Court filing
Benworth PR Answer and Affirmative Defenses — OTO Analytics v. Benworth
Filed August 19, 2024 in Oto Analytics v. Benworth; one of 111 filings from this case.
Record facts
| Court | U.S. District Court for the District of Puerto Rico |
|---|---|
| Filed | 2024-08-19 |
U.S. District Court for the District of Puerto Rico · No. 3:23-cv-01034-GMM · Doc. 149 · 2024-08-19 · Docket on CourtListener
Full text
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 No. 23-01034 (GMM) FEDERAL RESERVE BANK OF SAN FRANCISCO, Plaintiff-Intervenor, v. OTO ANALYTICS, LLC; BENWORTH CAPITAL PARTNERS PR, LLC; BENWORTH CAPITAL PARTNERS, LLC; BERNARDO NAVARRO and CLAUDIA NAVARRO, Defendants in Intervention. BENWORTH CAPITAL PARTNERS PR, LLC’S ANSWER AND AFFIRMATIVE DEFENSES TO THE AMENDED COMPLAINT TO THE HONORABLE COURT: COME APPEAR co-defendant Benworth Capital Partners PR, LLC (“Benworth PR”), through the undersigned counsel, and respectfully submits its Answer and Affirmative Defenses to the Amended Complaint (D.E. 125): Case 3:23-cv-01034-GMM Document 149 Filed 08/19/24 Page 1 of 46 Benworth PR’s Answer and Affirmative Defenses to the Amended Complaint Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al. Civil No. 23-01034 (GMM) Page 2 of 46 INTRODUCTION 1. Paragraph 1 of the Amended Complaint is Plaintiff Oto Analytics, LLC’s (“Womply”) conclusory characterization of the instant action and its legal conclusions pertaining to the applicable law. Benworth PR denies any factual averments in this paragraph. 2. Paragraph 2 Benworth PR admits that Defendants Bernardo Navarro (“Mr. Navarro”) and Claudia Navarro (“Mrs. Navarro”) have ownership interests in Benworth PR. The remainder of the paragraph is denied. 3. Paragraph 3 contains legal references or interpretations of law and, as such, does not require a response. In the event a response is required, Paragraph 3 is denied as drafted. 4. Paragraph 4 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR. To the extent a response is required, this paragraph contains compound and vague allegations about unspecified lenders that are denied as drafted. 5. Paragraph 5 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 6. Paragraph 6 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR. To the extent a response is required, Benworth PR adopts and incorporates herein Benworth Capital Partners, LLC’s (“Benworth FL”) response to Paragraph 6 in its Answer to Amended Complaint. 7. Paragraph 7 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR. To the extent a response Case 3:23-cv-01034-GMM Document 149 Filed 08/19/24 Page 2 of 46 Benworth PR’s Answer and Affirmative Defenses to the Amended Complaint Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al. Civil No. 23-01034 (GMM) Page 3 of 46 is required, Benworth PR adopts and incorporates herein Benworth FL’s response to Paragraph 7 in its Answer to Amended Complaint. 8. Paragraph 8 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR. To the extent a response is required, Benworth PR adopts and incorporates herein Benworth FL’s response to Paragraph 8 in its Answer to Amended Complaint. 9. Paragraph 9 is denied. 10. From Paragraph 10, Benworth PR admits that Mr. and Mrs. Navarro have ownership interests in Benworth PR, and that Benworth FL transferred funds to Benworth PR and entered into a contract with Benworth PR. The remainder of the paragraph is denied. 11. Paragraph 11 is denied. 12. From Paragraph 12, Benworth PR admits that it is majority owned by Mrs. Navarro and denies that “Benworth FL . . . transfer[red] Womply’s fees to Benworth PR . . . so that the Navarros could keep Womply’s fees for themselves.” The remainder of Paragraph 12 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 13. Paragraph 13 is directed to co-defendant Mr. Navarro, not Benworth PR, and contains Womply’s legal interpretations and conclusions of case TotalBank Florida Bank Corp. v. Bernardo Enrique Navarro, Case No. 2012-012858 (Fla. Cir. Ct. Miami-Dade Cnty.), and thus does not require a response from Benworth PR. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. Case 3:23-cv-01034-GMM Document 149 Filed 08/19/24 Page 3 of 46 Benworth PR’s Answer and Affirmative Defenses to the Amended Complaint Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al. Civil No. 23-01034 (GMM) Page 4 of 46 14. From Paragraph 14, Benworth PR denies that there was a fraudulent transfer. The remainder of Paragraph 14 contains statements that are not directed towards and do not pertain to Benworth PR as it was not a party to the arbitration, and therefore no response is required from Benworth PR. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 15. From Paragraph 15, Benworth PR denies that there was a fraudulent transfer. The remainder of Paragraph 15 contains statements that are not directed towards and do not pertain to Benworth PR as it was not a party to the arbitration, and therefore no response is required from Benworth PR. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 16. Paragraph 16 is denied. 17. Paragraph 17 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 18. Paragraph 18 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 19. Paragraph 19 contains statements that are not directed towards and do not pertain to Benworth PR as it was not a party to the arbitration, and therefore no response is required from Benworth PR. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. Case 3:23-cv-01034-GMM Document 149 Filed 08/19/24 Page 4 of 46 Benworth PR’s Answer and Affirmative Defenses to the Amended Complaint Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al. Civil No. 23-01034 (GMM) Page 5 of 46 20. Paragraph 20 is denied. PARTIES 21. Paragraph 21 is denied for lack of information sufficient to form a belief about the truth of the allegation. 22. Paragraph 22 is admitted. 23. Paragraph 22 contains statements regarding co-defendant Benworth FL that are not directed to Benworth PR and thus do not require a response from Benworth PR. Should a response be required, Benworth PR adopts and incorporates herein Benworth FL’s response to Paragraph 23 in its Answer to Amended Complaint. 24. Paragraph 24 contains statements regarding co-defendant Mr. Navarro that are not directed to Benworth PR and thus do not require a response from Benworth PR. Should a response be required, Benworth PR adopts and incorporates herein Mr. Navarro’s response to Paragraph 24 in his Answer to Amended Complaint. 25. Paragraph 25 contains statements regarding co-defendant Mrs. Navarro that are not directed to Benworth PR and thus do not require a response from Benworth PR. Should a response be required, Benworth PR adopts and incorporates herein Mrs. Navarro’s response to Paragraph 25 in her Answer to Amended Complaint. JURISDICTION AND VENUE 26. Paragraph 26 contains Womply’s conclusion over the jurisdiction of this Honorable Court over the present action, a statement that does not require a response. To the extent a response is required, this paragraph is denied. 27. Paragraph 27 contains Womply’s conclusion over the jurisdiction of this Honorable Court over the present action, a statement that does not require a response. To the extent a response Case 3:23-cv-01034-GMM Document 149 Filed 08/19/24 Page 5 of 46 Benworth PR’s Answer and Affirmative Defenses to the Amended Complaint Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al. Civil No. 23-01034 (GMM) Page 6 of 46 is required, Benworth PR denies any inferences from the cited portions of the document based on the completeness of the allegations. The remainder of this paragraph, including Womply’s characterization and legal conclusions and/or inferences stemming from the cited document, is denied. 28. Paragraph 28 contains Womply’s conclusion over the jurisdiction of this Honorable Court over the present action, a statement that does not require a response. To the extent a response is required, Benworth PR denies any factual averments in this paragraph. 29. Paragraph 29 contains Womply’s conclusion over the jurisdiction of this Honorable Court over the present action, a statement that does not require a response. To the extent a response is required, Benworth PR lacks information sufficient to form a belief about the truth of the allegation as it was not a party to the Arbitration. Womply’s characterization and legal conclusions and/or inferences stemming from the cited document is otherwise denied. 30. Paragraph 30 contains Womply’s conclusion over the jurisdiction of this Honorable Court over the present action, a statement that does not require a response. To the extent a response is required, Benworth PR admits that it is a Puerto Rico limited liability company and its principal place of business is located in this District. The remainder of the paragraph, consisting of Womply’s characterizations and legal conclusions and/or inferences, is denied. 