Court filing
Motion Submitting — Federal Reserve Bank of San Francisco v. Benworth Capital Partners PR LLC, et al. (Dkt. 159, D.P.R.)
One of 3 filings in Frbsf v. Benworth.
No. 3:23-cv-01034-GMM · Doc. 159 · Docket on CourtListener
Full text
Case 3:23-cv-01034-GMM Document 159 Filed 08/30/24 Page 1 of 12
IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF PUERTO RICO
OTO ANALYTICS, LLC, §
§
Plaintiff, §
§
v. §
§
BENWORTH CAPITAL PARTNERS PR §
LLC, BENWORTH CAPITAL PARTNERS §
LLC, BERNARDO NAVARRO and §
CLAUDIA NAVARRO, §
§
Defendants. Civil Action No. 23-01034 (GMM) cons.
Civil No. 24-01313 (GMM)
FEDERAL RESERVE BANK OF SAN §
FRANCISCO, §
§
Plaintiff, §
§
v. §
§
OTO ANALYTICS, LLC; BENWORTH §
CAPITAL PARTNERS PR LLC; §
BENWORTH CAPITAL PARTNERS LLC; §
BERNARDO NAVARRO and CLAUDIA §
NAVARRO,
Defendants in Intervention.
JOINT PROPOSED SCHEDULING MEMORANDUM
Pursuant to this Court’s August 20, 2024 Order (ECF No. 156), Plaintiff/Defendant in
Intervention Oto Analytics, LLC (f/k/a Oto Analytics, Inc. d/b/a Womply) (“Womply”), Plaintiff-
Intervenor Federal Reserve Bank of San Francisco (“Reserve Bank” or “FRBSF”; together with
Womply, “Plaintiffs”), and Defendants Benworth Capital Partners PR LLC (“Benworth PR”),
Benworth Capital Partners LLC (“Benworth FL”), Bernardo Navarro (“Mr. Navarro”), and
Claudia Navarro (together with Mr. Navarro, the “Navarros”; collectively, “Defendants”;
together with Plaintiffs, the “Parties”), through their undersigned counsel, respectfully submit this
Case 3:23-cv-01034-GMM Document 159 Filed 08/30/24 Page 2 of 12
Joint Proposed Scheduling Memorandum. The Parties met and conferred by email on August 27–
30, 2024, were unable to reach agreement, and set forth their respective positions below.
Womply’s Position
On August 25, 2021, Womply commenced arbitration (“Arbitration”) against Benworth
FL seeking unpaid fees and was ultimately awarded approximately $118 million. On January 24,
2023, Womply filed this action because it learned during discovery in the Arbitration that
Defendants had fraudulently transferred more than $171 million from Benworth FL to Benworth
PR, leaving Benworth FL judgment proof against any Arbitration award. (ECF No. 1.) After more
than three years of litigation, Defendants have not paid Womply a dime, have not provided a single
discovery response in this action, and now seek to delay this action for months, demanding nearly
100 days to even respond to initial discovery requests without agreeing to produce any documents
or information. This Court has already held that “[t]his case is over a year and a half old and at
this juncture, [this] Court sees no merit in further delaying the initiation of proceedings.” (June 27,
2024 Order (“June 27 Order”; ECF No. 121.) Womply respectfully requests that this Court order
the proposed schedule below, which extends the Parties’ previously agreed schedule (ECF
No. 122) by approximately 30 days with adjustments for weekends and year-end holidays.
For more than three years, Defendants have sought to delay every proceeding to recover
funds they owe Womply. For example:
Pleadings. The Navarros delayed this action for months by evading service, which resulted
in this Court ordering them served by publication. (ECF No. 77.) This Court also denied
Defendants’ motions to dismiss, holding that “Wom[p]ly’s claim is ripe for adjudication”
while the Arbitration was pending. (ECF No. 96 at 11.)
Arbitration. Benworth FL moved to indefinitely stay or continue the Arbitration three
times on March 10, 2023, September 13, 2023, and November 9, 2023, which the arbitrator
denied each time for lack of support. Benworth FL also repeatedly delayed the Arbitration
by requesting additional briefing, additional hearings, and seeking reconsideration.
