Complaint — DeLand Senior Care, LLC v. United States of America (Case 6:25-cv-01354, M.D. Fla., Document 1)

Summary

Complaint filed July 18, 2025 as Document 1 in Case 6:25-cv-01354-JSS-CAB, United States District Court for the Middle District of Florida, by DeLand Senior Care, LLC and Home Health Care of Florida, LLC against the United States of America, Vensure Employer Services, Inc., People, Inc., Cohesive Networks, Inc., and Cohesive Networks 2, Inc. The plaintiffs seek a federal tax refund totaling $1,637,438.33 claimed against DeLand's payroll tax returns for the quarters ending June 30, 2021 and September 30, 2021. The complaint states that the claim was filed with the IRS on or before May 23, 2023 through DeLand's third-party payor, Cohesive 2, and remains unpaid. It sets out the CARES Act Employee Retention Credit rules, requests the refund with interest and attorney's fees, and demands a jury trial.

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Case 6:25-cv-01354-JSS-CAB Document 1 Filed 07/18/25 Page 1 of 27 PageID 1

IN THE UNITED STATES DISTRICT COURT
FOR THE MIDDLE DISTRICT OF FLORIDA

DELAND SENIOR CARE, LLC
and HOME HEALTH CARE OF
FLORIDA, LLC

Plaintiffs,
JURY DEMAND

CIVIL NO:______________
vs.

UNITED STATES OF
AMERICA,
VENSURE EMPLOYER
SERVICES, INC, PEOPLE,
INC., COHESIVE NETWORKS,
INC., and COHESIVE
NETWORKS 2, INC.

Defendants.

COMPLAINT

DeLand Senior Care, LLC (hereinafter “Plaintiff DeLand” or “DeLand”)

and Home Health Care of Florida, LLC (hereinafter “Plaintiff Home Health”

or “Home Health”) (collectively together hereinafter “Plaintiffs”), by and

through its undersigned counsel files this Complaint against Defendants, United

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States of America (“Defendant USA” or “United States”), Vensure Employer

Services, Inc. (“Defendant Vensure” or “Vensure”), People, Inc. (“Defendant

People HRO” or “People HRO”), Cohesive Networks, Inc. (“Defendant

Cohesive 1” or “Cohesive 1”), and Cohesive Networks 2, Inc. (“Defendant

Cohesive 2” or “Cohesive 2”), pursuant to 26 U.S.C. §§ 7422, 6532 & 3504. 1

Plaintiffs file this civil action for a federal tax refund totaling

$1,637,438.33, claimed for refund against Plaintiff DeLand’s payroll tax returns

for quarterly tax periods ending June 30, 2021 and September 30, 2021 (the 2 nd

& 3rd quarters of 2021) that was duly and timely claimed and filed with the

Defendant USA’s nonparty agency, the Internal Revenue Service (the “IRS” or

the “Service”) on or before May 23, 2023 via Plaintiff DeLand’s 26 U.S.C. §

3504 third-party payor (“TPP”), Defendant Cohesive 2, whom in-turn was

acting along with Defendants’ Vensure, People HRO, and Cohesive 1 in a

collective TPP business enterprise, yet remain unchallenged and unpaid to

Plaintiffs by any of the Defendants or the IRS.

I. PARTIES, JURISDICTION AND VENUE

1. Plaintiff DeLand is a Limited Liability Company (LLC) formed

under the laws of the State of Delaware, registered to conduct business in the

1
See also Fed. R. Civ. Proc. 19(a)(1) & 20(a)(2)(A)-(B).

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State of Florida, and whose principal business address is 5270 N. U.S. Hwy 1,

Suite 101, Palm Shores, FL 32940.

2. Plaintiff Home Health is a Limited Liability Company (LLC)

formed under the laws of the State of Florida and whose principal business

address is 5270 N. U.S. Hwy 1, Suite 102, Palm Shores, FL 32940.

3. Plaintiffs operate together and individually within a business

enterprise offering continuing care and health services in central Florida.

4. Defendant USA is the United States of America and may be served

by mailing two copies of this Complaint, along with a copy of the Court-issued

Summons, by certified mail to the civil-process clerk of the United States

Attorney for the Middle District of Florida at 400 North Tampa Street, Suite

3200, Tampa, FL 33602, and mailing two copies of the Complaint by certified

mail to the Honorable Pamela Bondi, Attorney General of the United States,

950 Pennsylvania Avenue, NW, Washington, DC 20530-0001.

5. Jurisdiction of this Court as to Defendant USA is proper pursuant

to 28 U.S.C. §§ 1340 and 1346.