31. Paragraph 31 contains Womply’s conclusion over the jurisdiction of this Honorable Court over the co-defendant Mr. Navarro, a statement that is not directed toward Benworth PR and does not require a response. To the extent a response is required, Benworth PR adopts and incorporates herein Mr. Navarro’s response to Paragraph 31 in its Answer to Amended Complaint. 32. Paragraph 32 contains Womply’s conclusion over the jurisdiction of this Honorable Court over the co-defendant Mrs. Navarro, a statement that is not directed toward Benworth PR Case 3:23-cv-01034-GMM Document 149 Filed 08/19/24 Page 6 of 46 Benworth PR’s Answer and Affirmative Defenses to the Amended Complaint Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al. Civil No. 23-01034 (GMM) Page 7 of 46 and does not require a response. To the extent a response is required, Benworth PR adopts and incorporates herein Mrs. Navarro’s response to Paragraph 32 in its Answer to Amended Complaint. 33. Paragraph 23 contains Womply’s conclusion over the jurisdiction of this Honorable Court over the co-defendant Benworth FL, a statement that is not directed toward Benworth PR and does not require a response. To the extent a response is required, Benworth PR adopts and incorporates herein Benworth FL’s response to Paragraph 33 in its Answer to Amended Complaint. 34. Paragraph 34 including its subsections (a) through (f), inclusive, contains Womply’s conclusion over the jurisdiction of this Honorable Court over the present action, a statement that does not require a response. Should a response be required, Benworth PR denies any factual averments in this paragraph, including its subsections (a) through (f), inclusive. 35. Paragraph 35 contains Womply’s conclusion over the jurisdiction of this Honorable Court over the present action, a statement that does not require a response. To the extent a response is required, this paragraph is denied. FACTS 36. Paragraph 36 contains legal references or interpretations of law that do not require a response. Should a response be required, Benworth PR denies this paragraph as drafted. Benworth PR affirmatively alleges that the CARES Act1 speaks for itself and denies Womply’s characterization and legal conclusions and/or inferences as to the same.2 1 For clarity and precision, Benworth PR will use the same abbreviations and shorthand references Womply uses in its Amended Complaint. 2 Benworth PR denies the factual averments and legal conclusions Womply makes in each of its headings and sub-headings. Case 3:23-cv-01034-GMM Document 149 Filed 08/19/24 Page 7 of 46 Benworth PR’s Answer and Affirmative Defenses to the Amended Complaint Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al. Civil No. 23-01034 (GMM) Page 8 of 46 37. Paragraph 37 contains legal references or interpretations of law that do not require a response. Should a response be required, Benworth PR denies this paragraph as drafted. Benworth PR affirmatively alleges that the CARES Act speaks for itself and denies Womply’s characterization and legal conclusions and/or inferences as to the same. 38. Paragraph 38 contains legal references or interpretations of law that do not require a response. Should a response be required, Benworth PR denies this paragraph as drafted. Benworth PR affirmatively alleges that the SBA statute and regulations speak for themselves and denies Womply’s characterization and legal conclusions and/or inferences as to the same. 39. Paragraph 39 contains legal references or interpretations of law that do not require a response. Should a response be required, Benworth PR denies this paragraph as drafted. Benworth PR affirmatively alleges that the SBA statute and regulations speak for themselves and denies Womply’s characterization and legal conclusions and/or inferences as to the same. 40. Paragraph 40 contains legal references or interpretations of law that do not require a response. Should a response be required, Benworth PR denies this paragraph as drafted. Benworth PR affirmatively alleges that the SBA statute and regulations speak for themselves and denies Womply’s characterization and legal conclusions and/or inferences as to the same. 41. Paragraph 41 contains legal references or interpretations of law that do not require a response. Should a response be required, Benworth PR denies Paragraph 41 as drafted. Benworth PR affirmatively alleges that the SBA Standard Operating Procedures speaks for itself and denies Womply’s characterization and legal conclusions and/or inferences as to the same. 42. Paragraph 42 contains legal references or interpretations of law that do not require a response. Should a response be required, Benworth PR denies Paragraph 42 as drafted. Benworth Case 3:23-cv-01034-GMM Document 149 Filed 08/19/24 Page 8 of 46 Benworth PR’s Answer and Affirmative Defenses to the Amended Complaint Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al. Civil No. 23-01034 (GMM) Page 9 of 46 PR affirmatively alleges that the SBA Standard Operating Procedures speaks for itself and denies Womply’s characterization and legal conclusions and/or inferences as to the same. 43. Paragraph 43 contains legal references or interpretations of law that do not require a response. Should a response be required, Benworth PR denies Paragraph 43 as drafted. Benworth PR affirmatively alleges that the February 2020 Rule speaks for itself and denies Womply’s characterization and legal conclusions and/or inferences as to the same. 44. Paragraph 44 contains legal references or interpretations of law that do not require a response. Should a response be required, Benworth PR denies Paragraph 44 as drafted. Benworth PR affirmatively alleges that the February 2020 Rule speaks for itself and denies Womply’s characterization and legal conclusions and/or inferences as to the same. 45. Paragraph 45 contains legal references or interpretations of law that do not require a response. Should a response be required, Benworth PR denies Paragraph 45 as drafted. Benworth PR affirmatively alleges that the February 2020 Rule and CARES Act speak for themselves and denies Womply’s characterization and legal conclusions and/or inferences as to the same. 46. Paragraph 46 contains legal references or interpretations of law that do not require a response. Should a response be required, Benworth PR denies Paragraph 46 as drafted. Benworth PR affirmatively alleges that the CARES Act speaks for itself and denies Womply’s characterization and legal conclusions and/or inferences as to the same. 47. Paragraph 47 contains legal references or interpretations of law that do not require a response. Should a response be required, Benworth PR denies Paragraph 47 as drafted. Benworth PR affirmatively alleges that the April 2020 PPP Rule speaks for itself and denies Womply’s characterization and legal conclusions and/or inferences as to the same. Case 3:23-cv-01034-GMM Document 149 Filed 08/19/24 Page 9 of 46 Benworth PR’s Answer and Affirmative Defenses to the Amended Complaint Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al. Civil No. 23-01034 (GMM) Page 10 of 46 48. Paragraph 48 contains legal references or interpretations of law that do not require a response. Should a response be required, Benworth PR denies Paragraph 48 as drafted. Benworth PR affirmatively alleges that the April 2020 PPP Rule and CARES Act speak for themselves and denies Womply’s characterization and legal conclusions and/or inferences as to the same. 49. Paragraph 49 contains legal references or interpretations of law that do not require a response. Should a response be required, Benworth PR denies Paragraph 49 as drafted. Benworth PR affirmatively alleges that the February 2020 Rule and April 2020 PPP Rule speak for themselves and denies Womply’s characterization and legal conclusions and/or inferences as to the same. 50. Paragraph 50 contains legal references or interpretations of law that do not require a response. Should a response be required, Benworth PR denies Paragraph 50 as drafted. Benworth PR affirmatively alleges that the April 2020 PPP Rule and CARES Act speak for themselves and denies Womply’s characterization and legal conclusions and/or inferences as to the same. 51. Paragraph 51 contains legal references or interpretations of law that do not require a response. Should a response be required, Benworth PR denies Paragraph 51 as drafted. Benworth PR affirmatively alleges that the Economic Aid Act speaks for itself and denies Womply’s characterization and legal conclusions and/or inferences as to the same. 52. Paragraph 52 contains legal references or interpretations of law that do not require a response. Should a response be required, Benworth PR denies Paragraph 52 as drafted. Benworth PR affirmatively alleges that the Economic Aid Act speaks for itself