Exhibit 3 — Womply's Opposition to Benworth's Motion to Stay — OTO Analytics v. Benworth (N.D. Cal. No. 3:24-cv-03975)

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U.S. District Court for the Northern District of California · No. 4:24-cv-03975-AMO · Doc. 56-4 · 2024-09-13 · Docket on CourtListener

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EXHIBIT 3 
Case 4:24-cv-03975-AMO     Document 56-4     Filed 09/13/24     Page 1 of 9

JAMS ARBITRATION 
 
OTO ANALYTICS, INC. d/b/a Womply, 
 
 
Claimant/Counter-Respondent, 
 
v. 
BENWORTH CAPITAL PARTNERS LLC, 
 
 
Respondent/Counter-Claimant. 
No. 1210038203 
 
WOMPLY’S OPPOSITION TO BENWORTH’S MOTION TO STAY 
Oto Analytics, Inc. d/b/a Womply (n/k/a Oto Analytics, LLC) (“Womply”), by and 
through its undersigned counsel, respectfully submits this opposition to Benworth Capital Partners 
LLC’s (“Benworth”) Motion to Stay the Arbitrator’s issuance of an interim award (the “Motion”).  
Benworth’s latest attempt to delay the resolution of this Arbitration, based on informal email 
correspondence with a single lawyer from the Small Business Administration (“SBA”), should be 
denied. 
Womply commenced this Arbitration more than two years ago, on August 25, 2021, and 
Womply anticipates that the Arbitrator will issue his interim award this Friday, September 15, 
2023.  (Hr’g Tr. at 1761:11–13 (“I am looking at probably September 15th, that will be my target 
date, for trying to get you an interim award.”).)  Now, with the Arbitration at the proverbial one-
yard line, Benworth seeks an indefinite stay pending a purported investigation into Womply’s fees 
by the SBA.  Benworth’s Motion is based on a single email from Eric Benderson, Associate 
General Counsel for Litigation at the SBA, in which he claims that the agency is looking into “the 
fees that Womply charged and its representations as to their nature and what services Womply 
rendered to earn them in light of the amount of fraudulent loans that resulted from the underwriting 
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and processing of those loans.”  (Motion Ex. A (Sep. 13, 2023 Benderson Email).)  
Mr. Benderson’s email further claims that the SBA has “a target date of December to complete 
our investigation as to Womply, although we cannot guarantee that is when we will conclude our 
investigation.”  (Id.)  This is nothing more than a new articulation of the same claim that Benworth 
made immediately before and during the merits hearing in an (unsuccessful) effort to postpone the 
hearing.  And the Arbitrator already indicated that informal communications—like 
Mr. Benderson’s email—claiming that the SBA has or is about to make a determination as to 
Womply’s fees would not be sufficient to justify a stay of these proceedings. 
As the Arbitrator may recall, Benworth has a history of relying on informal correspondence 
with Mr. Benderson to try to interfere with this case.1  On January 20, 2023, after the Arbitrator 
ordered Benworth to produce certain documents relevant to disputed issues, Benworth sought and 
obtained an email from Mr. Benderson directing Benworth not to produce those documents.  
Benworth relied on that email to defy the Arbitrator’s order.  (See Exhibit 1 (Benworth’s Jan. 20, 
2023 Ltr. to Arbitrator) at Ex. A.)  On the same day, Benworth asked for permission to disclose to 
the SBA certain deposition testimony protected from disclosure under the protective order in this 
case based on a letter from Mr. Benderson.  (See Exhibit 2 (Jan. 20, 2023 Benworth Ltr.).)  The 
circumstances surrounding that letter were highly suspicious.  Benworth represented to the 
Arbitrator that Mr. Benderson’s letter was dated January 3, 2023, but the letter Benworth submitted 
was actually dated January 20, 2023 (the same day as Benworth’s letter motion to the Arbitrator).  
Then, on January 27, 2023, Benworth submitted an identical copy of Mr. Benderson’s January 20 
letter, but this time it was dated January 3, 2023.  (See Exhibit 4 (Benworth’s Jan. 27, 2023 Ltr. to 
                                                 