6. Venue of this Court as to Defendant USA is proper pursuant to 28

U.S.C. §§ 1396 and 1402.

7. Defendant USA’s nonparty agency, the Internal Revenue Service

(the “IRS” or the “Service”), has factual relevance to this action, and the IRS

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may be additionally served by mailing two copies of this Complaint by certified

mail, along with a copy of the Court-issued Summons, by certified mail to the

Internal Revenue Service, 1111 Constitution Avenue, NW., Washington, DC

20224.

8. Defendant Vensure is a domestic for-profit business corporation

incorporated under the laws of the State of Arizona, registered to conduct

business within the State of Florida, with principal businesses addresses of 1475

S. Price Rd, Chandler, AZ 85286, and whom may be served via Vensure’s

registered agent for service of process in the State of Florida, Cogency Global

Inc., at 115 North Calhoun St, Suite 4, Tallahassee, FL 32301.

9. Defendant People HRO is a profit corporation incorporated under

the laws of the State of Florida, with principal businesses addresses of 1475 S.

Price Rd, Chandler, AZ 85286 and 3501 East Frontage Road, Suite 350, Tampa,

FL 33607, and whom may be served via People HRO’s registered agent for

service of process in the State of Florida, Cogency Global Inc., at 115 North

Calhoun St, Suite 4, Tallahassee, FL 32301.

10. Defendant Cohesive 1 is a profit corporation incorporated under the

laws of the State of Florida, with principal business addresses of 1475 S. Price

Rd, Chandler, AZ 85286 and 3501 East Frontage Road, Suite 350, Tampa, FL

33607, and whom may be served via Cohesive 1’s registered agent for service of

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process in the State of Florida, Cogency Global Inc., at 115 North Calhoun St,

Suite 4, Tallahassee, FL 32301.

11. Defendant Cohesive 2 is a profit corporation incorporated under the

laws of the State of Florida, with principal business addresses of 1475 S. Price

Rd, Chandler, AZ 85286 and 3501 East Frontage Road, Suite 350, Tampa, FL

33607, and whom may be served via Cohesive 2’s registered agent for service of

process in the State of Florida, Cogency Global Inc., at 115 North Calhoun St,

Suite 4, Tallahassee, FL 32301.

12. Defendants’ Vensure, People HRO, Cohesive 1, and Cohesive

operate together and individually within a business enterprise offering, amongst

others, 26 U.S.C. § 3504 third-party [tax] payor (“TPP”) services (hereafter

referred collectively together as the “Vensure TPP Enterprise Defendants” or

“Vensure TPP Enterprise Defendant Group”).

13. Jurisdiction of this Court is proper as to the Vensure TPP Enterprise

Defendants, together and individually, pursuant to 28 U.S.C. §§ 1331 and 1340.

14. Venue of this Court is proper as to the Vensure TPP Enterprise

Defendants, together and individually, pursuant to 28 U.S.C. §§ 1391(b)(2) and

1396.

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II. NATURE OF THE FEDERAL TAX ISSUE AND ACTION

A. Federal Employment Taxes

15. Pursuant to federal law, employers are required to withhold certain

federal income taxes and taxes from the Federal Insurance Contributions Act

(“FICA Payroll Taxes”) from their employee’s wages and other compensation.

16. Pursuant to 26 U.S.C. §§ 3102, 3111, 3301, and 3402, employers are

also required to pay their own portion of FICA Payroll Taxes and taxes from

the Federal Unemployment Taxes and Federal Unemployment Tax Act

(“FUTA Taxes”), and FICA Payroll Taxes and FUTA Taxes are collectively

commonly referred to as “employment taxes” or “payroll taxes”.

17. Pursuant to 26 U.S.C. §§ 6302 and 6157, as well as 26 C.F.R. §§

31.6302-1, 31.6302(c)-1, and 31.6302(c)-3, employers are required to

periodically deposit employment tax payments in certain prescribed federal

deposit banks.

18. Pursuant to 26 U.S.C. § 6011, as well as 26 C.F.R. § 31.6071(a)-1,

employers are further required to file quarterly payroll tax returns (“IRS Form

941” or “Form 941”) and annual returns for their payroll Taxes.