and denies Womply’s characterization and legal conclusions and/or inferences as to the same. 53. Paragraph 53 contains legal references or interpretations of law that do not require a response. Should a response be required, Benworth PR denies Paragraph 53 as drafted. Benworth Case 3:23-cv-01034-GMM Document 149 Filed 08/19/24 Page 10 of 46 Benworth PR’s Answer and Affirmative Defenses to the Amended Complaint Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al. Civil No. 23-01034 (GMM) Page 11 of 46 PR affirmatively alleges that the Economic Aid Act and CARES Act speak for themselves and denies Womply’s characterization and legal conclusions and/or inferences as to the same. 54. Paragraph 54 contains legal references or interpretations of law that do not require a response. Should a response be required, Benworth PR denies Paragraph 54 as drafted. Benworth PR affirmatively alleges that the SBA regulations and SBA Standard Operating Procedures speak for themselves and denies Womply’s characterization and legal conclusions and/or inferences as to the same. 55. Paragraph 55 contains legal references or interpretations of law that do not require a response. Should a response be required, Benworth PR denies Paragraph 55 as drafted. Benworth PR affirmatively alleges that the Economic Aid Act speaks for itself and denies Womply’s characterization and legal conclusions and/or inferences as to the same. 56. Paragraph 56 contains legal references or interpretations of law that do not require a response. Should a response be required, Benworth PR denies Paragraph 56 as drafted. Benworth PR affirmatively alleges that the Economic Aid Act and CARES Act speak for themselves and denies Womply’s characterization and legal conclusions and/or inferences as to the same. 57. Paragraph 57 contains legal references or interpretations of law that do not require a response. Should a response be required, Benworth PR denies Paragraph 57 as drafted. Benworth PR affirmatively alleges that the April 2020 PPP Rule and CARES Act speak for themselves and denies Womply’s characterization and legal conclusions and/or inferences as to the same. 58. Paragraph 58 contains legal references or interpretations of law that do not require a response. Should a response be required, Benworth PR denies Paragraph 58 as drafted. 59. Paragraph 59 contains legal references or interpretations of law that do not require a response. Should a response be required, Benworth PR denies Paragraph 59 as drafted. Benworth Case 3:23-cv-01034-GMM Document 149 Filed 08/19/24 Page 11 of 46 Benworth PR’s Answer and Affirmative Defenses to the Amended Complaint Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al. Civil No. 23-01034 (GMM) Page 12 of 46 PR affirmatively alleges that the January 2021 PPP Rule speaks for itself and denies Womply’s characterization and legal conclusions and/or inferences as to the same. 60. Paragraph 60 contains legal references or interpretations of law that do not require a response. Should a response be required, Benworth PR denies Paragraph 60 as drafted. Benworth PR affirmatively alleges that the April 2020 PPP Rule and January 2021 PPP Rule speak for themselves and denies Womply’s characterization and legal conclusions and/or inferences as to the same. 61. Paragraph 61 contains legal references or interpretations of law that do not require a response. Should a response be required, Benworth PR denies Paragraph 61 as drafted. Benworth PR affirmatively alleges that the January 2021 PPP Rule speaks for itself and denies Womply’s characterization and legal conclusions and/or inferences as to the same. 62. Paragraph 62 contains legal references or interpretations of law that do not require a response. Should a response be required, Benworth PR denies Paragraph 62 as drafted. Benworth PR affirmatively alleges that the April 2020 PPP Rule and January 2021 PPP Rule speak for themselves and denies Womply’s characterization and legal conclusions and/or inferences as to the same. 63. Paragraph 63 contains statements that are not directed toward Benworth PR and therefore no response is required. In the event a response is required, it is denied for lack of information sufficient to form a belief about the truth of the allegation. 64. Paragraph 64 contains statements that are not directed toward Benworth PR and therefore no response is required. In the event a response is required, it is denied for lack of information sufficient to form a belief about the truth of the allegation. Case 3:23-cv-01034-GMM Document 149 Filed 08/19/24 Page 12 of 46 Benworth PR’s Answer and Affirmative Defenses to the Amended Complaint Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al. Civil No. 23-01034 (GMM) Page 13 of 46 65. Paragraph 65 contains statements that are not directed toward Benworth PR and therefore no response is required. In the event a response is required, it is denied for lack of information sufficient to form a belief about the truth of the allegation. 66. Paragraph 66 contains statements that are not directed toward Benworth PR and therefore no response is required. In the event a response is required, it is denied for lack of information sufficient to form a belief about the truth of the allegation. 67. Paragraph 67 contains statements that are not directed toward Benworth PR and therefore no response is required. In the event a response is required, it is denied for lack of information sufficient to form a belief about the truth of the allegation. 68. Paragraph 68 contains statements that are not directed toward Benworth PR and therefore no response is required. In the event a response is required, it is denied for lack of information sufficient to form a belief about the truth of the allegation. 69. Paragraph 69 contains statements that are not directed toward Benworth PR and therefore no response is required. In the event a response is required, Benworth PR denies Paragraph 69 as drafted. 70. Paragraph 70 contains statements that are not directed toward Benworth PR and therefore no response is required. In the event a response is required, Paragraph 70 is denied for lack of information sufficient to form a belief about the truth of the allegation. 71. Paragraph 71 contains statements that are not directed toward Benworth PR and therefore no response is required. In the event a response is required, Paragraph 71 is denied for lack of information sufficient to form a belief about the truth of the allegation. Case 3:23-cv-01034-GMM Document 149 Filed 08/19/24 Page 13 of 46 Benworth PR’s Answer and Affirmative Defenses to the Amended Complaint Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al. Civil No. 23-01034 (GMM) Page 14 of 46 72. Paragraph 72 contains statements that are not directed toward Benworth PR and therefore no response is required. In the event a response is required, Paragraph 72 is denied for lack of information sufficient to form a belief about the truth of the allegation. 73. Paragraph 73 contains statements that are not directed toward Benworth PR and therefore no response is required. In the event a response is required, Paragraph 73 is denied for lack of information sufficient to form a belief about the truth of the allegation. 74. Paragraph 74 contains statements that are not directed toward Benworth PR and therefore no response is required. In the event a response is required, Paragraph 74 is denied for lack of information sufficient to form a belief about the truth of the allegation. 75. Paragraph 75 contains statements that are not directed toward Benworth PR and therefore no response is required. In the event a response is required, Paragraph 75 is denied for lack of information sufficient to form a belief about the truth of the allegation. 76. Paragraph 76 contains statements that are not directed toward Benworth PR and therefore no response is required. In the event a response is required, Paragraph 76 is denied for lack of information sufficient to form a belief about the truth of the allegation. 77. Paragraph 77 contains statements that are not directed toward Benworth PR and therefore no response is required. In the event a response is required, Paragraph 77 is denied for lack of information sufficient to form a belief about the truth of the allegation. 78. Paragraph 78 contains statements that are not directed toward Benworth PR and therefore no response is required. In the event a response is required, Paragraph 78 is denied for lack of information sufficient to form a belief about the truth of the allegation. Case 3:23-cv-01034-GMM Document 149 Filed 08/19/24 Page 14 of 46 Benworth PR’s Answer and Affirmative Defenses to the Amended Complaint Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al. Civil No. 23-01034 (GMM) Page 15 of 46 79. Paragraph 79 contains statements that are not directed toward Benworth PR and therefore no response is required. In the event a response is required, Paragraph 79 is denied for lack of information sufficient to form a belief about the truth of the allegation. 