1 Mr. Benderson is a former colleague of Benworth’s SBA counsel, Martin Teckler.  (See Exhibit 3 
(Mar. 14, 2023 Womply Ltr. to JAMS) at 8.) 
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Arbitrator) at 5.)  It therefore appears that Mr. Benderson provided Benworth with a backdated 
letter in aid of Benworth’s request to the Arbitrator.    
Before the merits hearing in this case, Womply expressed its concerns that Benworth may 
again call on Mr. Benderson to provide informal correspondence to delay this case.  During the 
pre-Arbitration conference on March 8, 2023, Benworth’s counsel made several inconsistent and 
unsupported representations concerning the SBA and its purported investigation.  First, he 
represented that Benworth intended to call Diana Seaborn, an SBA employee, to testify at the 
Arbitration hearing, and that she would present the SBA’s “determination” regarding the legality 
of Womply’s fees.  (See Exhibit 3 (Womply’s Mar. 14, 2023 Ltr. to JAMS) at 9–10.)  That 
representation was inconsistent with a brief Benworth filed shortly before the conference, in which 
it claimed that “Ms. Seaborn has not communicated with Benworth regarding her testimony,” and 
that “Benworth and Womply are on equal footing regarding Ms. Seaborn’s testimony [because] 
her testimony could be beneficial or harmful to either party.”  (Id. at 10 (quoting Benworth’s 
Mar. 6, 2023 Ltr. to Arbitrator).)  Benworth’s counsel then claimed that the SBA was going to 
decide the legality of Womply’s fees “by the end of this month.”  (Id. at 10.)  This appears to have 
been made up out of whole cloth.  The Arbitrator directed that, if Benworth submitted evidence 
supporting its claim that the SBA was about to make a determination as to Womply’s fees that 
would resolve issues in this case, he would consider whether to stay the Arbitration.  (Id. at 10–
11).)  Womply’s counsel expressed its concern that Benworth would seek a continuance based on 
informal correspondence from Mr. Benderson, which should carry little weight.  In response, the 
Arbitrator ordered that Benworth had until Friday, March 10, to prove that the SBA was 
investigating the legality of Womply’s fees, and the Arbitrator expressly stated that such proof 
would have to be an official statement by the SBA and not simply an email.  (Id.; see also Hr’g 
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Tr. 830:11–832:7.)  Benworth failed to provide any such evidence then, and it fails to provide it 
now. 
The events surrounding Benworth’s Motion and the Benderson email on which it relies 
also are highly suspicious.  Based on Benworth’s own Motion, it is evident that, just three days 
before the Arbitrator is scheduled to resolve the merits of the parties’ dispute, Benworth’s counsel 
sought informal correspondence from Mr. Benderson that Benworth hoped to use to delay this case 
further.  That correspondence shows that, on September 12, 2023, Benworth’s CEO—
Mr. Navarro—and his counsel met with certain undisclosed SBA representatives, including 
Mr. Benderson.  (See Motion Ex. A (Sep. 13, 2023 Benderson Email) (“I want to thank you, the 
other attorneys that represent Mr. Navarro and especially Mr. Navarro for taking the time to meet 
with us and answer with great candor the extensive questions that we asked in yesterday’s 
interview.”).)  The Motion does not disclose the details of that meeting, but it is safe to assume 
that Mr. Navarro and his counsel discussed Womply and sought to have the federal government 
investigate Womply’s fees—as it has done before.  (See Exhibit 5 (Benworth’s Nov. 21, 2022 Ltr. 
to Hon. James E. Clyburn) at 2 (“In addition, we request that Congress instruct the Small Business 
Administration (‘SBA’) to investigate Womply’s conduct connected to the Benworth relationship.  
Pursuant to the Lender and Development Company Loan Programs, the SBA committed to 
investigate any complaint concerning fees charged in connection with an SBA program like 
PPP.”).)  During or shortly after that meeting, at 3:54 PM on September 12, Benworth’s counsel 
sent a strikingly informal email to Mr. Benderson stating:  “Mr. Benderson, if you could let us 
know on the following questions asap, we would appreciate it.”  (See Motion Ex. A (Sep. 13, 2023 
Benderson Email).)  The three questions that followed were plainly designed to elicit a response 
that the SBA was “investigating whether the fees Womply collected from lenders were in 
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compliance with SBA and/or PPP loan program requirements.”  (Id.)  Mr. Benderson responded 
to Mr. Navarro’s counsel’s request less than 24 hours later, at 10:17 AM on September 13.  One 
hour and 13 minutes later—at 11:30 AM on September 13—Benworth filed its Motion.  This 
strongly suggests that Benworth had advance notice of what Mr. Benderson’s response would be 
and had already prepared its Motion before receiving Mr. Benderson’s email. 
Womply continues to be deeply troubled by the apparent close coordination between 
lawyers connected to Benworth and Mr. Navarro, on the one hand, and Mr. Benderson, on the 
other hand, and their collective efforts to interfere with this case.  It is unheard of for a lawyer of 
a government agency to disclose non-public information about a purported agency investigation 
to a third party, including the scope and timing of that investigation.  The SBA first announced 
that it was investigating Benworth, Womply, and other participants in the SBA in December 2022.  
(See JX312 (Dec. 8, 2022 SBA Press Release).)  Since then, Womply has consistently represented 
to the Arbitrator that the SBA has not communicated with Womply—let alone sought information 
from Womply—regarding any investigation into Womply, its services, or its fees.2  That remains 
true today—the SBA still has not contacted or otherwise communicated with Womply regarding 
any such investigation.  Mr. Benderson’s motivations to repeatedly provide Benworth with 
information and communications to aid it in this private commercial dispute—and to not engage 
with Womply—remain a mystery.  But that is an issue for the SBA or its Office of Inspector 
General, and not the Arbitrator, to consider. 
                                                 
