ADMINISTRATIVE MOTION for Enlargement of Page Limits Applicable to Respondents Cross-Motion to… — Oto Benworth (Dkt. 46)

Record facts

U.S. District Court for the Northern District of California · No. 4:24-cv-03975-AMO · Doc. 46 · 2024-08-26 · Docket on CourtListener

Full text

ADMINISTRATIVE MOTION FOR ENLARGEMENT OF PAGE LIMITS APPLICABLE TO 
RESPONDENT’S CROSS-MOTION TO VACATE AND FOR EXTENSION OF TIME TO 
RESPOND TO PETITIONER’S MOTION TO CONFIRM 
Case No. 3:24-cv-03975-AMO 
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
Daniel C. Girard (State Bar No. 114826) 
dgirard@girardsharp.com  
Simon S. Grille (State Bar No. 294914)  
sgrille@girardsharp.com  
GIRARD SHARP LLP  
601 California Street, Suite 1400  
San Francisco, CA 94108  
Telephone: (415) 981-4800  
Jorge L. Piedra (Florida Bar No. 88315)  
(Pro Hac Vice)  
jpiedra@kttlaw.com  
Dwayne A. Robinson (Florida Bar No. 99976)  
(Pro Hac Vice)  
drobinson@kttlaw.com  
Michael R. Lorigas (Florida Bar No. 123597)  
(Pro Hac Vice)  
mlorigas@kttlaw.com  
KOZYAK TROPIN & THROCKMORTON 
2525 Ponce de Leon Boulevard, 9th Floor  
Miami, Florida 33134  
Telephone: (305) 372-1800  
Attorneys for Benworth Capital Partners, LLC 
UNITED STATES DISTRICT COURT 
NORTHERN DISTRICT OF CALIFORNIA 
SAN FRANCISCO DIVISION 
OTO ANALYTICS, LLC f/k/a OTO 
ANALYTICS, INC. d/b/a WOMPLY, 
Petitioner, 
v. 
BENWORTH CAPITAL PARTNERS, LLC , 
Respondent. 
Case No. 3:24-cv-3975-AMO
ADMINISTRATIVE MOTION FOR 
ENLARGEMENT OF PAGE LIMITS 
APPLICABLE TO RESPONDENT’S CROSS-
MOTION TO VACATE AND FOR 
EXTENSION OF TIME TO RESPOND TO 
PETITIONER’S MOTION TO CONFIRM 
Case 4:24-cv-03975-AMO     Document 46     Filed 08/26/24     Page 1 of 7

 
1 
ADMINISTRATIVE MOTION FOR ENLARGEMENT OF PAGE LIMITS APPLICABLE TO 
RESPONDENT’S CROSS-MOTION TO VACATE AND FOR EXTENSION OF TIME TO 
RESPOND TO PETITIONER’S MOTION TO CONFIRM 
Case No. 3:24-cv-03975-AMO 
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
Pursuant to Local Rules 7-2, 7-3, and 7-11, Respondent, Benworth Capital Partners, LLC 
(“Benworth”), seeks an enlargement of the page limits applicable to its Cross-Motion to Vacate and 
Response to Petitioner, Oto Analytics, LLC (“Womply”)’s Motion to Confirm Final Arbitration Award 
(“Womply’s Motion”) (ECF No. 41). Due to the complex nature of this dispute, the extensive record, and 
the standard for vacating an arbitration award, the 25-page limit prescribed by Local Rule 7-2 and 7-3 is 
insufficient for Benworth to adequately present its case for vacatur to the Court. 
Pursuant to Local Rule 6-3 and 7-11, Benworth requests an extension of the time to respond to 
Womply’s Motion until ten (10) days after the Court rules on the instant request for enlargement of the 
applicable page limits. This extension will benefit the parties and the Court because it will enable the 
Court to consider Benworth’s arguments for vacatur and Womply’s arguments for confirmation under the 
same briefing schedule.  
At bottom, Benworth proposes that instead of the Court adjudicating two separate petitions under 
the Federal Arbitration Act (“FAA”)—Womply’s Petition to Confirm and Benworth’s Petition to 
Vacate1—that Benworth submit its Petition to Vacate as a Response/Cross-Petition to Womply’s Petition 
so that the Court may address the matters in one uniform and efficient manner.    
I. 
Relevant Background 
This is a dispute related to the Paycheck Protection Program (“PPP”). The PPP was administered 
by the U.S. Small Business Association (“SBA”) in response to the devastating economic consequences 
of the COVID-19 Pandemic. Robinson Decl. ¶ 1. Benworth is a licensed PPP lender with the SBA that 
focuses on providing necessary funds to minority-owned small businesses. Id. Womply sought to 
capitalize on the PPP by referring and preparing PPP loan applications to lenders like Benworth. Id. 
Benworth and Womply entered a series of agreements whereby Womply collected, analyzed, and 
verified all the information and documents that borrowers were required to submit to apply for a PPP 
loan. See Agent Agreement, Vacatur Action, ECF No. 3-44. When the SBA extended the second round of 
PPP funding, Womply requested that Benworth enter a series of new agreements including a “referral 
agreement” and an “order form” (the “Operative Agreements”). See Operative Agreements, ECF No. 41-
 