80. Paragraph 80 contains statements that are not directed toward Benworth PR and therefore no response is required. In the event a response is required, Paragraph 80 is denied for lack of information sufficient to form a belief about the truth of the allegation. 81. Paragraph 81 contains statements that are not directed toward Benworth PR and therefore no response is required. In the event a response is required, Paragraph 81 is denied for lack of information sufficient to form a belief about the truth of the allegation. 82. Paragraph 82 contains statements that are not directed toward Benworth PR and therefore no response is required. In the event a response is required, Paragraph 82 is denied for lack of information sufficient to form a belief about the truth of the allegation. 83. Paragraph 83 contains statements that are not directed toward Benworth PR and therefore no response is required. In the event a response is required, Paragraph 83 is denied for lack of information sufficient to form a belief about the truth of the allegation. 84. Paragraph 84 contains statements that are not directed toward Benworth PR and therefore no response is required. To the extent a response is required, Benworth PR adopts and incorporates herein Benworth FL’s response to Paragraph 84 in its Answer to Amended Complaint. 85. Paragraph 85 contains statements that are not directed toward Benworth PR and therefore no response is required. To the extent a response is required, Benworth PR adopts and incorporates herein Benworth FL’s response to Paragraph 85 in its Answer to Amended Complaint. Case 3:23-cv-01034-GMM Document 149 Filed 08/19/24 Page 15 of 46 Benworth PR’s Answer and Affirmative Defenses to the Amended Complaint Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al. Civil No. 23-01034 (GMM) Page 16 of 46 86. Paragraph 86 contains statements that are not directed toward Benworth PR and therefore no response is required. To the extent a response is required, Benworth PR adopts and incorporates herein Benworth FL’s response to Paragraph 86 in its Answer to Amended Complaint. 87. Paragraph 87 contains statements that are not directed toward Benworth PR and therefore no response is required. To the extent a response is required, Benworth PR adopts and incorporates herein Benworth FL’s response to Paragraph 87 in its Answer to Amended Complaint. 88. Paragraph 88 contains statements that are not directed toward Benworth PR and therefore no response is required. To the extent a response is required, Benworth PR adopts and incorporates herein Benworth FL’s response to Paragraph 88 in its Answer to Amended Complaint. 89. Paragraph 89 contains statements that are not directed toward Benworth PR and therefore no response is required. To the extent a response is required, Benworth PR adopts and incorporates herein Benworth FL’s response to Paragraph 89 in its Answer to Amended Complaint. 90. Paragraph 90 contains statements that are not directed toward Benworth PR and therefore no response is required. To the extent a response is required, Benworth PR adopts and incorporates herein Benworth FL’s response to Paragraph 90 in its Answer to Amended Complaint. 91. Paragraph 91 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it was not a party to Case 3:23-cv-01034-GMM Document 149 Filed 08/19/24 Page 16 of 46 Benworth PR’s Answer and Affirmative Defenses to the Amended Complaint Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al. Civil No. 23-01034 (GMM) Page 17 of 46 the February Agreements. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 92. Paragraph 92 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it was not a party to the Referral Agreement or Order Form. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 93. Paragraph 93 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it was not a party to the Master Developer Agreement. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 94. Paragraph 94 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it was not a party to the Agreements or February Agreements. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 95. Paragraph 95 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it was not a party to the Referral Agreement. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 96. Paragraph 96 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it was not a party to the Referral Agreement. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. Case 3:23-cv-01034-GMM Document 149 Filed 08/19/24 Page 17 of 46 Benworth PR’s Answer and Affirmative Defenses to the Amended Complaint Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al. Civil No. 23-01034 (GMM) Page 18 of 46 97. Paragraph 97 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it was not a party to the Referral Agreement. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 98. Paragraph 98 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it was not a party to the Referral Agreement. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 99. Paragraph 99 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it was not a party to the Referral Agreement. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 100. Paragraph 100 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it was not a party to the Referral Agreement. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 101. Paragraph 101 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it was not a party to the Referral Agreement. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 102. Paragraph 102 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it was not a party to Case 3:23-cv-01034-GMM Document 149 Filed 08/19/24 Page 18 of 46 Benworth PR’s Answer and Affirmative Defenses to the Amended Complaint Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al. Civil No. 23-01034 (GMM) Page 19 of 46 the Order Form. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 103. Paragraph 103 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it was not a party to the Order Form. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 104. Paragraph 104 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it was not a party to the Order Form. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 105. Paragraph 105 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it was not a party to the Order Form. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 106. Paragraph 106 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it was not a party to the Order Form. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 107. Paragraph 107 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it was not a party to the Order Form. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. Case 3:23-cv-01034-GMM Document 149 Filed 08/19/24 Page 19 of 46 Benworth PR’s Answer and Affirmative Defenses to the Amended Complaint Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al. Civil No. 23-01034 (GMM) Page 20 of 46 108. Paragraph 108 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it was not a party to the Order Form. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 109. Paragraph 109 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it was not a party to the Order Form. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 110. Paragraph 110 contains statements that are not directed towards and do not to Benworth PR, and therefore no response is required from Benworth PR as it was not a party to the Order Form. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 111. Paragraph 111 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it was not a party to the Order Form. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 112. Paragraph 112 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it was not a party to the Order Form. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 113. Paragraph 113 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it was not a party to Case 3:23-cv-01034-GMM Document 149 Filed 08/19/24 Page 20 of 46 Benworth PR’s Answer and Affirmative Defenses to the Amended Complaint Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al. Civil No. 23-01034 (GMM) Page 21 of 46 the Order Form. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 114. Paragraph 114 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it was not a party to the Order Form. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 115. Paragraph 115 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it was not a party to the Order Form. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 116. Paragraph 116 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it was not a party to the Order Form. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 117. Paragraph 117 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it was not a party to the Order Form. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 118. Paragraph 118 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it was not a party to the Order Form. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. Case 3:23-cv-01034-GMM Document 149 Filed 08/19/24 Page 21 of 46 Benworth PR’s Answer and Affirmative Defenses to the Amended Complaint Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al. Civil No. 23-01034 (GMM) Page 22 of 46 119. Paragraph 119 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it was not a party to the Order Form. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 120. Paragraph 120 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it was not a party to the Order Form or Referral Agreement. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 121. Paragraph 121 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it was not a party to the Referral Agreement or Master Developer Agreement. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 122. Paragraph 122 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it was not a party to the Referral Agreement or Master Developer Agreement. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 123. Paragraph 123 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it was not a party to the Referral Agreement or Order Form. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. Case 3:23-cv-01034-GMM Document 149 Filed 08/19/24 Page 22 of 46 Benworth PR’s Answer and Affirmative Defenses to the Amended Complaint Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al. Civil No. 23-01034 (GMM) Page 23 of 46 124. Paragraph 124 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 125. Paragraph 125 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 126. Paragraph 126 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 127. Paragraph 127 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it was not a party to the Order Form. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 128. Paragraph 128 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it was not a party to the Order Form. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 129. Paragraph 129 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it was not a party to Case 3:23-cv-01034-GMM Document 149 Filed 08/19/24 Page 23 of 46 Benworth PR’s Answer and Affirmative Defenses to the Amended Complaint Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al. Civil No. 23-01034 (GMM) Page 24 of 46 the Order Form. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 130. Paragraph 130 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it was not a party to the Agreements. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 131. Paragraph 131 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 132. Paragraph 132 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 133. Paragraph 133 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 134. Paragraph 134 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. Case 3:23-cv-01034-GMM Document 149 Filed 08/19/24 Page 24 of 46 Benworth PR’s Answer and Affirmative Defenses to the Amended Complaint Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al. Civil No. 23-01034 (GMM) Page 25 of 46 135. Paragraph 135 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it was not a party to the Order Form. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 136. Paragraph 135 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it was not a party to the Agreements. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 137. Paragraph 137 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 138. Paragraph 138 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 139. Paragraph 139 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it was not a party to the Order Form. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 140. Paragraph 140 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it was not a party to Case 3:23-cv-01034-GMM Document 149 Filed 08/19/24 Page 25 of 46 Benworth PR’s Answer and Affirmative Defenses to the Amended Complaint Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al. Civil No. 23-01034 (GMM) Page 26 of 46 the Agreements. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 141. Paragraph 141 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 142. Paragraph 142 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 143. Paragraph 143 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it was not a party to the Agreements. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 144. Paragraph 144 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it was not a party to the Agreements. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 145. Paragraph 145 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it did not draft the August 16 Letter. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. Case 3:23-cv-01034-GMM Document 149 Filed 08/19/24 Page 26 of 46 Benworth PR’s Answer and Affirmative Defenses to the Amended Complaint Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al. Civil No. 23-01034 (GMM) Page 27 of 46 146. Paragraph 146 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it did not draft the August 16 Letter. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 147. Paragraph 147 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it did not draft the August 16 Letter. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 148. Paragraph 148 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it did not draft the August 16 Letter. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 149. Paragraph 149 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it did not draft the August 16 Letter. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 150. Paragraph 150 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 151. Paragraph 151 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR. To the extent a response Case 3:23-cv-01034-GMM Document 149 Filed 08/19/24 Page 27 of 46 Benworth PR’s Answer and Affirmative Defenses to the Amended Complaint Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al. Civil No. 23-01034 (GMM) Page 28 of 46 is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 152. Paragraph 152 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 153. Paragraph 153 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 154. Paragraph 154 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 155. Paragraph 155 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 156. Paragraph 156 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. Case 3:23-cv-01034-GMM Document 149 Filed 08/19/24 Page 28 of 46 Benworth PR’s Answer and Affirmative Defenses to the Amended Complaint Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al. Civil No. 23-01034 (GMM) Page 29 of 46 157. Paragraph 157 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it was not a party to the arbitration. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 158. Paragraph 158 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it was not a party to the arbitration. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 159. Paragraph 159 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it was not a party to the arbitration. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 160. Paragraph 160 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it was not a party to the arbitration. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 161. Paragraph 161 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it was not a party to the arbitration. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 162. Paragraph 162 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it was not a party to Case 3:23-cv-01034-GMM Document 149 Filed 08/19/24 Page 29 of 46 Benworth PR’s Answer and Affirmative Defenses to the Amended Complaint Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al. Civil No. 23-01034 (GMM) Page 30 of 46 the arbitration. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 163. Paragraph 163 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it was not a party to the arbitration. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 164. Paragraph 164 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it was not a party to the arbitration. To the extent a response is required, this paragraph is denied for lack of information sufficient to form a belief about the truth of the allegation. 165. Paragraph 165 is denied. 166. Paragraph 166 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it was not a party to the arbitration. To the extent a response is required, Benworth PR adopts and incorporates herein Benworth FL and Mr. Navarro’s responses to Paragraph 166 in their Answer to Amended Complaint. 