OPPOSITION/RESPONSE (re 3 Administrative Motion to Consider Whether Another Party's Material… — Benworth Oto (Dkt. 21)

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U.S. District Court for the Northern District of California · No. 4:24-cv-04840-AMO · Doc. 21 · 2024-08-15 · Docket on CourtListener

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RESPONSE TO PETITIONER’S ADMINISTRATIVE MOTION TO CONSIDER WHETHER 
ANOTHER PARTY’S MATERIAL SHOULD BE SEALED 
Case No. 3:24-cv-4840-AMO 
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WILLKIE FARR & GALLAGHER LLP 
Alexander L. Cheney (SBN 302157) 
acheney@willkie.com 
333 Bush Street 
San Francisco, CA 94104 
(415) 858-7400 
Stuart R. Lombardi (pro hac vice forthcoming) 
slombardi@willkie.com 
787 7th Avenue 
New York, NY 10019 
(212) 728-8000 
 
Joshua S. Levy (pro hac vice forthcoming) 
jlevy@willkie.com 
1875 K Street, N.W. 
Washington, DC 20006-1238 
(202) 303-1000 
Attorneys for Respondent 
Oto Analytics, LLC 
 
UNITED STATES DISTRICT COURT 
NORTHERN DISTRICT OF CALIFORNIA 
 
 
BENWORTH CAPITAL PARTNERS LLC, 
Petitioner, 
v. 
OTO ANALYTICS, LLC, 
Respondent. 
 Case No. 3:24-cv-4840-AMO 
 
