Court filing

Docket 3:23-cv-01034 — Doc 182-19

Filed December 6, 2024 in Oto Benworth; one of 69 filings from this case.

Record facts

Court	U.S. District Court for the District of Puerto Rico
Filed	2024-12-06

U.S. District Court for the District of Puerto Rico · No. 3:23-cv-01034-GMM · Doc. 182-19 · 2024-12-06 · Docket on CourtListener

Full text

Case 3:23-cv-01034-GMM Document 182-19 Filed 12/06/24 Pagelof25

EXHIBIT 18
Case 3:23-cv-01034-GMM Document 182-19 Filed 12/06/24 Page 2of 25

IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF PUERTO RICO

OTO ANALYTICS, LLC,
Plaintiff,

Vv.

BENWORTH CAPITAL PARTNERS PR,
LLC; BENWORTH CAPITAL _
PARTNERS, LLC; BERNARDO Civil No. 23-01034 (GMM) cons.
NAVARRO and CLAUDIA NAVARRO, Civil No. 24-01313 (GMM)

Defendants.

FEDERAL RESERVE BANK OF SAN
FRANCISCO,

Plaintiff-Intervenor
Vv.

OTO ANALYTICS, LLC; BENWORTH
CAPITAL PARTNERS PR, LLC; et al.,

Defendants in Intervention.

FEDERAL RESERVE BANK OF SAN
FRANCISCO,

Consolidated Plaintiff,

Vv.

BENWORTH CAPITAL PARTNERS PR,
LLC, et al,

Consolidated Defendants.

BENWORTH CAPITAL PARTNERS PR LLC’S ANSWERS AND OBJECTIONS TO
OTO ANALYTICS, LLC’S FIRST SET OF REQUESTS FOR PRODUCTION

Pursuant to Fed.R.Civ.P. Rules 26 and 34, Benworth Capital Partners PR LLC (“Benworth
PR’), through the undersigned counsel, hereby submits its Answers and Objections to Plaintiff Oto

Analytics, LLC’s (“Womply”) First Set of Requests for Production, as follows:
Case 3:23-cv-01034-GMM Document 182-19 Filed 12/06/24 Page 3of 25

PRELIMINARY STATEMENT

Discovery and trial preparations in this matter have not been completed. Therefore, these
Answers and Objections are based only upon the information currently available to and
specifically known as of the date hereof. Benworth PR 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 PR has made reasonable efforts to
respond to the requests, to the extent they have not been objected to, as Benworth PR
understands and interprets the requests. If Womply subsequently asserts a meritorious
interpretation of the requests that differs from Benworth PR’s interpretation, Benworth PR

reserves the right to supplement these Answers and Objections.

GENERAL OBJECTIONS

Benworth PR incorporates the following objections into each of the specific numbered
responses below to avoid unnecessary redundancy.

Benworth PR 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 PR, or is not within Benworth PR’s knowledge, (e) seeks information not
in Benworth PR’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 PR, and (g)

purports to impose upon Benworth PR an obligation beyond what is required by the Federal
Case 3:23-cv-01034-GMM Document 182-19 Filed 12/06/24 Page 4of 25

Rules of Civil Procedure.

Specifically, Benworth PR 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 PR intends to and
does assert any and all such privileges with respect to all such information.

Benworth PR 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 PR 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 PR’s responses to each request are given without prejudice to Benworth PR’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.
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Benworth PR generally objects to the requests insofar as they raise questions of law
rather 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 PR states that these general objections are incorporated to all specific
objections set forth herein. To the extent that Benworth PR provides responses to the specific
requests, the stated objections are not waived by such responses pursuant to the Federal Rules of

Civil Procedure.
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RESPONSES AND OBJECTIONS TO SPECIFIC REQUESTS

The following specific and particularized responses are made subject to and without
waiving the foregoing objections:
Request No. 1

1. All statements for bank accounts owned or controlled by Benworth PR or for
which Benworth PR is a beneficiary or beneficial owner.
Response to Request No. 1:

Benworth PR 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 PR or for which
Benworth PR is a beneficiary or beneficial owner, which extends to information that is not
relevant to the specific claims or defenses object of this litigation, such as Benworth PR’s
mortgage lending business, and is thus outside the scope of discovery.

Without waiving any rights or objections, Benworth PR will produce bank statements
relevant to this action that are in its possession, custody, or control to the extent such bank

statements are reasonably accessible by Benworth PR.

Request No. 2

2. All financial and accounting records for Benworth PR, including without
limitation general ledgers, accounts receivable ledgers, and accounts payable ledgers.
Response to Request No. 2:

relevant to the specific claims or defenses object of this litigation, such as Benworth PR’s
Case 3:23-cv-01034-GMM Document 182-19 Filed 12/06/24 Page 7 of 25

mortgage lending business, and is thus outside the scope of discovery.
Without waiving any rights or objections, Benworth PR will produce bank statements
relevant to this action that are in its possession, custody, or control to the extent such bank

statements are reasonably accessible by Benworth PR.

