Court filing
Exhibit 17 — Oto Analytics, LLC v. Benworth Capital Partners PR LLC (Dkt. 182.18)
No. 3:23-cv-01034-GMM · Doc. 182-18 · Docket on CourtListener
Summary
Exhibit 17, Document 182-18 in Oto Analytics, LLC v. Benworth Capital Partners PR LLC, Civil No. 23-01034 (GMM), consolidated with Civil No. 24-01313 (GMM), U.S. District Court for the District of Puerto Rico, filed December 6, 2024. It reproduces Benworth Capital Partners, LLC's answers and objections, served October 7, 2024 under Rules 26 and 34, to Oto Analytics' (Womply's) first request for production of documents. After general objections, Benworth states it will make available its 2021 bank statements for PPP servicing accounts and produce electronic statements for later years to the extent reasonably accessible. It objects to producing all financial records and tax returns, offers its audited financial statements for 2020, 2021 and 2022, and states it does not file Puerto Rico taxes. The responses end with Request No. 26 and a certificate of service by Ferraiuoli LLC counsel.
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Case 3:23-cv-01034-GMM Document 182-18 Filed 12/06/24 Page 1 of 23
EXHIBIT 1
Case 3:23-cv-01034-GMM Document 182-18 Filed 12/06/24 Page 2 of 23
IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF PUERTO RICO
OTO ANALYTICS, LLC,
Plaintiff,
v.
BENWORTH CAPITAL PARTNERS PR,
LLC; BENWORTH CAPITAL
Civil No. 23-01034 (GMM) cons.
PARTNERS, LLC; BERNARDO
NAVARRO and CLAUDIA NAVARRO, Civil No. 24-01313 (GMM)
Defendants.
FEDERAL RESERVE BANK OF SAN
FRANCISCO,
Plaintiff-Intervenor
v.
OTO ANALYTICS, LLC; BENWORTH
CAPITAL PARTNERS PR, LLC; et al.,
Defendants in Intervention.
FEDERAL RESERVE BANK OF SAN
FRANCISCO,
Consolidated Plaintiff,
v.
BENWORTH CAPITAL PARTNERS PR,
LLC, et al.,
Consolidated Defendants.
BENWORTH CAPITAL PARTNERS LLC’S ANSWERS AND OBJECTIONS TO OTO
ANALYTICS LLC’S FIRST REQUEST FOR PRODUCTION OF DOCUMENTS
FROM: Benworth Capital Partners, LLC
Through its attorneys:
Ferraiuoli LLC
Roberto A. Cámara-Fuertes
USDC-PR 219002
rcamara@ferraiuoli.com
Case 3:23-cv-01034-GMM Document 182-18 Filed 12/06/24 Page 3 of 23
Benworth FL’s Answers and Objections to Womply’s First Request for Production of Documents
Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al.
Civil No. 23-01034 (GMM) cons. Civil No. 24-01313 (GMM)
Page 2 of 22
Jaime A. Torrens-Dávila
USDC-PR 223810
jtorrens@ferraiuoli.com
Mónica Ramos-Benítez
USDC-PR 308405
mramos@ferraiuoli.com
TO: OTO ANALYTICS, LLC (“Womply”)
Through its attorneys:
Of Counsel:
Willkie Farr & Gallagher LLP
Alexander L. Cheney (admitted pro hac vice)
333 Bush Street
San Francisco, CA 94104
(415) 858-7400
acheney@willkie.com
Stuart R. Lombardi (admitted pro hac vice)
787 Seventh Avenue
New York, NY 10019
(212) 728-8882
slombardi@willkie.com
Joshua S. Levy (admitted pro hac vice)
1875 K Street, N.W.
Washington, D.C. 20006
(202) 303-1000
jlevy@willkie.com
Alejandro J. Cepeda Diaz
USDC-PR 222110
McConnell Valdés LLC
270 Muñoz Rivera Ave.
Hato Rey PR 00918
Tel: (787) 250-5637
Email: ajc@mcvpr.com
Pursuant to Rules 26 and 34 of the Federal Rules of Civil Procedure, Benworth Capital
Partners, LLC (hereinafter, “Benworth FL”) hereby furnishes, through its attorneys, its Answers
and Objections to Womply’s First Requests for Production of Documents (“Answers and
Case 3:23-cv-01034-GMM Document 182-18 Filed 12/06/24 Page 4 of 23
Benworth FL’s Answers and Objections to Womply’s First Request for Production of Documents
Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al.