1 Benworth filed its Petition to Vacate in the related case styled Benworth v. Womply, Case No. 3:24-cv-
4840 (N.D. Cal) (the “Vacatur Action”). 
Case 4:24-cv-03975-AMO     Document 46     Filed 08/26/24     Page 2 of 7

 
2 
ADMINISTRATIVE MOTION FOR ENLARGEMENT OF PAGE LIMITS APPLICABLE TO 
RESPONDENT’S CROSS-MOTION TO VACATE AND FOR EXTENSION OF TIME TO 
RESPOND TO PETITIONER’S MOTION TO CONFIRM 
Case No. 3:24-cv-03975-AMO 
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
3&4. These agreements all expressly incorporate extensive SBA rules, regulations, and standard 
operating procedures (“SOPs”). Id. Eventually, the relationship between Benworth and Womply soured 
resulting in arbitration. Robinson Decl. ¶ 2. 
Because of the highly technical nature of the parties’ agreements and the ensuing dispute, the final 
arbitration hearing spanned over eight days and the record contains more than 4,000 pages of 
documentary, photographic, and video evidence—including numerous briefs by the parties and hundreds 
of pages of SBA SOPs, rules, and regulations. Robinson Decl. ¶ 3. Indeed, the 73-page final award 
highlights the challenge of summarizing and adjudicating this dispute. See Corrected Final Award, ECF 
No. 41-5. 
The FAA prevents a Court from confirming an award that has been vacated, modified, or 
corrected. See 9 U.S.C. § 9. The FAA provides a series of reasons for which a court may grant vacatur. 
See 9 U.S.C. § 10. Two of those reasons are applicable here. The FAA allows vacatur where the arbitrator 
is “guilty of misconduct in refusing to postpone the hearing, upon sufficient cause shown.” 9 U.S.C. § 10 
(a)(3). Vacatur is also appropriate where an arbitrator exceeds his powers. 9 U.S.C. § 10 (a)(4). An 
arbitrator exceeds his powers “when the award is ‘completely irrational’ or exhibits a ‘manifest disregard 
of the law.’” Aspic Eng’g & Constr. Co. v. ECC Centcom Constructors LLC, 913 F.3d 1162, 1166 (9th 
Cir. 2019) (Aspic). Finally, Benworth is also seeking vacatur because the award violates public policy. 
See United Transp. Union v. Union Pac. R. Co., 116 F.3d 430, 433 (9th Cir. 1997). 
II. 
Motion for Enlargement of Page Limits 
Benworth, aware of the burden it must carry in seeking vacatur, requires more than 25 pages to 
adequately meet that standard. To show that the arbitrator is guilty of misconduct in refusing to postpone 
the hearing, Benworth first must demonstrate that there was sufficient good cause at the time the request 
was made. See 9 U.S.C. § 10 (a)(3) (requiring good cause to postpone a hearing before refusal to do so 
constitutes grounds for vacatur). This requires a discussion of the SBA investigation into Womply for 
allegedly charging excessive fees and making misrepresentations about the services it offered to lenders 
like Benworth. See Email from SBA Attorney to Benworth’s Counsel, Vacatur Action, ECF No. 3-2883-
84 (summarizing the scope of the SBA investigation into Womply). Then, Benworth must detail the how 
the results of the SBA investigation would affect the outcome of the arbitration to demonstrate that the 
Case 4:24-cv-03975-AMO     Document 46     Filed 08/26/24     Page 3 of 7

