Womply Reply in Support of Motion to Strike Affirmative Defenses (D.E. 168) — OTO Analytics v. Benworth

Record facts

U.S. District Court for the District of Puerto Rico · No. 3:23-cv-01034-GMM · Doc. 168 · 2024-10-01 · Docket on CourtListener

Summary

Plaintiff Oto Analytics, LLC's reply in further support of its motion to strike the defendants' affirmative defenses of unclean hands, set off and public policy, filed October 1, 2024 as Document 168 in Oto Analytics, LLC v. Benworth Capital Partners PR, LLC, No. 3:23-cv-01034-GMM, in the U.S. District Court for the District of Puerto Rico. It responds to the defendants' Joint Opposition (ECF No. 163) to the motion (ECF No. 162). Womply argues that the defenses seek to eliminate or reduce a debt owed by Benworth FL that was already resolved in the Arbitration, and that allowing them would be prejudicial and inconsistent with the Federal Arbitration Act. It also contends that Benworth PR and Mrs. Navarro's contingent theory of standing fails. The 17-page filing includes a table of contents, a table of authorities and a certificate of service.

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IN THE UNITED STATES DISTRICT COURT 
FOR THE DISTRICT OF PUERTO RICO 
 
OTO ANALYTICS, LLC,  
Plaintiff, 
v. 
BENWORTH CAPITAL PARTNERS PR, 
LLC; BENWORTH CAPITAL PARTNERS, 
LLC; BERNARDO NAVARRO and 
CLAUDIA NAVARRO, 
Defendants. 
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. 
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Civil No. 23-01034 (GMM) cons. Civil 
No. 24-01313 (GMM) 
 
 
 
 
 
 
 
 
  
 
PLAINTIFF OTO ANALYTICS, LLC’S REPLY IN FURTHER SUPPORT OF ITS 
MOTION TO STRIKE DEFENDANTS’ AFFIRMATIVE DEFENSES OF 
UNCLEAN HANDS, SET OFF, AND PUBLIC POLICY 
Case 3:23-cv-01034-GMM     Document 168     Filed 10/01/24     Page 1 of 17

 
 
Alexander L. Cheney (admitted pro hac vice) 
333 Bush St 
San Francisco, CA 94104 
(415) 858-7400 
acheney@willkie.com 
Stuart R. Lombardi (admitted pro hac vice) 
Willkie Farr & Gallagher LLP 
787 7th Avenue 
New York, NY 10019 
(212) 728-8000 
slombardi@willkie.com 
Joshua S. Levy (admitted pro hac vice) 
1875 K Street, N.W. 
Washington, D.C. 20006 
(202) 303-1000 
jlevy@willkie.com 
Dated: September 30, 2024 
Alejandro J. Cepeda Diaz 
USDC-PR 222110 
McConnell Valdés LLC 
270 Muñoz Rivera Ave. 
Hato Rey PR 00918 
Tel: (787) 250-5637 
Email: ajc@mcvpr.com 
 
Attorneys for Plaintiff and Defendant in 
Intervention Oto Analytics, LLC  
 
 
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TABLE OF CONTENTS 
PRELIMINARY STATEMENT .....................................................................................................1 
ARGUMENT ...................................................................................................................................1 
I. 
This Court Should Strike Defendants’ Affirmative Defenses. ............................................1 
A. 
Defendants Admit That The Affirmative Defenses Seek To “Eliminate Or 
Reduce” The Debt Owed To Womply, Which Was Already Resolved In The 
Arbitration. ...............................................................................................................1 
B. 
Permitting The Affirmative Defenses To Survive Would Be Prejudicial To 
Womply....................................................................................................................8 
II. 
Benworth PR And Mrs. Navarro’s Contingent Theory Of Standing Fails. .........................9 
CONCLUSION ..............................................................................................................................10 
CERTIFICATE OF SERVICE ......................................................................................................12 
 
 
 
 
 
 
 