Civil No. 23-01034 (GMM) cons. Civil No. 24-01313 (GMM)
Page 3 of 22
Objections”), as follows:
PRELIMINARY STATEMENT
These Answers and Objections are based only upon the information currently available to
and specifically known as of the date hereof. Benworth FL reserves the right to amend or
supplement these Answers and Objections at any time in light of future investigation, research, or
analysis, and also expressly reserves the right to rely on, at any time, including in any other
proceeding, subsequently discovered information, or information omitted from these Answers and
Objections as a result of mistake, error, or inadvertence. Benworth FL has made reasonable efforts
to respond to the requests, to the extent they have not been objected to, as Benworth FL
understands and interprets the requests. If Womply subsequently asserts a meritorious
interpretation of the requests that differs from Benworth FL’s interpretation, Benworth FL reserves
the right to supplement these Answers and Objections.
GENERAL OBJECTIONS
Benworth FL incorporates the following objections into each of its specific responses:
Benworth FL objects to each Requests insofar as it (a) seeks information that is subject to
legal privileges, (b) seeks information that is not relevant to the claims or defenses in this action
or is not reasonably calculated to lead to the discovery of admissible evidence, (c) is vague,
ambiguous, overbroad or unduly burdensome, (d) seeks information that is not reasonably
accessible to Benworth FL, or is not within Benworth FL’s knowledge, (e) seeks information not
in Benworth FL’s possession, custody, or control, (f) seeks information that is already known by
Womply, or is equally or more easily accessible to Womply than to Benworth FL, and (g) purports
to impose upon Benworth FL an obligation beyond what is required by the Federal Rules of Civil
Procedure.
Case 3:23-cv-01034-GMM Document 182-18 Filed 12/06/24 Page 5 of 23
Benworth FL’s Answers and Objections to Womply’s First Request for Production of Documents
Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al.
Civil No. 23-01034 (GMM) cons. Civil No. 24-01313 (GMM)
Page 4 of 22
Specifically, Benworth FL objects to the requests to the extent they expressly or impliedly
seek information protected from disclosure by the Attorney-Client Privilege, the Attorney Work-
Product Doctrine, the Common Interest Privilege, or any other applicable privileges, doctrines, or
immunities protecting information from disclosure. Nothing in these Answers and Objections is
intended as, nor shall in any way be deemed, a waiver of any of these privileges, doctrines, or
immunities. Information protected by these privileges, doctrines, or immunities is not subject to
disclosure, and will not be provided. Benworth FL intends to and does assert any and all such
privileges with respect to all such information.
Benworth FL objects to each definition, instruction, and request to the extent it seeks
information that is confidential or proprietary in nature, or requests detailed information
concerning impressions, opinions and/or statements of factual witnesses. To the extent any term
defined or used in the requests is used in responding to the requests, it is not accepted or conceded
that any such term or definition is appropriate, descriptive, or accurate.
Benworth FL objects to the requests to the extent that they require the search of archives,
backup files, or any information not readily accessible, including but not limited to any audio,
video, electronic recordings, telephone records, calendar entries, text messages or similar forms of
electronic messaging, which would be unduly burdensome and not proportional to the needs of
this case.
Benworth FL’s responses to each request are given without prejudice to Benworth FL’s
right to use or rely at any time, including trial, on subsequently discovered facts, information or
documents that may have been omitted from these responses by inadvertence, oversight or
otherwise.
Benworth FL generally objects to the requests insofar as they raise questions of law rather
Case 3:23-cv-01034-GMM Document 182-18 Filed 12/06/24 Page 6 of 23
Benworth FL’s Answers and Objections to Womply’s First Request for Production of Documents
Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al.
Civil No. 23-01034 (GMM) cons. Civil No. 24-01313 (GMM)
Page 5 of 22
than fact or are contention requests, normally reserved until the end of the discovery period. A
party may not be compelled to respond to such contention requests at the early stages of discovery
other than to state the party’s current knowledge.
These Answers and Objections should not be construed as: (a) an admission as to the
propriety of any request, (b) an agreement as to erroneous assumptions or incorrect factual
predicates contained in any request, (c) an acknowledgement that documents or other items
responsive to any request exist, (d) a waiver of the General Objections or the objections asserted
in response to specific requests, (e) an admission as to the relevance or admissibility into evidence
of any documents, item or information, (f) an admission, concession, or waiver as to the validity
of any claim or defense asserted in this litigation, or (g) an agreement that requests for similar
documents, items or information will be treated in a similar manner.
Benworth FL states that these general objections are incorporated to all specific objections
set forth herein. To the extent that Benworth FL provides responses to the specific requests, the
stated objections are not waived by such responses pursuant to the Federal Rules of Civil
Procedure.
ANSWERS AND OBJECTIONS TO REQUESTS
Request No. 1
All statements for bank accounts owned or controlled by Benworth FL or for which
Benworth FL is a beneficiary or beneficial owner.
