On Q Financial, LLC v. Jorns & Associates LLC, D. Wyo. No. 1:26-cv-00277, complaint

Summary

Complaint filed September 28, 2026 by On Q Financial, LLC against Jorns & Associates LLC and Justin Ward Jorns, No. 1:26-cv-00277 (Document 1), District of Wyoming, with a jury trial demand. The complaint states that it is a civil action for declaratory judgment, rescission, and damages concerning an accounting services agreement dated June 27, 2023. It seeks a declaration that the agreement is unenforceable and voidable because its 18% contingency fee is unenforceable on public policy grounds and unconscionable. It alleges that On Q received $2,792,091 (excluding interest) in ERTCs in or about September 2025, and that Jorns & Associates contacted On Q in or about February 2026 to request payment of $499,976.38.

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“On Q Financial, LLC v. Jorns & Associates LLC, D. Wyo. No. 1:26-cv-00277, complaint.” Original at storage.courtlistener.com. Archived at Pandemic Darlings, https://pandemicdarlings.com/source-documents/on-q-financial-llc-v-jorns-associates-llc-d-wyo-no-1-26-cv-00277-compl-51cf869209/, SHA-256 8eacab6d6980494ccca738411f364ca4ac8396ee132960a949d182cec62f8a65.

Full text

Case 1:26-cv-00277 Document 1 Filed 09/28/26 Page 1 of 17

BROWNSTEIN HYATT FARBER WEINER BRODSKY KIDER PC
SCHRECK, LLP Mitchel H. Kider
Randall A. Rea (pro hac vice forthcoming)
WY Bar No.: 8-6913 Timothy P. Ofak
Adam E. Lyons (pro hac vice forthcoming)
(pro hac vice forthcoming) 1300 19th Street NW, Fifth Floor
1620 Central Avenue, Suite #100 Washington, DC 20036
Cheyenne, WY 82001 Tel: (202) 628-2000
Tel: (307) 369-2880 kider@thewbkfirm.com
rrea@bhfs.com ofak@thewbkfirm.com
alyons@bhfs.com

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF WYOMING

ON Q FINANCIAL, LLC, Case No. __________

Plaintiﬀ, JURY TRIAL DEMANDED

vs.

JORNS & ASSOCIATES LLC and JUSTIN
WARD JORNS,

Defendants.

COMPLAINT

Plaintiﬀ, On Q Financial, LLC (“On Q”), by and through its undersigned attorneys,

brings this Complaint against Defendants, Jorns & Associates LLC (“Jorns & Associates”)

and Justin Ward Jorns. In support of this Complaint, On Q alleges as follows:

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INTRODUCTION

1. This civil action is for declaratory judgment, rescission, and damages

concerning an agreement to provide accounting services dated June 27, 2023, that On Q

entered into with Jorns & Associates (the “Consulting Agreement” or “Agreement”). The

Agreement is attached as Exhibit A.

2. By this Complaint, On Q seeks judicial relief pursuant to 28 U.S.C. § 2201(a)

declaring that the Consulting Agreement is unenforceable and voidable as a matter of

law because the 18% contingency fee that sections 5 and 6 of the Agreement purport to

obligate On Q to pay for preparation of certain tax returns is (1) unenforceable on public

policy grounds and (2) substantively and procedurally unconscionable.

3. On Q further seeks rescission of the Consulting Agreement and damages

because Jorns & Associates and Mr. Jorns fraudulently induced On Q to enter into the

Agreement and made fraudulent, material misrepresentations regarding their accounting

services.

PARTIES

4. Plaintiﬀ, On Q, is a limited liability company that is organized under the

laws of the State of Arizona, with its principal place of business located at 14275 N. 87th

St., Ste. 210, Scottsdale, AZ 85260.

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5. Defendant Jorns & Associates is a limited liability company that is

organized under the laws of the State of Wyoming, with its principal place of business

located at 301 N. Saint Francis St., Wichita, KS 67202.

6. Jorns & Associates provides accounting services focused on assisting clients

with obtaining tax credits.

7. Defendant Justin Jorns is a natural person, who on information and belief,

is a citizen of the State of Oklahoma. Limited liability company ﬁlings with the Kansas

Secretary of State for the year 2025 list an Oklahoma address for Mr. Jorns’ place of

residence.

