Womply’s Consolidated Opposition to Motions to Dismiss — OTO Analytics v. Benworth (D.E. 47) (N.D. Cal. No. 3:24-cv-03975)

Record facts

U.S. District Court for the District of Puerto Rico · No. 3:23-cv-01034-GMM · Doc. 47 · 2023-04-24 · Docket on CourtListener

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IN THE UNITED STATES DISTRICT COURT 
FOR THE DISTRICT OF PUERTO RICO 
 
OTO ANALYTICS, LLC, 
 
Plaintiff, 
 
v. 
 
BENWORTH CAPITAL PARTNERS PR 
LLC, BENWORTH CAPITAL PARTNERS 
LLC, BERNARDO NAVARRO and 
CLAUDIA NAVARRO, 
 
Defendants. 
§ 
§ 
§ 
§ 
§ 
§ 
§ 
§ 
§ 
§ 
§ 
 
 
Civil Action No. 23-01034 
 
 
 
 
  
 
PLAINTIFF WOMPLY’S CONSOLIDATED MEMORANDUM OF LAW IN 
OPPOSITION TO BENWORTH CAPITAL PARTNERS PR LLC’S AND BENWORTH 
CAPITAL PARTNERS LLC’S MOTIONS TO DISMISS 
 
Alexander L. Cheney (admitted pro hac vice) 
Willkie Farr & Gallagher LLP 
One Front Street  
San Francisco, CA 94111 
(415) 858-7400 
acheney@willkie.com 
 
Stuart R. Lombardi (admitted pro hac vice) 
Willkie Farr & Gallagher LLP 
787 7th Avenue 
New York, NY 10019 
(212) 728-8000 
slombardi@willkie.com 
 
Joshua S. Levy (admitted pro hac vice) 
Willkie Farr & Gallagher LLP 
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 
 
 
 
April 24, 2023 
Attorneys for Plaintiff Oto Analytics, LLC  
 
 
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TABLE OF CONTENTS 
TABLE OF AUTHORITIES .......................................................................................................... ii 
PRELIMINARY STATEMENT .....................................................................................................1 
BACKGROUND .............................................................................................................................4 
A. 
Benworth FL Fraudulently Transfers 
 To 
Benworth PR 
 
....................................................................................................................4 
B. 
Womply Commences This Proceeding To Obtain Prejudgment 
Attachment And Other Equitable Relief. .................................................................6 
ARGUMENT ...................................................................................................................................7 
I. 
THIS COURT HAS SUBJECT-MATTER JURISDICTION OVER THIS 
ACTION. .............................................................................................................................7 
A. 
This Action Involves An Actual Controversy That Is Ripe For 
Adjudication. ............................................................................................................8 
B. 
Womply Has Standing To Seek Prejudgment Equitable Relief. ...........................12 
II. 
WOMPLY CONSENTS TO STAY THIS ACTION PENDING A DECISION ON 
THE MERITS IN THE ARBITRATION. .........................................................................13 
CONCLUSION ..............................................................................................................................14 
 
 
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ii 
TABLE OF AUTHORITIES 
 
Page(s) 
Cases 
Ashcroft v. Iqbal, 
556 U.S. 662 (2009) .............................................................................................................3, 11 
Bell Atl. Corp. v. Twombly, 
550 U.S. 544 (2007) ...................................................................................................................7 
Citibank v. ACBI, 
200 P.R. Sent. 724 (2018) ..........................................................................................................9 
De Jesus Díaz v. Carrero, 
112 P.R. Dec. 631 (1982).........................................................................................................11 
F.D. Rich Co. v. Super. Ct.,  
99 P.R. 155 (1970)  ....................................................................................................................2 
Foisie v. Worcester Polytechnic Inst., 
967 F.3d 27 (1st Cir. 2020) .............................................................................................. passim 
Goya Foods, Inc. v. Wallack Mgmt. Co., 
290 F.3d 63 (1st Cir. 2002) ........................................................................................................2 
HMG Prop. Invs., Inc. v. Parque Indus. Rio Canas, Inc., 
847 F.2d 908 (1st Cir. 1988) ......................................................................................................2 
Lincoln House, Inc. v. Dupre, 
903 F.2d 845 (1st Cir. 1990) ....................................................................................................10 
Nieto-Vincenty v. Valledor, 
22 F. Supp. 3d 153 (D.P.R. 2014) ............................................................................................10 
Reddy v. Foster, 
845 F.3d 493 (1st Cir. 2017) ......................................................................................................8 
Reyes de Leon v. Coconut Prop., LLC, 
546 F. Supp. 3d 116 (D.P.R. 2021) ............................................................................................4 
Roca-Buigas v. LM Waste Servs. Corp., 
2021 WL 4496467 (D.P.R. 2021) ..............................................................................................8 
Santa Cruz v. Banco Santander P.R., 
2008 WL 5192347 (D.P.R. Dec. 10, 2008) .............................................................................13 
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Soto v. McHugh, 
158 F. Supp. 3d 34 (D.P.R. 2016) ..............................................................................................7 
Spokeo, Inc. v. Robins, 
136 S. Ct. 1540 (2016) .............................................................................................................12 
Sucesión Almazán v. López, 
20 P.R. Dec. 537 (1914)...........................................................................................................10 
In re Tyoc Int’l, Ltd., 
2003 WL 23112341 (D.N.H. Dec. 29, 2003)...........................................................................11 
Statutes and Rules 
9 U.S.C. § 3 ....................................................................................................................................13 
28 U.S.C. § 471 ..............................................................................................................................14 
Fed. R. Civ. P. 12(b)(1)..........................................................................................................4, 7, 11 
Fed. R. Civ. P. 64 .........................................................................................................................3, 8 
JAMS R. 24(a) ...............................................................................................................................14 
 