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B. Third-Party Payors of Employment Taxes – 26 U.S.C. § 3504

19. Pursuant to 26 U.S.C. § 3504, employers can employ a fiduciary,

agent, or other person to have the control, receipt, custody, and/or disposal of

the wages of its employees.

20. Pursuant to 26 C.F.R. § 31.3504-1, the IRS may permit such Section

3504 agents to perform such required employer actions, as if they were the

employer whom they were contracted.

21. A third-party “payor” (“TPP”) of a client employees’ wages and

respective payroll taxes is such pursuant to a “service agreement” defined by 26

C.F.R. § 31.3504-2(b)(2)(i) as an agreement where the payor:

a. “Asserts it is the employer (or “co-employer”) of the individual(s)
performing services for the client;”2

b. “Pays wages or compensation to the individual(s) for services the
individual(s) perform for the client;”3

c. “Assumes responsibility to collect, report, and pay, or assumes
liability for, any taxes applicable under subtitle C of the Code with
respect to the wages or compensation paid by the payor to the
individual(s) performing services for the client." 4

22. Pursuant to 26 C.F.R. § 31.3504-2(b)(2)(ii), a payor may “implicitly

or explicitly” provide that it is the employer, or co-employer, of the employees

providing services to its client for purposes of permanent and temporary

2
26 C.F.R. § 31.3504-2(b)(2)(i)(A).
3
Id. at (B).
4
Id. at (C).

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employee recruitment and hiring, its own direct hiring for performing services

back to its client, and for purposes of employment tax returns’ filings for payroll

tax purposes using the payor’s employer identification number not the client’s.

23. A type of third-party payor for the outsourcing payroll services is a

“Professional Employer Organization” (“PEO”) that may or may not be

voluntarily “certified.”5

C. The COVID-19 Pandemic-Related “CARES” Act

Employee Retention Credit (“ERC”)

24. At the outset of the global COVID-19 pandemic, the United States

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

Act”) on March 27, 2020, which provided numerous federal government

programs and funding in response to the economic challenges faced by the

American people, businesses, and taxpayers.6

25. Amongst the CARES Act provisions, section 2301 provided for a

new Employee Retention Credit (“ERC” or “ERTC”), which is a “refundable”

tax credit applied against the employer-portion of businesses employment taxes

5
See Internal Revenue Service (IRS), “Outsourcing payroll and third-party payers,”
https://www.irs.gov/businesses/small-businesses-self-employed/outsourcing-payroll-and-
third-party-payers.
6
See The Coronavirus Aid, Relief and Economic Security Act (CARES Act), Pub. L. No 116-
136, 134 Stat. 281 (2020).

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for the period from March 12 through December 31, 2020.7 Section 2301 of the

CARES Act was later amended by the Taxpayer Certainty and Disaster Relief

Act of 2020 (the “Relief Act”) to extend ERC into the first two quarters of 2021.8

The American Rescue Plan Act of 2021 (“ARPA” or “ARPA 2021”) further

extended ERC through the end of 2021.9 The Infrastructure Investment and

Jobs Act (“IIJA”) later removed eligibility for most employers in the fourth

quarter of 2021.10 The ERC credit was ultimately codified as 26 U.S.C. § 3134,

where Title 26 is the “Internal Revenue Code.”

26. Pursuant to 26 U.S.C § 3134(c)(2)(A)(ii), ERC provides a few

different avenues of qualification, and all aimed at both incentivizing and

rewarding businesses maintaining employment during the COVID-19 pandemic

in 2020 and 2021. Specifically:

a. Certain businesses meeting certain defined business disruption

criteria by quarter were equally eligible for the same per employee

refundable ERC tax credit by quarter,

b. Businesses who demonstrated certain quantitatively defined gross

receipt drops by quarter, as compared to pre-pandemic periods,

7
See id.
8
See The Taxpayer Certainty and Disaster Relief Act of 2020, Pub. L. 116-260, Div. EE
(2020).
9
See The American Rescue Plan Act of 2021, Pub. L. 117-2, 135 Stat. 4 (March 11, 2021).
10
See Infrastructure Investment and Jobs Act, Pub. L. 117-58, 135 Stat. 429 (Nov. 15, 2021).

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were eligible for a per employee per quarter refundable ERC tax

credit, or

c. Certain businesses defined as “recovery startup businesses.”

