OPPOSITION/RESPONSE (re 46 ADMINISTRATIVE MOTION for Enlargement of Page Limits Applicable to… — Oto Benworth (Dkt. 49)

Record facts

U.S. District Court for the Northern District of California · No. 4:24-cv-03975-AMO · Doc. 49 · 2024-08-29 · Docket on CourtListener

Full text

OPPOSITION TO RESPONDENT’S ADMINISTRATIVE MOTION FOR ENLARGEMENT OF PAGE LIMITS 
AND EXTENSION OF TIME TO RESPOND TO MOTION TO CONFIRM 
CASE No. 3:24-cv-3975-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
UNITED STATES DISTRICT COURT 
NORTHERN DISTRICT OF CALIFORNIA 
SAN FRANCISCO DIVISION 
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) 
slombardi@willkie.com 
787 7th Avenue 
New York, NY 10019 
(212) 728-8000
Joshua S. Levy (pro hac vice) 
jlevy@willkie.com 
1875 K Street, N.W. 
Washington, DC 20006-1238 
(202) 303-1000
Attorneys for Petitioner 
Oto Analytics, LLC 
OTO ANALYTICS, LLC, 
Petitioner, 
v. 
BENWORTH CAPITAL PARTNERS LLC, 
Respondent. 
Case No. 3:24-cv-3975-AMO 
PETITIONER’S OPPOSITION TO 
RESPONDENT’S ADMINISTRATIVE 
MOTION FOR ENLARGMENT OF 
PAGE LIMITS APPLICABLE TO 
RESPONDENT’S CROSS-MOTION TO 
VACATE, AND FOR EXTENSION OF 
TIME TO RESPOND TO PETITIONER’S 
MOTION TO CONFIRM 
Ho
 
n. Araceli Martínez-Olguín 
Case 4:24-cv-03975-AMO     Document 49     Filed 08/29/24     Page 1 of 7

  
 
 
 
OPPOSITION TO RESPONDENT’S ADMINISTRATIVE MOTION FOR ENLARGEMENT OF PAGE LIMITS 
AND EXTENSION OF TIME TO RESPOND TO MOTION TO CONFIRM 
CASE No. 3:24-cv-3975-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 this Court’s August 27, 2024 Order (ECF No. 48), Petitioner Oto Analytics, 
LLC (f/k/a Oto Analytics, Inc. d/b/a Womply) (“Womply”) submits this opposition to Respondent 
Benworth Capital Partners LLC’s (“Benworth”) Administrative Motion (the “Administrative 
Motion” or “Adm. Mot.”; ECF No. 46), filed on August 26, 2024.  Womply respectfully requests 
that this Court deny Benworth’s request to increase page limits to 60 pages—more than twice the 
permitted length under the Civil Local Rules—because (among other reasons) Benworth has 
already demonstrated that it will use those pages to brief arguments prohibited by the Federal 
Arbitration Act (“FAA”).  Benworth’s only basis to request an extension of time is its own 
unreasonable request for an additional 35 pages to brief statutorily improper arguments, and 
therefore also should be denied.  To the extent this Court gives Benworth extra time, Womply 
respectfully requests that the extension be limited to three additional days, to September 6, 2024. 
BACKGROUND 
On July 1, 2024, Womply filed a 14-page petition to confirm the final award in the 
underlying arbitration (the “Final Award”).  (ECF No. 1.)  On August 15, 2024, this Court held 
that Womply’s petition did not trigger Benworth’s deadline to respond, and therefore Womply 
would need to re-file its petition with a notice motion (ECF No. 40), which Womply did on August 
20, 2024 (the “Confirmation Motion”; ECF No. 41).  Benworth’s response to the Confirmation 
Motion is due on September 3, 2024 under Civil Local Rule 7-3.   
On August 12, 2024, Womply accepted service of Benworth’s 67-page petition to vacate 
the Final Award (the “Petition to Vacate”), which Benworth filed in a separate action.1  On the 
same day, Womply notified Benworth that its Petition to Vacate exceeded the 25-page limit under 
Civil Local Rule 7-2 by 42 pages.  (Declaration of Alexander L. Cheney ¶ 3.)  On Sunday, 
August 25, 2024—one day before Womply’s response to the Petition to Vacate was due—
Benworth asked to meet and confer about the due date, proposed that Womply not file any response 
to the Petition to Vacate, and asked Womply to consent to Benworth filing a 60-page combined 
 