8. Mr. Jorns is the CEO of Jorns & Associates and, according to the West

Virginia Board of Accountancy’s and National Association of State Boards of

Accountancy’s public records, holds — and at all relevant times, has held — a CPA license

issued by the West Virginia Board of Accountancy.

9. As the holder of a West Virginia CPA license, Mr. Jorns is subject to all West

Virginia laws governing CPAs and the American Institute of CPAs (“AICPA”) Code of

Professional Conduct.

JURISDICTION AND VENUE

10. This Court has subject-matter jurisdiction over this civil action pursuant to

28 U.S.C. § 1332(a) because this action arises between citizens of diﬀerent States and the

amount in controversy exceeds $75,000, exclusive of interest and costs.

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11. Plaintiﬀ, On Q, is a citizen of the State of Texas because its natural person

member is a resident of — and its corporation member is incorporated in and maintains

its principal place of business in — the State of Texas.

12. Defendant Jorns & Associates is a citizen of the State of Oklahoma because,

on information and belief, its member is a citizen of the State of Oklahoma.

13. Defendant Justin Jorns, on information and belief, is a citizen of the State of

Oklahoma.

14. The amount in controversy exceeds $75,000, exclusive of interest and costs,

because the contingency fee payment at issue is $499,976.38.

15. This Court has personal jurisdiction over Defendant Jorns & Associates

because, pursuant to section 7 of the Consulting Agreement, Jorns and Associates and On

Q agreed to bring any legal action arising out of, or relating to, the Consulting Agreement

“in the United States District Court for the District of Wyoming or Sheridan County 4th

Judicial Circuit Court.”

16. This Court has personal jurisdiction over Defendant Justin Jorns because

Mr. Jorns has purposefully directed his activities at Wyoming (the forum state) through

his operation of a company organized under Wyoming law (Jorns & Associates) and

through signing agreements on behalf of that company requiring any legal action to be

brought in a Wyoming court (to wit, the Consulting Agreement), On Q’s injuries arise out

of its interactions with Jorns & Associates (which speciﬁcally include entering into the

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Consulting Agreement), and this Court’s exercise of jurisdiction is therefore reasonable

and comports with traditional notions of fair play and substantial justice.

17. Venue is proper in this Court pursuant to 28 U.S.C. § 1391(b)(3) because this

Court has personal jurisdiction over Defendants for the reasons stated in paragraphs 15

and 16.

FACTUAL BACKGROUND

18. Mr. Jorns co-founded Jorns & Associates in 2021 to provide accounting

services focused on assisting clients with obtaining tax credits — including the Employee

Retention Tax Credit (“ERTC”), also known as the Employee Retention Credit (“ERC”)

— which the federal government issued to certain eligible employers to combat negative

economic eﬀects resulting from the COVID-19 pandemic.

19. On or about June 27, 2023, Timothy Garrett, On Q’s Vice President of

Finance at the time, executed the Consulting Agreement on behalf of On Q.

20. Mr. Jorns, as Jorns and Associates’ CEO and a licensed CPA, executed the

Consulting Agreement on behalf of Jorns & Associates.

21. Pursuant to the Consulting Agreement — which is governed by Wyoming

law (including Wyoming laws regulating CPAs) as stated in section 7 — Jorns &

Associates agreed to provide accounting services (including the preparation of Form 941-

X amended quarterly returns) in connection with On Q’s ﬁling for ERTCs.

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22. Pursuant to section 5 of the Consulting Agreement, On Q agreed to pay

Jorns & Associates a contingency fee corresponding to 18% of the amount that On Q

would receive in ERTCs in exchange for the speciﬁed accounting services provided by

Jorns & Associates.

23. In oﬀering to provide accounting services, Jorns & Associates falsely and

misleadingly held itself out as a licensed CPA ﬁrm by, among others, the following

representations made on or about June 27, 2023 (and likely at various earlier points):

a. The Agreement provided a link to the website “jornscpa.com” at the bottom

of page 1. (Emphases added).

b. Section 5(b) of the Agreement provided a “Payment Link” to

“https://www.jornscpa.com/pay/ertc.” (Italics and underlining added).

c. The Dropbox Sign history on the page appended to the Agreement shows

that the Agreement was sent to On Q from an individual using the email address

“mike@jornscpa.” (Emphases added).

d. Mr. Jorns, as a licensed CPA, signed the Agreement on behalf of Jorns &

Associates.