D. ERC Qualification – Significant Reduction in Gross Receipts

Qualification

27. For the March 12 through December 31, 2020 time periods and

pursuant to section 2301 of the CARES Act, employers are eligible for the ERC

tax credit in quarters beginning when gross receipts are less than 50 percent of

gross receipts for the same calendar quarter in 2019 and ending in the first

calendar quarter after the calendar quarter in which gross receipts are greater

than 80 percent of gross receipts for the same calendar quarter in 2019.

28. For the January 1 through September 30, 2021 time periods and

pursuant to section 2301 of the CARES Act, as amended by section 207 of the

Relief Act and section 9651 of ARPA 2021 and IIJA, employers are eligible for

the ERC tax credit in quarters where gross receipts are less than 80 percent of

the same quarter in 2019, and furthermore, the employers are permitted to use

the preceding calendar year quarter when comparing to the same 2019 quarter

in making these determinations.

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E. ERC – Single Aggregated Employer Rule

29. Pursuant to section 2301(d) of the CARES Act, as amended by

section 207(a)(1) of the Relief Act, additionally amended by ARPA and IIJA,

and finally codified in 26 U.S.C. § 3134(d), “[a]ll persons treated as a single

employer under subsection (a) or (b) of section 52 of the Internal Revenue Code

of 1986, or subsection (m) or (o) of section 414 of such Code, shall be treated as

one employer for purposes of this section.”

30. Pursuant to 26 U.S.C. § 52(a), a “controlled group of corporations”

treated as the same employer further incorporates 26 U.S.C. § 1563(a) and is

ultimately defined as:

a. A “parent-subsidiary” controlled group of corporations where the

“parent” entity owns more than fifity-percent (50%) of a

“subsidiary,” and

b. A “brother-sister” controlled group of corporations where multiple

potential sibling entities are owned by five (5) or few owners who

have more than fifty-percent (50%) combined ownership least

eighty-percent (80%) of the total combined voting power of all

sibling entities, and

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c. Certain combinations, including those entities with overlapping

fiscal periods, thereof.11

F. ERC – Credit Amount Determination

31. For the March 12 through December 31, 2020 time periods and

pursuant to section 2301 of the CARES Act, employers are eligible for the ERC

tax credit in quarters beginning when gross receipts are less than 50 percent of

gross receipts for the same calendar quarter in 2019 and ending in the first

calendar quarter after the calendar quarter in which gross receipts are greater

than 80 percent of gross receipts for the same calendar quarter in 2019.

32. For the January 1 through September 30, 2021 time periods and

pursuant to section 2301 of the CARES Act, as amended by section 207 of the

Relief Act and section 9651 of ARPA 2021 and IIJA, employers are eligible for

the ERC tax credit in quarters where gross receipts are less than 80 percent of

the same quarter in 2019, and furthermore, the employers are permitted to use

the preceding calendar year quarter when comparing to the same 2019 quarter

in making these determinations.

33. Section 2301(g) of the CARES Act, as amended by section 206(c)(2)

of the Relief Act, and 26 U.S.C. § 3134(h)(2) provide that any payroll costs

covered as “forgiven” by the Paycheck Protection Program (PPP) of the 2020

11
See also 26 C.F.R. § 1.1563-1

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CARES Act are excluded “qualifying wages” for purposes of the ERC tax

credits.12

G. ERC – Refundability and Amendment for Refund Claim

34. Pursuant to section 2301(b), et al, and 26 U.S.C. § 3134(b), ERC tax

credit claims are first used to offset employment taxes for the respective period,

and any excess is further “refunded” to the taxpayer claimant per 26 U.S.C. §§

6402(a) and 6413(b).

35. Pursuant to 26 U.S.C. § 6511, taxpayers have up to three (3) years

from the date of filing a tax return to amend the same return for a claim for

refund or credit of taxes, and further pursuant to 26 U.S.C. § 6513(c), the date

of filing for payroll tax returns are deemed filed on April 15 th of the succeeding

calendar year.

H. Submitting Amended Tax Returns and Other Tax Documents to IRS

36. Pursuant to 26 U.S.C. § 7502, the “date of delivery” of any

taxpayer’s submission or filing of “any return, claim, statement, or other

document” submitted by mail is the postmark date of the mailing.

37. Pursuant to 26 U.S.C. § 7502(c) and 26 C.F.R. § 301.7502-1, such

mailings described in statement no. 36 above that are mailed via the United

12
See also The Coronavirus Aid, Relief and Economic Security Act (CARES Act), Pub. L. No
116-136, 134 Stat. 281(2020).

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States Postal Service (USPS) via “registered mail” or “certified mail” is prima

facie evidence that such a mailing was “delivered” to the IRS on the postmark

date; the postmark date being the date of registered mail registration and/or

certified mail payment.