167. Paragraph 167 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR. To the extent a response is required, Benworth PR adopts and incorporates herein Benworth FL’s response to Paragraph 167 in its Answer to Amended Complaint. 168. From Paragraph 168, Benworth PR admits that (1) it entered into the Original LSA with Benworth FL, (2) Mr. Navarro executed the agreement on behalf of Benworth FL, and (3) Mrs. Navarro executed the agreement on behalf of Benworth PR. The remainder of the paragraph, Case 3:23-cv-01034-GMM Document 149 Filed 08/19/24 Page 30 of 46 Benworth PR’s Answer and Affirmative Defenses to the Amended Complaint Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al. Civil No. 23-01034 (GMM) Page 31 of 46 including Womply’s characterization and legal conclusions and/or inferences as to the Original LSA, is denied. 169. Paragraph 169 is denied as drafted. Benworth PR affirmatively alleges that the Original LSA speaks for itself and denies Womply’s characterization and legal conclusions and/or inferences as to the same. 170. Paragraph 170 is denied as drafted. Benworth PR affirmatively alleges that (1) Benworth PR filed a Certificate of Organization and Certificate of Formation of a Limited Liability Company with the Government of Puerto Rico Department of State on June 28, 2021, and (2) Benworth FL and Benworth PR executed the Amended LSA but denies Womply’s characterization and legal conclusions and/or inferences as to the Amended LSA. 171. Paragraph 171 is denied as drafted. Benworth PR affirmatively alleges that the Amended LSA speaks for itself and denies Womply’s characterization and legal conclusions and/or inferences as to the same. 172. Paragraph 172 is denied as drafted. Benworth PR affirmatively alleges that the Amended LSA speaks for itself and denies Womply’s characterization and legal conclusions and/or inferences as to the same. 173. From Paragraph 173, Benworth PR admits that Mr. and Mrs. Navarro collaborated to draft the LSAs. The remainder of the paragraph is denied. 174. Paragraph 174 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR. To the extent a response is required, Benworth PR adopts and incorporates herein Benworth FL and Mr. Navarro’s responses to Paragraph 174 in their Answers to Amended Complaint. Case 3:23-cv-01034-GMM Document 149 Filed 08/19/24 Page 31 of 46 Benworth PR’s Answer and Affirmative Defenses to the Amended Complaint Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al. Civil No. 23-01034 (GMM) Page 32 of 46 175. Paragraph 175 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it was not a party to the arbitration. To the extent a response is required, Benworth PR adopts and incorporates herein Benworth FL’s response to Paragraph 175 in its Answer to Amended Complaint. 176. Paragraph 176 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR. To the extent a response is required, Benworth PR adopts and incorporates herein Benworth FL and Mr. Navarro’s responses to Paragraph 176 in their Answers to Amended Complaint. 177. Paragraph 177, including its footnote 10, is denied as drafted. Benworth PR affirmatively alleges that the LSA speaks for itself and denies Womply’s characterization and legal conclusions and/or inferences of the same. 178. Paragraph 178 is denied as drafted. Benworth PR affirmatively alleges that the LSA speaks for itself and denies Womply’s characterization and legal conclusions and/or inferences regarding the same. 179. Paragraph 179 is denied as drafted. Benworth PR affirmatively alleges that the LSA speaks for itself and denies Womply’s characterization and legal conclusions and/or inferences regarding the same. 180. Paragraph 180 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it was not a party to the arbitration. To the extent a response is required, Benworth PR adopts and incorporates herein Benworth FL and Mr. Navarro’s responses to Paragraph 180 in their Answers to Amended Complaint. 181. Paragraph 181 is denied. Case 3:23-cv-01034-GMM Document 149 Filed 08/19/24 Page 32 of 46 Benworth PR’s Answer and Affirmative Defenses to the Amended Complaint Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al. Civil No. 23-01034 (GMM) Page 33 of 46 182. Paragraph 182 is denied. 183. Paragraph 183 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it was not a party to the arbitration. To the extent a response is required, Benworth PR adopts and incorporates herein Benworth FL and Mr. Navarro’s responses to Paragraph 183 in their Answers to Amended Complaint. 184. Paragraph 184 is denied as drafted. 185. Paragraph 185 is denied. 186. Paragraph 186 is denied as drafted. Benworth PR affirmatively alleges that Mr. Navarro’s testimony at his depositions and the Amended LSA speaks for itself and denies Womply’s characterization and legal conclusions and/or inferences regarding the same. 187. Paragraph 187 is denied. 188. Paragraph 188 is denied as drafted. Benworth PR affirmatively alleges that the content of Benworth FL’s website speaks for itself and denies Womply’s characterization and legal conclusions and/or inferences of the content of its website. 189. Paragraph 189 is denied as drafted. Benworth PR affirmatively alleges that the content of Mr. Navarro’s LinkedIn profile speaks for itself and denies Womply’s characterization and legal conclusions and/or inferences regarding the same. 190. From Paragraph 190, Benworth PR admits that Benworth FL has serviced its own PPP loans in the past. The remainder of the paragraph is denied. 191. From Paragraph 191, Benworth PR admits that (1) Benworth FL sent a letter to Congress in 2022 and (2) Paragraph 191 cites portions of said letter but denies that such citation is the sole statement contained in the letter and denies any inferences from the cited portions based Case 3:23-cv-01034-GMM Document 149 Filed 08/19/24 Page 33 of 46 Benworth PR’s Answer and Affirmative Defenses to the Amended Complaint Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al. Civil No. 23-01034 (GMM) Page 34 of 46 on completeness of the allegations. Benworth PR affirmatively alleges that the letter referenced in this paragraph speaks for itself and denies Womply’s characterization and legal conclusions and/or inferences as to the same. Benworth PR refers to the letter itself for its true and complete contents. 192. Paragraph 192 is denied. 193. Paragraph 193 is denied. 194. Paragraph 194 is denied. 195. Paragraph 195 is denied as drafted. 196. Paragraph 196 is denied as drafted. Benworth PR affirmatively alleges that Mr. Navarro’s testimony at his depositions speaks for itself and denies Womply’s characterization and legal conclusions and/or inferences regarding the same. 197. Paragraph 197 is denied as drafted. Benworth PR affirmatively alleges that the testimony referenced in this paragraph should speak for itself and denies Womply’s characterization and legal conclusions and/or inferences regarding the same. 198. Paragraph 198 is denied as drafted. Benworth PR affirmatively alleges that Mr. Navarro’s testimony at his depositions should speak for itself and denies Womply’s characterization and legal conclusions and/or inferences regarding the same. 199. Paragraph 199 is denied as drafted. 200. Paragraph 200 is denied as drafted. Benworth PR affirmatively alleges that Mr. Navarro’s testimony should speak for itself and denies Womply’s characterization and legal conclusions and/or inferences regarding the same. 201. Paragraph 201 is denied. 202. Paragraph 202 is denied. Case 3:23-cv-01034-GMM Document 149 Filed 08/19/24 Page 34 of 46 Benworth PR’s Answer and Affirmative Defenses to the Amended Complaint Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al. Civil No. 23-01034 (GMM) Page 35 of 46 203. Paragraph 203 is denied as drafted. Benworth PR affirmatively alleges that Mr. Navarro’s testimony should speak for itself and denies Womply’s characterization and legal conclusions and/or inferences regarding the same. 204. Paragraph 204 is denied as drafted. Mrs. Navarro affirmatively alleges that Mr. Navarro’s testimony should speak for itself and denies Womply’s characterization and legal conclusions and/or inferences regarding the same. 205. Paragraph 205 contains statements regarding co-defendant Mr. Navarro, not Benworth PR, and contains Womply’s legal interpretations and conclusions as to case TotalBank Florida Bank Corp. v. Bernardo Enrique Navarro, Case No. 2012-012858 (Fla. Cir. Ct. Miami- Dade Cnty.), thus it does not require a response from Benworth PR. Should a response be required, Benworth PR adopts and incorporates herein Mr. Navarro’s response to Paragraph 205 in his Answer to Amended Complaint. 