Court filing
Exhibit B - Deposition of Synovus 30(b)(6) — Agent Fee Litigation (Dkt. 73.2)
Summary
Exhibit B to a filing in Sport & Wheat CPA PA v. ServisFirst Bank Inc; Synovus Bank; et al., Civil Action No. 3:20-CV-5425, in the United States District Court for the Northern District of Florida, Pensacola Division: a transcript of a deposition taken June 18, 2020 at the offices of Butler Wooten & Peak in Columbus, Georgia. The deponent is designated to testify on behalf of Synovus Bank. Counsel appearing include William F. Cash, III and John S. Wirt for the plaintiff and Philip A. Bates and Ramsey B. Prather for Synovus Bank, with counsel also appearing for ServisFirst Bank and Truist Bank. An exhibit index lists the items marked during the deposition, among them an email, text messages, a Federal Register document and a screenshot. The transcript closes with a signature page, the reporter's certificate and a blank errata sheet.
Summary drafted by a model from the document's text below and checked by script against that text before publication. It is a navigation aid, not a reading of what the document proves. Where AI is used
Full text
Steve Adams
1 IN THE UNITED STATES DISTRICT COURT
2 NORTHERN DISTRICT OF FLORIDA
3 PENSACOLA DIVISION
4 SPORT & WHEAT CPA PA, )
5 a Florida corporation, )
6 individually and on )
7 behalf of a class of )
8 similarly situated )
9 businesses and )
10 individuals, )
11 Plaintiffs, ) CIVIL ACTION NO:
12 VS. ) 3:20-CV-5425
13 SERVISFIRST BANK INC; )
14 SYNOVUS BANK; et al., )
15 Defendants. )
16
17 Deposition of Steve Adams
18 June 18, 2020
19 9:30 a.m.
20 At the offices of Butler Wooten & Peak
21 105 13th Street
22 Columbus, Georgia 31901
23 Court Reporter: Karen Hinch
24
25
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1 A P P E A R A N C E S
2
3 ON BEHALF OF THE PLAINTIFFS:
4 William F. Cash, III (Via Zoom)
5 Levin, Papantonio, Thomas,
6 Mitchell, Rafferty & Proctor, P.A.
7 316 South Baylen Street, Suite 600
8 Pensacola, FL 32502
9 bcash@levinlaw.com
10
11 John S. Wirt (Via Zoom)
12 Wirt & Wirt, P.A.
13 5 Calhoun Avenue, Suite 306
14 Destin, FL 32541
15 jwirt@wirtlawfirm.com
16 ON BEHALF OF THE DEFENDANT, SYNOVUS BANK:
17 Philip A. Bates
18 Philip A. Bates, P.A.
19 25 West Cedar Street, Suite 550
20 Pensacola, FL 32502
21 pbates@philipbates.net
22
23
24
25
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1 Ramsey B. Prather
2 James E. Butler, Jr.
3 Butler Wooten & Peak, LLP
4 105 13th Street
5 Columbus, GA 31901
6 ramsey@butlerwooten.com
7 james@butlerwooten.com
8
9 Antonio M. Haynes (Via Zoom)
10 Paul J. Nathanson (Via Zoom)
11 Davis Polk & Wardwell, LLP
12 450 Lexington Avenue
13 New York, NY
14 antonio.haynes@davispolk.com
15 paul.nathanson@davispolk.com
16
17 ON BEHALF OF THE DEFENDANT, TRUIST BANK:
18 Cheryl L. Haas (Via Zoom)
19 McGuire Woods
20 1230 Peachtree Street, N.E., Suite 2100
21 Atlanta, GA 30309
22 chaas@mcguirewoods.com
23
24
25
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1 ON BEHALF OF THE DEFENDANT, SERVISFIRST:
2 Sara Anne Ford (Via Zoom)
3 Lightfoot Franklin & White
4 400 20th Street North
5 Birmingham, Alabama 35203
6 sford@lightfootlaw.com
7
8 ALSO APPEARING:
9 Jill Sport (Via Zoom)
10 Tim Wheat (Via Zoom)
11
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1 I N D E X
2 Page:
3 Examination by Mr. Cash 6
4
5
6
7 EXHIBIT INDEX
8 Marked:
9 Exhibit E4 May 25, 2020 email 43
10 Exhibit L1 Email (Weaver and Barton) 110
11 Exhibit L2 Text messages 116
12 Exhibit L3 Federal Register 4-15-2020 83
13 Exhibit S1 Screenshot 136
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1 COURT REPORTER: Will all parties
2 present please put their appearances on the
3 record?
4 MR. BATES: Philip Bates for
5 Synovus Bank.
6 MR. PRATHER: Ramsey Prather for
7 Synovus Bank.
8 MR. WIRT: John Wirt for Sport &
9 Wheat, the plaintiff.
10 MR. CASH: Bill Cash for Sport &
11 Wheat.
12 MR. NATHANSON: Paul Nathanson
13 from Davis Polk for Synovus Bank.
14 MS. FORD: Sara Ford for
15 ServisFirst Bank.
16 MS. HAAS: This is Cheryl Haas
17 for Truist Bank.
18 MR. HAYNES: Antonio Haynes for
19 Synovus Bank.
20 STEVE ADAMS,
21 being first duly sworn, was examined and
22 testified as follows:
23 DIRECT EXAMINATION
24 BY MR. CASH:
25 Q I'm not sure who the witness is.
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1 I didn't catch your name.
2 A Steve Adams with Synovus Bank.
3 Q All right. Nice to meet you.
4 I'm Bill Cash.
5 Before we get into too much of
6 the details here, I want to ask have you
7 ever given a deposition before and do you
8 know the rules of the road with this?
9 A It is my first deposition, but I
10 think I understand the rules.
11 COURT REPORTER: Can we go off
12 the record to adjust the volume?
13 MR. CASH: Sure.
14 (Off the record.)
15 Q (By Mr. Cash) Okay. Mr. Adams,
16 thanks for appearing. I understand that you
17 are designated as the witness to testify on
18 behalf of the bank. And I trust that you
19 have been shown the deposition notice that
20 identifies the topics that you're going to
21 be testifying on.
22 A Yes.
23 Q Okay. And have you read through
24 those topics and do you feel prepared to
25 testify as to those particular topics?
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1 MR. BATES: Saving except for the
2 ones we have objected to.
3 A Yes.
4 Q (By Mr. Cash) Okay. Mr. Adams,
5 I'm sure your counsel's explained this to
6 you, but I just figure I will do it as well.
7 The process for taking deposition is I ask a
8 question. They may have the right to object
9 or object to form. Any of the people on
10 this call might object to form. And then
11 you answer it. And everybody appreciates if
12 you let me finish the question, let them
13 finish the objections, and then give the
14 answer. It's -- people tend to often try to
15 jump the gun or just go ahead and answer.
16 Let's have a clean record and leave time for
17 people to say what they're going to say in
18 the right order.
19 Who is in the room with you
20 there? Just the people -- is everybody in
21 the room the people who put their
22 appearances on, or is there anybody else?
23 A There is nobody else in the room.
24 Q Okay. And you understand that
25 while we're taking this deposition you may
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1 have breaks. And you understand you're not
2 to confer with the attorneys about the
3 subject matter of the deposition while we're
4 taking the breaks. Do you understand that?
5 A Sure.
6 Q Good. All right. I'm going to
7 be asking you a series of questions, and I'd
8 like to ask if you'll agree with me that if
9 there's any question I ask you that you
10 don't understand, you will stop me and say
11 that you don't understand it before going
12 forward giving an answer. Is that an
13 agreement we can have?
14 A Yes.
15 Q Okay. And then therefore can we
16 also agree that if you do answer a question,
17 I can assume and rely on the fact that you
18 did understand the question before giving
19 the answer?
20 A Yes.
21 Q Okay. And you're familiar with
22 the subject matter in this case I assume.
23 Can you tell me just generally what's your
24 understanding what this case is about?
25 A My understanding of this case is
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1 around the payment of agent fees for
2 paycheck protection loans.
3 Q Okay. And looking at the -- I'm
4 looking at the notice, but let me just go
5 through the notice, if that's okay, and just
6 ask if you're prepared on each particular
7 topic. And if you are, how you're prepared
8 on those topics. So I'll just read this
9 out.
10 So one of the topics we have is
11 about the facts and the circumstances
12 regarding the bank's implementation of the
13 PPP loan program. Are you prepared to
14 testify on that?
15 MR. PRATHER: Bill, that's one of
16 the topics that we've objected to. So, no,
17 the witness is not prepared to testify
18 regarding that topic.
19 Q (By Mr. Cash) Okay. Well,
20 Mr. Adams, do you know anything about that
21 topic?
22 A I do know some things about that
23 topic, yes.
24 Q Okay. And how are you in a
25 position to know that?
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1 A In my role as the chief
2 commercial banking officer of Synovus, I am
3 responsible for our SBA team as well as
4 other commercial banking products. So I was
5 involved in interpreting and implementation
6 of the Paycheck Protection Program.
7 Q Okay. One of the other topics we
8 have is the person at the bank responsible
9 for setting the bank's policies regarding
10 PPP.
11 Are you prepared to testify about
12 that?
13 A Yes.
14 Q Okay. And how are you prepared
15 to testify about that?
16 A I am aware of what our policies
17 and procedures were around the Paycheck
18 Protection Program and in some cases
19 involved in discussions about those policies
20 and procedures.
21 Q Okay. Are you that person who
22 set the policies for the PPP?
23 A There is not one single person
24 that was responsible for setting policies
25 and procedures about PPP.
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1 Q Okay. All right. We will get
2 into that a little more. I understand.
3 Let's see. Well, one of our
4 topics is the decision not to pay fees to
5 PPP agents, including my client, Sport &
6 Wheat.
7 Are you prepared to testify about
8 that and how so?
9 MR. PRATHER: Mr. Cash, again, we
10 haven't objected to that topic except to the
11 extent that the information sought is not
12 covered by the attorney/client privilege or
13 work product protection as you have in our
14 written objection. So I just wanted to make
15 that clear.
16 MR. CASH: That's fine. If we
17 get into anything that's privileged,
18 obviously, you know, assert the privilege
19 and we'll deal with it.
20 Q (By Mr. Cash) Mr. Adams, are you
21 prepared to discuss that topic? How are you
22 prepared?
23 A Yes. I'd be prepared just in
24 that I, again, similar to other policies and
25 procedures about the program, was involved
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1 in discussions about that decision as well
2 as other policy and procedure decisions with
3 the program.
4 Q Okay. And so were you personally
5 involved in the decision to not pay agents
6 in general?
7 A Yes.
8 Q Okay. And then were you
9 personally involved in the decision not to
10 pay Sport & Wheat?
11 MR. BATES: Object to work
12 product. If you want to confine it prior to
13 the suit being filed.
14 MR. CASH: Yeah, sure.
15 MR. BATES: Okay.
16 A There was no specific decision to
17 not pay Sport & Wheat that I've been able to
18 determine or be aware of.
19 Q (By Mr. Cash) Okay. Let me ask
20 you this. Had you ever heard of Sport &
21 Wheat before this case got filed?
22 A I have not.
23 Q Okay. So if you do know anything
24 about Sport & Wheat today, it's because you
25 prepared for this deposition in part?
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1 A I'm sorry. Can you repeat that
2 question?
3 Q We will get into it.
4 A Okay.
5 Q We can deal with that later.
6 We have several topics in Part II
7 that's called "Sport & Wheat," and
8 specifically -- I'm not going to read every
9 word here. You've read it. But we asked
10 about the communications the bank had with
11 Sport & Wheat, any communications inside the
12 bank about Sport & Wheat, transactions Sport
13 & Wheat participated in, and so on.
14 Are you prepared to testify about
15 all of these topics?
16 A Yes.
17 Q Okay. And if you did not know
18 about Sport & Wheat prior to the case being
19 filed, can I infer that you prepared for
20 these topics because you were nominated to
21 be the witness to testify here on behalf of
22 the company, the bank?
23 A Yes.
24 Q So what did you do to get ready
25 to be in a position to testify about these
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1 topics in Part II?
2 A So I read the relevant documents;
3 the motion, the complaint, the motion,
4 familiarized myself with, you know,
5 communications about the program; what our
6 policy decisions were, things like that.
7 Q Okay. Did you interview anybody
8 or call anybody and say, Hey, I'm giving
9 this deposition. You know about Sport &
10 Wheat, I don't. Would you tell me what the
11 company knows so I can be in a position to
12 talk about it?
13 A No.
14 Q You didn't interview or talk to
15 any person in particular to get ready for
16 this?
17 A Other than counsel, no.
18 Q Okay. All right. You said you
19 referred -- you reviewed communications.
20 Did you review communications that were with
21 Sport & Wheat in specific or did you just
22 review general communications of the bank's?
23 A General communications of the
24 bank's and two communications regarding
25 Sport & Wheat that do not seem to be in
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1 regards to the Paycheck Protection Program.
2 Q What were they?
3 A Emails from Sport & Wheat
4 providing tax returns of conceivably a
5 client, a mutual client, without reference
6 to the purpose that they were being
7 provided.
8 Q Okay. One of the topics we would
9 like you to testify on is the value of Sport
10 & Wheat's services to the bank.
11 Are you in a position to testify
12 about that?
13 A I'm not sure because I'm not
14 aware of any specific services provided by
15 Sport & Wheat to the bank.
16 Q But to be clear -- okay. All
17 right. I can figure that out.
18 And then our last part is about
19 the portal that was designed to accept PPP
20 applications.
21 Are you prepared to testify about
22 that? And if so, how did you get prepared?
23 What will you be able to say about that?
24 MR. PRATHER: And, Bill, you've
25 got our written objections in front of you
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1 I'm sure. Topic III(A) we have objected to.
2 So the witness is not prepared to discuss
3 that topic.
4 MR. CASH: Well, let's hear what
5 he does know, what he is prepared to testify
6 about.
7 A So I'm aware of our portal, how
8 it -- the components of it, the language
9 that's there, the questions that are asked,
10 that sort of thing.
11 MR. CASH: Okay. All right. So
12 I've admitted the -- people from Sport &
13 Wheat are now on the video and are going to
14 participate as well just to watch. I just
15 wanted to let you guys know that.
16 MR. PRATHER: Can we go off the
17 record for a second?
18 (Discussion off the record.)
19 Q (By Mr. Cash) Mr. Adams, you're
20 testifying in a corporate capacity, but just
21 to help me understand a little better who
22 you are and why you've been selected as the
23 designee, do you mind answering a few
24 questions about yourself personally? I'd
25 just like to know -- I'm not trying to get
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1 into too much detail but just want to figure
2 out who you are.
3 Could you tell me a little bit
4 about your educational background first of
5 all? College, that sort of things?