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TABLE OF AUTHORITIES 
Cases 
Page(s) 
Am. Bd. of Internal Medicine v. Salas-Rushford, 
2021 WL 2892837 (D.P.R. July 9, 2021) ................................................................................10 
Asphaltos Trade, S.A. v. Bituven P.R., LLC, 
2021 WL 965645 (D.P.R. Mar. 15, 2021) .............................................................................8, 9 
Compton v. Swanson, 
57 F. App’x 302 (9th Cir. 2003) ................................................................................................9 
Dialysis Access Ctr., LLC v. RMS Lifeline, Inc., 
932 F.3d 1 (1st Cir. 2019) ......................................................................................................6, 7 
Glassman v. Safeco Ins. Co. of Am., 
90 Cal. App. 5th 1281 (2023) ....................................................................................................4 
Gomez v. Bird Auto., LLC, 
411 F. Supp. 3d 1332 (S.D. Fla. 2019) ......................................................................................6 
Manganella v. Evanston Ins. Co., 
700 F.3d 585 (1st Cir. 2012) ......................................................................................................2 
Marrero-Rolon v. Autoridad de Energia Electrica de P.R., 
2017 WL 3584890 (D.P.R. Jan. 3, 2017)...................................................................................9 
Mathew Enterp., Inc. v. Chrysler Grp, LLC, 
250 F. Supp. 3d 409 (N.D. Cal. 2017) .......................................................................................6 
Ribadeneira v. New Balance Athletics, Inc., 
65 F.4th 1 (1st Cir. 2023) ...........................................................................................................2 
Safeguard Props. Mgmt., LLC v. MidFirst Bank, 
2017 WL 4541592 (N.D. Ohio Oct. 11, 2017) ..........................................................................7 
Silva v. Manley Berenson Bontehiedra Mgmt., 
2005 WL 8167859 (D.P.R. Apr. 25, 2005) ..............................................................................10 
Teamsters Local Union No. 42 v. Supervalu, Inc., 
212 F.3d 59 (1st Cir. 2000) ........................................................................................................7 
Statutes and Rules 
9 U.S.C. § 9 ......................................................................................................................................7 
9 U.S.C. § 10 ....................................................................................................................................7 
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Fed R. Civ. P. 64(b) .........................................................................................................................4 
P.R. Code of Civ. P. R. 56.1 ............................................................................................................4 
 
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Womply respectfully submits this Reply to Defendants’ Joint Opposition (“Opposition” or 
“Opp.”; ECF No. 163) to Womply’s Motion To Strike Defendants’ Affirmative Defenses Of 
Unclear Hands, Set Off, And Public Policy (“Motion” or “Mot.”; ECF No. 162).1 
PRELIMINARY STATEMENT 
Defendants admit that they seek to use the Affirmative Defenses “to either eliminate or 
reduce the purported debt owed to Womply” by Benworth FL, which was the subject of the 
Arbitration.  (Opp. at 10.)  Benworth FL either made the same arguments underlying the 
Affirmative Defenses in the Arbitration, and had them rejected by the Arbitrator, or it failed to 
raise them.  Either way, Defendants are not permitted to relitigate in this action the existence or 
amount of Benworth FL’s debt when that issue has already been resolved by the Arbitrator.  
Allowing Defendants to relitigate that issue here would not only prejudice Womply, it also would 
violate the binding arbitration agreement and the Federal Arbitration Act. 
ARGUMENT 
I. 
The Opposition Confirms That This Court Should Strike the Affirmative Defenses. 
A. 
Defendants Admit That The Affirmative Defenses Seek To “Eliminate Or 
Reduce” The Debt Owed To Womply, Which Was Already Resolved In The 
Arbitration. 
Defendants concede that the Affirmative Defenses do not relate to any of Womply’s causes 
of action in this case.  In their Opposition, Defendants admit that the Affirmative Defenses are 
“alleged to either eliminate or reduce the purported debt owed to Womply.”  (Opp. at 10.)  But the 
existence and amount of Benworth FL’s debt to Womply was the subject of and resolved in the 
Arbitration.  Defendants admit this as well.  In their failed motions to dismiss this action during 
the pendency of the Arbitration, Defendants represented to this Court that “whether Benworth FL 
 