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Case 3:23-cv-01034-GMM Document 159 Filed 08/30/24 Page 3 of 12
Stay. This Court unstayed this action after the arbitrator issued a Final Award in the
Arbitration. (ECF No. 113.) Defendants moved for reconsideration seeking to stay this
case pending litigation of confirmation and/or vacatur of the Final Award because this
action “may be rendered moot if Benworth FL prevails on the vacatur action.” (ECF
No. 120 at 2.) This Court rejected Defendants’ arguments. (June 27 Order.)
Confirmation. Womply filed a petition to confirm the Final Award in the Northern
District of California on July 1, 2024, and Benworth FL filed a separate action to vacate
the Final Award. Oto Analytics, LLC v. Benworth Capital Partners LLC, No. 3:24-cv-
03975 (N.D. Cal.); Benworth Capital Partners, LLC v. Oto Analytics, LLC, No. 3:24-cv-
4840 (N.D. Cal.). Benworth has requested three extensions in these actions, sought three
months to file its opposition to Womply’s petition, and seeks to extend briefing on its
petition to vacate through October 2024.
Discovery. On July 15, 2024, Womply and Defendants held a Rule 26(f) conference and
copied the Reserve Bank on their contemporaneous memorialization of this conference.
Since then, Defendants have delayed the discovery process at every turn:
o Initial Disclosures. Defendants failed to timely serve Initial Disclosures,
which were due 14 days after the Rule 26(f) conference. Fed. R. Civ. P.
26(a)(1)(C). Defendants did not serve any Initial Disclosures until after
Womply followed up on August 2, 2024.
o Protective Order. Defendants’ belated Initial Disclosures stated that a
“confidentiality agreement and protective order will be necessary to
produce” documents. Womply sent Defendants a draft protective order on
July 15, 2024, but Defendants did not respond for six weeks until August 27,
2024, refused to confer about this issue until Womply provided topics in
advance in writing, and still have not provided any availability to confer.
Womply also sent Defendants a draft ESI Stipulation on August 15, 2024
to which Defendants have never responded.
o Discovery Requests. On July 19, 2024, Womply served initial document
requests and interrogatories on each of Defendants with responses due by
August 19, 2024. (Ex. 1); Fed. R. Civ. P. 33(b)(2), 34(b)(2). Defendants
requested a 30-day extension to respond to Womply’s requests (ECF
No. 154), which this Court did not grant (ECF No. 158). On August 23,
2024, the Reserve Bank served initial document requests on each of the
Defendants that are substantially similar to Womply’s requests with
responses due by September 23, 2024. (Ex. 2); Fed. R. Civ. P. 33(b)(2),
34(b)(2). Defendants now seek to delay responding to any discovery
requests, without any agreement they will produce any documents or
information, for 98 days, until October 25, 2024.
Defendants raise three meritless arguments to delay this case “by a minimum of 90 days.”
First, Defendants argue that the hearing on confirmation and vacatur of the Final Award “has been
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rescheduled to at least January 2025,” and “[t]he outcome of that hearing may render this case
moot.” This is the exact same argument Defendants raised seeking reconsideration of this Court’s
Order lifting the stay, which this Court already rejected. (ECF Nos. 120–21.) Defendants are thus
seeking to use their proposed schedule to effectively grant themselves the stay of discovery this
Court denied.
Second, Defendants incorrectly assert that consolidating this action with the Reserve
Bank’s action “changes the scope of discovery” and introduces unspecified “complexities that
were not present in the original case.” Not so. Womply and the Reserve Bank allege substantially
similar fraudulent transfer and equitable claims and have served substantially similar discovery
requests. In any event, any purported complexities introduced by the Reserve Bank’s actions
should not delay responding to Womply’s discovery requests.
Finally, Defendants are insisting on a second Rule 26(f) conference with the Reserve Bank
before responding to any discovery requests, which they seek to delay until September 25, 2024,
and refuse to hold such a conference on any earlier dates. Because Womply and Defendants have
already conducted a Rule 26(f) conference, there is no need for a second one because document
requests are “considered to have been served at the first Rule 26(f) conference.” Fed. R. Civ.