Response to Request No. 1
Benworth FL objects to this request on the grounds that it is overly broad, to the extent it
seeks “all” bank statements for accounts owned or controlled by Benworth FL or for which
Benworth FL is a beneficiary or beneficial owner, which extends to information that is not relevant
Case 3:23-cv-01034-GMM Document 182-18 Filed 12/06/24 Page 7 of 23
Benworth FL’s Answers and Objections to Womply’s First Request for Production of Documents
Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al.
Civil No. 23-01034 (GMM) cons. Civil No. 24-01313 (GMM)
Page 6 of 22
to the specific claims or defenses object of this litigation, such as Benworth FL’s mortgage lending
business, and is thus outside the scope of discovery.
Without waiving any rights or objections, Benworth FL informs that it will be making
available for inspection bank statements of accounts owned by Benworth FL for the year 2021 and
which are related to the PPP servicing business and the transactions that are object of this litigation.
Benworth FL advances that, due to the amount of monthly activity, Benworth FL only received
physical copies of the bank statements for its PPP servicing accounts during 2021, which contain
thousands of pages of statements. Benworth FL is in the process of identifying such documentation
and will promptly make such documents available to Womply for inspection. For the years 2022,
2023, and 2024, Benworth FL will produce electronic versions of the bank statements in its
possession, custody, or control to the extent such bank statements are reasonably accessible by
Benworth FL.
Request No. 2
All financial and accounting records for Benworth FL, including without limitation general
ledgers, accounts receivable ledgers, and accounts payable ledgers.
Response to Request No. 2
Benworth FL objects to the request for “all” financial and accounting records for Benworth
FL on the grounds that it is overbroad, unduly burdensome, and not proportional to the needs of
the case, as it fails to specify the scope or particular category of financial documents reasonably
related to the claims and defenses in this matter. The request, as drafted, demands the production
of an unbounded universe of financial information, much of which is irrelevant, confidential, and
unrelated to any issue at hand. Such a broad request exceeds what is allowed by Rule 26(b)(1) of
the Federal Rules of Civil Procedure, which requires discovery to be both relevant and
Case 3:23-cv-01034-GMM Document 182-18 Filed 12/06/24 Page 8 of 23
Benworth FL’s Answers and Objections to Womply’s First Request for Production of Documents
Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al.
Civil No. 23-01034 (GMM) cons. Civil No. 24-01313 (GMM)
Page 7 of 22
proportional. Moreover, producing the entirety of the Benworth FL’s financial records without
limitation would impose an unnecessary burden in terms of both time and resources. Benworth FL
is willing to meet and confer with Womply to narrow the scope of this request to specific categories
of documents relevant to the claims and defenses in this action.
Request No. 3
All financial statements for Benworth FL, including without limitation audited financial
statements, unaudited financial statements, annual financial statements, quarterly financial
statements, and interim financial statements for the fiscal years 2021, 2022, and 2023.
Response to Request No. 3
Without waiving any rights or objections, Benworth FL informs that it will be producing
its audited financial statements for 2020, 2021 and 2022.
Request No. 4
All tax returns for Benworth FL, including without limitation all federal, state, municipal,
and territorial tax returns.
Response to Request No. 4
Benworth FL objects to this request on the grounds that it is overly broad and unduly
burdensome and not proportional to the needs of the case, to the extent it seeks copies of Benworth
FL’s tax returns which contain protected, sensitive and confidential financial information. There
are less intrusive means to obtain relevant financial information that do not involve the disclosure
of Benworth FL’s tax returns. Benworth FL is willing to meet and confer with Womply to discuss
alternatives to provide relevant financial data, if justified. Without waiving any rights or
objections, Benworth FL informs that it will be producing its audited financial statements for 2020,
2021 and 2022.
Case 3:23-cv-01034-GMM Document 182-18 Filed 12/06/24 Page 9 of 23
Benworth FL’s Answers and Objections to Womply’s First Request for Production of Documents
Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al.
Civil No. 23-01034 (GMM) cons. Civil No. 24-01313 (GMM)
Page 8 of 22
Request No. 5
All Documents and Communications Concerning Puerto Rico taxes.
Response to Request No. 5
Without waiving any rights or objections, Benworth FL informs that it does not file Puerto
Rico taxes and thus has no documents that are responsive to this request.
Request No. 6
All Documents and Communications exchanged between You and the Puerto Rico
Department of the Treasury, including without limitation forms SC 6045 and SC 6047.
Response to Request No. 6
Without waiving any rights or objections, Benworth FL informs that it does not file Puerto
Rico taxes and thus has no documents that are responsive to this request.
Request No. 7
Documents sufficient to show Benworth FL’s assets and liabilities from 2021 to the
present.