38. Further, pursuant to 26 U.S.C. § 7502(c) and 26 C.F.R. § 301.7502-

1, the IRS may also identify “Private Delivery Services” (“PDS”), e.g. DHL

Express, FedEx, and UPS, from time-to-time that are permitted to serve in place

of USPS mailings for purposes of applying the rules of 26 U.S.C. § 7502 and 26

C.F.R. § 301.7502-1.13

39. To the extent an employer hires a 26 U.S.C. § 3504 TPP for

purposes of reporting and payment of its employees’ wages and payroll taxes to

the IRS, such third-party payor may be responsible for part or all of one or more

related tax document submissions, per statement nos. 36 through 38 above, on

behalf of its client common employer.

III. PLAINTIFF BACKGROUND AND FACTUAL ASSERTIONS

A. Company Overview

40. Plaintiff DeLand is a Continuing Care Retirement Community

(“CCRC”) located in DeLand, Florida which provides a group living

13
See also Private Delivery Services PDS, Internal Revenue Service,
https://www.irs.gov/filing/private-delivery-services-pds.

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environment and typically cater to an elderly population who needs some

assistance in day-to-day living or prefers more companionship.

41. Plaintiff Home Health is a home care company that supports and

cares for communities by providing compassionate, innovative and personalized

care in the DeLand, Florida-area.

42. During the 2nd & 3rd quarters of 2021, Plaintiffs DeLand and Home

Health were in a business enterprise offering continuing care and health services

in central Florida.

43. During the 2nd & 3rd quarters of 2021, Plaintiffs DeLand and Home

Health’s ownership constituted a single employer for purposes of section 2301(d)

of the CARES Act.

44. During the 2nd & 3rd quarters of 2021, there were other taxable

entities with related ownership to Plaintiffs DeLand and Home Health, but none

had an ownership constitution such that they would be additionally included

within the single employer for purposes of section 2301(d) of the CARES Act

and statement no. 43 above.

45. As relevant to this Complaint, Plaintiffs’ quarterly gross receipts,

within the meaning of the Employee Retention Credit of section 2301 of the

CARES Act, as amended by section 207 of the Relief Act and ultimately codified

in 26 U.S.C. 3134, are summarized in the table below:

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iii. Home iv. CARES Sec.
i. Payroll Tax ii. DeLand
Health Gross 2301(d) Agg.
Quarter End Gross Receipts
Receipts GRs.

a. 6/30/2019 3,623,570 1,243,298 4,866,868

b. 9/30/2019 3,497,243 1,030,861 4,528,104

c. 6/30/2021 2,992,885 451,981 3,444,866

d. 9/30/2021 3,076,567 630,058 3,706,625

46. Accordingly, Plaintiff DeLand’s quarterly gross receipt

comparisons for potential ERC qualification pursuant to section 2301 of the

CARES Act, as amended by section 207 of the Relief Act and ultimately codified

in 26 U.S.C. 3134, are summarized in the table below:

ii. Alternative Quarter
i. Payroll Tax Quarter i. Comparison to 2019
Comparison to 2019
End (%)
(%)

a. 6/30/2019 n/a n/a

b. 9/30/2019 n/a n/a

c. 6/30/2021 70.78% n/a

d. 9/30/2021 81.86% 70.78%

47. During the 2nd & 3rd quarters of 2021, Plaintiffs had less than five-

hundred (500) employees for its payroll tax return filings subject to payroll taxes.

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B. Plaintiff DeLand Employment of Vensure TPP Enterprise Defendants

48. Prior to the 2nd & 3rd quarters of 2021 and on or about March 11,

2021, Defendant People HRO proposed to Plaintiff DeLand a services

agreement for People HRO’s contracted entities, Defendants Cohesive 1 and

Cohesive 2, to provide for the payment of DeLand’s employees wages and

payroll taxes on an on-going basis.

49. Defendant People HRO is part of Defendant Vensure’s greater

business enterprise to provide to domestic businesses, such as Plaintiff DeLand,

human resources, employer, payroll, third-party payor, and other similar

services.14

50. Pursuant to its proposal to Plaintiff DeLand of March 11, 2021,

Defendant People HRO presented Defendants Cohesive 1 and Cohesive 2 as

“third-party management/administrative company[ies]” and further as

“Professional Employer Organizations” or “PEOs”.

