)  F.N.B. CORP;  )  )  HONAT BANCORP;  )  16.  On January 21, 2020, the Center for Disease Control and Prevention (“CDC”) confirmed  the first U.S. case of a new coronavirus, also known as COVID-19.   18.  On March 11, 2020, the WHO declared that the spread of COVID-19 had become a  pandemic.   19.  On March 13, 2020, President Trump issued the Coronavirus Disease 2019 (COVID- 19) Emergency Declaration applicable to the United States, 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.”   20.  The Administration 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.”   See Business Loan Program Temporary Changes; Paycheck Protection Program, 13 CFR Part 120,  Interim Final Rule (the “SBA PPP Final Rule”).   21.  On March 25, 2020, in response to the economic damage caused by the COVID-19  crisis, the United States Senate passed the Coronavirus Aid, Relief, and Economic Security Act, the  CARES Act (P.L. 116-136). The CARES Act was passed by the House of Representatives the following  day and signed into law by President Trump on March 27, 2020. This legislation included $377 billion  in federally-funded loans to small businesses and a $500 billion governmental lending program,  administered by the United States Department of Treasury (“Treasury”) and its Small Business  Administration (“SBA”), a United States government agency that provides support to entrepreneurs and  small businesses.   23.  Without the work performed by Plaintiff and Class Members, the CARES Act violates  the United States Senate’s legislative intent. The Senate requested Treasury to “issue guidance to lenders  and agents to ensure that the … 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…, women, and  businesses in operation for less than 2 years.”1   24.  The Treasury announced on April 3, 2020, that small businesses and sole proprietors  could apply and receive loans to cover their payroll and other expenses through approved SBA Lenders.  Beginning on April 10, 2020, independent contractors and self-employed individuals could apply as  well. 2   25.  On April 24, 2020, President Trump signed the Paycheck Protection Program and  Health Care Enhancement Act (“PPPEA”). The PPPEA added $310 billion in PPP funding, bringing the  total PPP funds available to lend to $659 billion.   27.  The SBA Regulations not only include compensation for Lenders, but also agents.  Under the PPP ISL, “[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.”6   28.  Additionally, the SBA Regulations provide that “Agent fees will be paid out of the fees  the lender receives from the SBA.”7  This mandatory language makes it patently clear that the lender  will pay the agent.   29.  Further, Agents may not collect any fees from the applicant.8   31.  The SBA Regulations establish limits on Agent Fees. The SBA Regulations and  Treasury Guidance determined that the Agent Fees set forth above are reasonable given the application  requirements and the fees that Lenders receive for making PPP loans.   32.  Within this context, Defendants served as the intermediary between small businesses  and federal funds. Plaintiff served as the Agent for the small businesses applying for the PPP loans to be  lent by the Defendants and backed by the full faith and credit of the federal government.    33.  Based on information and belief, Defendants received approval from the SBA and  funded loans for numerous businesses. However, Defendants failed to pay the required compensation to  Plaintiff (the “Agents”), that facilitated the loan process between Lenders and applicants as required by  the SBA Regulations.    34.  Defendants have either failed and refused to pay, or are willing to pay only a partial  percentage of the monies owed to Plaintiff.  B. Plaintiff Assists Clients With Applying for PPP Loans Under the CARES ACT   35.  On or about March 25, 2020, Plaintiff became aware that the CARES Act had been  signed into law. Plaintiff, knowing that the COVID-19 crisis would significantly impact its clients’  businesses, sought to obtain PPP loans through various Lenders on behalf of its clients.   36.  In or about April 2020, Plaintiff assisted clients in the gathering and analysis of their  documents, as well as the calculation and preparation of loan applications.    37.  Based on the SBA Regulations, Plaintiff understood that it was not allowed to charge  its clients a fee relating to the application process. The Agents were only permitted to receive  compensation from the Agents’ share of the $20 billion in fees the Federal Government paid the Lenders  for originating the PPP loans.   39.  Plaintiff believed in good faith that it would receive the Agent Fees from the Lenders  upon funding of each of its clients’ loans under the PPP, as required by the SBA Regulations.   40.  Plaintiff demanded Agent Fees from Defendants for assisting clients with PPP loans.  Plaintiff was denied payment of Agent Fees from Defendants.   42.  As a result of Defendants’ unlawful actions, Plaintiff has suffered financial harm by  being deprived of the statutorily mandated compensation for the professional services it provided in  connection with its clients’ PPP loan applications.  43.  As noted above, Plaintiff brings this action on behalf of itself and all others similarly  situated as a state and nationwide Class, defined below.   44.  Plaintiff seeks to represent a Class composed of and defined as follows:  a. All Agents as that term is defined by the SBA Regulations that facilitated small businesses  to receive a loan under the PPP, i.e., met the criteria for eligibility and were not otherwise  ineligible, between February 15, 2020, and June 30, 2020, who timely applied for a PPP  loan through various Lenders and were processed and approved for funding.   45.  Numerosity: The Class is composed of thousands of Agents (the “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.   