Response to Request No. 7
Benworth FL objects to this request on the grounds that it is overbroad, vague, unduly
burdensome, and not proportional to the needs of the case, as it fails to specify the scope or
particular category of documents reasonably related to the claims and defenses in this matter. The
request, as drafted, demands the production of an unbounded universe of information, much of
which is irrelevant, confidential, and unrelated to any issue at hand. Such a broad request exceeds
what is allowed by Rule 26(b)(1) of the Federal Rules of Civil Procedure, which requires discovery
to be both relevant and proportional. Moreover, producing the entirety of the Benworth FL’s
financial records without limitation would impose an unnecessary burden in terms of both time
Case 3:23-cv-01034-GMM Document 182-18 Filed 12/06/24 Page 10 of 23
Benworth FL’s Answers and Objections to Womply’s First Request for Production of Documents
Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al.
Civil No. 23-01034 (GMM) cons. Civil No. 24-01313 (GMM)
Page 9 of 22
and resources. Benworth FL is willing to meet and confer with Womply to narrow the scope of
this request to specific categories of documents relevant to the claims and defenses in this action.
Notwithstanding, and without waiving any rights or objections, Benworth FL informs that
it will be producing its audited financial statements for 2020, 2021 and 2022.
Request No. 8
All Documents and Communications from January 1, 2021, to the present Concerning
Your solvency or Your ability to satisfy debts.
Response to Request No. 8
Benworth FL objects to the request for “all” “Documents” and “Communications”
“Concerning” Benworth FL’s solvency or its ability to satisfy debts, on the grounds that it is
overbroad, vague, unduly burdensome, and not proportional to the needs of the case, as it fails to
specify the scope or particular category of documents and communications reasonably related to
the claims and defenses in this matter. Womply’s definition of both “Communications” and
“Concerning” is extremely broad, and therefore would require extensive compilation and review
of hundreds or potentially thousands of “Communications” “Concerning” Benworth FL’s financial
health, inuring to undue effort and expense upon Benworth FL. The request, as drafted, demands
the production of an unbounded universe of information, much of which is irrelevant, confidential,
and unrelated to any issue at hand. Such a broad request exceeds what is allowed by Rule 26(b)(1)
of the Federal Rules of Civil Procedure, which requires discovery to be both relevant and
proportional. Moreover, producing the entirety of the Benworth FL’s financial records without
limitation would impose an unnecessary burden in terms of both time and resources. Benworth FL
further objects this request to the extent it requires disclosure of documents and communications
protected by the attorney-client privilege, accountant-client privilege or the attorney work-product
Case 3:23-cv-01034-GMM Document 182-18 Filed 12/06/24 Page 11 of 23
Benworth FL’s Answers and Objections to Womply’s First Request for Production of Documents
Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al.
Civil No. 23-01034 (GMM) cons. Civil No. 24-01313 (GMM)
Page 10 of 22
doctrine.
Benworth FL is willing to meet and confer with Womply to narrow the scope of this request
to specific search terms and categories of documents relevant to the claims and defenses in this
action.
Request No. 9
All Documents and Communications Concerning the drafting and negotiation of the LSA.
Response to Request No. 9
Benworth FL objects to the request for “all” “Documents” and “Communications”
“Concerning” the drafting and negotiation of the LSA, on the grounds that it is overbroad, vague,
unduly burdensome, and not proportional to the needs of the case, as it fails to specify the scope
or particular category of documents and communications reasonably related to the claims and
defenses in this matter. Womply’s definition of both “Communications” and “Concerning” is
extremely broad, and therefore would require extensive compilation and review of an unbounded
universe of information, much of which is irrelevant, confidential, and/or unrelated to any issue at
hand, inuring to undue effort and expense upon Benworth FL. Such a broad request exceeds what
is allowed by Rule 26(b)(1) of the Federal Rules of Civil Procedure, which requires discovery to
be both relevant and proportional.
Benworth FL is willing to meet and confer with Womply to narrow the scope of this request
to specific search terms and categories of documents relevant to the claims and defenses in this
action. Notwithstanding, and without waiving any rights or objections, Benworth FL refers to its
Answer to Womply’s Interrogatory No. 3 submitted on this same date and informs that it will be
producing a copy of the LSA.
Case 3:23-cv-01034-GMM Document 182-18 Filed 12/06/24 Page 12 of 23
Benworth FL’s Answers and Objections to Womply’s First Request for Production of Documents
Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al.
Civil No. 23-01034 (GMM) cons. Civil No. 24-01313 (GMM)
Page 11 of 22
Request No. 10
All Documents and Communications Concerning the drafting and negotiation of the
ALSA.