6 A Sure. I graduated high school
7 from Vestavia Hills High School in
8 Birmingham. I went to a year and a half of
9 school at Samford and transferred to Auburn
10 University where I graduated with an
11 undergraduate degree in finance.
12 Since that time I have had other
13 banking training, a banking school program.
14 No master's degree.
15 Q And is Synovus your first job as
16 a banker?
17 A I worked at a credit union in
18 college for a year or two, more of an
19 internship-type thing, and then began with
20 our management training program at Synovus
21 and have been there since.
22 Q Okay. When did you start there?
23 A December of 2003, so 16 and a
24 half years.
25 Q And continued from then to now?
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1 A Yes.
2 Q All right. And you told me
3 you're the chief commercial banking officer
4 currently?
5 A That's correct.
6 Q Okay. Could you position
7 yourself in the hierarchy I guess from the
8 top, like what levels there might be from
9 your CEO down to where you are?
10 A If it's okay, I'll go the other
11 way. So I report to our chief community
12 banking officer, who is a -- he is a line of
13 business leaders responsible for commercial
14 banking -- meaning me -- our retail branch
15 banking, and our private wealth banking. He
16 then reports to our president and chief
17 operating officer, who then reports to the
18 CEO.
19 Q Okay. I think I understand. So
20 then who reports to you?
21 A I have responsibility for our SBA
22 team. So are you asking for individual
23 names or roles?
24 Q I think roles.
25 A Yeah. So our director of SBA
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1 lending reports to me. Our head of
2 commercial payments, meaning credit card
3 programs on the commercial business side
4 reports to me. I have a role that is
5 director of community banking who is a --
6 kind of runs our sales program and
7 reporting, does some analysis. And I have a
8 lady who is -- that reports to me that
9 manages our commercial support program, so
10 our commercial assistance. Those commercial
11 assistants do not directly report to her,
12 but she has dotted-line responsibility, sets
13 their procedures and programs, things like
14 that.
15 Q Okay. All right. So if I heard
16 you right, director of SBA lending is just
17 one of the several programs that you have?
18 A That's correct.
19 Q You're not just an SBA guy?
20 A That's correct.
21 Q Okay. How many people would you
22 say are under the director of SBA lending?
23 A Between 30 and 40.
24 Q Okay. And what kinds of roles
25 are we talking about there?
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1 A Those roles would be our SBA --
2 what we call SBA lenders, the individuals
3 who make -- who are relationship managers,
4 for lack of a better term, for 7(a) loans.
5 They internally support our clients across
6 all markets when there is a specific SBA
7 need. They're kind of subject matter
8 experts.
9 And then there's a support team,
10 the packagers, closers, servicing team that
11 has knowledge of the SBA programs and how to
12 originate and service that portfolio.
13 Q -- okay. And when the PPP was
14 passed into law in late March, would you say
15 that this team, this SBA lending team you've
16 just described, was the only team
17 responsible for dealing with the PPP or
18 did -- or are there other people in the bank
19 that also had responsibilities for the PPP?
20 A There were other people in the
21 bank that had responsibility.
22 Q Okay. Well, tell me -- would you
23 tell me about those?
24 A Sure. Our credit team would have
25 been heavily involved. Our -- we would have
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1 individuals from our legal team to help us
2 read and understand the legislation. We
3 would have had a number of bankers involved
4 in supporting the review and processing of
5 those loans. We had our operations and
6 technology teams involved in helping
7 establish the operational processes, the
8 portal. And we would have had marketing and
9 communications involved in communicating
10 with clients and our team members about the
11 program, among some others.
12 Q Okay. Is there one single person
13 who is responsible for dealing with the PPP
14 at a policy level?
15 A No.
16 Q Okay. So who are the people who
17 have made the policy decisions around the
18 PPP? And I will narrow it just to the
19 decision about paying agents or not paying
20 agents.
21 A Sure. So in general regarding
22 the program, I would say the senior leaders
23 of those areas I just described, so myself
24 from a commercial banking perspective within
25 our community bank. Joseph Shuford, that
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1 works for me that is our head of SBA, was
2 heavily involved as well. Matt Paluch
3 that's in our wholesale bank -- our
4 wholesale banking unit does not report to
5 me. That is a group that does more
6 corporate, larger revenue business lending
7 and larger specialty businesses. Their
8 client segment was involved, so they would
9 have been represented in that group. Our
10 legal team would have had involvement in
11 that. And then risk and credit would have
12 been involved. And I would say there's
13 probably a group of seven or eight people,
14 if you think about that type of leadership
15 level, that formed a steering committee that
16 reviewed the CARES Act and how we would
17 likely need to operationalize the program.
18 And then we would have involved -- in some
19 decisions we would have made recommendations
20 to our executive team when necessary for
21 feedback, and that would be the group
22 involved.
23 Q Okay. And everybody you just
24 named specifically would have been involved
25 in making the decision to pay or not pay the
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1 PPP agents?
2 A There would have been -- yes. So
3 our executive team broadly would have been
4 involved in that decision as well.
5 Q Tell me, when was that decision
6 actually made?
7 A I would say that decision was
8 made at some point the week between March
9 27th and April 3rd. I don't know that I can
10 say the specific date, but probably the
11 first or second of April.
12 Q How was that decision reached?
13 A It would be just our review of
14 the overall business process that was
15 established considering what would be
16 helpful and useful or not for our clients in
17 the process and, you know, reading the CARES
18 Act itself, IFRs, FAQs, and ultimately
19 making a decision around what would be
20 necessary and helpful in the process.
21 Q Okay. Let me ask you, are you
22 guys working from home the way half of
23 America is right now?
24 A We are.
25 Q Okay. So are you -- when you
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1 made this decision on maybe April 1st or
2 2nd, whenever it was, physically how did
3 that happen? Was that on a Zoom call like
4 this? Was that by email? Was it in person?
5 You know, can you tell me specifically how
6 it was reached?
7 A It would have been on a
8 conference call.
9 Q Okay. Did you guys have regular
10 conference calls during that time? Like a
11 9:00 call where you discussed issues on PPP,
12 or how do you know it was a conference call?
13 A Well, I mean, yes, we had regular
14 scheduled calls, update calls about the
15 program, read-out type meetings where
16 progress updates are given on a number of
17 different work task items. And then there
18 would certainly be unscheduled calls if
19 there were issues to discuss or decisions
20 that needed to be made in a very quick
21 manner. Those would be scheduled -- you
22 know, set up on an unscheduled basis to talk
23 through some of those items.
24 Q And on those calls, is that --
25 who's participating on those calls? Is this
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1 the list of people that you gave five
2 minutes ago or so?
3 A On some. I would not say it's
4 always that entire group. On some of these
5 issues it may be that it's more of the
6 business and legal group that needed to
7 weigh in and talk in more detail about a
8 specific issue. So I would not say it's
9 always the same group of people.
10 Q Okay. Do you remember
11 specifically who had input into the agent
12 decision? I'm talking people's names.
13 A Yeah. Yes. I can recall some
14 people involved in that decision. It would
15 be -- I was certainly on some of those calls
16 and discussions. Our kind of lead
17 administrator, kind of project manager guy,
18 Jason Ninas, whose name I didn't mention
19 before, he's the -- he also reports to our
20 president and chief operating officer, kind
21 of a project-office-type group that helps
22 pull different people together more from a
23 support standpoint. He may have been on
24 some of those calls. Neil Kinnebrew in our
25 legal area that was kind of the legal
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1 representative would have been involved in
2 some of those discussions. And then when
3 you think at the executive level, our
4 general counsel, Allan Kamensky, may have
5 been involved in those discussions. My
6 boss, Wayne Akins; Kevin Howard that runs
7 our wholesale banking division; and probably
8 our president and chief operating officer,
9 Kevin Blair, likely would have been in some
10 of those discussions as well.
11 MR. PRATHER: Mr. Cash, can you
12 admit Jim Butler into the meeting? He's
13 trying to get in.
14 MR. CASH: I just did.
15 Q (By Mr. Cash) All right. Well, I
16 appreciate that list. It's helpful.
17 Would there be meeting minutes
18 from these calls? Would there be a person
19 who was charged with documenting what was
20 discussed and what decisions were reached
21 and made?
22 A In some cases speaking broadly
23 about the implementation of the program, we
24 would keep notes of key action items, risks,
25 decisions, a RAID-log-type document.
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1 Q A Raid log?
2 A Yes, RAID, R-A-I-D.
3 Q What's that mean?
4 A Risks, action items, decisions.
5 Q Okay. And are there specific
6 minutes, logs, action item notes about this
7 decision to pay or not pay agents?
8 A I think there is a -- I think we
9 likely logged a decision on a RAID log as we
10 were considering, you know, the question
11 regarding agent fees and probably logged
12 that on a RAID log. It could be in meeting
13 minutes, but we do not have a requirement to
14 take detailed notes of every meeting and
15 discussion.
16 Q Okay. Would that decision also
17 be documented in maybe people's individual
18 communications, like personal emails you're
19 writing to one person outside this formal
20 structure? Could that have happened?
21 A It could have.
22 Q Are you aware of any
23 communications like that?
24 A Yes. I would think that -- I'm
25 not aware of a specific communication, per
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1 se, but I think it would be likely that we
2 would have exchanged emails about agent
3 fees.
4 Q Okay. I'm going to ask you some
5 kind of general questions here about
6 branches. You know, I understand you're in
7 Columbus. You're in the headquarters. Are
8 the people in the branches charged with
9 making any policy decisions along any of the
10 areas we just discussed, or is all the
11 policymaking made there in the headquarters?
12 A I want to -- can I maybe ask you
13 to clarify the question and how you define a
14 branch?
15 MR. BATES: And what is policy?
16 A And policy.
17 Q Sure. And I appreciate the
18 clarifying. I'm happy to do that. So I
19 guess what I was really trying to get at is
20 what is the division of authority on
21 decision making about general bank policies,
22 policies that are applicable across the
23 board at the bank. And I'm asking does any
24 of that happen out in the field, at the
25 branch locations in the field, or does it
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1 all occur among your team there in Columbus,
2 Georgia?
3 MR. BATES: I'm going to object
4 to the form of the question.
5 Answer if you can.
6 A I'm going to ask again, when you
7 talk about branches, people use that term in
8 different ways. We have retail
9 brick-and-mortar branches that do retail
10 consumer transactions, and there are
11 branches that might be a commercial banking
12 or private wealth office, you know, a
13 regional type -- not headquarters, but a
14 regional office where you might have a more
15 senior-type employee.
16 Q Okay. Maybe we should -- let's
17 see if -- I'm a little unclear on what
18 you're describing, so let's see if we can
19 get there together. So in your annual
20 report it says you have 299 branches,
21 something like that, which I just
22 interpreted to be a simple small bank in a
23 small town with bankers and tellers, maybe a
24 big vault. That's what I would consider a
25 branch.
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1 A Okay.
2 Q When you talk about these
3 regional-type branches, are they meant to be
4 bigger than a single sort of retail
5 location? And if so, what distinction are
6 you drawing there?
7 A Simply that we may have -- as an
8 example, we have an Atlanta office that is a
9 -- that has a branch on the first floor, but
10 there are -- you know, the head of our
11 wholesale business spends a lot of time
12 there. I don't consider that a branch
13 office. It's just a -- it is a regional
14 building. It's not a retail branch. So I
15 wanted to draw the distinction if you mean
16 like a divisional head that might be our --
17 the president of our Alabama banking group
18 who is in the market but not necessarily
19 just a retail branch. He could have input
20 into a policy decision from time to time.
21 As you clarified, I understand your question
22 to be about retail branches, and in general,
23 they would not be involved in making policy
24 decisions.
25 Q Okay. I appreciate the
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1 clarification. You know, this will sound
2 like a dumb question, but when you guys were
3 making the decision to pay or not pay PPP
4 agents, did you consult anybody in the
5 retail branches about that?
6 A No.
7 Q Okay. Let me step back a little
8 bit more here and ask about the 7(a) process
9 in general. So you described that the
10 director of SBA lending handles all 7s loans
11 for the bank, or is responsible for that,
12 right?
13 A Yes.
14 Q So I'd like to know I guess from
15 the customer's perspective, how does the
16 customer experience the application process?
17 MR. BATES: Object to the form.
18 Q I can make that a little clearer.
19 Let's say there's a customer out there that
20 thinks they want to get a 7(a) loan. What
21 communications would they have with the
22 bank? What work would they have to do back
23 and forth with the bank to get approved?
24 How does the bank sort of help that customer
25 get through the process in a traditional
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1 7(a) loan? Just walk me through the steps.
2 MR. BATES: Again, I object to
3 the form. Ask one question at a time.
4 MR. CASH: Well, that's my
5 question.
6 Q (By Mr. Cash) How does that
7 process work?
8 MR. BATES: Answer if you know.
9 A Typically a customer would have a
10 relationship with a commercial banker or a
11 branch in the footprint, and if there is an
12 opportunity for an SBA 7(a) loan or an
13 interest in a 7(a) loan, that banker would
14 reach out to our SBA department, so that
15 person we called an SBA lender who is a
16 subject matter expert, and they would
17 capture information working with that
18 customer. We use an Excel workbook for 7(a)
19 loans that captures a lot of the application
20 information that would be needed.
21 Q You're telling me that the banker
22 would help the borrower fill out the
23 workbook in order to make the application?
24 A Yes. In some cases the client
25 may fill in some information. In other
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1 cases the banker may help that client in
2 actually putting information into the
3 workbook. But ultimately that information
4 is put onto an SBA document and signed by
5 the customer.
6 Q So does the bank educate
7 borrowers what about 7(a) is and what the
8 requirements are to qualify?
9 A Yes.
10 Q So how much time would you say
11 the bank spends on a typical 7(a)
12 application going back and forth with the
13 borrower?
14 A I don't know that I could
15 estimate a time for that in hours or
16 minutes. I don't know that I could give you
17 an accurate -- I can tell you it is not a
18 process that happens in minutes. There's a
19 lot of information involved, and it takes
20 significant time.
21 Q And has the bank -- in processing
22 7(a) loans, has the bank had a history of
23 dealing with agents in that process?
24 A We do not.
25 Q Okay. Is that a blanket policy?
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1 You just don't work with agents?
2 A Yes. We do not typically work --
3 to my knowledge, have not worked with agents
4 on 7(a) loans.
5 Q Just to be precise here, your
6 answer is, We have never worked with an
7 agent on a 7(a) loan ever?
8 A I will not make that statement.
9 Just given that I can't speak to forever in
10 history, I can't say that for sure. Over
11 the past year, we have not worked with
12 agents.
13 Q Okay. And is there a written
14 policy, specific policy, that says this bank
15 does not work with these agents?
16 A I would have to look into that
17 further.
18 Q Who would be -- if there was, who
19 would be responsible for maintaining that
20 policy inside the bank?
