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Smbliq A 061 Icba Letter To Treasury And SBA On Paycheck Protection Program Agent Fees 2020 08 07

Summary

A letter dated August 7, 2020 from the Independent Community Bankers of America (ICBA) to Treasury Secretary Steven Mnuchin and SBA Administrator Jovita Carranza regarding Paycheck Protection Program agent fees. The letter states that an SBA interim final rule provides for agents to be paid from lender fees but that the rules and guidance are unclear on how an agency relationship between a lender and its agent is formed. It notes that third parties have demanded fees from PPP lenders without formal agreements and that a growing number of lawsuits have been filed by would-be agents. ICBA asks Treasury and SBA to issue an interim final rule clarifying that an agency relationship requires a formal agreement with the lender specifying duties and the agent's fee. The letter is signed by ICBA's President and CEO.

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August 7, 2020

The Honorable Steven Mnuchin
Secretary
U.S. Treasury
1500 Pennsylvania Avenue, NW
Washington, DC 20220

The Honorable Jovita Carranza
Administrator
US Small Business Administration
409 3rd Street, SW
Washington, DC 20416

Re:        Paycheck Protection Program Agent Fees

Dear Secretary Mnuchin and Administrator Carranza:

The Independent Community Bankers of America (ICBA) 1 would like to thank the Department
of the Treasury and the U.S. Small Business Administration (SBA) for their tireless work to
implement and administer the Paycheck Protection Program (PPP) on behalf of the thousands of
community banks across the nation that have been able to bring emergency liquidity to small
businesses and non-profit organizations in desperate need. History will show that your leadership
in facilitating the origination and processing of PPP loans had an overwhelming impact on
supporting the survival of small businesses amid the coronavirus pandemic. ICBA and its
community bankers are appreciative of your efforts and look forward to working with you as the
PPP evolves.


1
  The Independent Community Bankers of America® creates and promotes an environment where community banks flourish. With more than
52,000 locations nationwide, community banks constitute 99 percent of all banks, employ more than 760,000 Americans and are the only
physical banking presence in one in five U.S. counties. Holding more than $4.9 trillion in assets, $3.9 trillion in deposits, and $3.4 trillion in loans
to consumers, small businesses and the agricultural community, community banks channel local deposits into the Main Streets and neighborhoods
they serve, spurring job creation, fostering innovation and fueling their customers’ dreams in communities throughout America. For more
information, visit ICBA’s website at www.icba.org.
An issue of increasing concern in the PPP is the payment of agent fees to third parties as part of
processing PPP loan applications. In April, 2020 SBA issued an interim final rule titled Business
Loan Program Temporary Changes; Paycheck Protection Program describing some details of
the PPP. This interim final rule indicates that agents assisting the borrower are to be paid from
the lender fees received from the SBA. Agents are not to be paid by borrowers or from PPP loan
proceeds. The SBA has also stated that an agent may collect a fee from the lender for assistance
in preparing an application for a PPP loan (including referral to the lender), not to exceed
specified limits.

However, the rules and guidance are unclear as to how the agency relationship between the
lender and its agent is to be formed. Common law requires a prior express contractual
relationship between the principal (i.e., the bank) and its agent before a formal agency
relationship is created. ICBA requests that Treasury and the SBA confirm that this is the case for
PPP agency arrangements—that an express prior contractual arrangement, identifying the
services to be rendered and the amount of the fee to be paid, is required to establish agency
between the lender and the agent for the agent to be entitled to compensation for its services.
Indeed, Secretary Mnuchin alluded to this when answering a question during a June 30, 2020
hearing before the House Financial Services Committee, saying: “What our guidance did say is
that banks could pay agent fees out of the fees that they received. That was intended to be based
upon a contractual relationship between the agent and the bank. And to the extent that there is
any confusion on that we will look into clarifying that.”

Unfortunately the lack of clarification regarding the need to enter into a formal agreement to set
the responsibilities and compensation of the agent has caused third parties to demand fees from
PPP lenders with no formal agreement in place under the view that they are entitled to a fee
simply because they communicated with the borrower in some manner. Many times one or more
parties to a PPP loan transaction are not aware of who the agent is because they have not been
identified through any formal agreement. A growing number of lawsuits have been filed by
would-be agents against PPP lenders claiming entitlement to agent fees.

ICBA requests that Treasury and SBA issue an interim final rule clarifying that the agency
relationship, while permitted under the PPP, should follow a formal agreement executed between
the agent and the lender that specifies who each party represents, what their respective duties are,
and the amount of the agent’s fee. Such clarification will protect the legitimate interests of
borrowers, lenders, and agents while ensuring that third parties with bad intentions do not
unjustly take advantage of a sensitive situation for personal gain. Because bad actors in the PPP
are moving quickly to take advantage of borrowers, we request that you act immediately to
protect borrowers and lenders as soon as reasonably possible.

Thank you for your attention to our concerns.


Sincerely,

/s/

Rebeca Romero Rainey
President and CEO


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