24. Jorns & Associates was not a licensed CPA ﬁrm at any material time, and

Jorns & Associates and Mr. Jorns knew that the representations described in paragraph

23 were therefore false and misleading. Jorns & Associates and Mr. Jorns nonetheless

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made these representations with the intent of inducing On Q to enter into the Consulting

Agreement and receiving an 18% contingency fee from On Q.

25. In agreeing to the terms of the Consulting Agreement, On Q reasonably

relied on the representations described in paragraph 23.

26. In agreeing to the terms of the Consulting Agreement, On Q reasonably

relied on false and misleading representations made by Jorns & Associates — as an

experienced accounting ﬁrm operated by Mr. Jorns — that Jorns & Associates and any

person working with Jorns & Associates would provide accounting services in

compliance with all applicable laws and the AICPA Code of Professional Conduct.

27. Jorns & Associates and Mr. Jorns knew that the representations described

in paragraph 26 were false and misleading because Mr. Jorns is to receive, as CEO and

member of Jorns & Associates, proceeds from a legally and ethically prohibited

contingency fee in exchange for work performed by him, Jorns & Associates, and possibly

other CPA entities owned by him.

28. Jorns & Associates nonetheless made the representations described in

paragraph 26 with the intent of inducing On Q to enter into the Consulting Agreement

and receiving an 18% contingency fee from On Q.

29. In agreeing to the terms of the Consulting Agreement, On Q reasonably

relied on false and misleading representations made by Mr. Jorns — as a licensed CPA

who signed the Consulting Agreement on behalf of Jorns & Associates — that he and

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Jorns & Associates would provide accounting services in compliance with all applicable

laws and the AICPA Code of Professional Conduct.

30. Jorns & Associates and Mr. Jorns knew that the representations described

in paragraph 29 were false and misleading because Mr. Jorns is to receive, as CEO and

member of Jorns & Associates, proceeds from a legally and ethically prohibited

contingency fee in exchange for work performed by him, Jorns & Associates, and possibly

other CPA entities owned by him.

31. Mr. Jorns nonetheless made the representations described in paragraph 29

with the intent of inducing On Q to enter into the Consulting Agreement and receiving

an 18% contingency fee from On Q.

32. West Virginia Code § 30-9-26(c) provides that no CPA (such as Mr. Jorns)

“may for a contingent fee prepare an original or amended tax return or claim for a tax

refund.”

33. Wyoming Code Rule 061-0001-6(2)(d)(ii) provides that a CPA (such as Mr.

Jorns) “shall not prepare an original or amended tax return or claim for a tax refund for

a contingent fee for any client.”

34. AICPA Code of Professional Conduct Rule 1.510.001(b) provides in relevant

part that a CPA (such as Mr. Jorns) “shall not . . . [p]repare an original or amended tax

return or claim for a tax refund for a contingent fee for any client.”

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35. Mr. Jorns, Jorns & Associates, and possibly other CPA entities owned by

Mr. Jorns prepared On Q’s tax returns pursuant to Jorns & Associates’ obligations under

the Consulting Agreement.

36. In or about September 2025, On Q received $2,792,091 (excluding interest)

in ERTCs.

37. In or about February 2026, Jorns & Associates contacted On Q to request

payment of $499,976.38 — ($2,792,091 x 0.18) less a $2,600 deposit — for services

performed pursuant to the Consulting Agreement.

38. As a result, Jorns & Associates (and Mr. Jorns as CEO) seeks payment of a

contingency fee in exchange for work that Mr. Jorns, Jorns & Associates, and possibly

other CPA entities owned by Mr. Jorns performed to prepare and ﬁle On Q’s tax returns

even though Mr. Jorns, as a licensed CPA, may not legally or ethically perform such work

for a contingency fee.

39. Moreover, Jorns & Associates is holding itself out as a CPA ﬁrm that is

operating in compliance with applicable laws and professional conduct standards while

seeking payment of a contingency fee for the preparation of tax returns, which violates

West Virginia and Wyoming state law and the AICPA Code of Professional Conduct.