RESPONSE TO PETITIONER’S 
ADMINISTRATIVE MOTION TO 
CONSIDER WHETHER ANOTHER 
PARTY’S MATERIAL SHOULD BE 
SEALED  
 
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RESPONSE TO PETITIONER’S ADMINISTRATIVE MOTION TO CONSIDER WHETHER 
ANOTHER PARTY’S MATERIAL SHOULD BE SEALED 
Case No. 3:24-cv-4840-AMO 
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Pursuant to Civil Local Rules 7-11 and 79-5(f), Respondent Oto Analytics, LLC (f/k/a Oto 
Analytics, Inc., d/b/a Womply) (“Womply”) respectfully submits this Response To Petitioner’s 
Administrative Motion To Consider Whether Another Party’s Material Should Be Sealed (the 
“Response”). 
INTRODUCTION 
Petitioner Benworth Capital Partners LLC’s (“Benworth” or “Petitioner”) Administrative 
Motion To Consider Whether Another Party’s Material Should Be Sealed (ECF No. 3, “Mot.” or 
“Motion”) fails to comply with Civil Local Rule 79-5(a), which requires that a party filing 
documents under seal first “explore all reasonable alternatives to filing documents under seal, 
minimize the number of documents filed under seal, and avoid wherever possible sealing entire 
documents (as opposed to merely redacting the truly sensitive information in a document).”  
Benworth did none of that.  Instead, Benworth filed under seal its entire appendix of over 1,900 
pages—including government regulations and other publicly available information—and its Motion 
seeks to shift the burden of evaluating whether any of them contain confidential information to 
Womply.  That is the type of gamesmanship that Civil Local Rule 79-5(a) is intended to prevent.  In 
hopes to avoid burdening the Court with the matter, the parties are meeting and conferring in an 
effort to agree on a narrower sealing request.  In the event those efforts fail, for the reasons discussed 
herein, Womply reserves the right to request that the Court issue an order requiring that Benworth 
submit an amended appendix and new motion to seal in compliance with Civil Local Rule 79-5(a), 
or, in the alternative, grant Womply an extension of 30 days to respond with particularity to 
Benworth’s Motion. 
As explained below, in a related action, Womply filed a petition to confirm an arbitral award 
finding that Benworth owes Womply more than $118 million.  Instead of substantively responding 
to Womply’s petition, Benworth commenced this new action by filing its own petition to vacate the 
same award under the Federal Arbitration Act (the “FAA”)—but that petition violates this Court’s 
rules.  Under the FAA, a petition to vacate an arbitration award is treated as a motion and therefore, 
under Civil Local Rule 7-2(b), has a page limit of 25 pages.  This is consistent with this Court’s 
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precedent stating that an action to confirm or vacate an arbitral award is summary in nature, and the 
grounds on which a Court may vacate an arbitral award are very narrow.  Disregarding all of this, 
Benworth’s petition spans 67 pages and effectively seeks de novo review of the arbitrator’s legal 
conclusions and factual findings with which Benworth disagrees. 
The parties are meeting and conferring in the hopes of resolving this issue without Court 
intervention. 
BACKGROUND 
In August 2021, Womply commenced the JAMS arbitration styled Oto Analytics, Inc. d/b/a 
Womply v. Benworth Capital Partners, LLC, JAMS Ref. No. 1210038203 (the “Arbitration”).  After 
nearly three years, the arbitrator issued a Corrected Final Award on June 26, 2024.  On July 1, 2024, 
Womply filed a petition to confirm the Corrected Final Award (the “Final Award”) in the United 
States District Court for the Northern District of California.  See Oto Analytics, LLC v. Benworth 
Capital Partners LLC, No. 3:24-cv-03975, ECF No. 1 (N.D. Cal. July 1, 2024).   
On August 7, Benworth commenced this new action (the “Action”) by filing a 67-page 
Notice Of Petition And Petition to Vacate Final Arbitration Award (ECF No. 1, the “Petition”).  In 
support of the Petition, Benworth filed under seal an appendix containing more than 1,900 pages of 
documents from the Arbitration (ECF Nos. 1-1–1-57, collectively, the “Appendix”).  Benworth 
simultaneously filed an Administrative Motion To Consider Whether Another Party’s Material 
Should Be Sealed (the “Motion”).  The Motion contends that Benworth’s Petition and Appendix 
contain certain information that Womply “has claimed or may claim is confidential” and that 
“Womply has the burden to justify its claims of confidentiality and to establish that the designated 
information is sealable.”  (Mot. at 1.)  On August 8, 2024, Benworth sent Womply electronic copies 
of its unredacted Petition and an unsealed copy of its Appendix.  Womply accepted service of 
Benworth’s Petition and the Motion on August 12, 2024.  (ECF No. 8.) 
ARGUMENT 
Civil Local Rule 79-5(a) requires that parties filing documents under seal first “explore all 
reasonable alternatives to filing documents under seal, minimize the number of documents filed 
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under seal, and avoid wherever possible sealing entire documents (as opposed to merely redacting 
the truly sensitive information in a document).” 
Benworth appears to have made no effort to explore any alternatives, minimize the number 
of documents filed under seal, or avoid filing entire documents under seal.  It simply filed all of the 
documents in its Appendix in support of its Petition—totaling more than 1,900 pages—under seal.  
Benworth’s disregard of the rules is egregious given that some of the documents in its Appendix 
plainly are not confidential.  Indeed, Benworth’s sealed Appendix includes (i) documents that are 
publicly available on the U.S. Small Business Administration’s (“SBA”) website (see, e.g., App. 
3258–3847), (ii) blank application forms for the Paycheck Protection Program (see App. 3960–
3973),1 and (iii) copies of regulations published by the federal government (see App. 3848–3868).  
It also includes an interim arbitral award (App. 2902–56), an uncorrected final award (App. 3112–
84), and the Final Award (App. 3185–3257) that have all been filed publicly, albeit with some 
redactions, in separate proceedings Womply commenced against Benworth.  See Oto Analytics, LLC 
v. Benworth Capital Partners PR LLC, et al., No. 3:23-cv-01034, ECF Nos. 99-1 (D.P.R. Dec. 26, 
2023), 107-1 (D.P.R. June 12, 2024); Oto Analytics, LLC v. Benworth Capital Partners LLC, No. 
3:24-cv-03975, ECF No. 1-4 (N.D. Cal. July 1, 2024). 
Benworth’s violation may be explained in part by Benworth’s failure to comply with the 
Civil Local Rule governing page limits for the Petition.  It is black-letter law that petitions to confirm 
or vacate an arbitration award are treated as motions, not pleadings.  9 U.S.C. § 6 (“Any application 
to the court hereunder shall be made and heard in the manner provided by law for the making and 
hearing of motions.”) (emphasis added); see also S.W. Reg’l Council of Carpenters v. T.J. Hale Co., 
2010 WL 11597957, at *1, *3 (C.D. Cal. June 16, 2010) (treating petition to confirm arbitration 
award as a “motion to confirm”) (citing 9 U.S.C. §§ 6, 9).  This treatment makes sense given that 
“[t]he confirmation of an arbitration award is meant to be a summary proceeding.”  Int’l Petroleum 
 