21 A It would likely be maintained by
22 our director of SBA.
23 Q All right. When it comes to the
24 PPP, would you say that the bank also acted
25 in the same way as it did with the 7(a)
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1 loans? In other words, you said the bank
2 would assist the borrowers in preparing an
3 application. Did that happen with the PPP?
4 A In a different way. So obviously
5 with 7(a) loans, typically it's a much more
6 robust process with more time involved and
7 we're not all working a hundred percent
8 remotely.
9 So with PPP, there's
10 substantially less information required. So
11 we certainly assisted in the sense that we
12 provided communication to the customer
13 through our website, through email
14 communication broadly as we were making SBA
15 guidance aware -- making our customers aware
16 of that SBA guidance. So I would say in
17 that sense we provided assistance, but not
18 in the same way you would for an SBA 7(a)
19 loan which requires, you know, much more
20 hand-holding or involvement probably.
21 Q Well, that's kind of the word I
22 wanted to use. How much hand-holding would
23 you say was involved between the bank and a
24 borrower on a typical PPP?
25 A It varies. I would say on a
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1 typical PPP loan there is not a lot of
2 hand-holding required in the same sense that
3 you would on a 7(a) loan.
4 Q Was the bank busy during the time
5 when it was accepting PPP loans and
6 processing them?
7 A I'm not sure I understand what
8 you mean by busy.
9 Q How taxing was the PPP on the
10 bank's resources?
11 MR. BATES: Object to the form.
12 You can answer if you know.
13 A On which resources?
14 Q That's a fair question. I mean
15 in terms of people. Was the bank mobbed
16 with applications? Was the bank working
17 flat out to process PPP loans?
18 MR. BATES: Object to the form.
19 A Certainly the time involved in --
20 the time given between the guidance being
21 published and the start of the program
22 required a lot of work. We had resources
23 available to support the program. So I
24 would say that individuals involved were
25 busy but, you know, not in a way that is --
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1 it's different. Right? It's an adjustment
2 working remotely and also processing
3 applications. But, yes, in general I'd say
4 that we were busy.
5 Q Well, people were working until
6 all hours of the night on these loans; isn't
7 that true?
8 MR. BATES: Object to the form.
9 A In some cases there was a lot of
10 work at different hours to process loans.
11 Q Okay. I'm going to show you one
12 email I'm thinking about in particular. Can
13 you see this document? Can you see it in
14 general?
15 A Not yet. You're not sharing
16 quite yet or it's taking some time.
17 Q What are you seeing?
18 A Still seeing you.
19 MR. WIRT: I'm able to see the
20 document so I don't know why they're not
21 seeing it.
22 MR. BATES: Well, we can't see
23 it.
24 MR. CASH: Okay. Is it possible
25 that there's an option on the computer you
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1 might need to check into?
2 MR. BATES: I didn't understand
3 what you just said.
4 MR. CASH: I'm just asking if
5 maybe you need to look on the computer and
6 see if it's a possibility. The deposition
7 notice worked.
8 MR. PRATHER: We haven't changed
9 anything since you put the deposition notice
10 up, so it should work.
11 MR. CASH: I'm going to stop
12 sharing it and share it again. If that
13 doesn't work, I'll email it to your counsel.
14 I tried it again. Did it work?
15 MR. WIRT: For the record, Bill,
16 I'm able to see it again.
17 MR. BATES: We don't have it,
18 Mr. Cash.
19 MR. CASH: Maybe I can email it
20 to you and we can do it that way, or if you
21 want I can just read it to you. We're going
22 to need to be able to see some of these
23 documents though.
24 MR. WIRT: If the counsel there
25 has another laptop they can log in and join
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1 the Zoom meeting, because we're all able to
2 see it. So maybe instead of looking at that
3 bigger screen, if somebody just has a
4 laptop, they can log in and see the
5 documents.
6 (Short recess.)
7 MR. CASH: Let me know when you
8 guys are ready.
9 MR. BATES: We can't see the
10 whole document.
11 MR. CASH: Yeah.
12 MR. BATES: We can only see part
13 if it. I'd like to see the whole document
14 before the witness answers questions.
15 MR. CASH: I'm just trying to
16 show him this part. I'll show him the whole
17 thing.
18 MR. BATES: I think -- at least
19 my practice has always been that before you
20 show the witness a document, you show it to
21 the counsel.
22 The screens are frozen.
23 MR. CASH: Are you talking about
24 the video?
25 MR. BATES: You're back now.
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1 But this -- we can't scroll down
2 through this document.
3 MR. CASH: Well, I'm going to
4 scroll through this document. I'm happy to
5 show you. It's an email from McClanahan.
6 Don't think I'm -- I don't feel bound do
7 show every single document -- every page of
8 every document in this deposition.
9 MR. BATES: Well, I feel like you
10 are responsible to do that. That's a
11 professional courtesy that we're used to in
12 the Northern District of Florida. You show
13 the document to the witness after the
14 counsel has had an opportunity to look at
15 it.
16 MR. CASH: I sure appreciate you
17 guys being willing to take this deposition
18 by video. It's a hardship on everybody.
19 And what I'm going to do is I'm going to
20 email you guys each of these documents at
21 the end of the deposition. I'm putting them
22 aside in a folder and I'll send them out all
23 at once. You can see I've labeled this one
24 E4 at the top here.
25 MR. BATES: I want to see the
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1 document before you have the witness
2 testify.
3 MR. PRATHER: Hey, Mr. Cash, why
4 don't you go ahead and email them to us and
5 I can print out copies and we'll have copies
6 available here in the room with the witness?
7 MR. CASH: Well, I'm not going to
8 do that because I don't know which exhibits
9 I do and don't need to use, and I don't want
10 to tip my hand on what the exhibits are
11 before the time comes.
12 MR. BATES: Well, then we're at a
13 stalemate. I'm entitled to see the
14 documents before you ask the witness
15 questions about them.
16 MR. CASH: All right. I don't
17 agree. I mean, I'm happy to show you the
18 two pages of this email. It's pretty
19 uncontroversial. There's page one.
20 MR. BATES: I'm not going to take
21 your word for whether it's controversial or
22 not. It's already obvious you don't want to
23 share the documents in advance.
24 MR. CASH: That's correct.
25 MR. BATES: So we'll do them one
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1 at a time and I will look at them.
2 MR. CASH: Have a look.
3 MR. BATES: Thank you.
4 MR. CASH: We can make this as
5 slow and painful as you like. That's fine.
6 But you're going to have to sit there by the
7 witness then and you're going to have to
8 read every page. If that's how you want to
9 do it, that's fine.
10 MR. BATES: Will you roll back to
11 Page 1?
12 MR. CASH: Sure.
13 MR. BATES: Okay. You can go
14 ahead.
15 MR. CASH: I do appreciate the
16 advice on professional courtesy. I
17 obviously need it.
18 If everybody is ready, I'd like
19 to go on with my deposition.
20 Q (By Mr. Cash) Okay. Mr. Adams,
21 we were talking about how busy the bank was.
22 Do you remember those questions before our
23 break?
24 A Yes, sir.
25 (Exhibit E4
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1 was marked
2 for identification.)
3 Q Okay. So I just wanted to
4 introduce Exhibit E4, which you see -- which
5 you have there on the computer in front of
6 you. So I'm just showing you that this is
7 an email chain. The second page here is
8 from Rick McClanahan, vice president,
9 Pensacola, Florida.
10 Do you see that?
11 A I do.
12 Q Okay. Do you recognize him?
13 A I don't know Rick.
14 Q Okay. All right. It says here
15 it's known as the number one most reputable
16 bank. And it's addressed to borrowers, as
17 far as I can tell. Mr. McClanahan is
18 saying, "I want to thank each of you for
19 your patience as we chartered these new
20 waters together. The first round of the PPP
21 was stressful for all of us."
22 Would you agree with that
23 statement?
24 A I think it would -- many people
25 would say that it was stressful given the
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1 urgency and short timing.
2 Q He goes on and he says, "I know
3 many of you were losing sleep because we
4 were talking on the phone at 11:00 and 12:00
5 at night either getting your application
6 ready or discussing the mechanics of these
7 funds."
8 Do you see that?
9 A I do see that.
10 Q Okay. So when you said the bank
11 was busy, this is the type of activity that
12 you were talking about?
13 A Yes. It's -- yes.
14 Q Okay. I mean, it looks like to
15 me the bank was totally crushed with
16 applications; is that fair?
17 MR. BATES: Object to the form of
18 the question.
19 A I'm not sure what you mean by
20 "totally crushed."
21 Q Well, would you say the bank was
22 extremely overloaded with these applications
23 in this short period of time that you
24 mentioned?
25 MR. BATES: Object again.
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1 A Yeah. Again, when you say
2 "overloaded," I'm not -- there were a lot --
3 there were a lot of applications, but that's
4 a relative term, and it certainly didn't
5 overload our systems. But there's a time
6 component so there's a significant desire to
7 serve as many customers as possible, and
8 there was uncertainty around the timing that
9 funds would be available so our bankers
10 moved with urgency. And unknowns can create
11 tension and stress.
12 Q I mean, you're familiar with the
13 fact that the CARES Act money in run one
14 completely ran out across the country,
15 right?
16 A Yes.
17 Q And wasn't it true that there was
18 a general impetus in the banking industry to
19 get loan applications through fast so the
20 customers could get funded before that pool
21 of money ran out?
22 A That's fair, yes.
23 Q He says here in this email,
24 "We're still processing PPP applications as
25 they trickle in. We would consider this
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1 process a success for our clients, having
2 funded over 19,000 applications to date."
3 How does that compare with the
4 workload for the SBA team say in a
5 comparable six-week period prior to the time
6 that the PPP was enacted?
7 A It's an apples-and-oranges
8 situation. The process of originating PPP
9 applications is very different than the
10 process of originating an SBA loan, and it's
11 an entirely different and expanded staff.
12 Q Okay. All right. I'm done with
13 that. And like I said to the lawyers, I'm
14 going to put that in a folder here and I'm
15 going to send you everything that I use with
16 this witness at the end of this deposition.
17 I will send them to the court reporter of
18 course.
19 So just to get a little more
20 color on the application process, how does
21 the borrower in a PPP loan communicate with
22 the bank in the application process? I'm
23 kind of asking you to tell me what are the
24 steps the borrower would take in dealing
25 with the bank from start to getting funded.
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1 A I would say in some cases they
2 may -- it depends on the borrower. These
3 loans ranged in size from a thousand dollars
4 to, you know, multimillion dollar loans. So
5 their knowledge and level of relationship
6 with a dedicated relationship manager would
7 vary. In some cases they would have
8 dialogue with the relationship manager. In
9 some cases they would get information we put
10 on our website or that they received through
11 email communication. And other than that,
12 it would be through our online process,
13 information posted there with instructions
14 and tips for what's required as you apply.
15 And then through the process
16 there would be the ability to -- at certain
17 stages of the process, the customer could
18 have responded to an email that they
19 received that would have gone to an email
20 box where they could -- we would have a team
21 that would answer those questions. Other
22 cases they might have to -- they may be able
23 to call our customer care center. And then
24 other customers may choose again to go
25 through their relationship manager.
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1 Q Their relationship manager, you
2 said?
3 A Yes.
4 Q And would that be a person that
5 sits in a retail branch?
6 A Not necessarily, no.
7 Q Okay. Where else would they be?
8 A They might be in a commercial
9 banking office.
10 Q Okay. Do you know about how many
11 people at the bank worked on the loans --
12 worked on the application process bringing
13 these loans in and trying to validate and
14 process them?
15 A I would need to clarify. Do you
16 mean any -- we had multiple work cues,
17 different groups that had a different
18 responsibility to include the development of
19 the portal from a technology perspective all
20 the way through closing and funding and
21 communication. So do you mean directly
22 reviewing applications at some stage of
23 work?
24 Q I see what you're saying. Maybe
25 you can break it down for me. I'm primarily
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1 interested in those who would have had
2 interaction with borrowers.
3 A Yes. I would say around 400
4 people -- and this is an estimate -- that
5 would have had some likelihood of having an
6 opportunity to interact with a client, but
7 the need to interact with a client might
8 vary.
9 Q Did you have people working
10 overtime in this capacity?
11 A A few. Many team members are
12 exempt and would not have necessarily had
13 hourly tracking.
14 Q When you say "a few," who had
15 overtime and for what roles are we talking
16 about?
17 MR. BATES: Object to the form.
18 If you understand the question,
19 go ahead and answer.
20 A The specific roles, it could have
21 been in a few different stages of the
22 process. We had a group that reviewed the
23 online portal submissions and would have,
24 you know, made sure that the information was
25 accurate and matched it to a customer on our
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Steve Adams
1 system and processed it forward to send the
2 initial email to clients. That was kind of
3 the first step in the process where they
4 would attach required documents, fill out
5 some things on the SBA form, and send it
6 back to us. So that first stage was
7 probably the most likely to have a team
8 member that was nonexempt and may have
9 incurred overtime as result of their work.
10 Q Are those the processors?
11 A We would use the term "processor"
12 generically in this program because we
13 pulled team members in from other roles.
14 There's not a job title for these
15 individuals, per se. So the term
16 "processor" is used very generically.
17 Q Who were the kinds of people that
18 were pulled in from other roles?
19 MR. PRATHER: Can you repeat
20 your question?
21 MR. BATES: I'm having trouble
22 hearing you, Bill. That's why I asked.
23 MR. CASH: Sure. And to be
24 honest, you're getting a little blurry so
25 I'm wondering about your connection or mine.
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1 MR. BATES: It's probably yours.
2 MR. CASH: Yeah, it probably is.
3 Q (By Mr. Cash) So I'm asking --
4 you said that you had other people that were
5 pulled in from other roles to help in this
6 generic processor role for PPP. So what
7 kinds of people were pulled in?
8 A We used -- to be honest, it was
9 broad. We utilized commercial bankers. We
10 utilized portfolio managers and, in some
11 cases, underwriters. We had branch managers
12 in a limited capacity in some cases who were
13 involved. We utilized our commercial
14 assistants for part of the process. Of
15 course our SBA team, in addition to their
16 day job of processing traditional 7(a)
17 loans, would have been involved in
18 processing these loans as well and
19 supporting that.
20 Q Okay. So just so I'm clear, the
21 workload on the bank was so heavy that you
22 pulled people out of their regular jobs to
23 step in and serve as PPP processors because
24 there was that much work to do?
25 MR. BATES: Object to the form.
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1 A I would say that differently,
2 that the demand and requests during this
3 period of time from our clients shifted as
4 well. So there was -- this was the greatest
5 need for the majority of our clients in the
6 small business and commercial segment, and
7 so we responded to that by having that team
8 support it as well.
9 Q Do you have any idea of the
10 number of hours that were expended in
11 accepting, reviewing, and processing PPP
12 loans?
