(Cal. Bus. & Prof. Code § 17200, et seq.)   20.  The spread of COVID-19 was declared a pandemic by the World Health Organization  (“WHO”) on March 11, 2020.    21.  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.”     22.  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.”  2   23.  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.    24.  On March 25, 2020, in response to the economic damage caused by the COVID-19  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.      50.  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 Zions 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:   California Subclass.  All persons and businesses in California 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 Zions  which resulted in a loan being funded under the PPP.   60.  Plaintiff incorporates by reference each preceding and succeeding paragraph as though  fully set forth at length herein.     61.  Plaintiff and the Class represent individuals who are “agents” as defined by the SBA  regulations for the PPP.      62.  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.     63.  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.    64.  Plaintiff incorporates by reference each preceding and succeeding paragraph as though  fully set forth at length herein.     65.  Based on information and belief, Defendants entered into an agreement with the SBA  in connection with the loans funded in the PPP.    70.  Plaintiff incorporates by reference each preceding and succeeding paragraph as though  fully set forth at length herein.    71.  Pursuant to California Business & Professions Code § 17200, “any unlawful,  unfair…business act or practice” is prohibited in the State of California.  This statute creates a private  right of action based on any unlawful or unfair act committed in the course of business, particularly  where it provides the unlawful actor with an unfair business advantage.  Local, state and/or federal law  can serve as the basis for an “unlawful…business act or practice[.]”    72.  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.    73.  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.   77.  Plaintiff incorporates by reference each preceding and succeeding paragraph as though  fully set forth at length herein.    78.  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.     79.  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.    80.  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.    81.  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.  