1 All capitalized terms have the same meanings as in Womply’s Motion, unless otherwise indicated. 
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owes a debt to Womply is the controversy at the heart of the pending Arbitration.”  (Benworth 
PR’s Mot. to Dismiss (“MTD”; ECF No. 34) at 8; see also id. at 6; Benworth FL’s Mot. for Joinder 
to Mot. to Dismiss (ECF No. 35) at 4; Joint Reply in Support of Mot. to Dismiss (“MTD Reply”; 
ECF No. 61) at 3; Navarros’ Mot. for Joinder to Mot. to Dismiss and Joint Reply (ECF No. 90) at 
4.)  What is more, Benworth FL raised in that Arbitration the same Fee Cap Argument, Lender 
Service Provider Argument, and Fraudulent Loan Argument that underlie the Affirmative 
Defenses here.  (See Mot. at 4–6.)  The Arbitrator rejected all of those arguments.2 
In their Opposition, Defendants now argue that they are not estopped from raising those 
same arguments here, because Benworth FL did not actually litigate to resolution some of the 
arguments made in the Affirmative Defenses.  (See Opp. at 7–8.)  Benworth FL did unsuccessfully 
raise those same arguments in the Arbitration.  (See infra at 8.)  But, in any event, Defendants 
misunderstand issue preclusion.  The analysis here is not whether Defendants raised in the 
Arbitration the precise arguments they now make in the Affirmative Defenses; it is “whether a 
party has had a full and fair opportunity for judicial resolution of” the issues the Affirmative 
Defenses seek to address—that is, the existence and amount of the debt owed to Womply.  
Manganella v. Evanston Ins. Co., 700 F.3d 585, 591 (1st Cir. 2012) (cleaned up; collecting cases).  
Benworth FL had a full and fair opportunity to litigate the existence and amount of the debt, 
including the opportunity to raise the same arguments it is raising now, so it would “be unfair” to 
Womply, which “shouldered the effort and expense of the arbitration proceedings until their 
conclusion, only to find that [it] still face[s] the risk of having to relitigate the same issues in a 
 