13 A I could not calculate an estimate
14 of total man hours. No, sir.
15 Q Okay. Do you have an idea of
16 what it would take to do one loan?
17 A Can you repeat the question?
18 Q Sure. When it comes to
19 communicating with the customer about the
20 rules and the requirements, accepting the
21 information from the customer, reviewing it,
22 quality checking it, validating it, whatever
23 steps are involved there in getting that
24 loan to finally be funded, do you have an
25 idea of workload involved for that -- for
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1 one loan?
2 A It would vary widely because of
3 the size and complexity of a borrower, the
4 quality of the financial information they
5 provided. But, yes, in general I understand
6 the steps and the time it may take. Yes.
7 Q And so what's your estimate
8 there?
9 A Again, I'm not telling you that I
10 could give you an estimate on the time. I'm
11 sorry. That's -- I understand the work
12 involved. I'm not sure I can tell you a
13 predictable time it would take because
14 there's unknown variables.
15 Q Who would have that information?
16 A I don't believe it's a question
17 that can be answered in the way you've asked
18 it.
19 Q Okay. How would you get that
20 information?
21 MR. BATES: Object to the form.
22 You want this witness to speculate?
23 MR. CASH: I think it was a
24 pretty straightforward question.
25 MR. BATES: I know you do. I
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1 object.
2 A Let me try to answer it this way.
3 The process of the first stage of a client
4 submitting their online form and our team
5 reviewing that and saying -- if the customer
6 gave us their appropriate tax ID number and
7 business name and account number, that's
8 very straightforward and there's not much
9 review time involved in that. Some clients
10 may have mistyped information, and so the
11 process to go through the high volume would
12 take a little bit of time at that first
13 stage. So for some clients it could be 30
14 seconds. For some clients it could be two
15 days because it would require communication
16 with that client in some cases to confirm,
17 and we can't predict the time that that
18 would take to hear back.
19 Similarly, I cannot tell you a
20 specific timeline involved for the customer
21 to upload all of the documents in the second
22 stage that might be required. Some clients
23 may be ready to provide that immediately.
24 Some may take longer.
25 In the underwriting stage, what
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1 we called reviewing the loan, it's not
2 really underwriting but reviewing the loan
3 amount calculation. Again, if we have clear
4 records, that could take, you know, one to
5 two hours. If there's missing
6 documentation, you could be waiting two days
7 to hear back from the client, and in some
8 cases much, much longer at that stage of the
9 process. Some more complex businesses may
10 take more than one to two hours if there's,
11 you know, a large number of employees and
12 lack of quality information. I can't
13 venture an estimate. It could be five to
14 six. Some may take seven to eight hours if
15 it's very, very complex. That would be a
16 speculative-type estimate.
17 And then the closing and funding
18 process is fairly straightforward, dependent
19 heavily on the customer returning their
20 documents, and in some cases there's issues
21 with the SBA system that would impact the
22 timing, and that's completely outside of our
23 control.
24 Q Suffice it to say, it's easier on
25 the bank if the financial information that's
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1 provided by the borrower is complete, is
2 accurate, and is correct. That puts less
3 burden on the bank; isn't that true?
4 MR. BATES: Object to the form.
5 A I would say not necessarily
6 because our -- we have a requirement on
7 every application to confirm borrower's
8 calculation regardless. So we have to go
9 through that process regardless of the
10 quality of the information.
11 Q But to follow that a little
12 further down the trail, then, if the
13 calculation is correct, you can move on to
14 the next stage. If the calculation is not
15 correct, then the bank has to do the work
16 talking back to the borrower and trying to
17 get numbers sorted out; isn't that correct?
18 A Ultimately our obligation was to
19 confirm the calculation, not to reconcile it
20 to the penny. So it becomes a process of,
21 you know, is the right documentation there
22 and can we support the loan amount. It's --
23 there's not a requirement that we reconcile
24 every loan application to the penny on the
25 calculation.
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1 Q Sure. But I guess that doesn't
2 really -- and I appreciate that, but that
3 doesn't really get to where -- you know,
4 what is the outcome if the calculation is
5 correct versus the outcome if the
6 calculation is incorrect? I guess here's my
7 question. If the calculations are wrong and
8 the bank can't fund the loan, doesn't that
9 involve the bank having to go back to the
10 customer and work the problem out?
11 A The calculation itself is
12 actually not difficult. It's two and a half
13 times average monthly payroll. What would
14 create time sometimes is around
15 interpretation, you know, around
16 eligibility. Is the business type eligible?
17 Are certain types of compensation to be
18 included in average monthly payroll? And
19 confirming the customer understands those
20 requirements.
21 Q And which roles of the bank would
22 have that job of dealing with eligibility
23 issues with the customers? Would that be
24 the team of generic PPP processors as you
25 called them?
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1 A That would be -- we typically
2 would have referred to that stage as
3 underwriting, but it's actually loan amount
4 validation is what they are doing. Again,
5 they are not -- the obligation for
6 certifying eligibility was the customer's
7 obligation. However, there is a -- you
8 know, we would still review that to make
9 sure that we are not originating
10 applications where the customer's
11 understanding of eligibility is maybe not
12 consistent with how we view the CARES Act.
13 Q Okay. I want to apologize. I
14 guess I'm not following. You're saying that
15 the burden on eligibility is ultimately on
16 the customer. The bank checks anyway just
17 to make sure it's not submitting a
18 fraudulent application or something; is that
19 right?
20 A That's right. And they're our
21 customers and so we want to lift up and make
22 sure they're aware if we see a disconnect in
23 eligibility.
24 Q If you saw such disconnects, you
25 contacted your customers and tried to
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1 explain them and work them out, right?
2 A We would reconcile and try to
3 work through any discrepancies, yes.
4 Q Okay. And that involved a cost
5 on the bank in terms of hours and data?
6 A It would.
7 Q And how could we quantify or
8 measure that?
9 A I think it would be very
10 difficult to quantify that in any kind of
11 meaningful way that's consistent.
12 Q Would there be records of those
13 kinds of communications, for example, like
14 emails?
15 A There would likely be emails
16 between the team members working in that
17 part of the process and customers.
18 Q And would those be in the system
19 then?
20 A Would they -- I'm sorry. Would
21 they be in the system? Is that your
22 question?
23 Q Yeah. Would you have a system
24 that captures those communications that we
25 could refer to if we needed?
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1 A Yes.
2 Q If you had exceptions or errors
3 or questions on an application, was there a
4 code or a flag on the application that was
5 placed or triggered by anybody?
6 A I don't know if I would call it a
7 code or a flag, but we had a way to identify
8 loans not around eligibility, per se, but
9 around is the information from this
10 applicant, does it match our system, can we
11 identify that they are a Synovus customer.
12 Q Would the bank benefit from an
13 application that is clean and doesn't have
14 errors on it compared with an application
15 that's going to require the bank to go back
16 and reconcile issues with the borrower?
17 A Can you ask that question again?
18 Q Yeah, sure. Would the bank
19 benefit from receiving a clean application
20 that is properly eligible, has the correct
21 calculations, and is supported with all the
22 right documents versus receiving an
23 application that might not be eligible,
24 might have bad calculations, might be
25 missing necessary supporting documents?
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1 A We would be able to process that
2 application more quickly.
3 Q Okay. Wouldn't that mean then
4 there would be more time to process another
5 application for a different client?
6 MR. BATES: Object to the form.
7 A It may mean that. There are
8 certainly other considerations as well
9 around availability of funds and that sort
10 of thing that are unknown. But it would
11 make easier -- the processing is easier if
12 all the documentation is there the first
13 time.
14 Q Okay. And I guess that's what
15 I'm getting at. So that would mean that you
16 would have freed up some labor resources to
17 work on a different application which would
18 allow the bank to do more business if
19 applications coming in are correct; is that
20 not true?
21 MR. BATES: Object to the form.
22 Answer if you can.
23 A Yes.
24 Q I'm going to ask a little bit
25 about your systems. I'm switching gears a
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1 little bit.
2 When it comes to communication
3 with borrowers, is there a company email
4 system that the bank operates?
5 A Yes. We use Outlook.
6 Q And do you have an email or
7 document pertaining to the policy that
8 discusses which emails should be saved and
9 for how long?
10 A We do have a document retention
11 policy. I cannot tell you that I have a
12 detailed knowledge or that I've studied that
13 policy.
14 Q Sure. Is the whole company on
15 the same system to your knowledge?
16 MR. BATES: I can't hear you.
17 A Could you repeat the question?
18 I'm sorry. We lost you for one second.
19 Q Sure. Is the whole company on
20 one system, or is it possible that different
21 divisions or different locations are on a
22 different system?
23 A We have one email system.
24 Q Do you know if people in
25 headquarters would have insight into emails
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1 that are sent and received by relationship
2 managers?
3 MR. BATES: We can't understand
4 you, Bill.
5 MR. CASH: Is it an audio problem
6 or a language problem?
7 MR. BATES: Audio. Well,
8 language sometimes, but that time it was
9 audio.
10 Q (By Mr. Cash) I'm asking if
11 people in headquarters have the ability to
12 get insight to read the emails that are sent
13 by the people in the branches?
14 A I think if necessary that could
15 be done. It's not done in the ordinary
16 course of business.
17 Q Okay. Have you done that at all
18 in connection with Sport & Wheat or any
19 claims in this case?
20 A Yes, as it relates to this
21 matter. As I mentioned earlier, in our --
22 with what information we have, could find,
23 you know, two matters of correspondence with
24 a relationship manager that appears to have
25 come from Sport & Wheat.
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1 Q Okay. Let me ask about cell
2 phones. Does the bank issue cell phones to
3 its employees to use?
4 A Generally, no. We have a
5 bring-your-own-device policy.
6 Q Okay. Does the bank consider
7 that text messages sent from cell phones in
8 the course of doing business are actually
9 bank records?
10 A I'm not sure when you say "does
11 the bank consider." You know, that may be
12 outside my realm of expertise to know what
13 we consider communication. Yeah. I can't
14 answer your question.
15 Q Well, when you say people bring
16 their own device, are you saying that people
17 in the bank are permitted to use their
18 personal phones to text customers in the
19 furtherance of company business? Is that
20 allowed?
21 A No. We have a policy that
22 communication with customers should not take
23 place with text.
24 Q Okay. Nevertheless you're aware
25 that it occurs, right?
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1 A Yes.
2 Q Okay. In this case, have you
3 reached out to everyone in the company to
4 find out if they have any text messages
5 involving this?
6 MR. BATES: Again, the tail end
7 of your question disappears on the audio.
8 Q (By Mr. Cash) I'm asking if the
9 bank has taken the opportunity to search for
10 text messages that are relevant to this
11 case.
12 MR. BATES: I think at this point
13 let me interject for the record that we have
14 asked and you have offered but not provided
15 information about the borrower or whoever
16 the borrower might be, so it is impossible
17 for that to be identified. I last followed
18 up on your request -- pardon me. I last
19 followed up on the offer contained in your
20 documents that you would provide the name or
21 names of borrowers by email to you on June
22 2nd. We don't know who the borrower is or
23 where they are, and the bank has 5,000 plus
24 employees. The suggestion that somehow or
25 another we're supposed to know what's on all
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1 those phones regardless of any way to narrow
2 the search is both unreasonable and totally
3 beyond the scope of a sixteen-hundred-dollar
4 claim. So I'm going to say at this point in
5 time the bank has not done that because the
6 bank cannot do that. And whatever
7 assistance you could have rendered, you've
8 elected not to give us even though you
9 offered it initially.
10 Q (By Mr. Cash) Mr. Adams, what's
11 your answer to my question?
12 A I'm going to ask you to ask it
13 one more time, please.
14 MR. CASH: Maybe the court
15 reporter could read it back.
16 (Record read.)
17 A No.
18 Q Has the company put a litigation
19 hold in place for documents that relate to
20 this case?
21 A Yes.
22 Q And what's the scope of the hold?
23 Who was it communicated to and what was
24 communicated?
25 MR. BATES: I think that's beyond
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1 the 30(b)(6) instructions.
2 You can answer if you know.
3 A I only -- I could say that I know
4 I'm included. I know that a couple other
5 people from our steering committee, I
6 remember their names being on the hold
7 notice. But I can't say that's the general
8 scope because I did not study that.
9 Q Do you know if it went to -- made
10 it down to the retail branch funnel? You
11 don't know one way or the other?
12 A I don't recall.
13 Q Okay. But it is possible that
14 there are other people in the same position
15 as Sport & Wheat in other states and other
16 branches beyond the one Sport & Wheat used
17 who believe they have a claim for agent fees
18 in connection with the PPP, correct?
19 MR. BATES: Object to the form.
20 A Is it possible? Is that your
21 question?
22 Q Yes.
23 A Yes. It would be possible that
24 there would be others with that question.
25 Q Okay. And do you know if the
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1 bank has taken steps to try to identify if
2 such people exist?
3 A Yes. We asked for any
4 communication received regarding agent fees
5 to be directed to our general counsel's
6 office, and so I'm aware of occurrences
7 where such communication was directed.
8 Q Okay. Who did those agents
9 communicate with inside the bank?
10 MR. BATES: I'm sorry I keep
11 saying this, Bill, but your questions break
12 up.
13 MR. CASH: I apologize. I'm
14 going to try to get even closer and see if
15 that -- if that doesn't help.
16 Q (By Mr. Cash) Okay. You're
17 saying there are people who say they claim
18 agent fees. Who did they make the
19 communication to at the bank about this
20 request?
21 A That would have gone to Neil
22 Kinnebrew in our general counsel's office.
23 Q Okay. You're telling me that an
24 agent like Sport & Wheat communicated
25 directly with the general counsel?
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1 MR. BATES: Object to the form of
2 the question.
3 A It may have been in the form of a
4 relationship manager who received the
5 question passing it along to our general
6 counsel, to Neil to respond for Synovus.
7 Q Okay. Could you spell Neil's
8 last name for me?
9 A I can try from memory.
10 K-I-N-N-E-B-R-E-W.
11 Q Thank you.
12 Okay. So I'll just tell you in
13 the bank's filings in the court, the bank
14 has said that there were only nine people
15 that it is aware of that asked about agent
16 fees. And I'm wondering if those
17 communications are the ones you're
18 describing that are in possession of
19 Mr. Kinnebrew.
20 A Yes. That's what I am referring
21 to.
22 Q Okay. But how did the bank
23 gather those nine people? I mean, I'm
24 thinking the most thorough way, for example,
25 would be to shoot an email to everyone in
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1 the company saying we're looking for
2 information on this. Did that happen or did
3 something else happen?
4 MR. BATES: Object to the
5 question, to the form, and it's beyond the
6 30(b)(6) description.
7 To the extent the witness knows,
8 you may answer.
9 A I believe with the information we
10 have being the name Sport & Wheat, we likely
11 did an email search to identify any email
12 regarding that firm.