206. Paragraph 206 contains statements regarding co-defendant Mr. Navarro, not Benworth PR, and contains Womply’s legal interpretations and conclusions as to case TotalBank Florida Bank Corp. v. Bernardo Enrique Navarro, Case No. 2012-012858 (Fla. Cir. Ct. Miami- Dade Cnty.), thus it does not require a response from Benworth PR. Should a response be required, Benworth PR adopts and incorporates herein Mr. Navarro’s response to Paragraph 206 in his Answer to Amended Complaint. 207. Paragraph 207 contains statements regarding co-defendant Mr. Navarro, not Benworth PR, and contains Womply’s legal interpretations and conclusions as to case TotalBank Florida Bank Corp. v. Bernardo Enrique Navarro, Case No. 2012-012858 (Fla. Cir. Ct. Miami- Dade Cnty.), thus it does not require a response from Benworth PR. Should a response be required, Case 3:23-cv-01034-GMM Document 149 Filed 08/19/24 Page 35 of 46 Benworth PR’s Answer and Affirmative Defenses to the Amended Complaint Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al. Civil No. 23-01034 (GMM) Page 36 of 46 Benworth PR adopts and incorporates herein Mr. Navarro’s response to Paragraph 207 in his Answer to Amended Complaint. 208. Paragraph 208 contains statements regarding co-defendant Mr. Navarro, not Benworth PR, and contains Womply’s legal interpretations and conclusions as to case TotalBank Florida Bank Corp. v. Bernardo Enrique Navarro, Case No. 2012-012858 (Fla. Cir. Ct. Miami- Dade Cnty.), thus it does not require a response from Benworth PR. Should a response be required, Benworth PR adopts and incorporates herein Mr. Navarro’s response to Paragraph 208 in his Answer to Amended Complaint. 209. Paragraph 209 contains statements regarding co-defendant Mr. Navarro, not Benworth PR, and contains Womply’s legal interpretations and conclusions as to case TotalBank Florida Bank Corp. v. Bernardo Enrique Navarro, Case No. 2012-012858 (Fla. Cir. Ct. Miami- Dade Cnty.), thus it does not require a response from Benworth PR. Should a response be required, Benworth PR adopts and incorporates herein Mr. Navarro’s response to Paragraph 209 in his Answer to Amended Complaint. 210. Paragraph 210 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it was not a party to the arbitration. To the extent a response is required, Benworth PR adopts and incorporates herein Benworth FL’s response to Paragraph 210 in its Answer to Amended Complaint. 211. Paragraph 211 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it was not a party to the arbitration. To the extent a response is required, Benworth PR adopts and incorporates herein Benworth FL’s response to Paragraph 211 in its Answer to Amended Complaint. Case 3:23-cv-01034-GMM Document 149 Filed 08/19/24 Page 36 of 46 Benworth PR’s Answer and Affirmative Defenses to the Amended Complaint Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al. Civil No. 23-01034 (GMM) Page 37 of 46 212. Paragraph 212 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it was not a party to the arbitration. To the extent a response is required, Benworth PR adopts and incorporates herein Benworth FL’s response to Paragraph 212 in its Answer to Amended Complaint. 213. Paragraph 213 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it was not a party to the arbitration. To the extent a response is required, Benworth PR adopts and incorporates herein Benworth FL’s response to Paragraph 213 in its Answer to Amended Complaint. 214. Paragraph 214 contains statements that are not directed towards and do not pertain to Benworth PR, and therefore no response is required from Benworth PR as it was not a party to the arbitration. To the extent a response is required, Benworth PR adopts and incorporates herein Benworth FL’s response to Paragraph 214 in its Answer to Amended Complaint. COUNT I – ACTUAL FRAUDULEN TRANSFER (Against Benworth PR and Benworth FL) 215. Benworth PR incorporates its responses to paragraphs 1 through 214 as if fully stated herein. 216. Paragraph 216 contains statements regarding co-defendant Benworth FL that are not directed to Benworth PR and thus do not require a response from Benworth PR. Should a response be required, Paragraph 216 is denied. 217. Paragraph 217 does not pertain to Benworth PR and thus does not require a response. Should a response be required, Paragraph 217 is denied. 218. Paragraph 218 is denied. 219. Paragraph 219 is denied. Case 3:23-cv-01034-GMM Document 149 Filed 08/19/24 Page 37 of 46 Benworth PR’s Answer and Affirmative Defenses to the Amended Complaint Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al. Civil No. 23-01034 (GMM) Page 38 of 46 220. Paragraph 220 is denied. 221. Paragraph 221 is denied. 222. Paragraph 222 is denied. 223. Paragraph 223 is denied. 224. Paragraph 224 is denied. Benworth PR affirmatively alleges that it filed a Certificate of Organization and Certificate of Formation of a Limited Liability Company with the Government of Puerto Rico Department of State on June 28, 2021. 225. Paragraph 225 is denied. 226. Paragraph 226 is denied. 227. Paragraph 227 is denied. 228. Paragraph 228 is denied. 229. Paragraph 229 is denied. COUNT II – CONSTRUCTIVE FRAUDULENT TRANSFER (Against Benworth PR and Benworth FL) 230. Benworth PR incorporates its responses to paragraphs 1 through 229 as if fully stated herein. 231. Paragraph 231 is denied. 232. Paragraph 232 is denied. 233. Paragraph 233 is denied. 234. Paragraph 234 is denied. 235. Paragraph 235 is denied. 236. Paragraph 236 is denied. 237. Paragraph 237 is denied. Case 3:23-cv-01034-GMM Document 149 Filed 08/19/24 Page 38 of 46 Benworth PR’s Answer and Affirmative Defenses to the Amended Complaint Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al. Civil No. 23-01034 (GMM) Page 39 of 46 238. Paragraph 238 is denied. 239. Paragraph 239 is denied. Benworth PR affirmatively alleges that it filed a Certificate of Organization and Certificate of Formation of a Limited Liability Company with the Government of Puerto Rico Department of State on June 28, 2021. 240. Paragraph 240 is denied. COUNT III – DECLARATORY JUDGMENT – ALTER EGO OR SUCCESSOR (Against Benworth PR and Benworth FL) 241. Benworth PR incorporates its responses to paragraphs 1 through 240 as if fully stated herein. 242. Paragraph 242 is denied. 243. Paragraph 243 is denied. 244. Paragraph 244 is denied. 245. Paragraph 245 is denied. 246. Paragraph 246, including its subsections (a) through (n), is denied. 247. Paragraph 247 is denied. 248. Paragraph 248 is not a factual averment and thus does not require a response. Should a response be required, Benworth PR denies Paragraph 248. COUNT IV – DECLARATORY JUDGMENT – VEIL PIERCING (Against Bernardo Navarro, Claudia Navarro, and Benworth PR) 249. Benworth PR incorporates its responses to paragraphs 1 through 248 as if fully stated herein. 250. Paragraph 250 is denied. 251. Paragraph 251 is denied. 252. Paragraph 252 is denied. Case 3:23-cv-01034-GMM Document 149 Filed 08/19/24 Page 39 of 46 Benworth PR’s Answer and Affirmative Defenses to the Amended Complaint Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al. Civil No. 23-01034 (GMM) Page 40 of 46 253. Paragraph 253 is denied. 254. Paragraph 254 is denied. 255. Paragraph 255 is not a factual averment and is denied. PRAYER FOR RELIEF 256. Paragraph 256 is denied. Womply is not entitled to any of the relief sought in the Amended Complaint. JURY TRIAL DEMAND Benworth PR demands trial by jury on all issues and counts. BENWORTH PR’S AFFIRMATIVE DEFENSES FIRST AFFIRMATIVE DEFENSE (Lack of Subject Matter Jurisdiction) The Amended Complaint, and each purported cause of action alleged therein, is barred, in whole or in part, because there is no subject-matter jurisdiction over Womply’s claims. Womply must establish “as a matter of black letter law, . . . the citizenship of all of its members” to establish diversity jurisdiction. BRT Mgmt. LLC v. Malden Storage LLC, 68 F.4th 691, 693 (1st Cir. 2023). Here, Womply alleges that its sole member is Oto Holdco, LLC, whose sole member is SCAT20210724, LLC, whose sole member is “AltoIRA Custodian” for the benefit of Toby Scammell’s Roth IRA retirement account. Womply, however, has not established the citizenship of “AltoIRA” or that the citizenship of a beneficiary of a Roth IRA retirement account is sufficient to establish diversity. SECOND AFFIRMATIVE DEFENSE (Unclean Hands) The Amended Complaint, and each purported cause of action alleged therein, is barred, in whole or in part, by the doctrine of unclean hands. Specifically, the fees Womply seeks from Case 3:23-cv-01034-GMM Document 149 Filed 08/19/24 Page 40 of 46 Benworth PR’s Answer and Affirmative Defenses to the Amended Complaint Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al. Civil No. 23-01034 (GMM) Page 41 of 46 Benworth FL include fees gained through fraudulent applications for PPP loans that Womply referred. The SBA has denied the guaranteed purchase of thousands of