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COUNT I

(Declaratory Judgment — Unenforceable Contract on Public Policy Grounds)

40. On Q realleges and incorporates by reference paragraphs 1 through 39

above as if fully restated herein.

41. An actual, justiciable controversy exists between On Q, on the one hand,

and Jorns & Associates and Mr. Jorns, on the other hand, regarding whether On Q is

obligated to pay Jorns & Associates a fee and the amount of such fee, pursuant to the

Consulting Agreement.

42. Because enforcement of the contractual provisions purporting to obligate

On Q to pay a contingency fee for the preparation of tax returns would enable Jorns &

Associates and Mr. Jorns to subvert state law and the AICPA Code of Professional

Conduct, the Consulting Agreement is unenforceable on public policy grounds.

43. Speciﬁcally, enforcement of sections 5 and 6 of the Consulting Agreement

(which address payment of the 18% contingency fee) would permit Jorns & Associates

and Mr. Jorns (as CEO) to receive a contingency fee for work that Mr. Jorns, Jorns &

Associates, and possibly other CPA entities owned by Mr. Jorns even though Mr. Jorns,

as a licensed CPA, may not legally or ethically perform such work for a contingency fee.

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COUNT II

(Declaratory Judgment — Unconscionable Contract)

44. On Q realleges and incorporates by reference paragraphs 1 through 43

above as if fully restated herein.

45. An actual, justiciable controversy exists between On Q, on the one hand,

and Jorns & Associates and Mr. Jorns, on the other hand, regarding whether On Q is

obligated to pay Jorns & Associates a fee and the amount of such fee, for services

performed pursuant to the Consulting Agreement.

46. The Consulting Agreement is unenforceable and voidable because the

requested 18% contingency fee is substantively and procedurally unconscionable.

47. Speciﬁcally, sections 5 and 6 of the Consulting Agreement (which address

payment of the 18% contingency fee) are substantively unconscionable because it is

facially unreasonable — as evidenced by state laws and CPA professional conduct

standards prohibiting such contingency fees — to charge a fee of nearly one ﬁfth the

amount of a multimillion-dollar refund in exchange for simply preparing and ﬁling

standardized tax forms.

48. No prudent accountant who holds himself or herself out as a CPA — or

prudent accounting ﬁrm that holds itself out as a CPA ﬁrm — would charge such an

excessive contingency fee to prepare and ﬁle tax returns. Nor is a licensed CPA legally

or ethically permitted to charge such a contingency fee to prepare and ﬁle tax returns.

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49. Additionally, sections 5 and 6 of the Consulting Agreement are

procedurally unconscionable because — given On Q’s reasonable reliance on Jorns &

Associates’ expertise as an accounting ﬁrm and Mr. Jorns’ expertise as a licensed CPA —

Jorns & Associates (and Mr. Jorns) abused its contractual position by deceptively

including in the Consulting Agreement a contingency fee that is legally and ethically

prohibited.

COUNT III

(Fraudulent Inducement — Wyoming Common Law)

50. On Q realleges and incorporates by reference paragraphs 1 through 49

above as if fully restated herein.

51. Jorns & Associates falsely held itself out as a licensed CPA ﬁrm by making,

among others, the representations described in paragraph 23, even though Jorns &

Associates claims that it is not subject to the legal requirements applicable to licensed

CPA ﬁrms and licensed CPAs.

52. Jorns & Associates and Mr. Jorns falsely represented that they would

provide accounting services in compliance with all applicable laws and the AICPA Code

of Professional Conduct.

53. On Q reasonably relied on these false representations made by Jorns &

Associates, as an experienced accounting ﬁrm operated by Mr. Jorns.

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54. On Q reasonably relied on these false representations made by Mr. Jorns,

as a licensed CPA who signed the Consulting Agreement on behalf of Jorns & Associates.

55. Jorns & Associates’ and Mr. Jorns’ false representations were material to On

Q’s decisions to hire Jorns & Associates to perform accounting services and to enter into

the Consulting Agreement.

56. Jorns & Associates and Mr. Jorns knowingly made these false

representations with the intent of inducing On Q to enter into the Consulting Agreement

and receiving an 18% contingency fee from On Q.

57. As a result of On Q’s reliance on Jorns & Associates’ and Mr. Jorns’ false

representations, On Q suﬀered damages in an amount to be proven at trial, but in no

event less than the $499,976.38 contingency fee payment demanded by Jorns &

Associates.