13 Q But how did you guys find the
14 other eight people who asked about agent
15 fees? What was done to identify those
16 people.
17 MR. BATES: Again, I reiterate
18 it's beyond the 30(b)(6) instructions.
19 To the extent you know the
20 answer, that's fine.
21 A I believe we asked for any
22 communication received, when it was
23 received, to be sent to our general
24 counsel's office to help address those
25 questions.
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1 Q Okay. We're getting somewhere.
2 But what I want to know is when you say "we
3 asked," who did you ask?
4 MR. BATES: Again, 30(b)(6)
5 definitions don't include this.
6 Answer if you know.
7 A I don't know.
8 MR. CASH: Okay. All right.
9 Just for the record, that was topic 1F, the
10 bank's communications with PPP agents and
11 requests for information from PPP agents for
12 PPP loans. So it was a topic that we asked
13 him to appear on.
14 MR. BATES: You presume -- pardon
15 me.
16 Q (By Mr. Cash) Is there any other
17 information you might have on that topic at
18 all other than what you've told me?
19 MR. BATES: The bank didn't
20 recognize PPP agents.
21 MR. CASH: I'd like to hear it
22 from the witness.
23 MR. BATES: Yes, sir.
24 A Can you restate the question?
25 Q (By Mr. Cash) Sure. One of our
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1 topics was the bank's communications with
2 PPP agents and requests for information from
3 PPP agents for PPP loans. And my question
4 simply is what else can you tell me about
5 that topic.
6 A I can tell you that we would not
7 have had communication with PPP agents
8 because we did not have a transaction where
9 an agent was involved.
10 Q Well, Sport & Wheat was a PPP
11 agent.
12 A We don't have record of Sport &
13 Wheat or any other firm being a PPP agent in
14 a PPP loan through Synovus.
15 Q Okay. Just so I'm clear, is it
16 the bank's -- you're testifying on behalf of
17 the bank. Is it the bank's knowledge -- are
18 you saying in the bank's information then it
19 does not know anything about what Sport &
20 Wheat had to do with any of the loans that
21 the bank funded?
22 A With the information that we have
23 right now, we're not aware of Sport &
24 Wheat's involvement on a PPP transaction.
25 Q Okay. Understood.
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1 I want to talk a little bit about
2 your systems again if that's okay. So does
3 the bank have a system that tracks the files
4 for loans made under the PPP?
5 A Can you say more what about you
6 mean "tracks the files"?
7 Q I guess all I'm really asking is
8 the kind of foundational question of do you
9 have a computer or mainframe or database
10 where you maintain your records of PPP
11 loans?
12 A Yes.
13 Q Okay. And I want to know is
14 this -- I'm going to assume this is not a
15 new system you guys invented just for the
16 PPP given the timeframe. Is that true?
17 A I can't answer the question in
18 that form. Just there are -- I will
19 clarify. We did use existing systems in a
20 way that was different than we have used
21 them in the past to fulfill this program.
22 We also did use new software and new
23 technology in this program that we had not
24 used before specifically to transfer
25 documents securely from the customer to the
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1 bank.
2 Q Are we talking about the portal
3 there?
4 A An element of the portal, yes.
5 Q Okay. Well tell me about the
6 existing systems that you used to fulfill
7 the PPP. What are the names and what do
8 they do?
9 A We would have used our website,
10 Synovus.com, to capture information and
11 provide information to the customer through
12 the original submission. We would have used
13 Salesforce for internal processing of the
14 loan. We would have used DocuSign to
15 securely receive documents and send
16 documents to the customer, also for the
17 execution and signing of those documents
18 electronically. The loans are booked to our
19 Core system.
20 Q Say that again.
21 A The loans are booked to our Core
22 system like any other loan. Those would
23 be -- and then, you know, we would have used
24 email for communication. Those would be the
25 primary systems that come to mind.
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1 Q Okay. The Core system, can you
2 tell me a little bit more what about that
3 means, what that is?
4 A It's just our bank mainframe,
5 FIS.
6 Q Okay. So when it came time to
7 write PPP loans, you stored them on a system
8 that stored other loans?
9 A Did you say "scored"?
10 Q Stored, processed. I'm asking
11 where physically are the records of what the
12 loans were. That's the mainframe; is that
13 right?
14 A Yes. I'm sorry. Stored,
15 S-T-O-R-E-D, is what you said. Yes, the
16 loan was -- the loan data is ultimately
17 stored on FIS.
18 Q Okay. Is there a way to pull
19 loans from that system and know that we're
20 pulling loans that were written under the
21 PPP versus some other program or some other
22 process of the bank?
23 A Yes.
24 Q Okay. I mean, I assume they
25 carry a code or a flag of some kind?
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1 A Yes.
2 Q Okay. And what's the name of the
3 person or the department who has authority
4 over that system?
5 A Who has -- I'm sorry. Did you
6 say who has authority on that?
7 Q Right. Who is responsible?
8 A Our technology department.
9 Q Okay. And is that located there
10 in Columbus?
11 A There are team members many, many
12 places. We have multiple offices.
13 Q Okay. When you talk about -- you
14 mentioned email being a possible
15 communication for PPP loans. Is there a
16 filing system for those emails?
17 A That's outside of my technical
18 knowledge around a filing system for emails.
19 Q Okay. Let me see if I can come
20 at it another way. You've got the loans
21 booked on the Core system. Let's say six
22 months from now I want to go back and see if
23 there were email transactions in connection
24 with a specific loan. Would there be a way
25 to do that?
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1 A The only way I would know to do
2 that is to search email through technical
3 means that our IT department would have to
4 assist with using information about the loan
5 as a search criteria.
6 Q Okay.
7 A But I would say I am not an
8 authority on email search functionality
9 across the enterprise.
10 Q I appreciate that. Do you know
11 though -- are you an authority on this? Is
12 there a policy that says when we write a
13 loan, we need to track all the
14 correspondence that led up to that loan in a
15 file of some kind?
16 A Not in the manner that I
17 understand you to be describing.
18 Q Okay. Is there any policy that
19 requires to save correspondence in
20 connection with a loan?
21 A I would need to review our
22 document retention policy and other policies
23 to answer that question. At this point I
24 have not researched that.
25 Q Okay. Understood. So let's talk
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1 about your policy for paying or not paying
2 agents in connection with PPP. For the
3 record, I guess I'd just like you to state
4 what is the bank's policy on whether to pay
5 agents in connection with PPP.
6 A We do not pay agent fees and do
7 not have agents involved in our loan
8 process.
9 Q And when that decision was
10 reached, was there any consideration of how
11 not paying agents might affect the
12 profitability of the bank?
13 A I'm sorry. Can you ask that
14 again? I just want to make sure I'm
15 interpreting your question the right way.
16 Q You said you were present when
17 the bank made the decision not to pay PPP
18 agent fees. You personally were involved in
19 that decision, right?
20 A Yes.
21 Q Okay. So I guess what I'm asking
22 is when that decision was reached, did the
23 bank take its own profitability into account
24 in making that decision?
25 A We would have considered whether
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1 there would be processing benefit and time
2 considerations in whether or not agents were
3 used.
4 Q Okay. But saving that time and
5 that benefit would drop down to the bank's
6 bottom line, right?
7 MR. BATES: Object to the form.
8 A It would be unclear at that point
9 in time because our obligation is to review
10 every application and confirm the
11 documentation and the loan amount regardless
12 of whether there was assistance in the
13 application.
14 Q Okay. But did the bank take into
15 account the fact that agents could feed the
16 bank cleaner applications and could
17 therefore permit the bank to process more
18 loans and make more money?
19 A Not in the sense that you've
20 asked the question about processing more
21 loans.
22 Q Well, in what sense?
23 A I would say in the sense of the
24 time that it may take from an efficiency
25 standpoint but not in processing more loans,
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1 per se. There's, you know, a general
2 understanding that there's uncertainty
3 around just a lack of understanding how many
4 applications would be ultimately processed
5 and how much time would be involved, but I
6 wouldn't say that the consideration was
7 whether we'll be able to do 2000 or 10,000.
8 That wasn't really the consideration in that
9 decision.
10 Q Okay. But the bank was aware
11 that agents could help the bank by providing
12 it higher quality applications. That was
13 part of the process that you guys went
14 through when you decided not to pay agent
15 fees.
16 MR. BATES: Object to the form of
17 the question.
18 Answer it if you understand it.
19 A I would say that was at best a
20 secondary consideration.
21 Q Okay. Are there any
22 considerations that went into that decision
23 that we have not discussed?
24 COURT REPORTER: Repeat the
25 question. I'm sorry.
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1 Q (By Mr. Cash) You said that was a
2 secondary consideration. I just want to
3 know are there any considerations that went
4 into the decision to pay or not pay agent
5 fees that we have not already discussed in
6 this deposition, and if so, would you tell
7 me what they are?
8 A I would say the considerations
9 were around -- first around what would be
10 necessary in the process to complete an
11 application. Right? The documentation
12 requirements were fairly straightforward.
13 It's documents our customers would have or
14 have access to. You know, the ability to --
15 would our customers be able to complete the
16 two-page application with the information
17 that they have available, and would we be
18 able to confirm that information without the
19 assistance of any sort of third party? And
20 so for us -- and I would say also our
21 existing business practice of not utilizing
22 agents was probably part of that
23 consideration. And then I'd say that the
24 fact that there wasn't a legal requirement
25 to do so probably was a consideration as
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1 well.
2 Q Okay. Let me ask you about that.
3 I'm going to show you the Federal Register,
4 the interim final rule number one for the
5 PPP. This is another document. I hope
6 you'll be able to look at it.
7 A Is it okay if we take a restroom
8 break while you do that?
9 Q Absolutely.
10 (Short recess.)
11 Q Okay. All right. Are you seeing
12 the document?
13 A Yes, sir. I see it. It's very
14 small, but I do see it.
15 Q Okay. Well, I will zoom in on
16 it. Let me identify it for the record.
17 This is Exhibit L3, and this is a copy of
18 the Federal Register from April 15, 2020.
19 This was the interim final rule for the PPP.
20 (Exhibit L3
21 was marked
22 for identification.)
23 Q I know you already mentioned
24 this. You're familiar with this ruling
25 generally. You know this rule exists,
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1 correct?
2 MR. BATES: I'm sorry but your
3 audio is garbled.
4 Q (By Mr. Cash) I'm just asking if
5 you're aware of this rule at all. Yes or
6 no?
7 A I've reviewed all of the interim
8 final rules. The number and content, I
9 would need a reminder on the number and
10 content.
11 Q And we're going to go there.
12 That's all I wanted to get at is just to
13 make sure that you're the guy and you're
14 aware of the rule.
15 Okay. So I'm going to take you
16 to the part of the rule that is relevant to
17 this case. I'm sure you've seen it. I'll
18 move ahead to Page 6. I will zoom in for
19 you. This is the lower left. We're looking
20 down here at the very lower left under
21 Paragraph C. So this is in our complaint.
22 Everybody in this litigation is aware of
23 this part of the rule. I'm just going to
24 have you read this part, Paragraph C. Do
25 you see this part?
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1 A Yes, sir, I see it.
2 Q This is the part that says, C,
3 "Who pays the fee to an agent who assists
4 the borrower? Agent fees will be paid by
5 the lender out of the fees the lender
6 receives from SBA. Agents may not collect
7 fees from the borrower or be paid out of the
8 PPP loan proceeds." And then it goes on.
9 So, first of all, were you
10 familiar with that part of the rule?
11 A Yes, sir.
12 Q Was that rule part of the
13 deliberation process when it came to
14 deciding whether or not to pay the PPP agent
15 fees?
16 A So I cannot recall the timing of
17 which rule was in place prior to April 3rd.
18 I do know there was some language -- some
19 interim final rules in place at the time. I
20 don't recall if it was this specific one or
21 not.
22 Q Okay. So you're saying you're
23 not sure if this rule was in effect and was
24 in the mind of the bank at the time the bank
25 made its decision not to pay PPP agents?
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1
2 MR. BATES: Bill, I am so sorry.
3 Maybe it's my hearing. Maybe it's your
4 talking. Maybe it's the technology. But if
5 you could maybe speak up and a little
6 clearer, I'd be grateful so I understand the
7 question.
8 MR. CASH: I appreciate that.
9 Again, I apologize. I'm kind of yelling
10 over here.
11 Q (By Mr. Cash) So my question
12 is -- it's just following up on your answer,
13 and I'm asking to make this clear. I think
14 your answer was you're not sure if the rule
15 we just read was in the mind of the bank
16 when the bank made the decision not to pay
17 the PPP agents their fees.
18 A We were aware of the CARES Act
19 language and subsequent interim final rules.
20 I'm just saying I'm not -- because there
21 have been a number of these and follow-up
22 corrections and clarifications, I'm only
23 specifying that I can't recall if it was
24 this exact one. But certainly this is
25 consistent with what we would have
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1 understood at the time.
2 Q Let me ask you this. If the rule
3 was in effect and had been issued to the
4 banking industry by the time you guys made
5 the decision, which you said was around
6 April 1st or April 2nd, would you have taken
7 it into account if it would have been law at
8 least at that time?
9 A Yes.
10 Q Okay. Well, how do you square
11 your policy of not paying agents with the
12 language in the rule that says agent fees
13 will be paid by the lender out of the fees
14 the lender receives from SBA?
15 MR. BATES: Object to the
16 question. It's beyond the 30(b)(6)
17 instructions, and you're asking for a legal
18 conclusion from the witness who is not a
19 lawyer.
20 MR. CASH: I think it's the
21 central question in the case so I'd like to
22 get an answer.
23 MR. BATES: If you can answer his
24 question. I don't want you to tell him
25 about the conversations you had with a
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1 lawyer. But if you can answer his question,
2 feel free to give it a try.
3 A So you said how do I square what
4 we just read with our practice?
5 Q Right.
6 A So I think, you know, again, our
7 business practice has been in our SBA
8 business we have not had a business need to
9 utilize agents. And, you know, we don't see
10 that as being an affirmative obligation to
11 use agents.
12 Q Okay. If the bank had made the
13 decision to use agents, in your words, would
14 the bank then consider it obligatory to
15 follow this rule?
16 MR. BATES: Object to the form of
17 the question. It poses a hypothetical that
18 the witness can't answer.
19 A Can you maybe ask that a
20 different way?
21 Q Well, you're telling me, We
22 didn't pay the agents because we made a
23 business decision not to have agents. Is
24 that the gist?
25 A It's part of the consideration,
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1 yes, sir.
2 Q Okay. So what I'm asking you is,
3 if you had used agents, would you have
4 followed this rule?
5 A If we had made a business
6 decision to use agents, yes, we would
7 have -- we would have had to follow this
8 rule regardless.