2 The SBA’s only communication with Womply regarding its investigation are the two letters in 
which it claimed to be investigating Benworth, Womply, and other participants in the PPP.  Those 
letters have already been disclosed to the Arbitrator, and the Arbitrator did not find them to be a 
sufficient basis to stay this action.  (Hr’g Tr. 832:8–13.) 
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Further delay of the Arbitrator’s interim award would be extremely prejudicial to Womply.  
Womply commenced this arbitration more than two years ago seeking more than $150 million in 
fees from Benworth.  During the Arbitration, Womply discovered that Benworth’s claim that it 
was holding Womply’s fees “in trust” was false, and that Benworth had transferred more than $170 
million to a Puerto Rico entity formed by Mr. Navarro and his wife, rendering Benworth insolvent.  
(See Jan 17, 2023 Order No. 5 at 2.)  Womply has commenced litigation in the United States 
District Court for the District of Puerto Rico against Benworth, the Navarros, and others seeking 
prejudgment attachment and other relief.  Oto Analytics, LLC v. Benworth Capital Partners PR 
LLC et al, 3:23-cv-01034-GMM, ECF No. 1.  Benworth’s strategy has been to seek delay at every 
turn.  As discussed above, in an effort to avoid a merits hearing, Benworth first claimed the SBA 
had already made a determination as to the legality of Womply’s fees and then claimed it would 
make that determination by the end of the month.  Neither claim was true.  Then, just days before 
the Arbitration hearing, Benworth sought to cause further delay by seeking to disqualify the 
Arbitrator as biased.  JAMS rejected those allegations as unfounded and expressly stated that the 
delay caused by replacing the Arbitrator would be prejudicial to Womply.  (See Exhibit 6 (Mar. 
16, 2023 JAMS Order on Motion to Disqualify) at 2.)  In the Puerto Rico case, Mr. Navarro and 
his wife evaded service of process for months, forcing Womply to move for leave to serve them 
by publication, which the court granted.  Oto Analytics, LLC v. Benworth Capital Partners PR 
LLC et al, 3:23-cv-01034-GMM, ECF No. 77.  In addition, Benworth moved to dismiss the Puerto 
Rico case on March 29, 2023, arguing that Womply’s claims are not ripe because this Arbitration 
has not been resolved.  Oto Analytics, LLC v. Benworth Capital Partners PR LLC et al, 3:23-cv-
01034-GMM, ECF No. 35 at 4–5.  Its motion has been pending since, strongly suggesting that the 
Puerto Rico court is waiting for the Arbitrator to issue his decision in this case.  Meanwhile, 
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Benworth is asking the Arbitrator to stay this case indefinitely pending a purported SBA 
investigation that may or may not conclude in December.  Indeed, Mr. Benderson admits that 
December is simply a “target date” and that he “cannot guarantee that is when we will conclude 
our investigation.”3 
Finally, Womply respectfully requests that the Arbitrator not schedule oral argument on 
this matter.  Benworth claims that it “requires” oral argument, but it does not (because it cannot) 
explain why that would be helpful to the Arbitrator.  Now, more than two years after this case 
commenced, and more than five months after the Arbitration hearing, Womply is entitled to a 
decision on the parties’ claims and defenses.  Scheduling oral argument to discuss a single email 
from Mr. Benderson would cause unnecessary delay and severely prejudice Womply, which is 
precisely what Benworth seeks with its Motion.  
For the foregoing reasons, Womply respectfully requests that the Arbitrator deny 
Benworth’s Motion and issue his decision on the merits and interim award on September 15, 2023, 
or as soon thereafter as the decision is ready. 
 