1 Benworth Capital Partners LLC v. Oto Analytics, LLC, No 3:24-cv-4840 (N.D. Cal. Aug. 7, 
2024) (“Vacatur Action”), ECF No. 1. 
Case 4:24-cv-03975-AMO     Document 49     Filed 08/29/24     Page 2 of 7

 
 
2 
OPPOSITION TO RESPONDENT’S ADMINISTRATIVE MOTION FOR ENLARGEMENT OF PAGE LIMITS 
AND EXTENSION OF TIME TO RESPOND TO MOTION TO CONFIRM 
CASE No. 3:24-CV-3975-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
opposition to the Confirmation Motion and a new cross-motion to vacate the Final Award.  (Id. 
¶ 4.)  On August 26, 2024, Womply declined Benworth’s proposal for several reasons, including 
because Womply had nearly completed its opposition to the Petition to Vacate, Womply was 
concerned that it would waive its rights if it failed to respond to the Petition to Vacate by the 
August 26 deadline, and Womply disagreed that Benworth needed 60 pages to oppose Womply’s 
Confirmation Motion given the limited scope of judicial review permitted under the FAA.  (Id. 
¶ 6.)  Nevertheless, Womply offered to meet and confer on the subject the following day—
August 27—but Benworth never responded to that offer.  (Id. ¶ 7.)  Also on August 26, 2024, 
Womply timely responded to Benworth’s 67-page Petition to Vacate with a 25-page opposition 
(“Opposition”) in compliance with the Civil Local Rules.  (Vacatur Action, ECF No. 25.) 
Now, after seeing Womply’s Opposition, Benworth wants a do-over.  In a tacit 
acknowledgement that its 67-page Petition to Vacate violates the Civil Local Rules, Benworth 
asks the Court to disregard its Petition to Vacate (and therefore Womply’s Opposition) and grant 
Benworth permission to file a new 60-page brief in opposition to Womply’s Confirmation 
Motion and in support of a new motion to vacate the Final Award.  (See Adm. Mot. at 3–4.)  
Benworth suggests that this new brief will raise the same issues raised in its original Petition to 
Vacate.  (Id.)  Benworth also seeks an extension of time to file this new brief to 10 days after the 
Court’s decision on its Administrative Motion.  (Id. at 4.) 
ARGUMENT 
I. 
Benworth’s Motion To More Than Double Page Limits Should Be Denied. 
It is clear from Benworth’s original Petition to Vacate that Benworth seeks permission to 
file 60 pages to oppose the Confirmation Motion and to cross-move to vacate so that it can pursue 
a full-blown appeal of the arbitrator’s findings of fact and legal determinations, which is 
prohibited by the FAA.  Judicial review of the Final Award is exceedingly narrow, and this Court 
is not permitted to review findings of fact or overturn errors of law.  See Barnes v. Logan, 122 
F.3d 820, 821 (9th Cir. 1997) (“[J]udicial review of an arbitrator’s decision is both limited and 
highly deferential.”) (cleaned up); HayDay Farms, Inc. v. FeeDx Holdings, Inc., 55 F.4th 1232, 
Case 4:24-cv-03975-AMO     Document 49     Filed 08/29/24     Page 3 of 7

 
 
