferable to a class action, because individual litigation 

would increase the delay and expense to all parties due to the complex legal and factual 

controversies presented in this Compliant. By contrast, a class action presents far fewer 

management difficulties and provides the benefits of single adjudication, economy of scale, and 

comprehensive supervision by a single court. Economies of time, effort and expense will be 

fostered and uniformity of decisions ensured. 
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57. Typicality: Plaintiff’s claims are typical of, and are not antagonistic to, the claims 

of all Class Members, in that Plaintiff and members of the Class sustained damages arising out of 

Defendants’ uniform wrongful conduct. 

58. Adequacy: Plaintiff will fairly and adequately represent and protect the interests 

of the Class and has retained counsel with substantial experience in litigating complex cases, 

including consumer fraud and class actions. Plaintiff’s claims are representative of the claims of 

the other members of the Class. That is, Plaintiff and members of the Class sustained damages 

as a result of Defendants’ uniform conduct. Plaintiff also has no interests antagonistic to those of 

the Class, and Defendants have no defenses unique to Plaintiff. 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 have any interest adverse to other Class Members. 

59. Ascertainability: Plaintiff is informed and believes that Defendants keep 

extensive computerized records of their loan applications through, inter alia, computerized loan 

application systems and federally-mandated record-keeping practices. Defendants have one or 

more databases through which all of the borrowers may be identified and ascertained, and it 

maintains contact information, including electronic mail and mailing address. From this 

information, the existence of the Class Members (i.e., borrowers’ Agents) can be determined, 

and thereafter, a notice of this action can be disseminated in accordance with due process 

requirements.

60. Defendants have acted, and refused to act, on grounds generally applicable to the 

Class, thereby making appropriate final equitable relief with respect to the Class as a whole.

CLAIMS FOR RELIEF

COUNT I – DECLARATORY RELIEF 
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61. Plaintiff incorporates by reference each preceding and succeeding paragraph as 

though fully set forth at length herein. 

62. Plaintiff and the Class represent individuals who are “agents” as defined by the 

SBA regulations for the PPP. 

63. Plaintiff and the putative Class have assisted clients with the process of preparing 

applications, and applying for, PPP loan funds. Defendants, despite the clear command of the 

SBA’s PPP regulations, have refused to make these payments. An actual controversy has arisen 

between Plaintiff and the Class, on one hand, and Defendants on the other, wherein Defendants 

deny by their refusal to pay that they are obligated to pay Plaintiff’s and the Class’s “agent” fees 

pursuant to PPP regulations. 

64. Plaintiff and the Class seek a declaration, in accordance with SBA regulations and 

pursuant to the Declaratory Judgment Act, 28 U.S.C. § 2201, that Defendants are obligated to set 

aside money to pay, and pay third-party agents –within the SBA-approved limits—for the work 

performed on behalf of a client in relation to the preparation and/or submission of a PPP loan 

application that resulted in a funded PPP loan. 

COUNT II – BREACH OF CONTRACT, THIRD PARTY BENEFICIARY 

65. Plaintiff incorporates by reference each preceding and succeeding paragraph as 

though fully set forth at length herein. 

66. Based on information and belief, Defendants entered into an agreement with the 

SBA in connection with the loans funded in the PPP. 

67. The agreements required that Defendants would adhere to all PPP rules and 

regulations and incorporate these requirements by reference. Defendants and the SBA 
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understood that agents involved in the preparation and submission of PPP loan applications 

would need to be compensated. 

68. The SBA’s PPP regulations specifically require that PPP lenders pay the fees of 

any “agent” that assists with the PPP loan application process, within limits. 

69. Defendants understood that Plaintiff and the Class were intended beneficiaries in 

this agreement. Nevertheless, Defendants have refused to live up to their end of the bargain, and 

have uniformly refused to pay agent fees to Plaintiff and the Class. 

70. By refusing to pay agent fees in accordance with SBA regulations, Defendants are 

violating the terms of their agreement, thereby damaging Plaintiff and the Class. Plaintiff and 

the class thus ask this Court to award them damages sufficient to make them whole, and 

compensate them for work they did in preparing clients’ PPP loan application for loans that were 

funded, consequential damages, and all other damages available at law. 

COUNT III - VIOLATIONS OF THE ILLINOIS CONSUMER FRAUD AND 

DECEPTIVE BUSINESSES PRACTICES ACT 

(815 ILCS 505 et seq.)

71. Plaintiff incorporates by reference each preceding and succeeding paragraph as 

though fully set forth at length herein. 

72. The Illinois Consumer Fraud and Deceptive Business Practices Act (ICFA) 

declares unlawful any use or employment of any unfair or deceptive acts or practices in the 

conduct of any trade or commerce. 815 ILCS 505/2 et seq.

73. The SBA’s PPP regulations specifically provide that “lenders” who provide loans 

under the program will be responsible for paying “agent” fees, within prescribed limits. 
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74. Defendants have uniformly refused to pay these fees to Plaintiff and the Class. 

As a result, Defendants have engaged in unlawful conduct that has cost Plaintiff and the Class 

millions of dollars in fees, collectively.

75. Defendants have represented that they were processing SBA’s PPP loans in a 

lawful manner, consistent with the PPP laws and regulations. In refusing to pay agent fees as set 

forth in the PPP loan regulations, Defendants render these representations materially false.

76. Defendants have also engaged in “unfair” business practice through this conduct, 

as well as set forth above. 

77. Defendants’ conduct implicates consumer protection concerns generally.

78. As a direct and proximate result of the foregoing acts and practices, Defendants 

have received, or will receive, income, profits, and other benefits, which they would not have 

received if they had not engaged in the violations of the ICFA described in this Complaint. 