51. Pursuant to its proposal to Plaintiff DeLand of March 11, 2021,

Defendant People HRO proposed that the employees of DeLand pursuant to the

agreement would be “co-employed” by Defendants Cohesive 1 and Cohesive 2.

See People, Inc, Webpage Home, https://peoplehro.com/ (“A Vensure Employer Services
14

Company”).

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52. Pursuant to its proposal to Plaintiff DeLand of March 11, 2021,

Defendant People HRO proposed Defendants Cohesive 1 and Cohesive 2 to be

responsible for the payment of DeLand employees wages; provided DeLand

funded those wages.

53. Pursuant to its proposal to Plaintiff DeLand of March 11, 2021,

Defendant People HRO proposed Defendants Cohesive 1 and Cohesive 2 to be

responsible to “withhold, collect, report, and remit” any payroll taxes associated

with the payment of DeLand employee wages per statement no. 52 above;

provided DeLand funded those payments.

54. Plaintiff DeLand agreed to the March 11, 2021 proposal of

Defendant People HRO on or about March 15, 2021, including agreeing to the

terms as described in statement nos. 51 through 53 above.

55. Throughout the duration of the March 15, 2021 agreement between

Plaintiff DeLand and Defendants People HRO, Cohesive 1, and Cohesive 2,

including during the 2nd & 3rd quarters of 2021, Plaintiff DeLand complied with

all terms required of it, including timely funding of any wage or tax payments

for its co-employed employees.

56. For the 2nd & 3rd quarters of 2021, Plaintiff DeLand’s payroll taxes

were accordingly ultimately paid for and reported by Defendant Cohesive 2

under Cohesive 2’s taxpayer employer identification number (“TEIN” or

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“EIN”) in a manner provided for by Defendant USA’s nonparty agency, the

IRS.

57. On or about February 18, 2022, Plaintiff DeLand executed an

addendum to the March 15, 2021, proposed by Defendant People HRO, that

extended the term of the PEO services provided by Defendants Cohesive 1 and

Cohesive 2 with no substantive change to the scope of services or any parties’

rights or obligations, including no changes to the terms as described in statement

nos. 51 through 54 above.

C. Plaintiffs’ ERC Credit Claims

58. Subsequently to the conclusion of the 2nd & 3rd quarters of 2021,

Plaintiffs determined that they qualified for ERC tax credits, as a CARES Act §

2301(d) single employer, for DeLand’s co-employees with the Vensure TPP

Enterprise Defendants pursuant to the “Significant Reduction in Gross

Receipts” qualification test of section 2301(c)(2)(A)(ii)(II) of the CARES Act,

as amended by section 207(d)(1)(A) of the Relief Act, and I.R.C. §

3134(c)(2)(A)(ii)(II).

59. Further, Plaintiffs calculated the ERC tax credits for the 2 nd & 3rd

quarters of 2021 totaling $ 1,637,438.33 and as summarized in the table below:

i. Payroll Tax Quarter End ii. Total ERC Credit Refund Claim

a. 6/30/2021 202,428.58

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i. Payroll Tax Quarter End ii. Total ERC Credit Refund Claim

b. 9/30/2021 1,435,009.75

c. Total 1,637,438.33

60. On or about July 25, 2022, Defendant Vensure proposed a two-page

“COVID-19 Assistance Addendum” to Plaintiffs, as an addendum to

Defendants Cohesive 1 and Cohesive 2 employer service agreement with

Plaintiff DeLand, described in statement nos. 48 through 57 above (hereafter the

“COVID Addendum”).

61. Defendant Vensure’s proposed COVID Addendum provided for

Defendant Vensure to be responsible to file any necessary amendments of

Plaintiff DeLand’s original payroll tax return filings to the Defendant USA’s

nonparty agency, the IRS, for claims for refund of any identified ERC Tax

Credits by the Plaintiffs.

62. On July 25, 2022, Plaintiffs agreed to Defendant Vensure’s

proposed COVID Addendum.

63. Shortly after agreeing to the COVID Addendum, Plaintiffs

submitted all necessary information for Plaintiff DeLand’s identified ERC Tax

Credits for the 2nd & 3rd quarters of 2021, per statement no. 59 above, to

Defendant Vensure.