 
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Plaintiff Oto Analytics, LLC (f/k/a Oto Analytics, Inc. d/b/a Womply) (“Womply”) 
respectfully submits this consolidated memorandum of law in opposition to Defendant Benworth 
Capital Partners PR LLC’s (“Benworth PR”) Motion To Dismiss Or Stay Proceedings Pending 
The Outcome Of Arbitration (“Motion” or “Mot.”; ECF No. 34) and Defendant Benworth Capital 
Partners LLC’s (“Benworth FL”; together with Benworth PR, “Benworth”; and collectively with 
Defendants Bernardo Navarro and Claudia Navarro (the “Navarros”), “Defendants”) Motion For 
Joinder To Benworth PR’s Motion (“Joinder Mot.”; ECF No. 35; together with the Motion, 
“Motions to Dismiss”). 
PRELIMINARY STATEMENT 
This case arises from Defendants’ fraudulent scheme to prevent Womply from collecting 
nearly $200 million in fees and interest that Benworth FL is contractually obligated to pay 
Womply.  Defendant Benworth FL is a Florida-based lender that made loans under the federal 
government’s Paycheck Protection Program (“PPP”), and Womply is  a technology company that 
provided PPP loan referral and technology services to PPP lenders.  In 2021, Benworth FL 
contracted to use Womply’s services, which allowed Benworth FL to efficiently process and 
manage a large volume of PPP loans.  Using Womply’s services, Benworth FL funded more than 
300,000 Womply-referred PPP loans totaling more than $4 billion, for which it received more than 
$680 million in processing fees from the federal government.  However, Benworth FL failed to 
pay Womply more than $153 million in fees due under their agreements. 
In August 2021, Womply initiated a JAMS arbitration against Benworth FL (the 
“Arbitration”) seeking those outstanding fees and contractual interest.  At the outset of the 
Arbitration, Benworth FL represented to Womply and the arbitrator that it was holding Womply’s 
fees “in trust” pending the resolution of the dispute.  That was a lie.  Womply learned through 
discovery in the Arbitration that Benworth FL had already transferred 
 to 
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Defendant Benworth PR in a sham transaction, 
 