3 
OPPOSITION TO RESPONDENT’S ADMINISTRATIVE MOTION FOR ENLARGEMENT OF PAGE LIMITS 
AND EXTENSION OF TIME TO RESPOND TO MOTION TO CONFIRM 
CASE No. 3:24-CV-3975-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
1241 (9th Cir. 2022) (explaining that a court must accept an arbitrator’s findings of fact); Bosack 
v. Soward, 586 F.3d 1096, 1102 (9th Cir. 2009) (“Neither erroneous legal conclusions nor 
unsubstantiated factual findings justify federal court review of an arbitral award.”) (cleaned up).  
The limited judicial review permitted by the FAA is “designed to preserve due process but not to 
permit unnecessary public intrusion into private arbitration procedures.”  U.S. Life Ins. Co. v. 
Super. Nat’l Ins. Co., 591 F.3d 1167, 1173 (9th Cir. 2010) (cleaned up).   
Contrary to Benworth’s assertions (see Adm. Mot. at 2–3), the specific grounds on which 
Benworth purportedly seeks to vacate the Final Award do not require an extensive analysis of 
the factual record.  To prove that the arbitrator is “guilty of misconduct,” Benworth must show 
there was “sufficient good cause at the time the request was made” to postpone the Arbitration 
hearing.  (Id. at 2.)  To show that the Final Award is “completely irrational,” Benworth must 
prove that “the arbitration decision fails to draw its essence from the agreement.”  (Id. at 3.)  And 
to demonstrate that the Final Award violates public policy, Benworth must identify “an explicit, 
well-defined policy.”  (Id.)  It is precisely because these statutory grounds for vacatur do not 
require an extensive analysis of the factual record that proceedings to confirm or vacate an award 
are “summary” in nature.  Int’l Petroleum Prods. & Additive Co. v. Black Gold, S.A.R.L., 418 F. 
Supp. 3d 481, 487 (N.D. Cal. 2019).  Indeed, Benworth’s claim that it requires 60 pages to recount 
the “extensive record” and describe the “technical nature of the subject matter” (Adm. Mot. at 3) 
is further evidence that Benworth cannot satisfy these narrow grounds for vacatur under the 
Court’s limited review.  Moreover, Womply opposed Benworth’s 67-page Petition to Vacate in 
25 pages by limiting its arguments to the scope of review permitted by the FAA; there is no 
reason Benworth cannot do the same in opposing Womply’s Confirmation Motion. 
Allowing Benworth to file a 60-page opposition and cross-motion will not “save time for 
the parties and the Court.”  (Id. at 4.)  To the contrary, it will benefit only Benworth and increase 
work for Womply and this Court.  Benworth plainly wants an expansion of page limits (i) to 
absolve its violation of the page limits in its Petition to Vacate, (ii) so that it has to do little more 
than shave seven pages off of its 67-page Petition to Vacate and use it as its new opposition and 
Case 4:24-cv-03975-AMO     Document 49     Filed 08/29/24     Page 4 of 7

 
 
4 
OPPOSITION TO RESPONDENT’S ADMINISTRATIVE MOTION FOR ENLARGEMENT OF PAGE LIMITS 
AND EXTENSION OF TIME TO RESPOND TO MOTION TO CONFIRM 
CASE No. 3:24-CV-3975-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
cross-motion, and (iii) so that it can revise its Petition to Vacate to address specific arguments 
made in Womply’s August 26 Opposition.  But if this Court allows Benworth to file a 60-page 
opposition and cross-motion, Womply must reserve its right to seek a similar page-limit increase 
for its opposition to that cross-motion.  Womply’s Opposition currently is just 25 pages, but to 
the extent the Court grants Benworth’s request, Womply may need to expand it in order to fully 
address Benworth’s various criticisms of the arbitrator’s factual findings and legal conclusions 
(and any new arguments Benworth makes after seeing Womply’s August 26 Opposition).  This 
may result in over 120 pages of briefing, not including reply briefs.  And—like Benworth’s 
Petition to Vacate—most of this briefing will be focused on legal conclusions and factual findings 
in the Final Award that the Court is not permitted to review under the FAA.  In other words, 
Benworth seeks the type of expansive post-arbitration proceeding that the Supreme Court has 
expressly warned against: “[i]f parties could take full-bore legal and evidentiary appeals, 
arbitration would become merely a prelude to a more cumbersome and time-consuming judicial 
review process.”  Oxford Health Plans LLC v. Sutter, 569 U.S. 564, 568–69 (2013) (cleaned up). 
To the extent Benworth claims that its proposal will address the procedural complexity 
created by Benworth’s own decision to file its Petition to Vacate in a separate proceeding, that 
issue can be resolved by consolidating the cases, which Benworth acknowledges the parties have 
agreed to do.  (Adm. Mot. at 4.)  Accordingly, Womply is filing concurrently with this opposition 
a motion to consolidate under Federal Rule of Civil Procedure 42(a). 
II. 
Benworth’s Motion For Extension Of Time Should Be Denied. 
Benworth’s only basis for seeking more time is that its response to Womply’s 
Confirmation Motion is due on September 3, and it does not know whether it remains subject to 
the 25-page limit in the Civil Local Rules or if this Court will grant its unreasonable and belated 
request for an additional 35 pages.  Thus, Benworth has created the very uncertainty and time 
crunch that it now relies on to argue for an extension.   
There is no justification for Benworth putting itself in this position.  Benworth chose to 
file its Petition to Vacate in a separate action, and Benworth has known for weeks that its Petition 
Case 4:24-cv-03975-AMO     Document 49     Filed 08/29/24     Page 5 of 7