2 Benworth FL also pursued its Loan File Claim, in response to which the Arbitrator granted 
Benworth FL the declaratory relief it sought.  Womply complied with the Arbitrator’s order by 
producing loan files to Benworth FL, which Defendants do not dispute.  (See Mot. at 5–6.) 
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judicial forum.”  Ribadeneira v. New Balance Athletics, Inc., 65 F.4th 1, 16 (1st Cir. 2023) 
(collecting cases). 
Notably, in asking this Court to dismiss or stay this action during the Arbitration, 
Defendants agreed that this Court cannot resolve issues concerning the existence or amount of 
Benworth FL’s debt to Womply.  In asking this Court to dismiss this action pending the outcome 
of the Arbitration, Defendants argued that this Court “is barred from side-stepping the Arbitration 
and adjudicating the merits of whether Benworth FL is indebted to Womply.”  (MTD at 2; see also 
id. at 7 (“this Court cannot rule on the merits of the underlying debt claimed by Womply”); MTD 
Reply at 3.)  Defendants also recognized that the determination of the existence and amount of 
Benworth FL’s debt in the Arbitration would have a “preclusive” effect and would “undoubtedly 
clarify and perhaps simplify the remaining issues which must be litigated.”  (MTD at 8–9 (cleaned 
up).)   
Now that Benworth FL lost the Arbitration, Defendants have changed their tune.  With the 
Affirmative Defenses, Defendants now seek to have this Court “eliminate or reduce the purported 
debt owed to Womply” (Opp. at 10), which is precisely what Defendants acknowledged repeatedly 
that this Court cannot do.  Defendants rely on a limited carveout in the Arbitration Agreement 
between Benworth FL and Womply allowing the parties to “seek injunctive or other equitable 
relief,” and claim that the Affirmative Defenses “seek[] equitable or injunctive relief from 
Womply’s request for the equitable remedy of an attachment of Defendants’ assets.”  (Opp. at 4–
5.)  In addition to contradicting Defendants’ earlier position that the Arbitration Agreement 
precluded this Court from addressing the existence or amount of the debt owed to Womply, this 
argument suffers from at least five additional fatal deficiencies.   
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First, the Affirmative Defenses assert defenses to Benworth FL having to pay Womply the 
debt owed under their contracts, but that is not the debt at issue in this case.  Rather, now that the 
Arbitrator has conclusively resolved the underlying contract dispute, Benworth FL’s debt to 
Womply has been finally determined and set in the Final Award.  Under California law, which 
undisputedly governed the Arbitration (see Mot. at 4, 13), the Final Award represents a new debt 
that Womply seeks to recover.  See Glassman v. Safeco Ins. Co. of Am., 90 Cal. App. 5th 1281 
(2023), as modified (May 17, 2023) (holding that, “in matters subject to contractual arbitration,” 
the “final award[] itself becomes a new contractual obligation or fixed liability regardless of the 
individual elements that comprised that liability”) (collecting cases).  The only question in this 
case is whether Womply can recover that debt from Defendants under fraudulent transfer, veil 
piercing, or alter ego theories. 
Defendants can (and have) asserted other affirmative defenses to the fraudulent transfer 
and declaratory judgment claims that Womply asserts in this litigation.  Womply has not moved 
to strike those affirmative defenses, which include (among others) reasonable actions and good 
faith, lack of insolvency, ordinary course of business, lack of fraudulent intent, subsequent good 
faith transferee, payment of legitimate debt, separate financial records, and no commingling of 
assets.  (Benworth FL’s Answer at 36–41.)  But what Defendants cannot do is assert the 
Affirmative Defenses that ask this Court to reconsider whether and to what extent Benworth FL 
must pay Womply under the Agreements.  Defendants do not (and cannot) cite any authority 
providing that a defendant can assert affirmative defenses regarding an issue that has already been 
resolved in arbitration. 
Second, Defendants mischaracterize the nature and import of Womply’s reference to an 
“attachment” of assets in the prayer for relief of its Complaint.  Attachment is not a cause of action 
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against which affirmative defenses can be raised.  It is a prejudgment remedy that Womply could, 
but has not, moved for.  See Fed R. Civ. P. 64(b); P.R. Code of Civ. P. R. 56.1 (P.R. Laws Ap. tit. 
32A, § III, Rule 56.1).  Defendants know this.  In earlier briefing to this Court, Defendants 
explained that prejudgment attachment “is not a claim in itself, but rather a provisional remedy to 
secure a potential judgment in this case, the issuance of which would be discretionary under 
applicable law.”  (MTD Reply at 2.)  Defendants further noted that, because Womply had not 
moved for prejudgment attachment, “Womply has not properly requested prejudgment attachment 
in this case pursuant to Federal Rule of Civil Procedure 64(b) or, consequently, Puerto Rico Rule 
of Civil Procedure 56, P.R. Laws Ann. Tit. 32, Ap. V, § 56.”  (Id. at 2–3.)  And Defendants 
explained that, if Womply were to move for prejudgment attachment in this case, this Court would 
have to evaluate the merits of Womply’s claims, except that it could not evaluate whether 