.  Benworth FL is wholly owned and controlled by Defendant Bernardo Navarro (“Mr. 
Navarro”), and Benworth PR is wholly owned by both Mr. Navarro and his wife, Defendant 
Claudia Navarro (“Ms. Navarro”).  The Navarros orchestrated the sham transaction to interfere 
with Womply’s efforts to collect the fees it earned and to keep those fees for the benefit of the 
Navarro family.  With permission from the arbitrator, Womply filed this action seeking equitable 
relief to, among other things, unwind Benworth FL’s fraudulent transfer of funds to Benworth PR 
and attach Defendants’ assets.  Benworth moves to dismiss based on three meritless arguments. 
First, Benworth argues that, because the Arbitration is “ongoing,” Womply is not yet owed 
a debt, and therefore its claims for fraudulent transfer and declaratory relief “lack ripeness.”  (Mot. 
at 2; Joinder Mot. at 4.)  In other words, Benworth argues that Defendants are free to play a shell 
game with the funds at issue in the Arbitration and transfer them to any Navarro-controlled entity, 
, and there is nothing Womply or this Court can do about it 
until the arbitrator issues an award.  That is not the law.  Under Benworth’s own First Circuit 
precedent, where, as here, “[t]he plaintiff’s underlying civil claims are actively being litigated” 
and the defendant “fraudulently concealed millions of dollars” that “rendered [it] insolvent,” “the 
plaintiff’s fraudulent conveyance claims” are “ripe for adjudication.”  Foisie v. Worcester 
Polytechnic Inst., 967 F.3d 27, 35–36 (1st Cir. 2020). 
Moreover, both federal and Puerto Rico law permit prejudgment attachment to prevent 
unscrupulous litigants from moving assets to undermine “the effectiveness of the judgment which 
in due time may be rendered.”  Goya Foods, Inc. v. Wallack Mgmt. Co., 290 F.3d 63, 71 (1st Cir. 
2002) (emphasis added) (quoting HMG Prop. Invs., Inc. v. Parque Indus. Rio Canas, Inc., 847 
F.2d 908, 913–14 (1st Cir. 1988) (quoting F.D. Rich Co. v. Super. Ct., 99 P.R. 155, 173 (1970))); 
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see also Fed. R. Civ. P. 64.  Under Benworth’s unfounded theory of justiciability, no party would 
ever be able to seek prejudgment attachment because the underlying litigation or arbitration is 
“ongoing.”  In other words, according to Benworth, there is no such thing as prejudgment 
attachment.  Benworth’s theory is inconsistent with the remedies afforded by both federal and 
Puerto Rico law and should therefore be rejected. 
Second, Benworth argues that Womply has not suffered a concrete “injury to establish 
standing to bring the fraudulent transfers or the claim for declaratory judgment” because Womply 
has not yet received “an arbitration award in its favor.”  (Mot. at 2; Joinder Mot. at 5.)  But Womply 
alleges in detail that Defendants have deprived Womply of nearly $200 million, and Benworth 
admits that Womply’s allegations must be “accepted as true.”  (Mot. at 3 (quoting Ashcroft v. 
Iqbal, 556 U.S. 662, 663 (2009)).)  Therefore, Womply has “plausibly alleged a concrete economic 
injury” and “easily satisfies” the requirements “of Article III standing.”  Foisie, 967 F.3d at 35. 
Finally, Benworth “requests a stay” of this action “until an award issues in the Arbitration.”  
(Mot. at 3; Joinder Mot. at 5.)  Womply agreed that the parties should jointly seek to stay this 
action pending a decision on the merits of the arbitration hearing; the fact hearing in the Arbitration 
was held on March 20–28, 2023, and closing arguments are scheduled for June 15, 2023.  
Defendants rejected Womply’s proposal without explanation.  Because the parties agree that this 
action should be stayed, at least until the arbitrator issues a decision on the merits, this Court should 
exercise its discretion to enter such a stay. 
Accordingly, this Court should deny the Motions to Dismiss in their entirety. 
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BACKGROUND1 
A. 
Benworth FL Fraudulently Transfers 
 
 
 
 To 
Benworth PR 
. 
Womply was founded in 2011 as a technology company that provided services to small 
businesses.  (Complaint dated Jan. 24, 2023 (“Complaint” or “Compl.”; ECF No. 1) ¶ 63.)  In 
2020, during the height of the COVID-19 pandemic, Congress created the PPP to help small 
businesses obtain low-interest and potentially forgivable private loans to fund expenses such as 
payroll costs.  (Id. ¶¶ 3, 36.)  In 2021, Womply referred PPP loan applicants to PPP lenders and 
provided those lenders with technology services that allowed the lenders to efficiently process and 
manage a large volume of small-dollar PPP loans made to the smallest businesses.  (Id. ¶¶ 5, 74–
82.) 
Benworth FL is a Florida mortgage lender owned and controlled by Mr. Navarro.  (Id. ¶¶ 6, 
84.)  In April 2020, Benworth FL obtained authorization to make PPP loans.  (Id. ¶¶ 6, 88.)  In 
2020, Benworth FL processed and funded approximately 700 PPP loans using a largely manual 
process.  (Id. ¶¶ 6, 89.) 
In 2021, Benworth FL contracted to use Womply’s PPP loan referral services and 
technology services.  (Id. ¶¶ 7, 91–94.)  Using Womply’s services, Benworth FL funded 305,790 
Womply-referred PPP loans with a principal amount of more than $4 billion.  (Id. ¶¶ 2, 124.)  As 
a result, Benworth FL received more than $680 million in processing fees from the federal 
government, a government guarantee on the loans so it held no credit risk if a borrower defaulted, 
and 1% interest on the loans.  (Id.)  For the use of Womply’s services, Benworth FL agreed to pay 
                                                 