26(d)(1)(B) (emphasis added). In any event, this again provides no basis to delay responding to
Womply’s discovery requests.
Womply regrets that Defendants have taken an obstructionist approach to scheduling and
discovery. Defendants have already indicated that they plan to raise objections and withhold
documents, which may force Womply to raise additional discovery disputes. To avoid “further
delaying the initiation of proceedings” (June 27 Order), Womply respectfully requests that this
Court enter the following proposed scheduling order:
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Case 3:23-cv-01034-GMM Document 159 Filed 08/30/24 Page 5 of 12
Current Schedule Womply’s Proposed
Deadline
(ECF No. 122) Schedule
Parties Conduct Rule 26(f) Conference July 15, 2024 (or July 15, 2024 (first
earlier) conference,
conducted)
September 6, 2024
(second conference,
proposed)
Defendants Respond To Womply’s N/A September 18, 2024
Discovery Requests
Defendants Respond to FRBSF’s N/A September 23, 2024
Discovery Requests
Parties Conduct Conference N/A September 25, 2024
(or earlier)
Parties Answer Or Otherwise Respond N/A October 1, 2024
to FRBSF Complaint
Substantial Completion of Document October 18, 2024 November 15, 2024
Discovery
Complete Fact Discovery November 19, 2024 January 17, 2025
Parties Identify Experts On Issues For January 7, 2025 February 7, 2025
Which They Bear The Burden of Proof
Parties Submit Opening Expert Reports January 27, 2024 February 28, 2025
On Issues For Which They Bear The
Burden Of Proof
Parties Submit Rebuttal Expert Reports February 27, 2025 March 28, 2025
Complete Expert Discovery March 27, 2025 April 25, 2025
File Dispositive Motions April 25, 2025 May 23, 2025
The Reserve Bank’s Position
On July 10, 2024, the Reserve Bank commenced an action against Defendants, which has
since been consolidated with Womply’s action given the numerous common factual and legal
issues involved. The Reserve Bank believes these consolidated cases should proceed efficiently,
noting that the objective of consolidation was to streamline and simplify the proceedings in both
actions.
The Reserve Bank agrees with Womply that both its action and Womply’s action involve
substantially similar claims. The Reserve Bank has served its initial document requests on
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Case 3:23-cv-01034-GMM Document 159 Filed 08/30/24 Page 6 of 12
Defendants, and both Plaintiffs have requested similar discovery from the same Defendants (other
than requests related to the PPP loan facility between the Reserve Bank and Benworth FL), such
that the consolidation does not introduce significant complexities that would warrant a significant
delay in the resolution of the actions.
Finally, the Reserve Bank does not believe that a second Rule 26(f) conference is necessary
in light of the Reserve Bank’s awareness of the outcomes reached at the first conference and the
Reserve Bank’s pending document requests to the Defendants, but has agreed to make itself
available for one in early September given Defendants’ request for a new conference.
Accordingly, the Reserve Bank respectfully requests that the Court enter the scheduling
order proposed by Womply above.
Defendants’ Position
The following shows Defendants’ proposed schedule juxtaposed against the proposal
Plaintiffs provided to Defendants in their email conferral of this joint filing for the Court’s ease of
reference. Defendants note that (1) the row “Parties Conduct Rule 26(f) Conference” was never
proposed by Plaintiffs in their email conferrals with Defendants and that Plaintiffs added this at
the eleventh hour of this filing, and (2) the row is duplicative of the row “Parties Conduct
Conference,” which already refers to a Rule 26(f) conference, which the Reserve Bank has yet to
participate in.