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64. On July 29, 2022, Defendant Vensure confirmed to Plaintiffs that

its submitted ERC tax credit claims had been submitted to Defendant Vensure’s

tax team for processing.

65. None of the Vensure TPP Enterprise Defendants communicated

any deficiencies to Plaintiffs as to Plaintiff DeLand’s submitted ERC tax credit

claims per statement nos. 63 and 64 above.

66. Plaintiffs complied with their obligations pursuant to the agreed-to

COVID Addendum per statement no. 62 above.

67. Plaintiffs continual maintained communication regarding the status

of its ERC tax credits claims with representatives of the Vensure TPP Enterprises

Defendants since July 25, 2022, but none of these communications caused

Plaintiff DeLand’s requested refunds of the ERC Tax Credit to be issued.

68. On December 14, 2023, Defendant Vensure communicated to

Plaintiffs that Defendant Vensure via Defendant Cohesive 2 filed Plaintiff

DeLand’s ERC tax credit claims for the 2nd & 3rd quarters, as submitted by

Plaintiffs per statement nos. 63 and 64 above, on May 23, 2023 with Defendant

USA’s nonparty agency, the IRS as Plaintiff DeLand’s 26 U.S.C. § 3504 third-

party payor.

69. Since the filings described in statement no. 68 above, the Vensure

TPP Enterprise Defendants, Defendant USA, and Defendant USA’s nonparty

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Case 6:25-cv-01354-JSS-CAB Document 1 Filed 07/18/25 Page 22 of 27 PageID 22

agency, the IRS, have failed to issue any refunds to either Plaintifff for the

Plaintiff DeLand’s ERC Credit Claims for the 2 nd & 3rd quarters of 2021, and

Defendants and IRS have further failed to issue any notices of audit,

examination, disallowance, or deficiency that may justify any further refund

delays.

70. Since the filings described in statement no. 68 above, the Vensure

TPP Enterprise Defendants, Defendant USA, and Defendant USA’s nonparty

agency, the IRS, have made no claim to the Plaintiffs of any federal taxes owed

by Plaintiffs, regardless of nature and time period, under Title 26 of the United

State Code that the ERC credits for the Plaintiff DeLand’s ERC Credit Claims

would be appropriate to use as an offset for any such owed taxes.

IV. CAUSE OF ACTION – 26 U.S.C. §§ 7422, 6532 & 3504

71. A taxpayer of the United States is permitted to file a delayed refund

suit against the United States, pursuant to 26 U.S.C. §§ 7422 and 6532, for the

recovery of taxes imposed under Title 26 of the U.S. Code in U.S. District Court,

provided:

a. a claim for refund has been filed with the IRS,

b. it has been at least six months from the date of such filing, or

c. it has been two years from the date the IRS notified the taxpayer

that such a claim has been disallowed.

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72. For purposes of payroll taxes reporting and payments, a taxpayer of

the United States is further permitted to employ a third-party payor pursuant to

a services agreement compliant with 26 U.S.C. § 3504 and 26 C.F.R. § 1.3504-

1 & -2.

73. Plaintiffs are taxpayers of the United States who employed a 26

U.S.C. § 3504 third-party payor, the Vensure TPP Enterprise Defendants to be

both responsible for the original quarterly payroll tax filings, reporting, and

payments, and subsequently the amendments for the latter-defined ERC Tax

Credits for Plaintiff DeLand’s 2nd & 3rd quarters of 2021.

74. Plaintiffs fully complied and satisfactorily performed all obligations

required of them, pursuant to any agreements with Plaintiffs and the Vesnure

TPP Enterprise Defendants.

75. Plaintiffs filed claims for refunds of Plaintiff DeLand’s employment

taxes imposed under Title 26 of $ 1,637,438.33 for the 2 nd & 3rd quarters of 2021

no later than May 23, 2023 with Defendant USA’s nonparty agency, the IRS,

via Plaintiff DeLand’s duly-engaged 26 U.S.C. § 3504 third-party payor,

Defendant Cohesive 2 as part of the on-going TPP business with the other

Vensure TPP Enterprise Defendants.

76. Subsequently, Defendant USA via its nonparty agency, the IRS, has

failed to issue the claimed refunds to neither the any of the Vensure TPP

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Enterprise Defendants for subsequent payment to Plaintiff DeLand, nor has it

issued any refunds directly to Plaintiff DeLand; and it has further failed to notify

Plaintiffs or the Vesnure TPP Enterprise Defendants of any claim disallowances.