Response to Request No. 10
Benworth FL objects to the request for “all” “Documents” and “Communications”
“Concerning” the drafting and negotiation of the ALSA, on the grounds that it is overbroad, vague,
unduly burdensome, and not proportional to the needs of the case, as it fails to specify the scope
or particular category of documents and communications reasonably related to the claims and
defenses in this matter. Womply’s definition of both “Communications” and “Concerning” is
extremely broad, and therefore would require extensive compilation and review of an unbounded
universe of information, much of which is irrelevant, confidential, and/or unrelated to any issue at
hand, inuring to undue effort and expense upon Benworth FL. Such a broad request exceeds what
is allowed by Rule 26(b)(1) of the Federal Rules of Civil Procedure, which requires discovery to
be both relevant and proportional.
Benworth FL is willing to meet and confer with Womply to narrow the scope of this request
to specific search terms and categories of documents relevant to the claims and defenses in this
action. Notwithstanding, and without waiving any rights or objections, Benworth FL refers to its
Answer to Womply’s Interrogatory No. 3 submitted on this same date and informs that it will be
producing a copy of the ALSA.
Request No. 11
All agreements by or between Benworth PR and Benworth FL, including without limitation
the LSA and ALSA.
Case 3:23-cv-01034-GMM Document 182-18 Filed 12/06/24 Page 13 of 23
Benworth FL’s Answers and Objections to Womply’s First Request for Production of Documents
Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al.
Civil No. 23-01034 (GMM) cons. Civil No. 24-01313 (GMM)
Page 12 of 22
Response to Request No. 11
Without waiving any rights or objections, Benworth FL informs that it will be producing
copies of the LSA and ALSA .
Request No. 12
All Communications with the SBA or any other government agency Concerning Benworth
PR, the LSA, the ALSA, or the services Benworth PR performed or is performing for Benworth
FL.
Response to Request No. 12
Benworth FL objects the request for “all” “Communications” with the SBA or “any other”
government agency “Concerning” Benworth PR, the LSA, the ALSA or the services performed
by Benworth PR for Benworth FL, on the grounds that is overly broad, unduly burdensome,
oppressive and not proportional to the needs of the case, as it fails to specify the scope or particular
category of communications reasonably related to the claims and defenses in this matter.
Womply’s definition of both “Communications” and “Concerning” is extremely broad, and
therefore would require extensive compilation and review of hundreds or potentially thousands of
“Communications” with the SBA or “any other” government agency “Concerning” Benworth PR,
the LSA, the ALSA or the services performed by Benworth PR for Benworth FL, inuring to undue
effort and expense upon Benworth FL. The request, as drafted, demands the production of an
unbounded universe of information, much of which is irrelevant, confidential, and unrelated to any
issue at hand. Such a broad request exceeds what is allowed by Rule 26(b)(1) of the Federal Rules
of Civil Procedure, which requires discovery to be both relevant and proportional. Benworth FL
is willing to meet and confer with Womply to narrow the scope of this request to specific search
terms and categories of documents relevant to the claims and defenses in this action.
Case 3:23-cv-01034-GMM Document 182-18 Filed 12/06/24 Page 14 of 23
Benworth FL’s Answers and Objections to Womply’s First Request for Production of Documents
Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al.
Civil No. 23-01034 (GMM) cons. Civil No. 24-01313 (GMM)
Page 13 of 22
Request No. 13
All Documents and Communications Concerning any payments or transfers You made to
Benworth PR, including without limitation the 2021 Transfer.
Response to Request No. 13
Benworth FL objects to the request for “all” “Documents” and “Communications”
“Concerning” “any” payments made to Benworth PR on the grounds that it is overbroad, vague,
unduly burdensome, and not proportional to the needs of the case, as it fails to specify the scope
or particular category of documents and communications reasonably related to the claims and
defenses in this matter. Moreover, Womply’s definition of both “Communications” and
“Concerning” is extremely broad, and therefore would require extensive compilation and review
of an unbounded universe of information, much of which is irrelevant, confidential, and/or
unrelated to any issue at hand, inuring to undue effort and expense upon Benworth FL. Such a
broad request exceeds what is allowed by Rule 26(b)(1) of the Federal Rules of Civil Procedure,
which requires discovery to be both relevant and proportional. Benworth FL further objects to this
request to the extent it requires disclosure of documents and communications protected by the
attorney-client privilege, accountant-client privilege or the attorney work-product doctrine.
Benworth FL is willing to meet and confer with Womply to narrow the scope of this request
to specific search terms and categories of documents relevant to the claims and defenses in this
action. Notwithstanding, and without waiving any rights or objections, Benworth FL informs that
it will be producing a table detailing all transfers made by and between Benworth FL and Benworth
PR from 2021 to present.
Request No. 14
All Documents and Communications Concerning the Transfer Pricing Analysis.
Case 3:23-cv-01034-GMM Document 182-18 Filed 12/06/24 Page 15 of 23
Benworth FL’s Answers and Objections to Womply’s First Request for Production of Documents
Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al.