9 Q Okay. And you would have paid
10 agents their fees out of the fees you
11 received from the SBA?
12 A That's -- it is somewhat
13 hypothetical, but we would have followed the
14 requirements of -- and have followed the
15 requirements of this program from the
16 beginning.
17 Q Okay. Well, I mean, it says --
18 and I can pop it back up -- agent fees will
19 be paid by the lender out of the fees the
20 lender received from SBA. So, you know,
21 just asking again here, if you had an agent
22 present, you would have considered it
23 necessary to pay the agent fees as it says
24 in the rule, correct?
25 MR. BATES: Object to the form of
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1 the question. You're asking the witness to
2 give you a legal conclusion.
3 MR. CASH: Well, I'm asking what
4 the bank would have done.
5 MR. BATES: You're asking
6 speculation on a 30(b)(6) witness about what
7 the bank would have done in circumstances
8 that didn't occur.
9 MR. CASH: Okay. Well, I'd like
10 to get an answer from Mr. Adams.
11 A You know, from a business
12 standpoint, we would have made every effort
13 to follow the requirements of the program,
14 no matter what the circumstances.
15 Q And that would include paying
16 agents their fees?
17 A If an agent -- if we made the
18 business decision to use agents, we would
19 have -- I think we would have paid those
20 agents.
21 Q Okay. Now, you told me that the
22 decision to pay agents or not pay agents was
23 made around April 1st or 2nd, whenever it
24 was. You pinned it down to that approximate
25 week. I want to know if there are documents
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1 where I can go to find the record of the
2 decision. And I know we discussed earlier
3 you said there might be meeting minutes.
4 There might be one-on-one emails about it.
5 If the decision was made on a
6 teleconference, maybe you would have emailed
7 one of your colleagues, Hey, we just said
8 this on the phone. Here's what we're going
9 to do.
10 Those are all places I can go to
11 find the decision, right?
12 A I don't -- to the extent that
13 there was a phone conversation, I'm not sure
14 how that would be something we could go
15 find. But I do think that we would have
16 documented certain key decisions, this being
17 one of them, in our -- in the log of kind of
18 our implementation program that I referred
19 to earlier.
20 Q Okay. Would those decisions have
21 gone anywhere else? And so I'm kind of
22 brainstorming. I'm wondering would they
23 be -- you know, would the decision not to
24 pay agents have been sent out in an email?
25 Would it have been posted on your intranet?
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1 Would it be in some operations manual or
2 some policy? That's a lot of words. My
3 question is, is there anywhere else that the
4 decision would have been written down or
5 communicated inside the bank?
6 A It's possible. I think likely we
7 would have -- we would have, you know,
8 communicated that on -- you know, we had
9 many calls with our broad team, meaning not
10 just those processing but bankers, you know,
11 to answer questions about the CARES Act, and
12 it could have been something that was
13 referenced on one of those calls for
14 awareness. It's possible that it's in email
15 communication or some type of FAQ document
16 somewhere. We'd have to research that in
17 detail to determine.
18 Q Okay. Can you name anybody who
19 would have issued those communications or be
20 responsible to maintain those
21 communications?
22 A Yeah. Our project management
23 team that supports the business team, you
24 know, may have a record of those. Our
25 corporate communications team would assist
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1 typically in any kind of broad message we
2 sent out to our team. And, you know, I
3 think from an email search standpoint, we
4 would always use -- we would go through our
5 technology area to search email with search
6 criteria.
7 Q And do you know if -- it sounds
8 like a search for this type of communication
9 has not yet been done. You're not aware of
10 it?
11 A I'm not aware of a search
12 specifically for communication of a
13 decision.
14 Q Okay. I'm not trying to cut you
15 off.
16 A No. That's the end of my answer.
17 Q Now, about communicating that
18 decision outside the bank, so to borrowers,
19 to people who believed they were acting as
20 PPP agents, tell me about communications the
21 bank made externally to tell people we're
22 not paying agents in this case.
23 A So primarily we utilized the
24 process that the customers go through when
25 they apply, meaning we would have
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1 information on our website as they begin to
2 apply that tells them about our process
3 generally, the documentation that's
4 required, the fact that we'll be using email
5 communication, that they'll be getting, you
6 know, a request to submit documents through
7 DocuSign. And in that communication we
8 would have referenced that we are not
9 working with agents in the PPP program.
10 Q Specifically what communication
11 are you referring to?
12 A Website communication,
13 information posted on our website.
14 Q Okay. And I guess I'm going to
15 ask you to be as specific as you can about
16 where on the website that would have been.
17 A We refer to that as a bumper
18 page. It's a page that you access as you
19 click through. I mean, obviously websites
20 have layers, right? So if you're going to
21 the CARES Act information and then
22 specifically to the Paycheck Protection
23 Program. And then as you click to apply or
24 you're interested in applying, you would
25 come to a page with a long list of bullet
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1 point information about the process.
2 Q Okay. And one of those bullet
3 points would have said -- and I'm asking you
4 to be as precise and specific as you can
5 about what that bullet said if you can
6 remember.
7 A Yes. It would have been
8 something to the effect of Synovus is not
9 working with agents or compensating agents
10 as part of the Paycheck Protection Program.
11 Q When was that posted?
12 A At some point prior to April
13 3rd -- or likely on April 3rd.
14 Q Okay. I'm going to assume that
15 the tech team had to be -- the people who
16 maintain the website had to be communicated
17 to to say here's what we're posting on this
18 bumper page. Here are the bullets, correct?
19 A Correct.
20 Q Who sent that communication from
21 and to? How did they get that information?
22 A Our marketing team was the
23 primary point of contact to communicate and
24 help word what went on that page, and they
25 have, you know, direct involvement with our
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1 IT to actually post that on our website.
2 It's possible that could have been done in a
3 meeting and that information could have been
4 communicated by the project team, a project
5 manager role. But likely it would have come
6 directly from marketing to technology.
7 Q Are there records of that
8 transmission that we could have access to?
9 In other words, marketing emailed the
10 website people. That would be an email. Do
11 you know if that email is available? Or was
12 it posted, you know, on a file server? Does
13 that file exist? How do we get that
14 communication?
15 A We would use any sort of
16 search -- the same email search by who the
17 potential senders would have been. I'm not
18 an authority, again, on how that search
19 process works, but I would consult with an
20 internal technology resource and explain to
21 them what I was looking for and they would
22 help me get it.
23 Q That's fair. Do you have any
24 information about the individuals who would
25 have been on either end of that
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1 communication? Like do you know the name of
2 the marketing person or the technical
3 person?
4 A So the marketing person would
5 have been Laura Hanley.
6 Q Can you spell that for me?
7 A Laura, L-A-U-R-A, Hanley,
8 H-A-N-L-E-Y.
9 The project management resource
10 would have been Ashley Edgington,
11 A-S-H-L-E-Y E-D-G-I-N-G-T-O-N.
12 And then on the technology side,
13 I don't know that I know the specific
14 individual that they would have communicated
15 to initiate that request.
16 Q Okay. Was it a bank policy to
17 refuse to work with agents or was it simply
18 the policy that we're not going to pay them?
19 MR. BATES: Again, I'm sorry,
20 Bill. Could you repeat that so I can hear
21 it?
22 MR. CASH: I do apologize.
23 Q (By Mr. Cash) I'm asking was it a
24 bank policy just to refuse to pay agents or
25 was it a policy specifically not to work
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1 with agents?
2 A I would say our policy was that
3 we are not working with agents. It was not
4 so much a policy as much as our process
5 didn't call for it.
6 Q Well, if an agent assisted a
7 borrower, say an accounting firm helped a
8 borrower make an application, would there
9 be -- would that be cause to reject the
10 application just because an agent assisted a
11 borrower in a particular transaction?
12 A No. But I would clarify. You
13 said "agent" and "accountant." If it's -- I
14 mean, I'm not sure -- any number of people
15 could have assisted a borrower so I don't --
16 you'd have to clarify what you mean by
17 assist. But in general who did or did not
18 help a borrower or answer questions for a
19 borrower was not a means to not process a
20 loan application.
21 Q Okay. I think I understand that.
22 So if the bank was aware that an agent was
23 helping a borrower, the bank would go ahead
24 and permit that loan to get processed. You
25 would not reject that loan?
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1 A Again, I'm going to ask -- you
2 know, you're using the term "agent" in a
3 specific way, and we don't have a way to
4 know who an agent is. We would have no way
5 to know the information that you're kind of
6 referring to. So if we were aware that, you
7 know -- is a controller who works for the
8 owner an -- I mean, there's no specific
9 indication to know who's an agent, who's not
10 an agent. So, you know, I think we would --
11 that wasn't in the criteria set. I mean,
12 customers would likely have people they
13 would ask questions to. That wasn't part of
14 our decision criteria to move an application
15 forward or not.
16 Q Okay. Well, you're aware that
17 "agent" is a term that's presently defined
18 in the SBA's regulation per Section 7,
19 right?
20 A Yes.
21 Q And I'm just going to quote it to
22 you. I can show it to you, but it's faster
23 if I just read it.
24 It says, "An agent means an
25 authorized representative, including an
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1 attorney, accountant, consultant, packager,
2 lender, service provider, or any other
3 individual or entity representing an
4 applicant."
5 So we're clear on that's how SBA
6 defines agent, right? We agree on that?
7 A Yes.
8 Q Okay. So that was the definition
9 I was using when I asked you the questions
10 about whether the bank would reject a loan
11 if it had been submitted by an agent. Would
12 that change any of your answers now that we
13 have that definition clear?
14 A No. I don't think it does.
15 Q All right. So now I want to turn
16 to -- well, let me ask you one more thing.
17 If the bank became aware that an
18 agent was part of a transaction, was it the
19 bank's expectation that the agent was just
20 going to work for free and not be
21 compensated?
22 A So I think what I -- again, when
23 you say "an agent was involved in a
24 transaction," an agent is typically a
25 documented somebody -- you know, to your
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1 reading of the definition, I don't know if
2 any of those individuals are acting in a
3 capacity as an agent. There's no form.
4 There's no -- there was nothing contemplated
5 in the directions for the PPP program to
6 know that information. So we wouldn't have
7 had an expectation one way or another about
8 whether -- because we wouldn't have known
9 whether somebody had an understanding that
10 they're an agent or not.
11 Q Well, the definition you just
12 read, and I'm happy to show it to you, but
13 it says an agent means representative
14 representing an applicant. So, you know, if
15 an agent is the one communicating with the
16 bank on behalf of the borrower, doesn't that
17 fit the regulatory criteria for who an agent
18 is and doesn't that make it pretty easy for
19 the bank to understand who's acting as an
20 agent?
21 MR. BATES: Object to the form of
22 the question. It's compound. It assumes
23 the witness is a lawyer, which he's not.
24 A I agree with that. I'm not a
25 lawyer. You know, I would just say there's
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1 not a way to know that the person we're
2 communicating with is -- we would not assume
3 that they've been authorized to be an agent.
4 Q Okay. Well, first of all, did
5 you know that the bank was working with
6 various small businesses on these PPP loans?
7 A Yes.
8 Q And the bank was aware that some
9 of these extremely small borrowers would
10 need help from CPAs, consultants, or even
11 lawyers to pull the information together
12 that's necessary to apply for the loan?
13 A Yes. In terms of sharing
14 information or asking for copies of
15 documents, yes.
16 Q Okay. And so wouldn't those
17 accountants be agents of the borrowers as
18 defined under the program?
19 MR. BATES: Again, I object to
20 the form of the question in the sense that
21 it calls for a legal conclusion on the part
22 of the witness.
23 A Yeah, I would say not
24 necessarily. In our experience, customers
25 have varying degrees of working with CPAs.
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1 Some rely on them to keep copies of
2 documents and maybe ask for them to email a
3 copy of a tax return. Some may have a
4 comfort level in asking questions. Some may
5 not. I think you would expect there to be
6 some communication between a customer and
7 somebody like that, but that would not
8 necessarily in our view be an agent-type
9 relationship.
10 Q Okay. But you are aware that
11 businesses would need to rely on the
12 services of an accountant or consultant or
13 lawyers to put together applications,
14 correct?
15 MR. BATES: Again, object to the
16 form of the question in the sense that you
17 presume things that have not been testified
18 to previously.
19 A I don't -- I don't think it's
20 a -- it would be -- you said "need to." I
21 don't think that is a -- I don't think
22 that's an expectation that that would be a
23 requirement, a need. It's going to vary
24 from borrower to borrower.
25 Q Let's put it this way. You're
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1 aware that some borrowers would rely on
2 those kinds of services?
3 A They may seek them, yes.
4 Q Okay. And when it comes to the
5 application process, the bank did not have
6 any way for borrowers to identify that they
7 relied on the services of agents on the
8 portal, for example?
9 A Correct. We largely asked the
10 questions on our portal that were necessary
11 to fill out the SBA form, and that wasn't
12 part of it.
13 Q Okay. So to sum this up, even
14 though the bank was aware that some
15 borrowers would seek the services of
16 accountants, consultants, or agents in
17 general, the bank did not ask borrowers if
18 that had happened?
19 MR. BATES: Again, I object to
20 the form in that it presumes that the bank
21 was aware of what you define as accounting
22 services. This witness can only speculate.
23 You can go ahead and answer the
24 best you're able.
25 A I mean, I think we would have
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1 awareness or an expectation that some
2 customers may reach out for copies of
3 documents or things like that. There would
4 be no reason to ask that information on a
5 loan application for that reason. That's
6 part of the ordinary course of business on
7 every loan transaction.
8 Q Okay. So I think we're agreeing
9 here. You're saying the bank had an
10 expectation that those professionals would
11 be involved in supporting the business, and
12 the bank admits it did not ask borrowers
13 whether they in fact used those services.
14 That's all I'm trying to establish.
15 MR. BATES: Object to the form.
16 It's a compound question and presumes things
17 he hasn't testified to.
18 A I don't know that we're saying
19 the same thing. You're talking about
20 performing services. I think -- I'm aware
21 of the -- I think we -- the CPAs generally
22 and many -- even that AICPA indicates that
23 this is -- there's an element of just part
24 of the client relationship between our
25 borrower and the services they've already
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1 provided. It's a different expectation.
2 Every loan transaction, there would be -- we
3 don't ask customers, Hey, who are you
4 working with? Even in our SBA business,
5 that -- many of our 7(a) borrowers have --
6 you know, are probably getting information
7 from a CPA, but that's not something we ask
8 of them for purposes of whether or not
9 there's an agent involved.
10 Q Well, if the bank were to become
11 aware, have actual notice that an accountant
12 was helping to support a borrower's
13 application, then the bank would know that
14 an agent was involved in the transaction,
15 correct?
16 MR. BATES: Object to the form.
17 It presumes the term "agent" applies.
18 A We would -- we would know there
19 was a firm, another firm besides the
20 borrower that the borrower was communicating
21 with about it.