1 On a motion to dismiss pursuant to Federal Rule of Civil Procedure 12(b)(1), “the pleadings are 
to be taken as true,” and “the Court is not restricted to the face of the pleadings but may consider 
extra-pleading materials . . . .”  Reyes de Leon v. Coconut Prop., LLC, 546 F. Supp. 3d 116, 121 
(D.P.R. 2021) (cleaned up; collecting cases).  All references to “Ex.” refer to exhibits to the 
accompanying declaration of Alexander L. Cheney (“Cheney Decl.”). 
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Womply certain fees for each Womply-referred loan that Benworth FL funded.  (Id. ¶¶ 101, 108–
21.)  However, after Benworth FL received its fees from the federal government, Benworth FL 
reneged on its agreement to pay Womply.  (Id. ¶¶ 2, 19, 125.)   
In August 2021, Womply commenced the Arbitration to recover more than $153 million 
in fees due under its agreements with Benworth FL, more than $44 million in finance charges that 
have accrued on those unpaid fees under those agreements, plus its costs of collection.  (Id. ¶¶ 2, 
157–58.)  In its October 2021 responsive pleading, Benworth FL represented that it was holding 
“any disputed fees in trust until its dispute with Womply . . . is resolved.”  (Id. ¶¶ 2, 159, 164.)  
That representation was false when it was made.  (Id.)  Instead, Defendants had already 
orchestrated a fraudulent transfer of those fees to Benworth PR in Puerto Rico.  (Id. ¶¶ 9–10.) 
In June 2021—at about the same time Benworth FL was refusing to pay Womply’s fees—
the Navarros formed Benworth PR under the laws of Puerto Rico.  (Id. ¶¶ 10, 170.)  
 
  (Id. ¶¶ 24–
25, 200.)  Mr. Navarro owns 100% of Benworth FL.  (Id. ¶¶ 23–24, 84.)  Shortly after Benworth 
PR was formed, 
 
 
.  (Id. ¶¶ 2, 
165, 180–204.)  
Despite Defendants’ efforts to conceal this transaction, Womply learned about the 
fraudulent transfer through discovery in the Arbitration.  (Id. ¶¶ 2, 9, 12, 166.)  Womply promptly 
made a motion seeking the arbitrator’s permission to disclose information about the transaction 
(which information was covered by the arbitrator’s protective order) to a court of competent 
jurisdiction in order to obtain equitable and/or injunctive relief in connection with the fraudulent 
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transfer.  (Id. ¶¶ 14, 210.)  After extensive briefing, the arbitrator issued an order on January 17, 
2023, finding that 
 
  (Id. ¶¶ 14, 211–12.)  
The arbitrator also found that 
 
 
 
  (Id.)  The 
Arbitrator held that “[p]ursuant to the relevant agreements between the parties, either party may 
seek equitable or injunctive relief concerning issues relevant to this Arbitration in a court of law,” 
which “allow[s] Womply to seek equitable or injunctive relief in a court of competent jurisdiction 
 
  (Id. ¶¶ 29, 214.)  Accordingly, the arbitrator granted Womply’s motion, finding that an 
“extensive record has been developed 
 
 and that, “[a]t the very least, that record raises a triable issue 
regarding whether 
 