COUNT IV

(Fraudulent Misrepresentation — Wyoming Common Law)

58. On Q realleges and incorporates by reference paragraphs 1 through 57

above as if fully restated herein.

59. Jorns & Associates and Mr. Jorns falsely represented that they would

provide accounting services in compliance with all applicable laws and the AICPA Code

of Professional Conduct because Mr. Jorns is to receive, as CEO and member of Jorns &

Associates, proceeds from a legally and ethically prohibited contingency fee in exchange

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for work performed by him, Jorns & Associates, and possibly other CPA entities owned

by him.

60. Jorns & Associates’ and Mr. Jorns’ false representations were material to On

Q’s decisions to hire Jorns & Associates to perform accounting services and to enter into

the Consulting Agreement.

61. On Q reasonably relied on these false representations made by Jorns &

Associates, as an experienced accounting ﬁrm operated by Mr. Jorns.

62. On Q reasonably relied on these false representations made by Mr. Jorns,

as a licensed CPA who signed the Consulting Agreement on behalf of Jorns & Associates.

63. Jorns & Associates and Mr. Jorns knowingly made these false

representations with the intent of receiving the legally and ethically prohibited 18%

contingency fee from On Q.

64. As a result of On Q’s reliance on Jorns & Associates’ and Mr. Jorns’ false

representations, On Q suﬀered damages in an amount to be proven at trial, but in no

event less than the $499,976.38 contingency fee payment demanded by Jorns &

Associates.

PRAYER FOR RELIEF

WHEREFORE, On Q respectfully requests that the Court enter judgment as

follows:

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Count I:

Pursuant to 28 U.S.C. § 2201(a), On Q requests a judgment in its favor and against

Jorns & Associates and Mr. Jorns:

a. Declaring that On Q is not legally obligated to pay Jorns & Associates or

Mr. Jorns any fee amount pursuant to the Consulting Agreement;

b. Declaring that the Consulting Agreement is unenforceable and voidable as

a matter of law;

c. Awarding On Q its costs of suit; and

d. Awarding On Q such other and further relief as the Court deems

appropriate, just, and equitable.

Count II:

Pursuant to 28 U.S.C. § 2201(a), On Q requests a judgment in its favor and against

Jorns & Associates and Mr. Jorns:

a. Declaring that On Q is not legally obligated to pay Jorns & Associates or

Mr. Jorns any fee amount pursuant to the Consulting Agreement;

b. Declaring that the Consulting Agreement is unenforceable and voidable as

a matter of law;

c. Awarding On Q its costs of suit; and

d. Awarding On Q such other and further relief as the Court deems

appropriate, just, and equitable.

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Count III:

On Q requests a judgment in its favor and against Jorns & Associates and Mr.

Jorns:

a. Rescinding the Consulting Agreement;

b. Awarding compensatory and punitive damages in amounts to be proven at

trial;

c. Awarding On Q its attorneys’ fees; and

d. Any other and further relief as the Court deems appropriate, just, and

equitable.

Count IV:

On Q requests a judgment in its favor and against Jorns & Associates and Mr.

Jorns:

e. Rescinding the Consulting Agreement;

f. Awarding compensatory and punitive damages in amounts to be proven at

trial;

g. Awarding On Q its attorneys’ fees; and

h. Any other and further relief as the Court deems appropriate, just, and

equitable.

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Dated: September 28, 2026.

Respectfully submitted,

/s/ Randall A. Rea

BROWNSTEIN HYATT FARBER SCHRECK, LLP
Randall A. Rea
WY Bar No.: 8-6913
Adam E. Lyons
(pro hac vice forthcoming)
1620 Central Avenue, Suite #100
Cheyenne, WY 82001
Tel: (307) 369-2880
rrea@bhfs.com
alyons@bhfs.com

WEINER BRODSKY KIDER PC
Mitchel H. Kider (pro hac vice forthcoming)
Timothy P. Ofak (pro hac vice forthcoming)
1300 19th Street NW, Fifth Floor
Washington, DC 20036
Tel: (202) 628-2000
kider@thewbkfirm.com
ofak@thewbkfirm.com

Attorneys for Plaintiff, On Q Financial, LLC

53103606.1

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