1 The SBA SOP can be found publicly on the SBA’s website at the following URL:  
https://www.sba.gov/document/sop-50-10-lender-development-company-loan-programs.  PPP 
application forms can be found at the following URL:  https://www.sba.gov/document/sba-form-
2483-ppp-first-draw-borrower-application-form. 
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Prods. & Additive Co. v. Black Gold, S.A.R.L., 418 F. Supp. 3d 481, 487 (N.D. Cal. 2019) (citing 
G.C. & K.B. Invs., Inc. v. Wilson, 326 F.3d 1096, 1105 (9th Cir. 2003)).  Womply has repeatedly 
notified Benworth that petitions under the FAA are treated as motions and therefore subject to the 
25-page limit under Civil Local Rule 7-2(b).  Nevertheless, Benworth filed a 67-page Petition, 
exceeding the page limits under Civil Local Rule 7-2(b) by 42 pages.2  Had Benworth complied 
with the page limits, it is unlikely it would have needed to submit an Appendix of more than 1,900 
pages to support its Petition. 
Another explanation for Benworth’s failure to comply with Civil Local Rule 79-5(a) may be 
that Benworth’s Petition also violates the FAA.  As the Ninth Circuit has explained, under the FAA, 
“judicial review of an arbitrator’s decision is both limited and highly deferential.”  Barnes v. Logan, 
122 F.3d 820, 821 (9th Cir. 1997) (internal quotations omitted)).  “Neither erroneous legal 
conclusions nor unsubstantiated factual findings justify federal court review of an arbitral award.”  
Bosack v. Soward, 586 F.3d 1096, 1102 (9th Cir. 2009) (quoting Kyocera Corp. v. Prudential–
Bache Trade Servs., Inc., 341 F.3d 987, 994 (9th Cir. 2003)).  Rather, judicial review is limited.  Id. 
(“Our review is limited by the [FAA], which enumerates limited grounds on which a federal court 
may vacate, modify, or correct an arbitral award.”) (internal quotations omitted).  This limited 
review is “designed to preserve due process but not to permit unnecessary public intrusion into 
private arbitration procedures.”  U.S. Life Ins. Co. v. Superior Nat. Ins. Co., 591 F.3d 1167, 1173 
(9th Cir. 2010) (quoting Kyocera Corp., 341 F.3d at 998.)  In its Petition, Benworth disregards this 
precedent and instead seeks a “full-bore legal and evidentiary appeal[].”  Oxford Health Plans LLC 
v. Sutter, 569 U.S. 564, 568–69 (2013).  Had Benworth’s Petition only addressed the grounds for 
vacatur that are permitted under the FAA, it likely would not have needed such a lengthy Appendix. 
In any event, this Court should not allow Benworth to violate the Civil Local Rules and shift 
to Womply the burden of reviewing the more than 1,900 pages of documents in its Appendix to 
identify potentially confidential information. 
 
2 Benworth also violated Civil Local Rule 7-2(c) by failing to file a proposed order and Civil Local 
Rule 7-2(d) by failing to submit a supporting affidavit or declaration. 
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ANOTHER PARTY’S MATERIAL SHOULD BE SEALED 
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CONCLUSION 
In hopes to avoid burdening the Court with the matter, the parties are meeting and conferring 
in an effort to agree on a narrower sealing request.  In the event those efforts fail, for the reasons 
discussed above, Womply reserves the right to request that the Court issue an order requiring that 
Benworth submit an amended appendix and new motion to seal in compliance with Civil Local Rule 
79-5(a), or, in the alternative, grant Womply an extension of 30 days to respond with particularity 
to Benworth’s Motion. 
 
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Respectfully submitted, 
 
Dated: August 15, 2024 
WILLKIE FARR & GALLAGHER LLP 
 
By: /s/ Alexander L. Cheney 
 
Alexander L. Cheney 
Stuart R. Lombardi (pro hac vice forthcoming) 
Joshua S. Levy (pro hac vice forthcoming) 
 
Attorneys for Respondent 
Oto Analytics, LLC 
Case 4:24-cv-04840-AMO     Document 21     Filed 08/15/24     Page 7 of 7

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