 
  (Id. ¶¶ 15, 211, 213.) 
B. 
Womply Commences This Proceeding To Obtain Prejudgment Attachment 
And Other Equitable Relief. 
On January 24, 2023, Womply filed this action bringing fraudulent transfer and declaratory 
judgment claims seeking, among other things, rescission of the fraudulent transfer of funds from 
Benworth FL to Benworth PR, attachment of Defendants’ assets, and  additional declaratory relief.  
(Id. ¶¶ 215–56.) 
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On March 27, 2023, Benworth PR moved to dismiss or stay proceedings pending the 
outcome of the Arbitration.  (ECF No. 34.)  On March 29, 2023, Benworth FL moved to join 
Benworth PR’s Motion.  (ECF No. 35.)  On April 4–5, 2023, counsel for Womply contacted both 
Puerto Rico and Florida counsel for Defendants by email and telephone to propose that “(1) all 
parties agree to stay the litigation pending an interim decision by the Arbitrator in the ongoing 
Arbitration (i.e., a decision on the merits of the arbitration hearing, not a final determination of 
attorneys’ fees and costs), (2) defendants withdraw their motions to dismiss without prejudice, and 
(3) counsel accept service for [Bernardo] and Claudia Navarro, which will avoid them having 
process servers serve them personally.”  (Ex. 1.)  After delaying for over a week, Defendants’ 
counsel responded that “Benworth, Benworth PR, and Mr. and Mrs. Navarro do not agree to any 
of the three parts of your proposal.”  (Id.)   
ARGUMENT 
I. 
THIS COURT HAS SUBJECT-MATTER JURISDICTION OVER THIS ACTION. 
Benworth seeks to dismiss Womply’s fraudulent transfer and declaratory judgment claims 
on ripeness and standing grounds under the “umbrella” of Rule 12(b)(1) because the Arbitration 
is “ongoing.”  (Mot. at 2–3 (cleaned up); see also Joinder Mot. at 4–5.)  On a Rule 12(b)(1) motion 
to dismiss for lack of subject-matter jurisdiction, “the court must take all of plaintiff’s allegations 
as true and must view them, along with all reasonable inferences therefrom, in the light most 
favorable to plaintiff.”  Soto v. McHugh, 158 F. Supp. 3d 34, 46 (D.P.R. 2016) (cleaned up).  “[T]he 
standard applied to a 12(b)(1) motion is similar to the standard applied to a 12(b)(6) motion, 
namely,” that “a complaint must contain sufficient factual matter ‘to state a claim to relief that is 
plausible on its face.’”  Id. at 45–46 (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007)) 
(cleaned up).   
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Benworth’s arguments have no merit.  In fact, Benworth does not cite a single case in which 
a court has dismissed a claim for fraudulent transfer or declaratory judgment because the existence 
of a debt is disputed and the subject of ongoing litigation or arbitration.   
A. 
This Action Involves An Actual Controversy That Is Ripe For Adjudication. 
“[A] case is ripe within the meaning of Article III” where there is “a substantial 
controversy, between parties having adverse legal interests, of sufficient immediacy and reality to 
warrant the issuance of the judicial relief sought.”  Foisie, 967 F.3d at 35 (quoting Reddy v. Foster, 
845 F.3d 493, 500 (1st Cir. 2017)).  To determine ripeness, courts look to “whether there is a 
sufficiently live case or controversy, at the time of the proceedings, to create jurisdiction in the 
federal court,” and “the harm to the parties seeking relief that would come to those parties from 
[the Court] withholding [] decision at this time.”  Reddy, 845 F.3d at 501 (cleaned up).  These 
requirements are easily satisfied here. 
Womply alleges that Benworth FL fraudulently transferred 
 