Request No. 3

3. All financial statements for Benworth PR, including without limitation audited
financial statements, unaudited financial statements, annual financial statements, quarterly
financial statements, interim financial statements, and annual reports submitted to La Oficina
Comsionado de Instituciones Financieras, for the fiscal years 2021, 2022, and 2023.

Response to Request No. 3:

Benworth PR 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 reports
submitted to La Oficina Comsionado de Instituciones Financieras, and to the extent such reports
may contain protected, sensitive and confidential financial information. Benworth FL is willing
to meet and confer with the Reserve Bank to discuss alternatives to provide additional, relevant
financial data, if justified. Without waiving any rights or objections, Benworth PR will be

producing its audited financial statements for 2021 and 2022.

Request No. 4

4. All tax returns for Benworth PR, including without limitation all federal, state,
municipal, and territorial tax returns.
Response to Request No. 4:

Benworth PR objects to this request on the grounds that it is overly broad and unduly
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burdensome and not proportional to the needs of the case, to the extent it seeks copies of
Benworth PR’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 PR’s tax returns. Benworth PR 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 PR refers to its response to Request for Production

No. 3, supra.

Request No. 5

5. All Documents and Communications Concerning Puerto Rico taxes.
Response to Request No. 5:

Benworth PR objects to this request as duplicative. Please refer to the response to the
preceding Request No. 4. Benworth PR also objects to the request for “all” “Documents” and
“Communications” “Concerning” Puerto Rico taxes, 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 review 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 PR 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 PR is willing to meet and confer with Womply to narrow the scope of this request to
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specific search terms and categories of documents relevant to the claims and defenses in this

action.

Request No. 6

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:

Please refer to the response to the preceding Request No. 4, incorporated here by
reference. |Benworth PR also objects to the request for “all” “Documents” and
“Communications” “Concerning” between Benworth PR and the Puerto Rico Department of the
Treasury, 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 review 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 PR 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 PR 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 182-19 Filed 12/06/24 Page 10 of 25

Request No. 7

7. Documents sufficient to show Benworth PR’s assets and liabilities from 2021 to
the present.

Response to Request No. 7:

Benworth PR 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 PR’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. Without waiving any rights or objections, Benworth PR will produce its

financial statements in response to Request No. 3, supra.

Request No. 8

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 PR objects to the request for “all” “Documents” and “Communications” “Concerning”
Benworth PR’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
Case 3:23-cv-01034-GMM Document 182-19 Filed 12/06/24 Page 11 of 25

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 PR’s financial health,
inuring to undue effort and expense upon Benworth PR. 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 PR’s financial records
without limitation would impose an unnecessary burden in terms of both time and resources.
Benworth PR 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 PR 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. Without waiving any rights or objections, Benworth PR

will produce its financial statements in response to Request No. 3, supra.

Request No. 9

9. All Documents and Communications Concerning the drafting and negotiation of
the LSA.
Response to Request No. 9:

Benworth PR 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

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Benworth PR 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 PR
refers to its Answer to Womply’s Interrogatory No. 3 submitted to all parties on this same date
and informs that it is in the process of gathering responsive documentation which will be

supplemented, including copy of the LSA.

Request No. 10

10. All Documents and Communications Concerning the drafting and negotiation of

the ALSA.

Response to Request No. 10:

Benworth PR 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”

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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 PR. 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.

supplemented, including copy of the ALSA.

Request No. 11

11. All agreements by or between Benworth PR and Benworth FL, including without
limitation the LSA and ALSA.
Response to Request No. 11:

Without waiving any rights or objections, Benworth PR will produce copies of the LSA

and ALSA.

Request No. 12

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.

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Response to Request No. 12:

Benworth PR 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 PR. 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. For these reasons, Benworth PR objects this request but 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. 13

13. All Documents and Communications Concerning any payments or transfers You
received from Benworth FL, including without limitation the 2021 Transfer.
Response to Request No. 13:

Benworth PR objects to the request for “all” “Documents” and “Communications”

99 66

“Concerning” “any” payments made to Benworth FL on the grounds that it is overbroad, vague,

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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 PR. 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 PR 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 PR 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 PR will
produce a document identifying the transfers made to and from Benworth PR and Benworth FL

for the period requested.

Request No. 14

14. All Documents and Communications Concerning the Transfer Pricing Analysis.
Response to Request No. 14:

Benworth PR 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

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“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 PR. 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 PR 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 PR 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 PR will

be producing copy of the 2021, 2022 and 2023 Transfer Pricing Analysis.

Request No. 15

15. All Documents and Communications Concerning the services Benworth PR
provided or is providing for Benworth FL.
Response to Request No. 15:

Benworth PR objects to the request for “all” “Documents” and “Communications”
“Concerning” the services provided to Benworth FL by 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, including hundreds or

potentially thousands of “Communications” “Concerning” the services provided to Benworth FL

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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 PR. 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 PR 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 PR will
produce copy of the LSA, ALSA, and the 2021, 2022 and 2023 Transfer Pricing Analysis. If any

additional responsive, non-privileged documents are located they will be supplemented.