Civil No. 23-01034 (GMM) cons. Civil No. 24-01313 (GMM)
Page 14 of 22
Response to Request No. 14
Benworth FL objects to the request for “all” “Documents” and “Communications”
“Concerning” the Transfer Pricing Analysis on the grounds that it is overbroad, vague, unduly
burdensome, and not proportional to the needs of the case, as it fails to specify the scope or
particular category of documents and communications reasonably related to the claims and
defenses in this matter. Moreover, Womply’s definition of both “Communications” and
“Concerning” is extremely broad, and therefore would require extensive compilation and review
of an unbounded universe of information, much of which is irrelevant, confidential, and/or
unrelated to any issue at hand, inuring to undue effort and expense upon Benworth FL. Such a
broad request exceeds what is allowed by Rule 26(b)(1) of the Federal Rules of Civil Procedure,
which requires discovery to be both relevant and proportional. Benworth FL further objects this
request to the extent it requires disclosure of documents and communications protected by the
attorney-client privilege, accountant-client privilege or the attorney work-product doctrine.
Benworth FL is willing to meet and confer with Womply to narrow the scope of this request
to specific search terms and categories of documents relevant to the claims and defenses in this
action. Notwithstanding, and without waiving any rights or objections, Benworth FL informs that
it will be producing the 2021, 2022 and 2023 Transfer Pricing Analysis.
Request No. 15
All Documents and Communications Concerning the services Benworth PR provided or is
providing to Benworth FL.
Response to Request No. 15
Benworth FL objects to the request for “all” “Documents” and “Communications”
“Concerning” the services provided to it by Benworth PR on the grounds that it is overbroad,
Case 3:23-cv-01034-GMM Document 182-18 Filed 12/06/24 Page 16 of 23
Benworth FL’s Answers and Objections to Womply’s First Request for Production of Documents
Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al.
Civil No. 23-01034 (GMM) cons. Civil No. 24-01313 (GMM)
Page 15 of 22
vague, unduly burdensome, and not proportional to the needs of the case, as it fails to specify the
scope or particular category of documents and communications reasonably related to the claims
and defenses in this matter. Moreover, Womply’s definition of both “Communications” and
“Concerning” is extremely broad, and therefore would require extensive compilation and review
of an unbounded universe of information, including hundreds or potentially thousands of
“Communications” “Concerning” the services provided to it by Benworth PR, much of which is
irrelevant, confidential, and/or unrelated to any issue at hand, inuring to undue effort and expense
upon Benworth FL. Such a broad request exceeds what is allowed by Rule 26(b)(1) of the Federal
Rules of Civil Procedure, which requires discovery to be both relevant and proportional.
Benworth FL is willing to meet and confer with Womply to narrow the scope of this request
to specific search terms and categories of documents relevant to the claims and defenses in this
action. Notwithstanding, and without waiving any rights or objections, Benworth FL informs that
it will be producing copies of the LSA, ALSA and the 2021, 2022 and 2023 Transfer Pricing
Analysis.
Request No. 16
All Documents and Communications Concerning the Solicitation Process.
Response to Request No. 16
Benworth FL objects to the request for “all” “Documents” and “Communications”
“Concerning” the Solicitation Process on the grounds that it is overbroad, vague, unduly
burdensome, and not proportional to the needs of the case, as it fails to specify the scope or
particular category of documents and communications reasonably related to the claims and
defenses in this matter. Moreover, Womply’s definition of both “Communications” and
“Concerning” is extremely broad, and therefore would require extensive compilation and review
Case 3:23-cv-01034-GMM Document 182-18 Filed 12/06/24 Page 17 of 23
Benworth FL’s Answers and Objections to Womply’s First Request for Production of Documents
Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al.
Civil No. 23-01034 (GMM) cons. Civil No. 24-01313 (GMM)
Page 16 of 22
of an unbounded universe of information, much of which is irrelevant, confidential, and/or
unrelated to any issue at hand, inuring to undue effort and expense upon Benworth FL. Such a
broad request exceeds what is allowed by Rule 26(b)(1) of the Federal Rules of Civil Procedure,
which requires discovery to be both relevant and proportional.
Benworth FL is willing to meet and confer with Womply to narrow the scope of this request
to specific search terms and categories of documents relevant to the claims and defenses in this
action. Notwithstanding, and without waiving any rights or objections, Benworth FL refers to its
Answer to Womply’s Interrogatory No. 4 submitted on this same date and informs that it will be
producing copies of the four (4) proposals submitted to it.
Request No. 17
All Documents and Communications Concerning the BDO Business.