.  
(Compl. ¶¶ 2, 10, 14–15, 165–204, 212–14.)  In this action, Womply seeks, among other relief, 
attachment of Defendants’ assets, rescission of the fraudulent transfer, and declaratory relief.  (Id. 
¶ 256.)  Under Benworth’s own authority (see Mot. at 6 n.3), Womply’s “fraudulent conveyance 
claims” that “are predicated on [its] underlying civil suit” are “ripe for adjudication.”  Foisie, 967 
F.3d at 36.  “The parties legal interests are unquestionably adverse,” the “underlying civil claims 
are actively being litigated,” and if Womply “successfully prosecutes [its] fraudulent conveyance 
claims, various remedies could be crafted to redress [its] injury regardless of whether [its] civil 
claims have been reduced to judgment by that time.”  Id. (emphasis added).  Indeed, both federal 
and Puerto Rico law contemplate the remedy of prejudgment attachment.  See Fed. R. Civ. P. 
64(b) (permitting prejudgment attachment); Roca-Buigas v. LM Waste Servs. Corp., 2021 WL 
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4496467, at *2 (D.P.R. 2021) (Domínguez, J.) (granting “prejudgment attachment”) (citing 
Citibank v. ACBI, 200 P.R. Sent. 724, 733 (2018)). 
Contrary to Benworth’s assertions, Womply’s claims do not “ripen only after—and if—
Womply obtains an arbitration award against Benworth FL.”  (Mot. at 2; see also id. at 5; Joinder 
Mot. at 4.)  Under First Circuit precedent, fraudulent transfer claims are ripe while “underlying 
civil claims are actively being litigated.”  Foisie, 967 F.3d at 36.  Prejudgment attachment would 
serve no purpose if claims seeking such relief were not ripe until a final determination, which 
would deprive litigants of any remedy should a party move or hide assets, like Defendants did 
here. 
The First Circuit’s decision in Foisie is instructive.  There, Mr. Foisie “allegedly concealed 
millions of dollars in assets in order to shortchange his wife in the divorce settlement,” by 
transferring those assets to Worcester Polytechnic Institute (“WPI”).  Id. at 32–33.  Ms. Foisie 
filed “a rash of litigation,” including a “fraudulent transfer action” against WPI, which WPI argued 
was “unripe” because it was “predicated on her underlying civil suit” against Mr. Foisie.  Id. at 
34–36 & n.1.  The First Circuit held that Ms. Foisie’s claims against WPI were “ripe for 
adjudication,” even though her “underlying civil claims are actively being litigated,” because “she 
has plausibly alleged a concrete economic injury—that [Mr. Foisie] fraudulently concealed 
millions of dollars that were part and parcel of the marital estate, triggering his liability to her for 
various tort and contract claims; that he gratuitously transferred the concealed assets to WPI;” and 
that “WPI’s alleged receipt of the transferred assets deprived the plaintiff of those assets and 
rendered [Mr. Foisie] insolvent.”  Id. at 35–36 (citations omitted).  Womply likewise suffered a 
“concrete economic injury” when Benworth FL 
 to 
“shortchange” Womply in the Arbitration 
. 
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Benworth’s reliance on Lincoln House, Inc. v. Dupre, 903 F.2d 845 (1st Cir. 1990), is 
misplaced.  There, the plaintiff brought “a federal RICO action as a vehicle for attaching” property 
in dispute in state court.  Id. at 848.  The state court had “ample power to effect protective 
attachments” but twice denied petitions for attachment.  Id.  To avoid “plac[ing] the federal court 
in unseemly competition with the state court,” the First Circuit declined to exercise jurisdiction.  
Id.  Here, by contrast, the arbitrator determined that he lacked authority to issue equitable or 
injunctive relief, particularly against Benworth PR, which is not a party to the arbitration 
agreement, and “allow[ed] Womply to seek equitable or injunctive relief in a court of competent 
jurisdiction.”  (Compl. ¶¶ 29, 214.)  Thus, unlike in Lincoln House, this action is Womply’s only 
way to remedy Defendants’ efforts to frustrate the Arbitration by moving assets. 
Benworth raises three additional, meritless arguments.  First, Benworth ignores choice-of-
law principles and assumes that “Puerto Rico law” governs Womply’s claims, which, according 
to Benworth, requires that Womply be a “true debtor.”  (Mot. at 4–5; Joinder Mot. at 4.)  But this 
is a diversity action by a Delaware limited liability company (Womply) against a Florida limited 
liability company (Benworth FL), a Puerto Rico limited liability company (Benworth PR), and 
two Puerto Rico residents (the Navarros) related to an Arbitration in California and arising out of 
contracts governed by California law.  (Compl. ¶¶ 21–25, 27, 157.)  At the appropriate stage, this 
Court will need to apply Puerto Rico’s “most significant contacts” test to determine which 
jurisdiction’s substantive law governs Womply’s claims.  See Nieto-Vincenty v. Valledor, 22 F. 
Supp. 3d 153, 161 (D.P.R. 2014) (“In a diversity case, the Court applies the choice-of-law rules of 
the forum state.”) (cleaned up; collecting cases).  At this stage, however, Benworth raises only 
federal constitutional issues about the justiciability of Womply’s claims, which are governed by 
federal law.  Foisie, 967 F.3d at 35.  In any event, Benworth’s own authority (see Mot. at 4–5) 
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recognizes that, for a fraudulent transfer claim, “[i]t is not necessary for the plaintiff to be a creditor 
with his credit recognized by judgment before starting the rescission lawsuit.”  Sucesión Almazán 
v. López, 20 P.R. Dec. 537, 1914 WL 5079, at *3 (1914); see also De Jesus Díaz v. Carrero, 112 
P.R. Dec. 631, 12 P.R. Offic. Trans. 786, 801–02 (1982) (reversing dismissal of fraudulent transfer 
claims).2   
Second, Benworth falsely asserts that this Court cannot adjudicate Womply’s claims 
because they relate to the contract dispute in the Arbitration, so “the FAA [Federal Arbitration 
Act] and the parties’ arbitration agreement forbid” this Court from making “a parallel ruling on 
the merits of the claims at issue in the Arbitration.”  (Mot. at 6; see also Joinder Mot. at 4.)  Not 
so.  As the arbitrator in the Arbitration already found, the arbitration agreement between Womply 
and Benworth FL (to which Benworth PR is not a party) expressly allows the parties to assert claim 
for “injunctive or other equitable relief” in court, which is all Womply is seeking in this action.  
(Compl. ¶¶ 27, 29.)  
Third, Benworth argues that Womply “must adequately allege that [Benworth FL] is a true 
debtor of the plaintiff.”  (Mot. at 5.)  Womply has alleged in detail that “Benworth FL owes 
Womply a debt of more than $153 million in fees due under the Agreements, plus more than $44 
million in interest that continues to accrue.”  (Compl. ¶¶ 216, 231; see also id. ¶¶ 125–39.)  
Benworth may dispute those allegations, but the Complaint must be “accepted as true” on a 
Rule 12(b)(1) motion, as Benworth concedes.  (Mot. at 3 (quoting Ashcroft v. Iqbal, 556 U.S. 662, 
663 (2009)).)  The fact that the underlying debt will be addressed in the Arbitration does not 
foreclose this Court from adjudicating Womply’s claims for equitable relief.  See In re Tyoc Int’l, 
Ltd., 2003 WL 23112341, at *3 (D.N.H. Dec. 29, 2003) (compelling certain claims to arbitration 
                                                 