Womply-referred loans totaling more than $51 million, and it may deny an additional $68 million more. Thus, if the SBA ultimately does not buyback these loans, Benworth FL will have to refund the principal loan amounts that the Federal Reserve advanced to Benworth FL for funding these Womply-referred fraudulent PPP loans. THIRD AFFIRMATIVE DEFENSE (Ripeness) The Amended Complaint, and each purported cause of action alleged therein, is barred, in whole or in part, because Womply’s claims are not ripe because the issue of whether Benworth FL is a debtor of Womply has not yet been confirmed under the Federal Arbitration Act. FOURTH AFFIRMATIVE DEFENSE (Reasonable Actions and Good Faith) The Amended Complaint, and each purported cause of action alleged therein, is barred, in whole or in part, because Benworth PR’s conduct was at all times reasonable, proper, in good faith, and in compliance with applicable law. FIFTH AFFIRMATIVE DEFENSE (Good Faith and Fair Value) The Amended Complaint, and each purported cause of action alleged therein, is barred, in whole or in part, because Benworth PR’s conduct was at all times made in good faith and that reasonably equivalent value was received in exchange for the transfers referenced in the Amended Complaint. Case 3:23-cv-01034-GMM Document 149 Filed 08/19/24 Page 41 of 46 Benworth PR’s Answer and Affirmative Defenses to the Amended Complaint Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al. Civil No. 23-01034 (GMM) Page 42 of 46 SIXTH AFFIRMATIVE DEFENSE (Lack of Insolvency) The Amended Complaint, and each purported cause of action alleged therein, is barred, in whole or in part, because the transfers referenced in the Amended Complaint did not render Benworth FL insolvent. Thus, Womply’s claim against Benworth PR related to piercing the corporate veil fails ab initio. SEVENTH AFFIRMATIVE DEFENSE (Ordinary Course of Business) The Amended Complaint, and each purported cause of action alleged therein, is barred, in whole or in part, because the transfers referenced in the Amended Complaint were made in the ordinary course of business. Thus, Womply’s claim against Benworth PR related to piercing the corporate veil fails ab initio. EIGHTH AFFIRMATIVE DEFENSE (Lack of Fraudulent Intent) The Amended Complaint, and each purported cause of action alleged therein, is barred, in whole or in part, because Benworth FL lacks the intent to defraud creditors. Thus, Womply’s claim against Benworth PR related to piercing the corporate veil fails ab initio. NINTH AFFIRMATIVE DEFENSE (Subsequent Good Faith Transferee) The Amended Complaint, and each purported cause of action alleged therein, is barred, in whole or in part, because the subsequent transferee took the funds in good faith and for value, without knowledge of the alleged fraud. Thus, Womply’s claim against Benworth PR related to piercing the corporate veil fails ab initio. Case 3:23-cv-01034-GMM Document 149 Filed 08/19/24 Page 42 of 46 Benworth PR’s Answer and Affirmative Defenses to the Amended Complaint Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al. Civil No. 23-01034 (GMM) Page 43 of 46 TENTH AFFIRMATIVE DEFENSE (Payment of Legitimate Debt) The Amended Complaint, and each purported cause of action alleged therein, is barred, in whole or in part, because the transfers referenced in the Amended Complaint were not fraudulent but, instead, were made to pay off a legitimate obligation under Benworth FL’s loan servicing agreements with Benworth PR. Thus, Womply’s claim against Benworth PR related to piercing the corporate veil fails ab initio. ELEVENTH AFFIRMATIVE DEFENSE (Separate Financial Records) The alter ego or successor and veil piercing claims (Counts III and IV) in the Amended Complaint are barred, in whole or in part, because Benworth PR’s finances were kept separate from those of Benworth FL, Mr. Navarro, and Mrs. Navarro, indicating a clear distinction between the corporate entities. TWELFTH AFFIRMATIVE DEFENSE (No Commingling of Assets) The alter ego or successor and veil piercing claims (Counts III and IV) in the Amended Complaint are barred, in whole or in part, because there was no commingling of corporate assets between Benworth PR, Benworth FL, Mr. Navarro, and Mrs. Navarro. THIRTEENTH AFFIRMATIVE DEFENSE (Legitimate Business Purpose) The alter ego or successor and veil piercing claims (Counts III and IV) in the Amended Complaint are barred, in whole or in part, against Benworth PR because it was formed and operated for legitimate business purposes and not to perpetrate fraud or evade obligations. Case 3:23-cv-01034-GMM Document 149 Filed 08/19/24 Page 43 of 46 Benworth PR’s Answer and Affirmative Defenses to the Amended Complaint Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al. Civil No. 23-01034 (GMM) Page 44 of 46 FOURTEENTH AFFIRMATIVE DEFENSE (Set Off) The damages Womply seeks are subject to a set off. The fees Womply seeks from Benworth FL include fees gained through missing loan files and fraudulent applications for PPP loans that Womply referred. The SBA has denied the guaranteed purchase of thousands of Womply-referred loans totaling more than $51 million, and it may deny an additional $68 million more. Thus, if the SBA ultimately does not buyback these loans, Benworth FL will have to refund the principal loan amounts that the Federal Reserve advanced to Benworth FL for funding these Womply-referred fraudulent PPP loans. Benworth FL asserts that Womply’s recovery should therefore be offset by the amount that Benworth FL is ultimately required to repay to the Federal Reserve. FIFTEENTH AFFIRMATIVE DEFENSE (Set Off) The damages Womply seeks are subject to a set off. Section 2.3 of the Referral Agreement and Section 2.3 of the Order Form provide that Womply shall return any fees paid by Benworth FL that the SBA or other governmental agency determines were not in compliance with applicable SBA and/or PPP Loan Program Requirements. Benworth FL has paid Womply approximately $465 million in fees and those fees are currently the subject of an investigation by the SBA and/or other governmental agencies. If the SBA and/or another governmental agency determines that the fees Benworth FL paid Womply, in whole or in part, were not in compliance with applicable SBA and/or PPP Loan Program Requirements, Womply must return those fees to Benworth FL and any damages awarded to Womply here should therefore be set off by the amount of fees that Womply is required to return to Benworth FL. Case 3:23-cv-01034-GMM Document 149 Filed 08/19/24 Page 44 of 46 Benworth PR’s Answer and Affirmative Defenses to the Amended Complaint Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al. Civil No. 23-01034 (GMM) Page 45 of 46 SIXTEENTH AFFIRMATIVE DEFENSE (Public Policy) The damages Womply seeks are barred, in whole or in part, because compelling Benworth FL to pay Womply fees would require Benworth FL to violate public policy. The SBA has an explicit, well-defined policy that specifically militates against the relief Womply seeks here. That public policy expressly provides that agents, including lender service providers, like Womply, are only entitled to fees from lenders in connection with SBA loans that are owed under agreements that were submitted to and approved by the SBA. See 13 C.F.R. §§ 103.5(a), (c); Small Business Administration, Office of Capital Access, SOP 50 10 6: Lender and Development Company Loan Programs at p. 185 (Oct. 1, 2020). Womply acted as an agent and lender service provider under the Parties’ Agreements. The relief Womply seeks here is the payment of fees under agreements that indisputably were never submitted to or approved by the SBA. Ordering Benworth FL to pay Womply those fees as damages here would thus require Benworth FL to violate the SBA’s explicit, well-defined policy. Accordingly, Womply is barred from recovering damages in this action from Benworth FL. CERTIFICATE OF SERVICE: We hereby certify that on this same date the foregoing reply was filed with the Clerk of the Court using the CM/ECF system, which will send notification of such filing to all attorneys and participants of record. RESPECTFULLY SUBMITTED. In San Juan, Puerto Rico, on August 19, 2024. CASELLAS ALCOVER & BURGOS PSC PO Box 364924 San Juan, PR 00936-4924 Tel. (787) 756-1400 Fax. (787) 756-1401 Case 3:23-cv-01034-GMM Document 149 Filed 08/19/24 Page 45 of 46 Benworth PR’s Answer and Affirmative Defenses to the Amended Complaint Oto Analytics, LLC v. Benworth Capital Partners PR LLC, et al. Civil No. 23-01034 (GMM) Page 46 of 46 rcasellas@cabprlaw.com cloubriel@cabprlaw.com /s/ Ricardo F. Casellas USDC-PR Bar No. 203114 /s/ Carla S. Loubriel Carrión USDC-PR Bar No. 227509 Counsel for Benworth Capital Partners PR, LLC Case 3:23-cv-01034-GMM Document 149 Filed 08/19/24 Page 46 of 46
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