 
 
5 
OPPOSITION TO RESPONDENT’S ADMINISTRATIVE MOTION FOR ENLARGEMENT OF PAGE LIMITS 
AND EXTENSION OF TIME TO RESPOND TO MOTION TO CONFIRM 
CASE No. 3:24-CV-3975-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
to Vacate violates the applicable page limits.  Inexplicably, Benworth waited until August 26, 
2024—the last day that it could seek an extension of time under the Civil Local Rules—to ask 
this Court for an unreasonable expansion of the page limits and at least a 10-day extension.  We 
assume that Benworth has been preparing an opposition to the Confirmation Motion that 
complies with the 25-page limit in the event this Court denies its requested relief but, to the extent 
it has not, that does not justify an extension.  Benworth should not be rewarded for its own failure 
to seek relief from this Court promptly, its disregard of the Civil Local Rules, and its refusal to 
restrict its arguments in favor of vacatur to those that are permitted by the FAA. 
Womply does not make the decision to oppose Benworth’s request for an extension of 
time lightly.  But it comes after more than three years of litigation that has suffered from repeated 
delays and efforts by Respondent to avoid paying Womply the amounts it is due.  As this Court 
is aware, during the underlying arbitration, Benworth misrepresented to the arbitrator and 
Womply that it was holding the disputed funds “in trust” pending the outcome of the arbitration.  
(Confirmation Motion at 8.)  In fact, Benworth fraudulently transferred those funds to an 
affiliated company in Puerto Rico controlled by the spouse of Benworth’s principal, and Womply 
and the Federal Reserve Bank of San Francisco are suing Benworth and others in federal court 
in Puerto Rico to undo that transaction.  (Id.)  Benworth’s strategy in both proceedings is to cause 
delay, which only serves to prejudice Womply by increasing the risk that Womply will be unable 
to recover its award.  The fact that a hearing on Womply’s Motion to Confirm is not scheduled 
until January 2025 is irrelevant.2  Given the limited and highly deferential judicial review of 
arbitral awards permissible under the FAA, Womply respectfully submits that a hearing is 
unnecessary and this Court can and should resolve Womply’s Motion to Confirm and Benworth’s 
Petition to Vacate on the papers.   
 
 
 
 
2 Womply sought Benworth’s consent to refer this case to a magistrate judge who may be able to 
resolve it more quickly, but Benworth has not responded. 
Case 4:24-cv-03975-AMO     Document 49     Filed 08/29/24     Page 6 of 7

 
 
6 
OPPOSITION TO RESPONDENT’S ADMINISTRATIVE MOTION FOR ENLARGEMENT OF PAGE LIMITS 
AND EXTENSION OF TIME TO RESPOND TO MOTION TO CONFIRM 
CASE No. 3:24-CV-3975-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
Respectfully submitted, 
 
 
 
Dated: August 29, 2024 
WILLKIE FARR & GALLAGHER LLP 
 
By: /s/ Alexander L. Cheney 
 
Alexander L. Cheney 
Stuart R. Lombardi (pro hac vice) 
Joshua S. Levy (pro hac vice) 
 
Attorneys for Petitioner 
Oto Analytics, LLC
Case 4:24-cv-03975-AMO     Document 49     Filed 08/29/24     Page 7 of 7

File and source

File

gov.uscourts.cand.431982.49.0.pdf

Size

473,705 bytes

SHA-256

8c5c8f881b4d8d17db3947386ad46b414d64d54e89f066402219c363020249ad

Our copy

gov.uscourts.cand.431982.49.0.pdf

Original

PACER (login required)