2 Official or certified translations of these cases are appended as Exhibits 2 and 3, respectively. 
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and denying stay for non-arbitrable claims despite “evidentiary overlap”).  Benworth admits that 
this Court has the power to adjudicate the “non-arbitrable claims” in this action, which is why it 
seeks a stay instead of dismissal under the FAA.  (Mot. at 8–9 (collecting cases); see also infra 
Section III.) 
B. 
Womply Has Standing To Seek Prejudgment Equitable Relief. 
Article III standing requires that “a plaintiff ‘must have (1) suffered an injury in fact, 
(2) that is fairly traceable to the challenged conduct of the defendant, and (3) that is likely to be 
redressed by a favorable judicial decision.’”  Foisie, 967 F.3d at 35 (quoting Spokeo, Inc. v. Robins, 
136 S. Ct. 1540, 1547 (2016)).  “To establish an injury in fact, a plaintiff must demonstrate that 
‘she suffered an invasion of a legally protected interest that is concrete and particularized and 
actual or imminent, not conjectural or hypothetical.’”  Id. (quoting Spokeo, 136 S. Ct. at 1548) 
(cleaned up).  “The constitutional standing and ripeness inquiries are interrelated and often 
duplicative.”  Id. (collecting cases).   
Womply “easily satisfies the three elements of Article III standing.”  Id.  First, Womply 
alleges that, because Defendants fraudulently transferred 
 from Benworth 
FL to Benworth PR, 
, Womply has been deprived of nearly 
$200 million it is owed by Benworth FL.  (Compl. ¶¶ 2, 19, 216–18, 231–233.)  Womply has thus 
“plausibly alleged a concrete economic injury” from Defendants “fraudulently conceal[ing] 
millions of dollars.”  Foisie, 967 F.3d at 35–36.  Benworth argues that Womply’s injury is 
“hypothetical” because “it is contingent on the outcome of a pending Arbitration.”  (Mot. at 7–8 
(cleaned up); see also Joinder Mot. at 3, 5.)  But, as discussed above, Womply alleges in detail 
that Benworth FL owes Womply a debt, which Benworth admits must be accepted as true.  
(See supra Section I.A.) 
Case 3:23-cv-01034-GMM   Document 47   Filed 04/24/23   Page 16 of 20

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Second, Womply alleges that the Navarros negotiated a sham transaction in the summer of 
2021 pursuant to which Benworth FL 
 
.  (Compl. ¶¶ 2, 10, 165; see also id. ¶¶ 166–
84.)  Thus, Womply’s “injury is fairly traceable to [Defendants’] role in the transfers,” which 
“deprived the plaintiff of those assets.”  Foisie, 967 F.3d at 36. 
Third, Womply seeks, among other things, rescission of the fraudulent transfer and 
attachment of Defendants’ assets (Compl. ¶ 256) to “redress [its] alleged injury” from 
“transfer[ing] the concealed assets.”  Foisie, 967 F.3d at 36. 
II. 
WOMPLY CONSENTS TO STAY THIS ACTION PENDING A DECISION ON 
THE MERITS IN THE ARBITRATION. 
Benworth does not dispute that Womply is entitled to seek injunctive and other equitable 
relief in this Court under the operative agreements.  Instead, Benworth claims that a stay is 
mandatory under Section 3 of the FAA, 9 U.S.C. § 3, because Womply’s claims are “contingent 
on the outcome of the Arbitration.”  (Mot. at 8; see also id. at 9–10; Joinder Mot. at 5.)  As an 
initial matter, if this Court has the power to stay this action, as Benworth argues, then this Court 
has subject-matter jurisdiction over this action, contrary to Benworth’s assertions in the Motions 
to Dismiss.   
In any event, Womply’s claims are not contingent.  As discussed above, Womply 
adequately alleges that Benworth FL owes Womply nearly $200 million, 
 