47.  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. 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 retain the proceeds of their misdeeds.   49.  Adequacy: Plaintiff is an adequate representatives of the Class because it is a member  of the Class, and Plaintiff’s interests do not conflict with the interests of the other Class Members that  Plaintiff seeks to represent. Plaintiff will fairly and adequately represent and protect the interests of the  other Class Members. Plaintiff has retained counsel with substantial experience in litigating complex  cases, including consumer fraud and class actions. 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.   50.  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 recordkeeping practices. Defendants have one or more databases  through which all of the borrowers may be identified and ascertained, and it maintains contact  information, including email and mailing addresses.  From this information, the existence of the Class  Members (i.e., the Agent for the borrower) can be determined, and thereafter, a notice of this action can  be disseminated in accordance with due process requirements.  56.  Plaintiff re-alleges and incorporates by reference all allegations contained in all  paragraphs above, as though set forth verbatim herein at this point.   57.  The purpose of a declaratory judgment is to declare the rights of litigants.    58.  Plaintiff assisted its clients with the application process. Defendants failed to pay Agent  Fees owed to Plaintiff as required by the SBA Regulations. Instead, they kept all of the origination and  processing fees for themselves, in direct violation of the SBA Regulations.   59.  An actual controversy has arisen between Plaintiff and Defendants regarding payment  of the Agent Fees. Upon information and belief, Defendants either deny that any Agent Fees are owed  to Plaintiff or claim that only a percentage of the Agent Fees are owed.   60.  Plaintiff and Class Members seek a declaration that: (i) Plaintiff is entitled to its Agent  Fees as outlined in the SBA Regulations; and, (ii) Defendants are and were required to pay Plaintiff its  Agent Fees out of the fees Defendants received from the SBA.  61.  Plaintiff re-alleges and incorporates by reference all allegations contained in all  paragraphs above, as though set forth verbatim herein at this point.   62.  Conversion under Pennsylvania law is the deprivation of another's right of property in, or  use or possession of, a chattel without the owner's consent and without lawful justification.   63.  Plaintiff has an immediate right to possession of its agent fees, which has been denied  by Defendants. Accordingly, conversion has occurred.  64.  Plaintiff re-alleges and incorporates by reference all allegations contained in all  paragraphs above, as though set forth verbatim herein at this point.   65.  A misappropriation of property claim refers to the application of another’s property or  money dishonestly to one’s own use.    66.  In Pennsylvania, a misappropriation claim requires that: (1) the plaintiff has made a  substantial investment of time, effort and money into creating the thing misappropriated such that the  court can characterize that thing as a kind of property right; (2) the defendant has appropriated the thing  at little or no cost, such that the court can characterize defendant's own actions as reaping where it has  not sown; and (3) the defendant injured plaintiff by the misappropriation.   67.  This is exactly what has happened to Plaintiff here. Plaintiff invested time, effort, and  money, which have been wrongfully appropriated by Defendants.  68.  Plaintiff re-alleges and incorporates by reference all allegations contained in all  paragraphs above, as though set forth verbatim herein at this point.   69.  Under Pennsylvania law, a claim of unjust enrichment must allege the following  elements: (1) plaintiff conferred a benefit on the defendant; (2) the defendant appreciated the benefit;  and (3) acceptance and retention by the defendant of the benefits, under the circumstances, would make  it inequitable for the defendant to retain the benefit without paying for the value of the benefit.   71.  Defendants have been conferred a benefit by Plaintiff, which Defendants appreciated  while accepting the benefits. Accordingly it is inequitable for Defendants to retain the benefit rightfully  belonging to Plaintiff.   72.  Defendants have unjustly benefitted through the unlawful and wrongful collection of  money from the federal government through the SBA funding PPP loan applications and continue to  benefit to the detriment and at the expense of Plaintiff and Class Members.   73.  Accordingly, Defendants should not be allowed to retain the proceeds from the benefits  conferred upon it by Plaintiff.    74.  Therefore, Plaintiff seeks disgorgement of Defendants’ unjustly acquired profits and  other monetary benefits resulting from Defendants’ unlawful conduct, and seeks restitution for the  benefit of the Plaintiff and Class Members, in a manner to be determined by the Court.  75.  Plaintiff re-alleges and incorporates by reference all allegations contained in all  paragraphs above, as though set forth verbatim herein at this point.   76.  Quantum meruit is an equitable remedy to provide restitution for unjust enrichment in  the amount of the reasonable value of services.   77.  Where unjust enrichment is found, the law implies a contract, which requires the  defendant to pay to the plaintiff the value of the benefit conferred.   78.  In this instance there can be no doubt that Plaintiff provided valuable services for which  restitution is owed. Accordingly, the law implies a contract therefor.  A. Background   Conversion   Declaratory Relief   Quantum Meruit   Unjust Enrichment  