Mercury

On December 11th, 2023, Mercury filed a (public) ex-parte temporary protective order against Synapse, seeking an emergency hearing the very next day on its request that the Court essentially seize Synapse assets pending a determination of Mercury’s (private) arbitration demand. On December 12, 2023, the Court denied Mercury’s motion, scrutinizing the unsubstantiated “emergency” and failure to meet other required elements for relief. Despite the Court’s denial, Mercury refiled the same meritless motion which is set to be heard in late January 2024. At the hearing, we anticipate this motion will meet the same fate of denial.

A tell-tale sign of Mercury’s knowingly meritless claims are the almost artistic redactions used in the public filing that conveniently hide their actual claims. It’s our belief that these redactions were strategic, aimed to cast Synapse in a negative light while masking the weakness of Mercury’s “claims.” Even a thorough review of the public filings leaves one unable to understand the actual underlying “claims” sparking the draconian request for a right to attach and writ of attachment.

Despite the flagrant (unredacted) language, Mercury’s (redacted) claims are a simple (and weak) breach of contract claim. This raises a question: Why go public with an excessively redacted motion and why not work within the private arbitration, including an explicit provision for emergency relief? The answer, we suspect, lies in a desire to tarnish Synapse’s reputation rather than seek genuine legal recourse.

Here’s an example of Mercury’s redactions — I’ll let you be the judge.

Ouch. This introduction hurts. But, putting aside the fact that it’s factually false, what could possibly be behind those redactions when Mercury felt free to publicize its apparent expertise in companies that are in “financial freefall” (note: what does this actually mean?) and make knowingly false statements about Synapse (Synapse has never acknowledged owing $14 million to other customers and instead the public record shows that Synapse wrote a letter to a bank arguing that this amount was owed by the bank).

Mercury does not want a viewer to see that the underlying claims are simply for alleged breach of contract? These are the kinds of redactions that Mercury made, leaving all the public blasts.

At Synapse, we have consistently strived to support Mercury, going above and beyond contractual requirements in many cases, to assist in its growth and expansion. However, given their apparent strategy to publicly attack us, I feel compelled to clarify their accusations and highlight the weakness of their claims. And yes, a countersuit from our end is forthcoming.

Breaking Down Mercury’s Claims

Claim 1: Deposit Rebates (i.e. APY paid on deposits)

Mercury contends that Synapse was obligated to increase the rebate (%APY) paid to Mercury each and every time the federal funds rate increased in 2022. Yet, the terms of our agreement are clear and unambiguous and do not provide for an automatic increase in rebate percentages. Instead, the contract provides a fixed percentage. Here’s the contractual provision outlining this:

Mercury’s agreement explicitly and unambiguously provides Synapse with the right, but not the obligation, to increase or decrease the rate paid to Mercury as rebates.

Mercury’s contractual argument that it is owed tens of millions of dollars fails, for one of many reasons, based on the plain language in the contract. But again, the actual contract doesn’t seem to be the issue of Mercury’s public court filings given that it is not even cited — instead the unproductive disparagement of Synapse and falsehoods is the focus.

And, despite the fact that Synapse was not required to provide any notice when it did not choose to exercise its right to increase or decrease the rate applied to Mercury, Synapse still notified Mercury in 2022.

Claim 2: Interchange Rebates

Mercury claims that Synapse should have paid its split of interchange revenue on the “gross” interchange amount, not the “net” interchange. Again, Mercury’s contract clearly and unambiguously specifies the fact that the payment is applied on “net” interchange:

Mercury does not argue that there is an issue with the contractual provision. Instead, Mercury argues that the inclusion of “net” interchange in the 2019 amendment amounts to fraud because it was somehow hidden. Mercury agrees that “net” interchange was in the drafts of the 2019 amendment provided by Synapse to Mercury. Mercury agrees that the drafts and amendment signed by their CEO on November 6, 2019 “said that Mercury would receive ‘’[x]% of the net Interchange Fee received.’” The fact is that Mercury’s CEO is a seasoned businessperson who voluntarily signed the 2019 amendment with clear and unambiguous language. This is not fraud.

It’s also relevant to note that Mercury raised these “claims” with Synapse in 2022, at which time Synapse addressed them directly with Mercury. A year passed with no mention from Mercury after it was addressed. Synapse did not give in to the baseless claims then and it will not do so now.

Observations on Mercury’s Operational Challenges

It’s been rather disheartening to observe Mercury’s difficulties since their “direct” integration with Evolve. We’ve received feedback from their customers about leaving the platform, and social media, particularly X, contains a large number of user complaints.

Here is an example of customers reaching out to us about leaving the platform:

Here are few of the X complaints, first example is about Issues with Card processing:

While the second example is about Issues with wire processing:

How can a platform claim full reconciliation when there are significant delays in posting transactions to user accounts?

Outside of the financial platform issues, seems like the software is also buggy, here is an example of a user compliant on X:

Our advice to Mercury — focus on fixing your platform issues rather than engaging in baseless legal theatrics. A shift in focus towards genuinely reconciling their system would be more beneficial to their users and their reputation.

That’s all for now. Wishing everyone Happy Holidays!