Request No. 16

16. — All Documents and Communications Concerning the Solicitation Process.
Response to Request No. 16:

Benworth PR 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
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 PR. 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.

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Benworth PR 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 PR has
not located any documents in its possession, custody or control responsive to this request, other
than the resulting LSA and/or the ALSA. If any non-privileged responsive documents are found
they will be supplemented.

Request No. 17

17. All Documents and Communications Concerning the BDO Business.
Response to Request No. 17:

Benworth PR 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 PR 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 PR has

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not located any documents in its possession, custody or control responsive to this request. If any

non-privileged responsive documents are found they will be supplemented.

Request No. 18

18. All Documents and Communications Concerning payments or distributions from
You to Mr. Navarro any B. Navarro Entity, or any C. Navarro Entity.

Response to Request No. 18:

Benworth PR 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 PR 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 PR. 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 PR further objects this request to the

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extent it requires disclosure of documents and communications protected by the attorney-client
privilege, accountant-client privilege or the attorney work-product doctrine.

Benworth PR 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 PR will
produce documents identifying the transfers made to and from Benworth PR and Mr. and Mrs.

Navarro for the period requested.

Request No. 19

19. — All Documents and Communications Concerning payments or distributions from
You to Mr. Navarro or Ms. Navarro.

Response to Request No. 19:

Benworth PR objects to the request as duplicative. Please refer to the answer and
objections raised to Request No. 18, supra. Benworth PR 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.

discovery to be both relevant and proportional. Benworth PR further objects this request to the

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extent it requires disclosure of documents and communications protected by the attorney-client
privilege, accountant-client privilege or the attorney work-product doctrine.

Benworth PR 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 PR will
produce a document identifying the transfers made to and from Benworth PR and Mr. and Mrs.

Navarro for the period requested.

Request No. 20

20. Documents sufficient to show all payments or distributions made to Your
employees and contractors.
Response to Request No. 20:

Benworth PR objects to the request of documents showing “all” payments or distributions
made to Benworth PR “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. 21

21. All contracts and agreements between You and Ms. Navarro, including without
limitation all employment agreements, consulting agreements, services agreements, ownership

agreements, and voting agreements.

20
Case 3:23-cv-01034-GMM Document 182-19 Filed 12/06/24 Page 22 of 25

Response to Request No. 21:

Benworth PR Operating Agreement.

Request No. 22

22. All contracts and agreements between You and any C. Navarro Entity.
Response to Request No. 22:

Benworth PR 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. 23

23. 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. 23:
Benworth PR objects to this request to the extent it seeks confidential documents

protected by the attorney-client privilege or the attorney work-product doctrine. Subject to and

21
Case 3:23-cv-01034-GMM Document 182-19 Filed 12/06/24 Page 23 of 25

without waiving any objections or rights, Benworth PR will be producing a copy of the

Benworth PR Operating Agreement.

Request No. 24

24. All contracts and agreements between You and any B. Navarro Entity.
Response to Request No. 24:

of any information pertaining to any other entities, besides Benworth FL and Benworth PR.

Request No. 25

25. All Documents and Communications concerning the formation of Benworth PR.
Response to Request No. 25:

Benworth PR objects to this request to the extent it seeks confidential documents
protected by the attorney-client privilege or the attorney work-product doctrine. Subject to and
without waiving any objections or rights, Benworth PR will be producing copy of the Benworth
PR Operating Agreement, its Certificate of Organization and its Certificate of Formation.
Benworth PR is in the process of identifying any additional responsive, non-privileged

documents in its possession relating to this request and will supplement its response accordingly.

22
Case 3:23-cv-01034-GMM Document 182-19 Filed 12/06/24 Page 24 of 25

Request No. 26

26. — All organizational documents for Benworth PR, including without limitation any
limited liability company agreements, shareholder agreements, corporate resolutions, member
resolutions, and written consents.

Response to Request No. 26:

25, supra, incorporated here by reference.

Request No. 27

27. | Documents sufficient to show Your corporate structure.
Response to Request No. 27:

Without waiving any rights or objections, Benworth PR will be producing the following
responsive 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. 28

28. 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. 28:

Please refer to Benworth PR’s responses to the referenced interrogatories and the

Production of Documents submitted with these responses.

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Case 3:23-cv-01034-GMM Document 182-19 Filed 12/06/24 Page 25 of 25

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.

CASELLAS ALCOVER & BURGOS PSC
PO Box 364924

San Juan, PR 00936-4924

Tel. (787) 756-1400

Fax. (787) 756-1401

/s/ Ricardo F. Casellas

USDC-PR Bar No. 203114
rcasellas@cabprlaw.com

/s/ Carla S. Loubriel Carrion
USDC-PR Bar No. 227509
cloubriel@cabprlaw.com

Counsel for Benworth Capital Partners PR, LLC and Claudia Navarro

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Docket 3:23-cv-01034 — Doc 182-19

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