.  (See supra Section I.A.)  Nor is a stay 
mandatory.  Benworth admits that “the district court has ‘discretion to stay litigation of the 
remaining non-arbitrable claims pending the outcome of the arbitration proceeding.’” (Mot. at 8 
(emphasis added) (quoting Santa Cruz v. Banco Santander P.R., 2008 WL 5192347, at *2 (D.P.R. 
Case 3:23-cv-01034-GMM   Document 47   Filed 04/24/23   Page 17 of 20

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Dec. 10, 2008)); see also Joinder Mot. at 5.)  Therefore, Benworth is wrong that it is entitled to a 
stay as a matter of right. 
Nevertheless, Womply consents to a short stay in the interest of efficiency and judicial 
economy.  Closing arguments in the Arbitration are scheduled for June 15, 2023 (Cheney Decl. ¶ 
3), and Womply anticipates that the arbitrator will issue a decision on the merits shortly thereafter.  
See JAMS R. 24(a) (requiring that “[t]he Arbitrator shall render a Final Award or a Partial Final 
Award within thirty (30) calendar days after the date of the close of the Hearing”).  If the arbitrator 
issues a decision on the merits in Womply’s favor, it may be a Partial Final Award or an interim 
award, because the arbitrator will then have to resolve Womply’s claim for costs of collecting the 
outstanding fees, including attorneys’ fees.  Womply consents to a stay of this action pending the 
arbitrator’s decision on the merits of the arbitration hearing—whether it is a Final Award, Partial 
Final Award, or interim award—and it does not consent to further delay this action while the 
arbitrator resolves Womply’s claim for its costs of collecting outstanding fees.  Womply also 
reserves the right to seek to lift the stay if circumstances change or based on new information.3 
CONCLUSION 
For the foregoing reasons, Womply respectfully requests that this Court (i) deny 
Defendants’ Motions to Dismiss in their entirety; and (ii) stay this action pending an interim 
decision by the Arbitrator in the ongoing Arbitration (i.e., a decision on the merits of the claims 
tried at the arbitration hearing, not a final determination of attorneys’ fees and costs). 
 
                                                 
3 This Court should deny Benworth FL’s footnoted request to “administratively dismiss this case” 
(Joinder Mot. at 4 n.2), which is not supported by its citation to a statute requiring “each United 
States district court” to implement “a civil justice expense and delay reduction plan.”  28 U.S.C. 
§ 471. 
Case 3:23-cv-01034-GMM   Document 47   Filed 04/24/23   Page 18 of 20

- 15 - 
 
Dated: April 24, 2023 
 
 
Of Counsel: 
 
Willkie Farr & Gallagher LLP 
 
By: /s/ Alexander L. Cheney 
 
Alexander L. Cheney (admitted pro hac vice) 
One Front Street  
San Francisco, CA 94111 
(415) 858-7400 
acheney@willkie.com 
 
Stuart R. Lombardi (admitted pro hac vice) 
Willkie Farr & Gallagher LLP 
787 7th Avenue 
New York, NY 10019 
(212) 728-8000 
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 
 
 
 
 
 
 
 
Respectfully submitted, 
 
By: /s/ Alejandro J. Cepeda Diaz 
   
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 
 
 
 
Attorneys for Plaintiff Oto Analytics, LLC  
 
 
 
 
 
Case 3:23-cv-01034-GMM   Document 47   Filed 04/24/23   Page 19 of 20

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CERTIFICATE OF SERVICE 
The undersigned certifies that on April 24, 2023, the foregoing document was filed with 
the Clerk of the Court using CM/ECF, which sent notices to all parties receiving notifications 
through the CM/ECF system. 
Dated: April 24, 2023  
 
 
 
By: /s/ Alejandro J. Cepeda Diaz 
Attorney for Plaintiff Oto Analytics, LLC 
 
 
 
Case 3:23-cv-01034-GMM   Document 47   Filed 04/24/23   Page 20 of 20

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