Benworth FL owed Womply a debt: 
Under the applicable Puerto Rico rules, the lawfulness of a 
prejudgment attachment depends on the validity of the plaintiff’s 
claim against the defendant-attachee.  The Court would be called to 
determine whether Womply’s claims have sufficient merit to 
warrant awarding the provisional remedy of prejudgment 
attachment.  The existence of any debt owed to Womply is an 
element crucial to the validity of each of the claims asserted in the 
Complaint, and a matter entirely subject to arbitration that 
perforce cannot be adjudicated by this Court. 
(Id. at 3 (cleaned up; emphasis added).)  For these reasons, in March 2023, while the Arbitration 
was pending, Defendants argued in this case that, even if Womply were to move for prejudgment 
attachment, this case nevertheless should be stayed until the Arbitrator resolved the preliminary 
issue of whether and to what extent Benworth FL must pay Womply—an issue that Defendants 
admitted this Court could not resolve.  (See MTD at 8–10.)  In response, Womply consented to 
Defendants’ request for a stay (ECF Nos. 49, 91, 95), and this Court stayed this case pending the 
outcome of the Arbitration (ECF No. 96).  
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The Arbitrator has now resolved the issue of Benworth FL’s debt to Womply, which in 
Defendants’ own words is “an element crucial to the validity of each of the claims asserted in the 
Complaint, and a matter entirely subject to arbitration that perforce cannot be adjudicated by this 
Court.”  (MTD Reply at 3.)  And it is settled law that “[f]inal arbitral award are afforded the same 
preclusive effects as are prior court judgments.”  (Mot. at 11 (quoting Manganella, 700 F.3d at 
591).)  Defendants do not and cannot offer any explanation for how this Court was precluded from 
adjudicating the debt owed to Womply during the Arbitration, but can adjudicate that issue now, 
after the Arbitration has concluded.  Defendants’ argument should be seen for what it is: a total 
about-face; a plea for a mulligan on an issue they already admitted would be (and now has been) 
conclusively determined in the Arbitration. 
Moreover, even if Womply were to move for prejudgment attachment, Defendants may 
only invoke affirmative defenses directed at causes of action, not remedies.  As Defendants admit, 
“an affirmative defense is a defense that ‘precludes liability.’”  (Opp. at 9 n.4 (emphasis added) 
(quoting Asphaltos Trade, S.A. v. Bituven P.R., LLC, 2021 WL 965645, at *3 (D.P.R. Mar. 15, 
2021))); see also Gomez v. Bird Auto., LLC, 411 F. Supp. 3d 1332, 1339 (S.D. Fla. 2019) (“An 
affirmative defense does not negate the elements of the plaintiff’s claim, but instead precludes 
liability even if all of the elements of the plaintiff’s claim are proven.”) (cleaned up) (quoting 
Roberge v. Hannah Marine Corp., 124 F.3d 199, 199 (6th Cir. 1997)); Mathew Enterp., Inc. v. 
Chrysler Grp, LLC, 250 F. Supp. 3d 409, 416 (N.D. Cal. 2017) (same).  A so-called “defense that 
points out a defect in the plaintiff’s prima facie case is not an affirmative defense.”  Mathew 
Enterp., 250 F. Supp. 3d at 416 (citing Zivkovic v. S. Cal. Edison Co., 302 F.3d 1080, 1088 (9th 
Cir. 2002); Flav–O–Rich v. Rawson Food Serv., Inc., 846 F.2d 1343, 1349 (11th Cir. 1988); 
Masuen v. E.L. Lien & Sons, Inc., 714 F.2d 55, 57 (8th Cir. 1983)). 
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Third, allowing Defendants to relitigate the debt owed to Womply would violate the 
Federal Arbitration Act (“FAA”) and First Circuit precedent, which hold that a court’s review of 
an arbitration award “is extremely narrow and exceedingly deferential.”  Dialysis Access Ctr., LLC 
v. RMS Lifeline, Inc., 932 F.3d 1, 9 (1st Cir. 2019) (cleaned up); see also Teamsters Local Union 
No. 42 v. Supervalu, Inc., 212 F.3d 59, 61 (1st Cir. 2000) (“Arbitral awards are nearly impervious 
to judicial oversight.”).  “[C]ourts are not authorized to reconsider the merits of arbitration 
awards.”  Dialysis Access, 932 F.3d at 9 (cleaned up).  The FAA “offers very limited reasons to 
vacate an arbitration award,” id., and the proper procedural mechanism to obtain that review is a 
petition to confirm or vacate an award.  9 U.S.C. §§ 9–10.  Womply and Benworth FL have filed 
competing petitions to confirm and to vacate, respectively, the Final Award in the United States 
District Court for the Northern District of California.   Case Nos. 3:24-cv-03975-AMO, 3:24-cv-
04840-AMO (N.D. Cal.).  Therefore, to the extent the Arbitrator’s decision regarding the existence 
or amount of the debt owed to Womply is subject to any judicial consideration, it is in that court.   
Fourth, striking the Affirmative Defenses would not require this Court to dismiss this 
action in favor of arbitration.  (Opp. at 6.)  Defendants rely on Safeguard Props. Mgmt., LLC v. 
MidFirst Bank, 2017 WL 4541592, at *2 (N.D. Ohio Oct. 11, 2017), but in that case, the 
affirmative defenses at issue were being litigated in a pending arbitration.  The Safeguard court 
held that the affirmative defenses were intertwined with the non-arbitrable claims, and therefore 
the court ordered that the “case is dismissed without prejudice and may be re-filed, if appropriate, 
following completion of arbitration.”  2017 WL 4541592, at *2.  Here, unlike in Safeguard, the 
Arbitrator has already resolved the arbitrable claims and defenses related to the debt owed to 