79. Because Plaintiff and the Class have been harmed by Defendants’ deceptive and 

unfair business practice of refusing to pay agents who assist in the preparation and submission of 

PPP loan application materials, Plaintiff asks that they be held liable for restitution, be enjoined 

from further refusing to pay such agent fees, and that Plaintiff be awarded all other such relief 

available by law. 

COUNT IV – UNJUST ENRICHMENT 

80. Plaintiff incorporates by reference each preceding and succeeding paragraph as 

though fully set forth at length herein. 

81. Unjust enrichment, or restitution, may be alleged where a Defendant unjustly 

obtains and retains a benefit to the Plaintiff’s detriment, where such retention violates 

fundamental principles of equity, justice, and good conscience. 
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82. Here, Defendants have obtained millions of dollars in benefits in the form of PPP 

loan origination fees. A portion of those fees were to be paid to agents, like and including 

Plaintiff, who assisted in their clients’ PPP loan applications. But Defendants are refusing to pay 

those fees, in contravention of PPP regulations. 

83. Principles of justice, equity, and good conscience demand that Defendants not be 

allowed to retain these agent fees. Defendants have fallen short in their duties as lenders, and 

during a crisis no less. As a result, Plaintiff and the putative Class have been unable to obtain the 

agent fees due to them. 

84. Accordingly, Defendants must disgorge the portion of any and all PPP origination 

fees that they have retained to the extent they are due to Plaintiff and the putative Class in their 

capacities as agents. 

COUNT V – CONVERSION

85. Plaintiff incorporates by reference each preceding and succeeding paragraph as 

though fully set forth at length herein. 

86. Under the SBA regulations, Plaintiff and the Class, as PPP agents, have a right to 

agent fees that must be paid from the amount of lender fees provided to Defendants for 

processing the funded PPP loan applications of Plaintiff’s client and the Class’s clients. 

87. The SBA regulations state that “[a]gent fees will be paid out of lender fees” and 

provide guidelines on the amount of agent fees that should be paid to the PPP agent, based upon 

the size of the PPP loan.

88. Additionally, the SBA regulations require that lenders, not loan recipients, pay the 

agent fees. The SBA regulations unequivocally state that “[a]gents may not collect fees from the 

applicant.”
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89. Plaintiff and the Class assisted clients with applying for PPP loans, including 

gathering and curating information necessary for completing PPP loan applications that were 

subsequently funded. Due to Plaintiff’s and the Class’s efforts, their clients were awarded PPP 

loans, through applications made with Defendants. As such, Plaintiff has a right to immediate 

possession of the agent fees. 

90. Although Plaintiff is entitled to agent fees under the SBA regulations, Defendants 

have refused to provide those fees to Plaintiff and the class, thus keeping the agent fees that were 

paid to it for purposes of being passed on to the agents. By withholding these fees, Defendants 

have maintained wrongful control over Plaintiff’s property inconsistent with Plaintiff’s 

entitlements under the SBA regulations. 

91. Defendants committed civil conversion by retaining monies owed to Plaintiff and 

Class members. 

92. Plaintiff and the Class have been injured as a direct and proximate cause of 

Defendants’ misconduct. Plaintiffs, as such, seek recovery from Defendants in the amount of the 

owed agent fees, and all other relief afforded under the law. 

PRAYER FOR RELIEF

WHEREFORE, Plaintiff Prinzo & Associates, LLC, individually and on behalf of the 

Class, respectfully prays for the following relief: 

(a) An order certifying the Class as defined above, appointing Plaintiff as the 

representative of the Class, and appointing its counsel as Class Counsel; 

(b) An order declaring that Defendants’ actions, as set out above, constitute 

unjust enrichment, conversion, breach of contract on behalf of third-party beneficiary, violate the 

ICFA, 815 ILCS 505/1 et seq., and violate the SBA’s PPP regulations; 
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(c) An award of all economic, monetary, actual, consequential, compensatory, 

and punitive damages available under the law and caused by Defendants’ conduct, including 

without limitation, actual damages for past, present and future expenses caused by Defendants’ 

misconduct, lost time and interest, and all other damages suffered, including any damages likely 

to be incurred by Plaintiff and the Class; 

(d) An award of reasonable litigation expenses and attorneys’ fees; 

(e) An award of pre- and post-judgment interest, to the extent allowable; 

(f) The entry of an injunction and/or declaratory relief as necessary to protect the 

interests of the Plaintiff and the Class; and 

(g) Such other further relief that the Court deems reasonable and just. 

Dated: June 2, 2020 Respectfully submitted,

By: /s/ Derek Y. Brandt

Derek Y. Brandt

Leigh M. Perica

MCCUNE WRIGHT AREVALO LLP

231 North Main Street, Suite 20

Edwardsville, Illinois 62025

Telephone: (618) 307-6116

Facsimile: (618) 307-6161

Email: dyb@mccunewright.com

lmp@mccunewright.com

Richard D. McCune*

Michele M. Vercoski*

MCCUNE WRIGHT AREVALO LLP

18565 Jamboree Road, Suite 550

Irvine, California 92612

Telephone: (909) 557-1250

Facsimile: (909) 557-1275

Email: rdm@mccunewright.com

mmv@mccunewright.com

Attorneys for Plaintiff and Putative Class

* Application for admission pro hac vice to be submitted
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JURY DEMAND

Plaintiff, on behalf of itself and the putative Class, demands a trial by jury on all issues so 

triable.

MCCUNE WRIGHT AREVALO LLP

By: /s/ Derek Y. Brandt

Derek Y. Brandt

Attorney for Plaintiff