Benworth Pr Rfp (Cgsh 8.23.24)

Source document: Benworth Pr Rfp (Cgsh 8.23.24); document type: Request for Production.

Full text

EXHIBIT 2
Case 3:23-cv-01034-GMM     Document 188-2     Filed 12/13/24     Page 1 of 18

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

FEDERAL RESERVE BANK OF SAN
FRANCISCO,

Plaintiff,

v.

BENWORTH CAPITAL PARTNERS PR
LLC, BENWORTH CAPITAL PARTNERS
LLC, BERNARDO NAVARRO and
CLAUDIA NAVARRO,

Defendants.
Civil No. 24-01313 (GMM)

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.

Case 3:23-cv-01034-GMM     Document 188-2     Filed 12/13/24     Page 2 of 18

2

PLAINTIFF FEDERAL RESERVE BANK OF SAN FRANCISCO’S
FIRST SET OF REQUESTS FOR PRODUCTION TO DEFENDANT BENWORTH
CAPITAL PARTNERS PR LLC
Pursuant to Rules 26 and 34 of the Federal Rules of Civil Procedure and Local
Rule 26, plaintiff Federal Reserve Bank of San Francisco (the “Reserve Bank”), by and through
its counsel, requests that defendant Benworth Capital Partners PR LLC (“Benworth PR”)
produce for examination, inspection and copying, within thirty (30) days of the service hereof,
all documents, electronically stored information, and tangible things described below (the
“Requests”) at the offices of O’Neill & Borges LLC, 250 Muñoz Rivera Ave., Ste. 800, San
Juan, PR 00918-1813, or at such other place or time, or in such other manner, as the parties
mutually agree. The following Requests are to be read in accordance with the Definitions and
Instructions below. The Reserve Bank reserves the right to serve additional Requests.
DEFINITIONS
The following Definitions apply throughout these Requests without regard to
capitalization.
1.
“2021 Transfer” refers to the transfer or transfers of approximately $171 million
from Benworth FL to Benworth PR in 2021, as referenced in Paragraph 2 of the Womply
Complaint.
2.
“ALSA” means the Amended Loan Servicing Agreement, dated September 23,
2021, by and between Benworth FL and Benworth PR.
3.
“B. Navarro Deposition” refers to the deposition of Mr. Navarro in the JAMS
Arbitration styled, Oto Analytics, Inc. (d/b/a Womply) v. Benworth Capital Partners LLC, Ref.
Case 3:23-cv-01034-GMM     Document 188-2     Filed 12/13/24     Page 3 of 18

3

No. 1210038203, on October 26, 2022, and December 16, 2022, including without limitation as
referenced in Paragraph 166 of the Womply Complaint.
4.
“B. Navarro Entity” refers to (i) any entity in which Mr. Navarro has or had
voting or operational Control, or shares or has shared such Control on a co-equal basis with
another, during the Relevant Time Period; (ii) any entity in which Mr. Navarro holds or held a
majority or co-equal ownership or equity interest, either directly or indirectly, during the
Relevant Time Period; or (iii) any trust or similar entity for which Mr. Navarro is or was a
trustee, beneficiary, or beneficial owner during the Relevant Time Period.
5.
“BDO Business” refers to the “business” with the accounting firm “BDO,” as
referenced in the B. Navarro Deposition at 348:15–349:23.
6.
“Benworth FL” refers to Benworth Capital Partners LLC and its members,
managers, agents, partners, owners, associates, employees, representatives, consultants,
predecessors in interest, successors, subsidiaries, assignees, licensees, or other persons acting or
purporting to act on their behalf, and all of their present or former subsidiaries, divisions, and/or
affiliates.
7.
“Benworth PR” refers to Benworth Capital Partners PR LLC and its members,
managers agents, partners, owners, associates, employees, representatives, consultants,
predecessors in interest, successors, subsidiaries, assignees, licensees, or other persons acting or
purporting to act on their behalf, and all of their present or former subsidiaries, divisions, and/or
affiliates.
Case 3:23-cv-01034-GMM     Document 188-2     Filed 12/13/24     Page 4 of 18