Response to Request No. 17
Benworth FL objects to the request for “all” “Documents” and “Communications”
“Concerning” the BDO Business on the grounds that it is overbroad, vague, unduly burdensome,
and not proportional to the needs of the case, as it fails to specify the scope or particular category
of documents and communications reasonably related to the claims and defenses in this matter.
Moreover, Womply’s definition of both “Communications” and “Concerning” is extremely broad,
and therefore would require extensive compilation and review of an unbounded universe of
information, much of which is irrelevant, confidential, and/or unrelated to any issue at hand,
inuring to undue effort and expense upon Benworth FL. Such a broad request exceeds what is
allowed by Rule 26(b)(1) of the Federal Rules of Civil Procedure, which requires discovery to be
both relevant and proportional.
Benworth FL is willing to meet and confer with Womply to narrow the scope of this request
Case 3:23-cv-01034-GMM Document 182-18 Filed 12/06/24 Page 18 of 23
Benworth FL’s Answers and Objections to Womply’s First Request for Production of Documents
Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al.
Civil No. 23-01034 (GMM) cons. Civil No. 24-01313 (GMM)
Page 17 of 22
to specific search terms and categories of documents relevant to the claims and defenses in this
action. Notwithstanding, and without waiving any rights or objections, Benworth FL informs that
it will be producing a copy of the proposal submitted to it by H&Co., which is a BDO company.
Request No. 18
All Documents and Communications Concerning payments or distributions from You to
Mr. Navarro, Ms. Navarro, any B. Navarro Entity, or any C. Navarro Entity, including without
limitation the Dividend Payments.
Response to Request No. 18
Benworth FL objects to the request for “all” “Documents” and “Communications”
“Concerning” payments or distributions to Mr. Navarro or Mrs. Navarro, on the grounds that it is
overbroad, vague, unduly burdensome, and not proportional to the needs of the case, as it fails to
specify the scope or particular category of documents and communications reasonably related to
the claims and defenses in this matter. Benworth FL also objects the request as it relates to “any
B. Navarro Entity” and “any C. Navarro Entity” on those same grounds, as it seeks documents and
information related to third persons or entities who are not parties to this litigation and that are
thus irrelevant to the matters in controversy. Such a request is speculative in nature and amounts
to an improper fishing expedition, seeking information that has no bearing on the claims or
defenses at issue in this case. Womply has not established the need or relevance of any information
pertaining to any other entities, besides Benworth FL and Benworth PR.
Moreover, Womply’s definition of both “Communications” and “Concerning” is extremely
broad, and therefore would require extensive compilation and review of an unbounded universe of
information, much of which is irrelevant, confidential, and/or unrelated to any issue at hand,
inuring to undue effort and expense upon Benworth FL. Such a broad request exceeds what is
Case 3:23-cv-01034-GMM Document 182-18 Filed 12/06/24 Page 19 of 23
Benworth FL’s Answers and Objections to Womply’s First Request for Production of Documents
Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al.
Civil No. 23-01034 (GMM) cons. Civil No. 24-01313 (GMM)
Page 18 of 22
allowed by Rule 26(b)(1) of the Federal Rules of Civil Procedure, which requires discovery to be
both relevant and proportional. Benworth FL further objects this request to the extent it requires
disclosure of documents and communications protected by the attorney-client privilege,
accountant-client privilege or the attorney work-product doctrine.
Benworth FL is willing to meet and confer with Womply to narrow the scope of this request
to specific search terms and categories of documents relevant to the claims and defenses in this
action. Notwithstanding, and without waiving any rights or objections, Benworth FL informs that
it will be producing a table showing all payments made by Benworth FL to Mr. Navarro from
2021-present.
Request No. 19
Documents sufficient to show all payments or distributions made to Your employees and
contractors.
Response to Request No. 19
Benworth FL objects to the request of documents showing “all” payments or distributions
made to Benworth FL “employees and contractors” on the grounds that it is overly broad and
unduly vague, to the extent it seeks to obtain documents concerning persons and entities who are
not parties to this litigation that are thus irrelevant and outside the scope of discovery, and it fails
to limit with reasonable particularity the nature and scope of the request made. Womply has not
established the need or relevance of any information pertaining to any other persons or entities,
besides those who are party to this litigation.
Request No. 20
All contracts and agreements between You and Ms. Navarro, including without limitation
all employment agreements, consulting agreements, services agreements, ownership agreements,
Case 3:23-cv-01034-GMM Document 182-18 Filed 12/06/24 Page 20 of 23
Benworth FL’s Answers and Objections to Womply’s First Request for Production of Documents
Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al.
Civil No. 23-01034 (GMM) cons. Civil No. 24-01313 (GMM)
Page 19 of 22
and voting agreement.
Response to Request No. 20
Without waiving any rights or objections, Benworth FL informs that there are no
documents in its possession, custody or control that are responsive to this request. Should any
responsive documents be found by Benworth FL, they will be supplemented.