22 Q Okay. Let me show you a couple
23 more documents. Okay. This is a two-page
24 email chain, and I want to direct your
25 attention to just identifying the person at
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1 the bottom and then talking about what
2 occurred. You know email chains always read
3 from the bottom up. So I'm really only
4 interested in this section just to identify
5 a couple of things. Let me know when you
6 guys are ready and I will try to make it a
7 little bigger. Does that help?
8 So I want to just point your
9 attention here to the bottom to identify
10 this person because we're going to talk a
11 little bit more about her. Do you see Anna
12 Weaver? She works at Synovus. She's a
13 Retail Market Manager III in Pace, Florida.
14 Do you see that?
15 A I do.
16 Q Do you know her? Are you aware
17 of her at all?
18 A I don't know Anna personally, but
19 it appears she's one of our retail market
20 managers in Florida.
21 Q Okay. So she's emailing here
22 with Fla. Stat. 90.5055 , and he's a client of the
23 bank. I don't know if you knowFla. Stat.
90 5055
24 A I do not know Fla. .
Stat
25 Q Okay. You see here on March
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1 27th, the day President Trump signed this
2 into law, it says, "Jill Sport, she has been
3 discussing the upcoming CARE loans with you
4 and she is sending our returns so we can
5 expedite the process once the loans are in
6 place. I will be working on getting our
7 personal financial statement to you as well
8 today, per Jill's instructions."
9 That's writing to Anna Weaver.
10 Do you see that email?
11 A I do.
12 Q Okay. And then ten minutes later
13 Ms. Weaver writes back and says, "Sounds
14 great. That will definitely help. Have a
15 wonderful weekend."
16 Do you see that email?
17 A I do.
18 Q So wouldn't this communication --
19 these communications we've looked at be the
20 type that would put the bank on notice that
21 Jill Sport of Sport & Wheat was assisting
22 borrowers in processing their loan
23 applications?
24 MR. BATES: Object to the extent
25 you're asking the witness for a legal
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1 conclusion.
2 A I think this would not really
3 tell me anything more than a CPA provided a
4 copy of a tax return for a client.
5 Q Okay. But isn't that part of the
6 application process? Doesn't that help
7 speed up the application?
8 A At this point we would not have
9 even communicated any required -- we would
10 not have known what the requirements are
11 even going to be yet.
12 Q Okay. But Ms. Weaver says, "That
13 sounds great. That will definitely help."
14 It certainly looks like somebody from the
15 bank says a tax return from an accountant
16 will be helpful, doesn't it?
17 A I don't -- I don't know that I
18 would say that Ms. Weaver is an authority on
19 what was going to be required for the
20 program at that point in time.
21 Q Okay. Well, she works for the
22 bank and she has authority to communicate
23 with borrowers on behalf of the bank, right?
24 A Correct.
25 MR. CASH: Okay. That was
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1 Exhibit L1. For the record, we're just
2 looking at Page 2. There's other stuff on
3 Page 1 that's irrelevant. I will put that
4 in as Exhibit L1.
5 (Exhibit L1
6 was marked
7 for identification.)
8 MR. BATES: If you'd include the
9 entire exhibit as L1.
10 MR. CASH: Yeah. I was just
11 stating for the record we were looking at
12 Page 2. And I will also tell you if there
13 are attorney/client privileged information
14 on any of these exhibits, I'm going to be
15 redacting that.
16 Q (By Mr. Cash) Okay. So I want to
17 discuss a little bit -- now the bank is
18 aware that Jill Sport is going to help
19 assist borrowers. We just saw that. And I
20 want to know if you think any of the things
21 that Sport & Wheat did -- I'm going to
22 represent to you that Sport & Wheat did
23 these things. I'm going to ask if you think
24 it would have assisted the bank. So would
25 it have assisted the bank if Sport & Wheat
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1 had counseled borrowers on whether to apply
2 for a PPP loan or not?
3 MR. BATES: Object to the
4 foundation. Object to compound questions.
5 You have assumed in your question things
6 that the witness has not acknowledged or
7 testified to.
8 MR. CASH: All right. We have a
9 stipulation on the objections so you can
10 object to form and all those other
11 objections are preserved. But that's my
12 question.
13 MR. BATES: Did you understand?
14 A I don't see much in that
15 communication other than a copy of a tax
16 return. That doesn't seem to add -- I mean,
17 I have no way to know whether the customer
18 even could have had a copy of that tax
19 return on their own. It's the first time
20 I've seen that email.
21 Q And I'm not talking about the
22 email anymore so I don't want to confuse
23 you. I'm asking in general.
24 If Sport & Wheat had counseled a
25 borrower whether to apply for a PPP loan or
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1 whether not to apply for a PPP loan, would
2 that have assisted the bank?
3 A There's no way to know the answer
4 to that question. I can't presume what you
5 mean by assisted or what that would have
6 done. I don't know how to answer that
7 question.
8 Q Okay. If Sport & Wheat had
9 advised borrowers on what the law was, what
10 the requirements of the program were, would
11 that have assisted the bank?
12 A That in and of itself, it's
13 impossible to know whether that would make a
14 difference to Synovus or not.
15 Q Well, Mr. Adams, you told us that
16 400 people had been pulled in and would have
17 had some communication with borrowers in
18 some capacity. You told us that people were
19 taken off their other jobs and pressed into
20 service as PPP processors.
21 MR. BATES: Object.
22 Q (By Mr. Cash) We saw the email
23 where Mr. McClanahan said that they were
24 working until 11:00 and 12:00 at night. And
25 you told me that the bank was busy. So
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1 there was a lot going on at the bank.
2 My question is, if Sport & Wheat
3 had helped borrowers understand what the
4 requirements were for the PPP, wouldn't that
5 have assisted the bank so the bank employees
6 could go and do the other things that they
7 needed to do in the program?
8 MR. BATES: Object to the form of
9 the question first as to the pejorative of
10 pressing someone into service. Secondly, I
11 object based upon the presumption that they
12 would be applying to Synovus Bank as
13 distinct from any other bank. Third, as to
14 whether or not the bank would be satisfied
15 that it discharged the obligation. I object
16 to the question on the basis of form and any
17 number of different reasons, and I
18 articulate them only so that you might have
19 an opportunity cure it.
20 MR. CASH: Okay. Listen, your
21 objection is longer than the question, and
22 it's getting into coaching. So I would just
23 like to get an answer to the question and
24 just keep the objections to the form,
25 please.
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1 A Can we restate -- can we repeat
2 the question?
3 Q Sure. I'm happy to ask it again.
4 My question is, if Sport & Wheat
5 counseled a borrower about the rules and
6 requirements of PPP, and we'll assume that
7 the borrower then went on and successfully
8 funded with Synovus, wouldn't that have
9 assisted Synovus?
10 A I would say that's -- it may. It
11 may not. We would have to go through all
12 the same steps. We'd still have to review
13 all the documentation. We'd still have to
14 confirm all the calculations. And the
15 borrower would still have to make all the
16 same certifications. So there's no reduced
17 risk that allows us to skip certain steps in
18 the process if that were to have occurred.
19 And I'd have no way of knowing, or we would
20 have no way to know whether that advice --
21 the hypothetical advice you referenced
22 resulted in a different loan process.
23 Q Well, it would have saved
24 communications between the bank and the
25 borrower, true? If the agent counsels the
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1 borrower on what the rules are, that takes
2 the burden off the bank to do the same
3 thing, doesn't it?
4 A We had communicated guidelines
5 for the program, provided reference and
6 links to, you know, guidance about the
7 program to customers. We made all that
8 available to everybody. So I'm not sure it
9 would have made a difference on an
10 individual application basis.
11 Q What about if Sport & Wheat had
12 assisted borrowers in collecting their
13 documents and making sure they had the right
14 documents in hand when they filed the
15 application? Wouldn't that have assisted
16 the bank?
17 A I see that as assisting the
18 applicant who -- I mean, from our
19 standpoint, once we get the document -- now,
20 you could say that if we reviewed a -- if we
21 opened a ticket and didn't have the right
22 information, we'd have to take the time to
23 send a notice to that customer that they
24 still need more information to complete the
25 process, but it would just go back to them
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1 to provide -- it would be in a holding
2 pattern until we got all the right
3 documentation.
4 Q Let me walk you through some text
5 messages if I can. Do you see that?
6 A I do see that.
7 Q Okay. So I'm going to mark this
8 as Exhibit L2.
9 (Exhibit L2
10 was marked
11 for identification.)
12 Q And these are text messages
13 between Anna Weaver, the bank manager we
14 just -- whose email you just confirmed, and
15 Jill Sport. Okay. And I just want to walk
16 you through the communication that Sport &
17 Wheat did have with the bank and then ask
18 you some questions about it.
19 So if you look here at the
20 bottom, this first one is April 3rd. It
21 says, "Guess you've heard Regions went live
22 and crashed immediately."
23 And Ms. Weaver applies, "Oh, my
24 Lord."
25 Do you see that?
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1 A I do see that.
2 Q Okay. So I'm just trying to
3 orient you here. It's April 3rd and a bank
4 employee is texting with Jill Sport about
5 borrowers.
6 Here later on in the chain
7 Ms. Sport says, "I'm about to make a bloody
8 Mary. I swear."
9 And Ms. Weaver texts back a
10 picture of -- it looks like pinot noir. Do
11 you see that?
12 A I do see that.
13 Q Okay. And Ms. Sport here says,
14 "Other banks are asking for bank statements
15 to support payroll amounts. Any idea if
16 that's going to be required by you?"
17 Do you see that one?
18 A I do.
19 Q I mean, by this point you can
20 already tell that the bank is now aware --
21 is aware on April 3rd that Jill Sport is
22 communicating with the bank on behalf of
23 borrowers, correct?
24 MR. BATES: Object to the form of
25 the question. I will just leave it there
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1 per your prior request.
2 A Yes. We would be aware that
3 we're communicating with an individual, a
4 CPA.
5 Q Okay. And I'm not going to read
6 all these texts out loud, but you can see
7 here she says you don't require it. They're
8 talking back and forth here about being in
9 the test phase saying that the system will
10 be available by the end of the week.
11 I'll take you a little further
12 into April 3rd. Do you see Ms. Sport text
13 back a picture of a website saying, "It's
14 up"?
15 And you can see here that
16 Ms. Weaver says, "Gimmee that goose."
17 Do you see that?
18 A I see that.
19 Q Ms. Sport says, "I was watching
20 the site."
21 And Ms. Weaver says, "Thank you,
22 Jesus."
23 Do you see that one?
24 A Yes.
25 Q Further on Ms. Weaver starts
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1 talking about tax IDs, checking accounts,
2 and so on. So, again, it's not disputable
3 that Ms. Sport was in contact with the bank
4 talking about how to apply for PPP loans,
5 right?
6 MR. BATES: Object to the form of
7 the question.
8 A I'm sorry. Can you ask that last
9 question one more time?
10 Q Sure. I'm saying by April 3rd
11 it's pretty clear that the bank employee was
12 aware that Jill Sport was looking to
13 participate in the program on behalf of her
14 client.
15 MR. BATES: Same objection.
16 A I don't know that this -- the
17 bank employee would know that there is a --
18 presuming that they know who Ms. Sport is.
19 I don't have any knowledge of the prior
20 relationship or communication between these
21 two individuals, so it's hard to know what
22 would have been inferred by the banker other
23 than there is a CPA that's assisting a
24 mutual client in some form.
25 Q Okay. On the next page,
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1 Ms. Weaver texts a screenshot to Ms. Sport
2 saying, "Here's what you can expect,"
3 including some bullets.
4 Ms. Sport writes back with more
5 pages from the website.
6 Again, this just confirms that
7 the bank was aware that Ms. Sport was
8 looking to help with an application process,
9 doesn't it?
10 MR. BATES: Object to the form.
11 It does not.
12 MR. CASH: I'm sorry. What was
13 that?
14 MR. BATES: I object in that you
15 presume the answer in your question.
16 MR. CASH: I'm asking the
17 question and I want the answer.
18 A Please ask it again.
19 Q (By Mr. Cash) Don't these texts
20 show that on April 3rd the bank was aware
21 that Jill Sport was helping borrowers apply
22 through the bank's portal?
23 MR. BATES: Same objection.
24 A I think they would -- there would
25 be some indication that this individual was,
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1 you know, in some form helping or asking
2 questions.
3 Q Okay. About the borrowing
4 process, right? There's no other way to
5 read this, is there?
6 A I can't infer what from this
7 exchange or from what you're showing me,
8 which I'm seeing for the first time, what
9 Ms. Sport's intention may have been with
10 this, what she would have done with this
11 information.
12 Q Okay. Even though you saw the
13 previous email where these two individuals
14 communicated and it said she will be helping
15 with the process. Ms. Weaver said, "It
16 sounds great." You read that, but you still
17 don't think these texts support that the
18 bank knew that Ms. Sport was following
19 through on that communication?
20 A I would have to look at this
21 closer to understand what maybe the intent
22 was.
23 Q Okay. Well, Page 6 Ms. Weaver
24 says they're checking eligibility for each
25 applicant, following up with the application
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1 and document request.
2 Page 7 Ms. Sport is talking about
3 we don't have forecasted monthly expenses
4 for two months. They're asking what
5 utilities are. Ms. Weaver writes back,
6 "Hell fire and damnation. I don't know,"
7 talking about the application.
8 Ms. Weaver says, "Let's go to a
9 spa I know in San Antonio after this is
10 over."
11 Do these texts support that
12 Ms. Sport was helping put an application to
13 the bank? Wouldn't this support that the
14 bank knew Ms. Sport was trying to make an
15 application?
16 A It would indicate that this
17 Ms. Sport is, you know, doing something in
18 the process, you know, submitting
19 information it appears on behalf of the
20 customer.
21 Q Okay. Now, you said you have not
22 seen these before. And is Ms. Weaver
23 violating the policy you said about not
24 texting customers?
25 A She would be.
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1 Q Okay. So is it possible that
2 there are other bank employees who engaged
3 in similar messages with agents?
4 A It's possible.
5 Q And you have not searched for
6 text messages like this from anyone that
7 you're aware of?
8 A I have not.
9 Q Okay. But you now know they
10 exist because I'm showing them to you,
11 right?
12 A I know that this one exists.
13 Q Okay. On Page 8 -- I won't
14 belabor this. Page 8 it's now April 4th.
15 Ms. Weaver writes back and says they're
16 pulling them in in batches of 500. They
17 received 8,000 applications on Friday. It's
18 pretty clear they're talking about an
19 application, isn't it?
20 A It is.
21 Q Here's Page 9. It's a copy of
22 the Synovus email that would have gone to
23 clients. Do you see that?
24 A I do see that.
25 Q Okay. I'm not going to read all
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1 these. Page 11 she says, "Hey, Sweetie,
2 they're still working through submissions.