4

8.
“C. Navarro Entity” refers to (i) any entity in which Ms. Navarro has or had
voting or operational Control, or shares or has shared such Control on a co-equal basis with
another, during the Relevant Time Period; (ii) any entity in which Ms. Navarro holds or held a
majority or co-equal ownership or equity interest, either directly or indirectly, during the
Relevant Time Period; or (iii) any trust or similar entity for which Ms. Navarro is or was a
trustee, beneficiary, or beneficial owner during the Relevant Time Period.
9.
“Communication(s)” includes every manner or method of disclosure or transfer or
exchange of information however made. This includes without limitation statements, admissions,
denials, inquiries, discussions, conversations, negotiations, agreements, contracts, understandings
and meetings, regardless of whether such communications are or were conducted in person, by
telephone, mail, email, text message, chat, instant message, facsimile, personal delivery, or
otherwise.
10.
“Concern,” “evidence,” “refer, “relate to, “concerning,” “evidencing,” “referring,”
or “relating to” any given subject means all documents which assess, concern, constitute,
contain, describe, discuss, embody, evidence, identify, record, reflect, regard, show, state, or
refer or relate, directly or indirectly, in any way, to the subject matter identified.  “Control”
means (i) ownership, control, or power to vote 25 percent or more of the outstanding shares of
any class of voting securities of the entity, directly or indirectly or acting through one or more
other persons; (ii) control in any manner over the election of a majority of the directors, trustees,
or general partners (or individuals exercising similar functions) of the entity; (iii) the power to
exercise, directly or indirectly, a controlling influence (as that term is used in 12 U.S.C. §
Case 3:23-cv-01034-GMM     Document 188-2     Filed 12/13/24     Page 5 of 18

5

1841(a)(2)(C)) over the management or policies of the entity; or (iv) conditioning in any manner
the transfer of 25 percent or more of the outstanding shares of any class of voting securities of an
entity upon the transfer of 25 percent or more of the outstanding shares of any class of voting
securities of another entity. For purposes of these Requests, an entity is deemed to control voting
securities or assets owned, controlled, or held, directly or indirectly: (i) by the entity, or by any
subsidiary of the entity; (ii) that the entity has power to vote or to dispose of; (iii) in a fiduciary
capacity for the benefit of the entity or any of its subsidiaries; (iv) in a fiduciary capacity
(including by pension and profit-sharing trusts) for the benefit of the shareholders, members, or
employees (or individuals serving in similar capacities) of the entity or any of its subsidiaries.
11.
“Dividend Payments” refers to the Payment of any dividend by Benworth FL,
including without limitation to Mr. Navarro of “at least $48,240,502.75, a portion of which was
paid between 2021 and 2023” and dividends paid to Mr. Navarro of “at least $804,860.89
between January 1, 2024 and May 23, 2024,” as described in Paragraph 58 of the Reserve Bank
Complaint.
12.
“Document(s)” includes without limitation any Communications, writings,
drawings, graphs, charts, photographs, phone records, tape recordings, notes, diaries, calendars,
checkbooks, books, papers, accounts, audio, electronic or videotape recordings, emails, text
messages, and any computer-generated, computer-stored, or electronically-stored matter, and
other data compilations from which information can be obtained and translated, if necessary, into
reasonably useable form, including documents stored on laptop computers, personal digital
assistants (PDAs), Blackberrys, iPhones, iPads, and other similar devices.
Case 3:23-cv-01034-GMM     Document 188-2     Filed 12/13/24     Page 6 of 18