 
3 
ADMINISTRATIVE MOTION FOR ENLARGEMENT OF PAGE LIMITS APPLICABLE TO 
RESPONDENT’S CROSS-MOTION TO VACATE AND FOR EXTENSION OF TIME TO 
RESPOND TO PETITIONER’S MOTION TO CONFIRM 
Case No. 3:24-cv-03975-AMO 
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
arbitrator’s refusal to postpone the hearing until SBA’s investigation was complete, constitutes an act of 
misconduct. 
To show that the award is “completely irrational[,]” Benworth must prove that “the arbitration 
decision fails to draw its essence from the agreement.” Aspic, 913 F.3d at 1166 (internal quotations 
omitted). This requires Benworth to describe the detailed requirements of the Operative Agreements. 
Because all agreements between the Parties expressly incorporate and grant supremacy to SBA rules, 
regulations and SOPs, the Petition must detail those materials and show how each apply to the 
relationship between Benworth and Womply. Then, Benworth must contrast those requirements with the 
arbitrator’s findings to demonstrate that the arbitration award is untethered to the Operative 
Agreements—including the incorporated SBA rules, regulations and SOPs—such that is it completely 
irrational and manifestly disregards the law. 
Finally, to demonstrate that the award violates public policy, Benworth must first describe “an 
explicit, well-defined policy.” United Transp. Union, 116 F.3d at 433. This also requires a detailed 
discussion of the SBA regulations that govern agreements between lenders, their agents, and lender 
service providers. That is half of the public policy inquiry. Next, Benworth needs to show that “the policy 
[(i.e. the applicable SBA regulations)] is one that specifically militates against the relief ordered by the 
arbitrator.” Id. To do so, the Petition explains how the arbitration award, if confirmed, will require 
Benworth to violate the SBA requirements that govern the services Womply provided under the Operative 
Agreements. 
This Court should accordingly enlarge the page limit in Local Rule 7-2 and 7-3 to 60 pages to 
allow Benworth an adequate opportunity to present these issues to the Court in light of the extensive 
record, the technical nature of the subject matter, and the exacting standard for vacating an arbitration 
award. 
III. 
Motion for Extension of Time 
Womply’s Motion was filed on August 20, 2024, and is currently set for hearing on January 9, 
2025. Local Rule 7-3 requires that Benworth respond by September 3, 2024. Under the FAA, 
confirmation and vacatur are two sides of the same coin such that if an award is vacated, it cannot be 
confirmed. See 9 U.S.C. § 9 (a court must confirm an arbitration award “unless the award is vacated, 
Case 4:24-cv-03975-AMO     Document 46     Filed 08/26/24     Page 4 of 7