3 Majors was texting me at 10 last night. I'm
4 sure they will receive something."
5 Again, I just wanted to show you
6 that there were texts back and forth between
7 the bank and Ms. Sport.
8 Now you see on April 6th, "Do you
9 have the ability to see what's going on with
10 the Fla. Stat.
90 5055
11 Now, I want to advise you if you
12 read the complaint, we referred to Borrower
13 C in the complaint, and that's because we
14 wanted to preserve the privacy of businesses
15 in the public eye. But I'm happy to tell
16 you that Borrower C is Fla. Stat. 90.5055
19 MR. BATES: At this point I want
20 to interject on the record that when you
21 served your discovery, you told us on May
22 27th that you would be happy to furnish the
23 name of the borrower. In fact, you said --
24 let me finish. You said, On request
25 plaintiff will supply the bank with
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1 sufficient information to identify all such
2 borrowers. And on June 2nd, I asked for
3 that so that we could prepare our 30(b)(6)
4 witness for the questions you're going to
5 ask. And I suggest you have deliberately
6 withheld that information until today when
7 we could have done our own research and had
8 a witness prepared on this topic to answer
9 your questions.
10 MR. CASH: Philip, I will accept
11 your representation that your witness was
12 not prepared by you on loans that your bank
13 knew full well involved my client. I'll
14 accept it. But I'm going to conduct my
15 deposition and ask my questions. If your
16 witness doesn't have these documents because
17 he didn't look for them, then fine. You can
18 explain that at the relevant time. But I'm
19 going to ask my questions.
20 MR. BATES: No. I know you're
21 going to ask the questions. I'm saying that
22 you have deliberately hid the ball on what
23 you represented up front you would do and
24 you did not.
25 MR. CASH: Yeah. I don't agree
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1 with that. We're clearly identifying the
2 borrower right now, and the bank knew about
3 it as you can see. So I'm going to proceed
4 with these questions, and I'd appreciate if
5 you want to object, object to the form.
6 Otherwise, I'll do my job.
7 MR. BATES: I'd like to take a
8 break.
9 MR. CASH: No.
10 MR. BATES: I would like to
11 confer with my co-counsel.
12 MR. CASH: I don't want to take a
13 break right now. I want to finish this line
14 of questioning. That's not a valid reason
15 to take a break. Now, I'm going get through
16 these texts.
17 Q (By Mr. Cash) Now, Mr. Adams, it
18 says here, "Do you have the ability to see
19 what's going on with Fla. Stat. 90.5055 You see
20 again Ms. Weaver talking about -- saying
21 she's surprised there's no communication
22 from the bank.
23 COURT REPORTER: Mr. Cash, you're
24 garbled. I can't really understand you.
25 MR. CASH: I don't know how to
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1 get any closer than this or yell any louder.
2 I'm very sorry.
3 Q (By Mr. Cash) Mr. Adams, do you
4 see the text on Page 12?
5 A I do.
6 Q Okay. So, again, this is pretty
7 clear evidence that Ms. Sport is
8 communicating with the bank about this
9 borrower, correct?
10 MR. BATES: I object to the form
11 in the sense that you say that it's pretty
12 clear.
13 MR. CASH: Okay.
14 Q (By Mr. Cash) What's the answer,
15 Mr. Adams?
16 A It appears that there is
17 communication between these same two
18 parties.
19 Q Okay. I'm flipping ahead to Page
20 15 -- actually, 14.
21 So Ms. Weaver at this point says
22 the bank has rejected eleven hundred
23 applications due to TIN or name mismatch.
24 Those customers will get phone calls.
25 They're in the system.
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1 I think the bank -- I think you
2 told me that there was a cue for dealing
3 with applications that had problems and that
4 had name mismatches. Didn't you say that
5 earlier?
6 A Yes, sir.
7 Q Okay. Is that what she's texting
8 about here?
9 A It appears to be.
10 Q Okay. And you see on Page 16,
11 April 6th, Jill Sport says, I think we found
12 the problem. The questionnaire asked for
13 the legal name, and that's what the Coyles
14 put down.
15 Ms. Weaver writes back to say,
16 "Can it be corrected?"
17 And Ms. Sport says, "Working on
18 it."
19 Do you see that?
20 A I do.
21 Q So isn't this a statement where
22 the bank is asking Ms. Sport to correct the
23 problem on the application so the bank can
24 process the loan?
25 A I don't see that explicitly. I
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1 see that they're asking about, you know, the
2 issues and exceptions and asking if it's
3 something that can be changed on their side.
4 So it would presume there's some
5 involvement.
6 MR. PRATHER: Mr. Cash, we're
7 going to go ahead and take a break now. I
8 need to take a break. I think we've got
9 some lunch here so we're going to go off the
10 record here.
11 MR. CASH: You can take a break.
12 That's fine. How much time do you need?
13 MR. PRATHER: I think for us to
14 eat lunch maybe half an hour, give or take.
15 MR. CASH: That's fine.
16 (Lunch recess.)
17 MR. BATES: Mr. Cash, while we're
18 on the record, I'm going to ask you one more
19 time to please send me the complete
20 documents you intend to present to the
21 witness so that I can look at them before
22 you ask the witness questions about it.
23 MR. CASH: I'm going to let you
24 see them as soon as I put them up.
25 MR. BATES: I have not been able
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1 to see an entire document yet.
2 MR. CASH: Well, you can sit by
3 the witness and see all the documents that
4 I'm putting up.
5 MR. BATES: I want to see the
6 entire document before you start asking
7 questions about the document to the witness.
8 MR. CASH: If you want I'll send
9 you the text messages one at a time. We can
10 do it that way. Or you can just sit there
11 and read them. I have seven left. I'm not
12 going to send you my exhibits in advance,
13 just like you wouldn't send me everything
14 that's on the table in front of you. It's
15 just not how it works.
16 MR. BATES: It is how it works.
17 And what's on the table in front of me is
18 work product. What's in front of you is
19 documents you intend to ask my witness
20 about. And I'm entitled to see them before
21 the witness does.
22 MR. CASH: Well, I'm going on
23 with my deposition. I'm taking us back to
24 Exhibit L2. We're on Page 18.
25 Q (By Mr. Cash) Mr. Adams, this is
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1 continuing on with the messages between Anna
2 Weaver and Jill Sport. You see it says
3 April 7th. Now, Jill is saying, "Hey, I
4 just found out that Hancock is going to pay
5 us if we sign an agent acknowledgment form
6 and provide a W-9. Have you heard if
7 Synovus plans to do anything in the regard?"
8 Do you see that text?
9 A I see that text.
10 Q Okay. Now, this is five or six
11 days, by my math, after Synovus made the
12 decision on April 1st or 2nd not to pay
13 agents, correct?
14 A That's correct.
15 Q Okay. And so although that
16 decision had been made, at this point
17 Ms. Weaver, who is acting as a relationship
18 manager out in the field, replies and she
19 says, "I have not heard. Larry might know
20 more."
21 Do you see that?
22 A I see that response.
23 Q Okay. Do you have any idea why
24 Ms. Weaver would not have been aware of this
25 policy?
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1 A I can't speculate why she may not
2 have been aware.
3 Q Should she have been aware of the
4 policy on this date?
5 A Yes, she should have.
6 Q Okay.
7 MR. BATES: Let me interrupt.
8 Mr. Cash, is this a redacted document?
9 MR. CASH: I'm going to produce
10 more than what I'm showing, but I grayed out
11 the areas that I'm just not interested in
12 asking about to make it clearer to the
13 witness what it is we are and aren't talking
14 about.
15 MR. BATES: I object to you
16 producing only a portion of the document you
17 want to ask the witness a question about.
18 MR. CASH: Well, it's a stream of
19 texts. So if the texts aren't relevant to
20 the case, you would never get them.
21 MR. BATES: You know what?
22 You're asking questions about particular
23 portions of a conversation without having
24 the entire conversation disclosed, and that
25 is fundamentally not correct.
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1 MR. CASH: Okay. All right. I'm
2 going to go on with my questions.
3 MR. BATES: Again, I object to
4 your producing part of a document to ask a
5 witness questions where the witness doesn't
6 have the opportunity to examine the context
7 in which the comments are made.
8 MR. CASH: No. I disagree.
9 Q (By Mr. Cash) All right. I'm
10 going switch to different texts at this
11 point because she's referring to Larry,
12 Larry Strain. Are you familiar with Larry
13 Strain?
14 MR. BATES: Object. I don't see
15 where it identifies Larry's last name.
16 Q (By Mr. Cash) Mr. Adams, are you
17 familiar with Larry Strain?
18 A Yes.
19 MR. PRATHER: We need to take a
20 break real quick.
21 MR. CASH: No. We just did take
22 a break.
23 MR. PRATHER: Mr. Cash, we're
24 taking a break. Okay? We're taking a
25 break.
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1 MR. CASH: No.
2 MR. PRATHER: Mr. Cash, we're
3 taking a break.
4 MR. CASH: You take a break,
5 that's on you. We're not taking breaks. I
6 want to continue on.
7 MR. BATES: Go ahead. He won't
8 answer until you get back.
9 MR. CASH: I'm going on with the
10 questions. I am the officer taking the
11 deposition. You're not taking a break. We
12 just took a break.
13 MR. BATES: We have a technical
14 issue at this end, Mr. Cash. Maybe you
15 could use this break time to send me the
16 documents.
17 MR. CASH: If you walk out of the
18 deposition, that's a failure to appear.
19 MR. BATES: We're not walking
20 out.
21 MR. CASH: That's your choice,
22 but that is a mistake. We have just taken a
23 break. I am sorry that you guys didn't
24 collect the documents that you have and that
25 you're not aware of them, but I have them.
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1 I'm using them. There is no rule that says
2 I have to show you every exhibit I plan to
3 use.
4 MR. BATES: There is a rule that
5 I'm entitled to see the exhibit before you
6 put it in front of the witness.
7 MR. PRATHER: Madam court
8 reporter, we're off the record. We're
9 stopping the deposition.
10 MR. CASH: I refuse -- I am
11 paying for this deposition. We are not
12 going off the record. I am going to
13 continue on with the questions. If the
14 witness wants to walk out, I'm going to ask
15 the questions to an empty chair. I'm not
16 playing games with you guys.
17 MR. BATES: Oh, yes, you are.
18 You have been.
19 Q (By Mr. Cash) Mr. Adams, do you
20 know who Larry Strain is?
21 MR. PRATHER: Mr. Cash, we are
22 off the record.
23 MR. CASH: We are not off the
24 record. I refuse to go off the record. I
25 am taking this deposition. The record is
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1 going to show everybody walked out. I'm
2 taking a screenshot and I'll attach that to
3 the deposition.
4 (Exhibit S1
5 was marked
6 for identification.)
7 Why are you taking the break?
8 MR. PRATHER: Mr. Ramsey has a
9 call that he has to take. I'm waiting for
10 him to get off his call.
11 MR. CASH: I am taking the
12 deposition. I'm sorry that your lawyer
13 can't sit there and do the deposition.
14 After you guys lectured me about
15 professional courtesy, this is highly
16 irregular. You just had your break. Take
17 your calls on your own time. You all agreed
18 to be here.
19 COURT REPORTER: Mr. Cash, you're
20 the only one here.
21 MR. CASH: That's fine. I need
22 to make my record. Did you in fact stop
23 recording anything?
24 COURT REPORTER: Just then when I
25 said that you were the only one here.
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1 (Off the record.)
2 MR. BATES: Mr. Cash, we're going
3 to move to terminate or limit the deposition
4 under Rule 30(d). Under federal rule 30(d),
5 we are entitled to see documents before
6 they're put to our witness. We are entitled
7 to have the witness consider the document in
8 context. And with respect to the way this
9 is being posed without the preservation --
10 pardon me -- without the prior
11 communications that you had promised, we
12 think there are grounds to terminate the
13 deposition under 30(d)(2) -- pardon me --
14 30(d)(3), and so we're going to do that.
15 MR. CASH: I will tell you that
16 under 30(c)(2), if you have an objection to
17 the evidence, to the parties' conduct, to
18 the officers' qualifications, or the manner
19 of taking the deposition, or any other
20 aspect of the deposition, that must be noted
21 on the record but the examination still
22 proceeds. That is the rule. If you have a
23 problem with the documents, the rule is
24 telling you to sit there and let me finish
25 my deposition. If you think you want to
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1 file a 30(d) motion, that's your right, but
2 you're making a mistake. You're cutting off
3 questions that I had that did not relate to
4 exhibits. I am not finished with my exam.
5 The witness has not appeared on all the
6 topics. The witness wasn't prepared on all
7 the topics. And if you're really intending
8 to go forward with this, we will brief the
9 issue. This is wrong. And there are
10 questions -- I want it to be clear. There
11 are questions I would have asked that did
12 not involve these documents that you think
13 are in dispute. You're not doing this in
14 good faith.
15 MR. BATES: Oh, I'm doing it in
16 good faith.
17 MR. CASH: All right.
18 MR. BATES: I've never been
19 treated this way in a deposition before
20 ever.
21 MR. CASH: I'm going to reserve
22 my remarks.
23 MR. PRATHER: Madam court
24 reporter, we're closing the office and
25 you're free to go.
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1 MR. CASH: I want to continue to
2 record everything that was in the room
3 please.
4 Ms. Court Reporter, did you get
5 all the comments?
6 COURT REPORTER: Yes.
7 MR. CASH: I'm going to attach as
8 an exhibit a screenshot of this, you guys
9 walking out, as Exhibit S1.
10
11 (Deposition adjourned at 1:24 p.m.)
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1 SIGNATURE OF WITNESS
2
3 I, ___________________________,
4 do hereby certify that on this _________ day
5 of ________________ 2020, I have read the
6 foregoing transcript and to the best of my
7 knowledge it constitutes a true and accurate
8 transcript of my testimony taken by oral
9 deposition on June 18, 2020.
10
11 ____________________
12 WITNESS
13
14 Subscribed and sworn to
15 before me this _______
16 day of ______________,
17 2020.
18
19
20 _____________________________
21 NOTARY PUBLIC
22
23
24
25
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1 C E R T I F I C A T E
2 I do hereby certify that the above and
3 foregoing transcript of proceedings in the
4 matter aforementioned was taken down by me in
5 machine shorthand, and the questions and
6 answers thereto were reduced to writing under
7 my personal supervision, and that the
8 foregoing represents a true and correct
9 transcript of the proceedings given by said
10 witness upon said hearing.
11
12 I further certify that I am neither of
13 counsel nor of kin to the parties to the
14 action, nor am I in anywise interested in the
15 result of said cause.
16
17
18
19 ___________________________
KAREN HINCH, CSR
20 CERTIFIED COURT REPORTER
21
22
23
24
25
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