Womply.  In fact, Defendants already obtained a stay of this case while those issues were litigated 
in the Arbitration.  The Arbitration has concluded and the stay expired.  Therefore, there is no 
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reason to dismiss this case in favor of any arbitration, and the non-arbitrable claims in this case 
may proceed.  But they should not proceed with Affirmative Defenses that seek to relitigate the 
issues the Arbitrator already resolved.  
Finally, at a minimum, Benworth FL and Mr. Navarro are collaterally estopped from 
raising the Affirmative Defenses because they were already litigated and determined by the Final 
Award.  (See Opp. at 6–7; Mot. at 11.)  The unclean hands defense (Second Affirmative Defense) 
and first set off defense (Fourteenth Affirmative Defense) are both based on purportedly “missing 
loan files” for “PPP loans that Womply referred.”  (Benworth FL’s Answer at 37, 39–40; 
Mr. Navarro’s Answer at 35–36, 38–39.)  Defendants admit that “the Arbitrator determined that 
Benworth FL was entitled to the loan files” (Opp. at 7), and therefore concede that these defenses 
are precluded.  Defendants do not dispute that the Final Award addressed their public policy 
defense (Sixteenth Affirmative Defense) (id. at 8), which is likewise precluded. 
B. 
The Motion Establishes That Permitting The Affirmative Defenses To Survive 
Would Be Prejudicial To Womply. 
Defendants argue that this Court need not even consider Womply’s Motion because 
Womply failed to establish that the presence of the Affirmative Defenses would be “prejudicial” 
to Womply.  (Opp. at 3.)  That argument does not pass the straight-face test.  As Womply explained 
in its Motion, the Affirmative Defenses do not relate to the causes of action in this case, but instead 
seek to relitigate an issue that is subject to an Arbitration Agreement, was the subject of a more 
than three-year-long Arbitration, and has been fully resolved in that Arbitration.  (Mot. at 7, 13, 
15–16.)  It would be plainly prejudicial to require Womply to relitigate those issues in this Court. 
None of the cases Defendants cite suggest that Womply must provide some further 
explanation as to why the presence of the Affirmative Defenses would be prejudicial under these 
circumstances.  To the contrary, Defendants’ own authority confirms that affirmative defenses 
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that—like the Affirmative Defenses here—were already resolved or did not relate to the causes of 
action in the case should be struck without requiring a showing of prejudice.  See Asphaltos, 2021 
WL 965645, at *5, *7 (striking affirmative defenses already considered and rejected by the court 
“to avoid confusing already complex litigation,” and striking affirmative defenses to causes of 
action not asserted in the complaint).  Defendants’ authority also shows that courts will require a 
showing of prejudice to strike affirmative defenses for reasons not at issue here.  See id. at *2–4 
(refusing to strike affirmative defenses that are “boilerplate,” “simply a denial” of an allegation, 
or “redundant” where there is no prejudice to the moving party); Marrero-Rolon v. Autoridad de 
Energia Electrica de P.R., 2017 WL 3584890, at *2–3 (D.P.R. Jan. 3, 2017) (refusing to strike 
affirmative defenses that are “denials,” “bases upon which to file a motion to dismiss,” “pled in 
boilerplate fashion,” and a “reservations [that] have no legal significance”). 
II. 
Benworth PR And Mrs. Navarro’s Contingent Theory Of Standing Fails. 
Benworth PR and Mrs. Navarro admit that “they are not parties to the Agreement,” and do 
not dispute that nonparties ordinarily lack standing to assert claims under a contract.  (Opp. at 8–
9; Mot. at 13–14.)  They instead argue that “if Womply prevails on its claims to designate 
Benworth PR and Mrs. Navarro as the alter egos of Benworth FL, then Benworth PR and 
Mrs. Navarro have standing to assert the Affirmative Defenses.”  (Opp. at 9 (emphasis added).)  
Defendants are well aware that Benworth PR and Mrs. Navarro lack standing to bring such 
contingent defenses.  In their motion to dismiss briefing, Defendants argued that a party “lacks 
standing” to bring claims or defenses based on “‘uncertain and contingent events’” or “‘a 
hypothetical state of facts,’” that “‘may not occur as anticipated, or indeed may not occur at all.’”  
(MTD at 4, 7 (quoting Lincoln House, Inc. v. Dupre, 903 F.2d 845, 847 (1st Cir. 1990); In re Fin. 
Oversight & Mgmt. Bd. of P.R., 633 B.R. 463, 469 (D.P.R. 2021)).  Even if Benworth PR and Mrs. 
Navarro have standing to assert the Affirmative Defenses (which they do not), they cannot 
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challenge the Arbitrator’s decision regarding the existence and amount of the debt under the “law 
of the case doctrine even though [they] were not parties to the earlier [arbitration].”  Compton v. 
Swanson, 57 F. App’x 302, 303 (9th Cir. 2003) (citing Disimone v. Browner, 121 F.3d 1262, 1266 
(9th Cir. 1997)).  In any event, the Affirmative Defenses should be stricken for the reasons 
discussed in the Motion and above.3 
CONCLUSION 
For the foregoing reasons, and the reasons set forth in Womply’s Motion, Womply 
respectfully requests that this Court strike Defendants’ affirmative defenses of unclean hands, set 
off, and public policy. 
 