 
 
                                                 
3 Benworth’s reliance on Naing Int’l Enters., Ltd. v. Ellsworth Assocs., Inc., 961 F. Supp. 1 (D.D.C. 
1997), to argue that it would be prejudiced if the arbitration is not stayed is misplaced.  The court 
in Naing found that the defendant was prejudiced when an arbitration panel refused to postpone 
an arbitration hearing for less than one month to allow the SBA to act on a report of the SBA 
Inspector General.  Id. at 4.  The SBA investigation at issue in Naing had a limited scope (whether 
the plaintiff qualified for the SBA’s 8(a) program) and a clear deadline (May 10, 1996), and the 
defendant moved for the postponement before the arbitration hearing took place.  Here, more than 
five months after the arbitration hearing, Benworth seeks an indefinite stay of an interim award to 
allow the SBA to conclude an investigation that may or may not be relevant to this arbitration and 
that has no firm deadline.   
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Dated: September 14, 2023 
Respectfully submitted, 
 
WILLKIE FARR & GALLAGHER LLP 
 
 
By: Alexander L. Cheney 
  
 
 
 
Alexander L. Cheney 
 
 
Tiffany Lin 
 
 
One Front Street 
 
 
San Francisco, California 94111 
 
 
(415) 858-7400 
 
 
acheney@willkie.com 
 
 
 
 
 
 
Joshua S. Levy 
 
 
1875 K Street, N.W. 
 
 
Washington, DC 20006 
 
 
(202) 303-1000 
 
 
jlevy@willkie.com 
 
 
 
 
 
 
Stuart Lombardi 
 
 
787 Seventh Avenue 
 
 
New York, NY 10019-6099 
 
 
(212) 728-8882 
 
 
slombardi@willkie.com 
 
 
 
 
Counsel for Claimant Oto Analytics, LLC 
 
 
d/b/a Womply (n/k/a Oto Analytics, Inc.) 
 
Case 4:24-cv-03975-AMO     Document 56-4     Filed 09/13/24     Page 9 of 9

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