 
4 
ADMINISTRATIVE MOTION FOR ENLARGEMENT OF PAGE LIMITS APPLICABLE TO 
RESPONDENT’S CROSS-MOTION TO VACATE AND FOR EXTENSION OF TIME TO 
RESPOND TO PETITIONER’S MOTION TO CONFIRM 
Case No. 3:24-cv-03975-AMO 
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
modified, or corrected as prescribed in sections 10 and 11 of this title”). On August 7, 2024, Benworth 
filed a separate action seeking to vacate the arbitration award underlying Womply’s Motion. See 
Benworth v. Womply, 3:24-cv-4840 (N.D. Cal) (the “Vacatur Action”). This case and the Vacatur Action 
were related on August 15, 2024. (ECF No. 39). To streamline the briefing, the parties have agreed to 
consolidate this case with the Vacatur action. Robinson Decl. ¶ 11. 
Benworth intends to file a cross-motion to vacate the arbitration award and response to Womply’s 
Motion, instead of responding to Womply’s Motion here, and separately seeking to vacate the award in 
the Vacatur Action. Robinson Decl. ¶ 6. This proposal will save time for the parties and the Court because 
the arguments for vacatur and confirmation will be laid out in one set of briefs rather than two. Id.  
However, because Benworth requires more than 25 pages to present its case for vacatur, guidance 
from the Court on the page limit issue is necessary before Benworth can convert the Petition to Vacate 
filed in the Vacatur Action into a cross-motion and response to Womply’s Motion. Robinson Decl. ¶ 7. 
Accordingly, Benworth respectfully requests that the Court extend the deadline to respond to Womply’s 
Motion until ten (10) days after the Court rules on the Motion for Enlargement of Page limits, see supra 
Part II. Benworth would be prejudiced if it is required to file a response to Womply’s Motion without the 
benefit of the Court’s decision on Benworth’s request for additional pages.  
* 
* 
* 
Pursuant to Local Rules 6-3 and 7-11(a), Benworth submits a declaration along with this motion 
which explains that a stipulation under Local Rule 7-12 could not be reached because counsel for Womply 
disagreed with the requested relief and believes Benworth’s request to consolidate the briefing is moot. 
The undersigned disagrees. 
Mindful of the September 3rd deadline to respond to Womply’s Motion, Benworth submits this 
motion promptly after learning that Womply would not stipulate to the requested relief. 
Dated: August 26, 2024 
Respectfully submitted,  
 
/s/ Dwayne A. Robinson 
 
 
Jorge L. Piedra (Florida Bar No. 88315) 
(Pro Hac Vice)  
Case 4:24-cv-03975-AMO     Document 46     Filed 08/26/24     Page 5 of 7

 
5 
ADMINISTRATIVE MOTION FOR ENLARGEMENT OF PAGE LIMITS APPLICABLE TO 
RESPONDENT’S CROSS-MOTION TO VACATE AND FOR EXTENSION OF TIME TO 
RESPOND TO PETITIONER’S MOTION TO CONFIRM 
Case No. 3:24-cv-03975-AMO 
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
jpiedra@kttlaw.com 
Dwayne A. Robinson (Florida Bar No. 99976)  
(Pro Hac Vice) 
drobinson@kttlaw.com  
Michael R. Lorigas (Florida Bar No. 123597) 
(Pro Hac Vice) 
mlorigas@kttlaw.com 
KOZYAK TROPIN & THROCKMORTON 
2525 Ponce de Leon Boulevard, 9th Floor 
Miami, Florida 33134  
Telephone: (305) 372-1800  
 
Daniel C. Girard (State Bar No. 114826)  
dgirard@girardsharp.com 
Simon S. Grille (State Bar No. 294914)  
sgrille@girardsharp.com  
GIRARD SHARP LLP  
601 California Street, Suite 1400  
San Francisco, CA 94108  
Telephone: (415) 981-4800 
 
Attorneys for Benworth Capital Partners, LLC  
 
 
Case 4:24-cv-03975-AMO     Document 46     Filed 08/26/24     Page 6 of 7

 
6 
ADMINISTRATIVE MOTION FOR ENLARGEMENT OF PAGE LIMITS APPLICABLE TO 
RESPONDENT’S CROSS-MOTION TO VACATE AND FOR EXTENSION OF TIME TO 
RESPOND TO PETITIONER’S MOTION TO CONFIRM 
Case No. 3:24-cv-03975-AMO 
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
ATTESTATION PURSUANT TO CIVIL LOCAL RULE 5-1(i)(3) 
Pursuant to Civil Local Rule 5-1(i)(3), the filer of this document attests that concurrence in the 
filing of this document has been obtained from the signatories above. 
 
Dated: August 26, 2024 
/s/ Simon S. Grille 
 
 
 
Simon S. Grille 
 
Case 4:24-cv-03975-AMO     Document 46     Filed 08/26/24     Page 7 of 7

File and source

File

gov.uscourts.cand.431982.46.0.pdf

Size

256,891 bytes

SHA-256

bc33097d4c352e68d1bc59cc8f883ebc236f1bfb90f6138a10ffcb81db23d118

Our copy

gov.uscourts.cand.431982.46.0.pdf

Original

PACER (login required)