6

13.
“Financial Statements” refers to, without limitation, the following, whether
audited or unaudited and whether final, interim, pro forma, complete or partial:  consolidated,
consolidating or unconsolidated balance sheets, statements of earnings, revenues, profits and
losses, budgets, additional paid-in capital, retained earnings or source of application of funds,
cash flow statements, notes to each of such statements, and any and all other statements and
notes that relate to such Person’s past or present financial condition, including on a cash and
accrual basis.
14.
“LSA” refers to the Loan Servicing Agreement, dated May 31, 2021, by and
between Benworth FL and Benworth PR.
15.
“Mr. Navarro” refers to Defendant Bernardo Navarro.
16.
“Ms. Navarro” refers to Defendant Claudia Navarro.
17.
“Payment” means any and all exchanges of funds that may also be referred to as a
payment, coupon payment, special coupon payment, redemption payment, interest payment,
dividend payment, distribution payment, extraordinary interest payment, partial redemption
payment, principal repayment, rebate, loan, wire transfer and or fund transfer payment.
18.
“Person” or “Persons” or “Entity” or “Entities” includes without limitation all
natural persons, associations, businesses, groups, organizations, corporations, partnerships, or
other business associations and all other legal or governmental entities or associations.
19.
“Pre-Payment” means any Payment by Benworth FL to Benworth PR prior to
Benworth PR’s completion of services Concerning PPP loans, including without limitation as
alleged in Paragraph 57 of the Reserve Bank Complaint.
Case 3:23-cv-01034-GMM     Document 188-2     Filed 12/13/24     Page 7 of 18

7

20.
“Reserve Bank Complaint” means the Complaint filed by the Reserve Bank in
this action dated July 10, 2024.
21.
“SBA” refers to the United States Small Business Administration.
22.
“Solicitation Process” refers to the process by which Benworth FL solicited
proposals for the services ultimately performed by Benworth PR under the LSA and/or the
ALSA, including without limitation from “Professional Bank, Lendio, Lenders Cooperative and .
. . BDO,” as discussed in the B. Navarro Deposition at 285:4–287:16, 348:3–349:15.
23.
“Transfer Pricing Study” means the 2021 and 2022 Transfer Price Analyses
prepared by Forvis Mazars and identified in Benworth FL’s Rule 26(a) Initial Disclosures, as
well as any other transfer pricing studies or analyses sought or obtained by Benworth FL.
24.
“Womply Action” means the action styled Oto Analytics, LLC v. Benworth
Capital Partners PR LLC et al., Civil No. 23-01034 (D.P.R.).
25.
“Womply Complaint” means the Amended Complaint filed by Oto Analytics,
LLC (d/b/a Womply) on July 1, 2024 in the Womply Action.
26.
“You,” “Your,” or “Yours” refers to Benworth PR, as well as any former or
current owner, director, officer, employee, agent, trust, custodian, parent, subsidiary, affiliate,
predecessor, successor, attorney, accountant, representative, or other person(s) purporting to act
on Your behalf.
27.
To bring within the scope of these Requests all information that might otherwise
be construed to be outside of their scope, the following rules of construction apply: (i) the use of
masculine, feminine, or neuter pronouns shall not exclude other genders; (ii) the word
Case 3:23-cv-01034-GMM     Document 188-2     Filed 12/13/24     Page 8 of 18

8

“including” shall be read to mean including without limitation; (iii) the present tense shall be
construed to include the past tense and vice versa; (iv) references to members, managers,
employees, officers, directors, owners, agents, or representatives shall include both current and
former members, managers, employees, officers, directors, owners, agents, and representatives;
(v) the words “and” and “or” shall be construed in the conjunctive or disjunctive, whichever
makes the request more inclusive; (vi) the words “any” and “all” are interchangeable; (vii) the
use of the singular form of any word includes the plural and vice versa.
28.
Any other capitalized terms are used as defined in the Reserve Bank Complaint.
29.
All words and phrases not otherwise defined herein shall be construed in
accordance with their plain and ordinary meaning.
INSTRUCTIONS
1.
For the purpose of reading, interpreting, or construing the scope of these
Requests, the terms used shall be given their most expansive and inclusive interpretation.
2.
Unless instructed otherwise, each Request shall be construed independently and
not by reference to any other Request for the purpose of limitation or exclusion, except that each
Request shall not be construed to call for Documents that are called for by previous Requests.
3.
You must respond to each Request separately and fully, unless it is objected to. If
You object to any Request, or to any Definition or Instruction applicable thereto, state with
specificity the objection and legal basis for such objection with citations to appropriate legal
foundations for such objection. If You object to only a portion of the Request, or to any
Case 3:23-cv-01034-GMM     Document 188-2     Filed 12/13/24     Page 9 of 18

