UNITED STATES COURT OF APPEALS
FOR THE FOURTH CIRCUIT
LISA A. JOHNSON; GILBERT A.
HERBERT, on behalf of themselves
and all others similarly situated,
ADVANCE AMERICA, CASH ADVANCE
CENTERS OF SOUTH CAROLINA,
INCORPORATED, d/b/a Advance
America Cash Advance Centers,
d/b/a Advance America,
Appeal from the United States District Court
for the District of South Carolina, at Charleston.
Patrick Michael Duffy, District Judge.
Argued: October 29, 2008
Decided: December 12, 2008
Before NIEMEYER, TRAXLER, and AGEE,
Affirmed by published opinion. Judge Niemeyer wrote the
opinion, in which Judge Traxler joined. Judge Agee wrote a
separate opinion concurring in part, dissenting in part, and
concurring in the judgment.
ARGUED: Barry Goheen, Michael C. Russ, KING & SPAL-
DING, L.L.P., Atlanta, Georgia, for Appellant. Joe R. What-
ley, Jr., WHATLEY DRAKE & KALLAS, LLC, New York,
New York, for Appellees. ON BRIEF: Jonathan R. Chally,
KING & SPALDING, L.L.P., Atlanta, Georgia; William
Douglas Smith, JOHNSON SMITH HIBBARD & WILD-
MAN LAW FIRM, L.L.P., Spartanburg, South Carolina;
Thomas C. Brittain, HEARN, BRITTAIN & MARTIN, P.A.,
Myrtle Beach, South Carolina, for Appellant. J. Preston
Strom, Jr., Mario A. Pacella, STROM LAW FIRM, L.L.C.,
Columbia, South Carolina, for Appellees.
NIEMEYER, Circuit Judge:
Lisa Johnson and Gilbert Herbert, citizens of South Caro-
lina, filed an action on behalf of themselves and all other "cit-
izens of South Carolina," who were similarly situated, against
Advance America, Cash Advance Centers of South Carolina,
Inc., alleging that Advance America, in making "payday
loans" to the plaintiffs, violated South Carolina law, which
prohibits unconscionable loans and requires good faith and
fair dealing in contracts. Alleging minimal diversity under the
Class Action Fairness Act of 2005 ("CAFA"), 28 U.S.C.
§ 1332(d)(2)(A), Advance America removed the action to
federal court under 28