Request No. 21
All contracts and agreements between You and any C. Navarro Entity.
Response to Request No. 21
Benworth FL objects to this request on the grounds that it is overly broad and unduly
burdensome as it seeks documents related to third persons or entities who are not parties to this
litigation and that are thus irrelevant to the matters in controversy. The request is speculative in
nature and amounts to an improper fishing expedition, seeking information that has no bearing on
the claims or defenses at issue in this case. Womply has not established the need or relevance of
any information pertaining to any other entities, besides Benworth FL and Benworth PR.
Request No. 22
All contracts and agreements between You and Mr. Navarro, including without limitation
all employment agreements, consulting agreements, services agreements, ownership agreements,
and voting agreements.
Response to Request No. 22
Without waiving any rights or objections, Benworth FL informs that there are no
documents in its possession, custody or control that are responsive to this request. Should any
responsive documents be found by Benworth FL, they will be supplemented.
Case 3:23-cv-01034-GMM Document 182-18 Filed 12/06/24 Page 21 of 23
Benworth FL’s Answers and Objections to Womply’s First Request for Production of Documents
Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al.
Civil No. 23-01034 (GMM) cons. Civil No. 24-01313 (GMM)
Page 20 of 22
Request No. 23
All contracts and agreements between You and any B. Navarro Entity.
Response to Request No. 23
Benworth FL objects to this request on the grounds that it is overly broad and unduly
burdensome as it seeks documents related to third persons or entities who are not parties to this
litigation and that are thus irrelevant to the matters in controversy. The request is speculative in
nature and amounts to an improper fishing expedition, seeking information that has no bearing on
the claims or defenses at issue in this case. Womply has not established the need or relevance of
any information pertaining to any other entities, besides Benworth FL and Benworth PR.
Request No. 24
All organizational documents for Benworth FL, including without limitation any limited
liability company agreements, shareholder agreements, corporate resolutions, member resolutions,
and written consents.
Response to Request No. 24
Benworth FL objects to this request on the grounds that it seeks information and documents
that are not reasonably related to the claims and defenses in this matter and are thus irrelevant to
the matters in controversy. Notwithstanding, without waiving any rights or defenses, Benworth FL
informs that it has not identified any documents in its possession, custody or control that are
responsive to this request. Should any responsive documents be found by Benworth FL, they will
be supplemented.
Request No. 25
Documents sufficient to show Your corporate structure.
Case 3:23-cv-01034-GMM Document 182-18 Filed 12/06/24 Page 22 of 23
Benworth FL’s Answers and Objections to Womply’s First Request for Production of Documents
Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al.
Civil No. 23-01034 (GMM) cons. Civil No. 24-01313 (GMM)
Page 21 of 22
Response to Request No. 25
Without waiving any rights or objections, Benworth FL informs that it will be producing
the following documents: (i) the 2021 Transfer Pricing Analysis, with the clarification that the
Exhibit 2 therein should indicate Mr. Navarro as Benworth FL’s President & CEO, not Benworth
PR’s; (ii) the 2022 Transfer Pricing Analysis; and (iii) the 2023 Transfer Pricing Analysis.
Request No. 26
All Documents identified, directly or indirectly, in Your answers to Womply’s First Set of
Interrogatories to You, dated July 19, 2024.
Response to Request No. 26
Without waiving any rights or objections, Benworth FL refers to its responses to Womply’s
First Set of Interrogatories.
[CERTIFICATION OF COUNSEL ON THE FOLLOWING PAGE]
Case 3:23-cv-01034-GMM Document 182-18 Filed 12/06/24 Page 23 of 23
Benworth FL’s Answers and Objections to Womply’s First Request for Production of Documents
Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al.
Civil No. 23-01034 (GMM) cons. Civil No. 24-01313 (GMM)
Page 22 of 22
CERTIFICATE OF SERVICE: We hereby certify that on this same date we served copy
of the foregoing responses to discovery requests to all parties’ counsel appearing in this case, via
electronic mail at their electronic address of record.
In San Juan, Puerto Rico, on this 7th day of October 2024.
PO Box 195168
San Juan, PR 00919-5168
Tel.: 787.766.7000
Fax: 787.766.7001
s/ Roberto A. Cámara-Fuertes
Roberto A. Cámara-Fuertes
USDC-PR 219002
rcamara@ferraiuoli.com
s/ Jaime A. Torrens-Dávila
Jaime A. Torrens-Dávila
USDC-PR 223810
jtorrens@ferraiuoli.com
s/ Mónica Ramos Benítez
Mónica Ramos-Benítez
USDC-PR 308405
mramos@ferraiuoli.com
Counsel for Benworth Capital Partners, LLC and Bernardo Navarro
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