77. It has been longer than six months, over two (2) years in fact, since

Plaintiff DeLand has filed the refund claims with Defendant USA’s nonparty

agency, the IRS, via Plaintiff DeLand’s 26 U.S.C. § 3504 third-party payor,

Defendant Cohesive 2 as part of the on-going TPP business with the other

Vensure TPP Enterprise Defendants.

78. It has been approximately three (3) years since Plaintiffs provided

all necessary information and documentation for the ERC Tax Credit refund

claims to the Vensure TPP Enterprise Defendants to have Defendant Cohesive

2, within that enterprise, file the tax refund claims as Plaintiff DeLand’s 26

U.S.C. § 3504 third-party payor.

79. Since the IRS has failed to notify Plaintiffs or any of the Vensure

TPP Enterprise Defendants of any claim disallowances, it has yet been two years

from such a notification.

80. Plaintiffs are entitled to the credits and its claims for refund as

claimed and identified in statement no. 75 above, including any additional

interest it is entitled to under 26 U.S.C. § 6611.

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81. Plaintiffs are additionally entitled to reasonable attorney’s fees and

legal costs associated with this cause of action pursuant to 26 U.S.C. § 7430.

82. The Vensure TPP Enterprise Defendants are each persons who are

subject to service of process.15

83. The Vensure TPP Enterprise Defendants joined as co-defendants to

Defendant USA will not deprive the court of subject-matter jurisdiction. 16

84. The Vensure TPP Enterprise Defendants if absent to the underlying

action as to Defendant USA could risk complete relief to Plaintiffs. 17

85. The Vensure TPP Enterprise Defendants rights in relation to

Plaintiffs arise out of the same transaction, occurrence, or series of transactions

or occurrences, as to Defendant USA and this 26 U.S.C. §§ 7422; 6532 delayed

tax refund cause of action, per 26 U.S.C. § 3504.18

86. Questions of law and fact are common to all Defendants as related

to Plaintiffs’ underlying claims.19

V. PRAYER FOR RELIEF

87. WHEREFORE, the Plaintiffs prays this Court orders the Defendant

United States:

15
See Fed. R. Civ. Proc. 19(a)(1).
16
See id.
17
See id.
18
See id at 20(a)(2)(A).
19
See id at (B).

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a. Issue refunds for the Plaintiffs claim for refund of Plaintiff DeLand’s

taxes of $ 1,637,438.33 to Plaintiff DeLand,

b. Issue additional refunds to Plaintiff DeLand for any interest entitled

to it under 26 U.S.C. § 6611, and

c. Award Plaintiffs reasonable attorney’s fees and other legal costs

permissible under 26 U.S.C. § 7430; and

88. IN DOING SO, the Plaintiffs PRAY FURTHER this Court order

all 26 U.S.C. § 3504 mutual rights and obligations between Plaintiffs and the

Vensure TPP Enterprise Defendants, jointly and severally, per their July 25,

2022 COVID Addendum and described in statement no. 62 above as satisfied,

but without any adjudication of any rights and obligations under any other 26

U.S.C. § 3504 arrangements between any Plaintiff and any of the Vensure TPP

Enterprise Defendants, described above herein or otherwise.

VI. TRIAL BY JURY DEMANDED

89. Plaintiffs demand a trial by jury for all issues triable.

Dated: July 18, 2025 Respectfully submitted,

/s/ Carl D. Berry_________
Carl D. Berry, Esq.
FBN: 0081132
c.berry@thestrategiclegalgroup.com
The Strategic Legal Group, PLLC

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Case 6:25-cv-01354-JSS-CAB Document 1 Filed 07/18/25 Page 27 of 27 PageID 27

300 S.E. 2nd Street
Suite 600
Fort Lauderdale, Florida 33301
561-910-0900

/s/ _Justin H. DiLauro_________
JUSTIN H. DILAURO, ESQ.
Sr. Tax Attorney and Owner/Manager
DiLauro Tax Law PLLC
9639 Hillcroft Street, Suite 844
Houston, Texas 77096
(888) 463-5829
(713) 456-2027 (fax)
JHD@DiLauroTaxLaw.com
USDC FLMD, pro hac vice pending
USDC TXSD: 3865386
Texas State Bar No: 24055404

Counsel for Plaintiffs
DeLand Senior Care, LLC and
Home Health Care of Florida, LLC

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