[Proposal on the following page]
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Case 3:23-cv-01034-GMM Document 159 Filed 08/30/24 Page 7 of 12
Prior Proposed
Plaintiffs’ Proposed Defendants’ Proposed
Deadline Schedule
Schedule Schedule
(ECF No. 122)
Defendants Respond To N/A September 18, 2024 October 25, 2024
Womply’s Discovery
Requests
Defendants Respond to N/A September 23, 2024 October 25, 2024
FRBSF’s Discovery (or 30 days after the
Requests Rule 26(f) conference, at
latest)
Parties Conduct July 15, 2024 September 25, 2024 September 25, 2024
Conference (or earlier) (or earlier) (or earlier)
Parties Answer Or N/A October 1, 2024 October 1, 2024
Otherwise Respond to
FRBSF Complaint
Substantial Completion of October 18, 2024 November 15, 2024 January 16, 2025
Document Discovery
Complete Fact Discovery November 19, 2024 January 17, 2025 February 17, 2025
Parties Identify Experts On January 7, 2025 February 7, 2025 April 7, 2025
Issues For Which They
Bear The Burden of Proof
Parties Submit Opening January 27, 2024 February 28, 2025 April 28, 2025
Expert Reports On Issues
For Which They Bear The
Burden Of Proof
Parties Submit Rebuttal February 27, 2025 March 28, 2025 May 28, 2025
Expert Reports
Complete Expert March 27, 2025 April 25, 2025 June 25, 2025
Discovery
File Dispositive Motions April 25, 2025 May 23, 2025 July 24, 2025
The Defendants’ proposal takes into account the recent consolidation of the Reserve
Bank’s action (Civil No. 24-01313) with the original action filed by Womply in the main case
(Civil No. 23-01034). Although both complaints include causes of action for alleged fraudulent
transfer and veil piercing that are substantially similar, the Reserve Bank’s complaint involves an
additional, substantive claim for breach of contract and collection of money alleging over
$66,000,000 in damages based on entirely separate and distinct contractual documents and factual
predicates. (Civil No. 24-01313, ECF No. 1 at 4-9, 18-19). Although Plaintiffs would like to
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Case 3:23-cv-01034-GMM Document 159 Filed 08/30/24 Page 8 of 12
sidestep the difference in these claims, consolidation does significantly change the scope of
discovery and introduce complexities that were not present in the original case.
The discovery process will be more cumbersome and time-consuming, especially as the
burden to compile and produce a substantial amount of documentation falls largely on the
defendants. For this reason, Defendants believe that the deadlines originally set forth in the prior
proposed schedule for Civil No. 24-01313 (ECF No. 122) should be extended by 90 days, as
proposed above. This does not pose an unreasonable delay or prejudice to the parties.
The Court should take note that Benworth FL has filed a petition to vacate the arbitration
award, Benworth Capital Partners, LLC v. Oto Analytics, LLC, No. 3:24-cv-4840 (N.D. Cal.),
which has been consolidated with Womply’s petition to confirm the award in the U.S. District
Court for the Northern District of California, Oto Analytics, LLC v. Benworth Capital Partners
LLC, No. 3:24-cv-03975 (N.D. Cal.). Due to the court in that case’s calendar, and not Defendants’
purported “delay tactics,” the hearing for the arbitration appeal has been rescheduled to at least
January 2025. The outcome of that hearing may render this case moot, which makes proceeding
on an expedited schedule potentially inefficient and unnecessary.
Regarding the Rule 26(f) conference that should take place over the Reserve Bank’s
separate claims in the now-consolidated case, which involve distinct evidence, scope of discovery
and claims, Defendants had already agreed to Plaintiffs’ proposal to hold the same on September
25, 2024 or earlier, and are in the process of coordinating available dates for counsel of all parties.
There is no dispute on this issue, except that Plaintiffs are now attempting to unilaterally impose a
September 6th date for the requisite Rule 26(f) conference in the row “Parties Conduct Rule 26(f)
conference,” as noted above, which should be coordinated among the parties to ensure counsel for
each party are available to attend.
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Case 3:23-cv-01034-GMM Document 159 Filed 08/30/24 Page 9 of 12
Regarding the issue of Womply’s proposed protective order draft, Defendants clarify that
they first received a revised version of the proposed protective order with the Reserve Bank’s edits
on August 20, 2024, and returned their additional revisions to all parties on August 27, 2024.
Womply requested a conferral on those edits and, once Womply specified what its discrepancies
were with the same, Defendants responded that they are coordinating to provide available dates in
the coming weeks to hold the requested call with all counsel.
In all other respects, and to avoid protracted argumentation, Defendants simply note that
they take exception to Womply’s comments in its portion of this joint motion characterizing as
“delay tactics” Defendants’ exercise of their procedural and substantive rights under, inter alia,
the Federal Rules of Civil Procedure, the JAMS Rules or the Federal Arbitration Act.