 
3 The Affirmative Defenses also fail as a matter of law.  Defendants try to rewrite their unclean 
hands defense to invent a “fraud issue[]” that “Womply deceiv[ed] Benworth FL regarding its 
technology platform.”  (Opp. at 10–11.)  This appears nowhere in Defendants’ Answers and thus 
“constitutes an impermissible attempt to amend [their] pleadings via [their] Opposition.”  Am. Bd. 
of Internal Medicine v. Salas-Rushford, 2021 WL 2892837, at *6 n.14 (D.P.R. July 9, 2021).  
Defendants “setoff defenses fail” because Womply does not owe any debts to Benworth FL.  (Opp. 
at 11.)  Defendants speculate that Womply could owe Benworth FL a debt in the future, but such 
“speculative averments proposed by defendants under the premise of affirmative defenses” have 
“no place in pleadings before this [C]ourt” and should be stricken.  Silva v. Manley Berenson 
Bontehiedra Mgmt., 2005 WL 8167859, at *1  (D.P.R. Apr. 25, 2005) (citing Alvarado-Morales 
v. Digital Equip. Corp., 843 F.2d 613–18 (1st Cir. 1988)). 
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Dated: October 1, 2024 
Of Counsel 
Willkie Farr & Gallagher LLP 
Alexander L. Cheney (admitted pro hac vice) 
333 Bush St 
San Francisco, CA 94104 
(415) 858-7400 
acheney@willkie.com 
Stuart R. Lombardi (admitted pro hac vice) 
Willkie Farr & Gallagher LLP 
787 7th Avenue 
New York, NY 10019 
(212) 728-8000 
slombardi@willkie.com 
Joshua S. Levy (admitted pro hac vice) 
1875 K Street, N.W. 
Washington, D.C. 20006 
(202) 303-1000 
jlevy@willkie.com 
Respectfully submitted, 
By: /s/ Alejandro J. Cepeda Diaz 
  
Alejandro J. Cepeda Diaz 
USDC-PR 222110 
McConnell Valdés LLC 
270 Muñoz Rivera Ave. 
Hato Rey PR 00918 
Tel: (787) 250-5637 
Email: ajc@mcvpr.com 
 
Attorneys for Plaintiff and Defendant in 
Intervention Oto Analytics, LLC  
 
 
 
Case 3:23-cv-01034-GMM     Document 168     Filed 10/01/24     Page 16 of 17

 
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CERTIFICATE OF SERVICE 
The undersigned certifies that on October 1st, 2024 the foregoing document was filed with 
the Clerk of the Court using CM/ECF, which sent notices to all parties receiving notifications 
through the CM/ECF system. 
 
Dated: October 1, 2024  
 
 
 
 
By: /s/ Alejandro J. Cepeda Diaz 
Attorney for Plaintiff and Defendant in 
Intervention Oto Analytics, LLC 
 
Case 3:23-cv-01034-GMM     Document 168     Filed 10/01/24     Page 17 of 17

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