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Case 3:23-cv-01034-GMM Document 159 Filed 08/30/24 Page 10 of 12
Dated: August 30, 2024
MCCONNELL VALDÉS LLC FERRAIUOLI LLC
By: /s/ Roberto A. Cámara Fuertes__
By: /s/ Alejandro J. Cepeda Diaz__ Roberto A. Cámara Fuertes
Alejandro J. Cepeda Diaz USDC-PR 219002
USDC-PR 222110 Jaime A. Torrens-Davila
McConnell Valdés LLC Monica Del Pilar Ramos-Benitez
270 Muñoz Rivera Ave. Ferraiuoli LLC
Hato Rey PR 00918 PO Box 195168
(787) 250-5637 San Juan, PR 00919-5168
ajc@mcvpr.com (787) 766-7000
(787) 766-7001
WILLKIE FARR & GALLAGHER LLP rcamara@ferraiuoli.com
jtorrens@ferraiuoli.com
Alexander L. Cheney (admitted pro hac mramos@ferraiuoli.com
vice)
333 Bush Street
San Francisco, CA 94104 KOZYAK TROPIN &
(415) 858-7400 THROCKMORTON
acheney@willkie.com
Stuart R. Lombardi (admitted pro hac Dwayne Robinson
vice) Michael R. Lorigas
787 Seventh Avenue Rasheed K. Nader
New York, NY 10019 2525 Ponce de Leon Boulevard, 9th Fl.
(212) 728-8882 Miami, Florida 33134
(305) 372-1800
Joshua S. Levy (admitted pro hac vice) jpiedra@kttlaw.com
1875 K Street, N.W. drobinson@kttlaw.com
Washington, D.C. 20006 mlorigas@kttlaw.com
(202) 303-1000 rnader@kttlaw.com
jlevy@willkie.com
Counsel for Defendants Benworth
Counsel for Plaintiff Oto Analytics, LLC Capital Partners LLC and Bernardo
Navarro
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Case 3:23-cv-01034-GMM Document 159 Filed 08/30/24 Page 11 of 12
O’NEILL & BORGES LLC CASELLAS ALCOVER & BURGOS,
P.S.C.
By: /s/ Antonio L. Roig Lorenzo____ By: /s/_Carla S. Loubriel______
Antonio L. Roig Lorenzo Carla S. Loubriel
USDC-PR No. 207712 USDC-PR 227509
Salvador J. Antonetti Stutts Ricardo F. Casellas
USDC-PR No. 215002 208 Ponce de Leon Ave.
Ubaldo M. Fernández Barrera Popular Center Bldg. Suite 1400
USDC-PR No. 224807 Hato Rey, PR 00918
Aníbal A. Román Medina (787) 756-1400
USDC-PR No. 308410 cloubriel@cabprlaw.com
250 Muñoz Rivera Ave., Ste. 800 rcasellas@cabprlaw.com
San Juan, PR 00918-1813
(787) 764-8181 Counsel for Defendants Benworth
antonio.roig@oneillborges.com Capital Partners PR LLC and Claudia
salvador.antonetti@oneillborges.com Navarro
ubaldo.fernandez@oneillborges.com
anibal.roman@oneillborges.com
CLEARY GOTTLIEB STEEN &
HAMILTON LLP
Lisa M. Schweitzer (admitted pro hac
vice)
Thomas S. Kessler (admitted pro hac
vice)
One Liberty Plaza
New York, New York 10006
(212) 225-2000
lschweitzer@cgsh.com
tkessler@cgsh.com
Counsel for the Federal Reserve Bank of
San Francisco
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Case 3:23-cv-01034-GMM Document 159 Filed 08/30/24 Page 12 of 12
CERTIFICATE OF SERVICE
The undersigned certifies that on August 30, 2024, the foregoing document was filed with
the Clerk of the Court using CM/ECF, which sent notice to all parties receiving notifications
through the CM/ECF system.
Dated: August 30, 2024 By: /s/ Alejandro J. Cepeda Diaz__
Counsel for Plaintiff Oto Analytics, LLC
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