9

Definition or Instruction applicable thereto, answer the portion of the Request to which You do
not object.
4.
If, in responding to these Requests, You claim any ambiguity in interpreting a
Request, or in a Definition or Instruction applicable thereto, You should not use that claim as a
basis for refusing to respond, but You shall set forth as part of Your response to such Request the
language deemed to be ambiguous and the interpretation used in responding to the Request.
5.
In responding to these Requests, You are required to produce all requested
Documents in Your possession, custody, or control, including without limitation all requested
Documents in the possession, custody, or control of any of Your predecessors, successors,
assignees, principals, owners, employees, agents, attorneys, or other Persons acting or purporting
to act on Your behalf, regardless of location.
6.
If any portion of a Document is responsive to any Request, the entire Document
shall be produced.
7.
The Documents shall be produced as they are kept in the ordinary course of
business. A request for a Document shall be deemed to include a request for any and all file
folders or binders within which the Document was contained, transmittal sheets, cover letters,
exhibits, enclosures, or attachments to the Document in addition to the Document itself.
8.
All documents requested herein shall be produced in their entirety, along with any
attachments, drafts, and non-identical copies, including copies that differ due to handwritten
notes or other notes or markings.
Case 3:23-cv-01034-GMM     Document 188-2     Filed 12/13/24     Page 10 of 18

10

9.
In the event that a copy of a Requested Document is not identical to any other
copy of the same Document in Your possession, custody, or control, all non-identical copies
shall be produced. A Document shall be deemed to be within Your control if You have the right
to secure the Document or a copy of the Document from another person having possession or
custody of the Document.
10.
The fact that a Document is produced by another party does not relieve You of
Your obligation to produce Your copy of the same Document, even if the two Documents are
identical.
11.
If any of these Documents cannot be produced in full, produce them to the extent
possible, specifying the reasons for Your inability to produce the remainder and stating whatever
information, knowledge, or belief You have concerning the unproduced portion.
12.
If You withhold any of the requested Documents or portions of Documents under
a claim of privilege, immunity, or protection, including the attorney-client privilege or work-
product doctrine, You shall provide a written privilege log that sets forth the following
information: (i) each document withheld; (ii) the type of document withheld (memorandum,
letter, report, e-mail, etc.); (iii) the date of its creation, (iv) its subject matter; (v) its author; (vi)
all individuals who drafted, sent, received or were to receive any copy or version of it; and (vii)
the basis for withholding the document.
13.
If information is redacted or otherwise withheld from a Document produced in
response to a Request, You shall identify the redaction or otherwise withheld information by
Case 3:23-cv-01034-GMM     Document 188-2     Filed 12/13/24     Page 11 of 18

11

stamping the word “Redacted” on the Document at each place from which information has been
redacted or otherwise withheld, and separately log each such redaction on the privilege log.
14.
Documents, including but not limited to electronically stored information, shall be
produced as TIFF image files and document-level extracted text or optical character recognition
(OCR) text files for scanned documents and redacted documents, and shall be accompanied by
an image load file (OPT file) and a metadata load file (DAT file). Documents shall be delivered
on CD, DVD, USB, or hard drive media, or by file transfer protocol, with clearly marked Bates
ranges. The Reserve Bank is available to confer about a stipulation regarding electronically
stored information and a protective order and confidentiality agreement pursuant to Rule 26(c) of
the Federal Rules.
15.
Unless otherwise specified, these Requests pertain to the period January 1, 2020
to the present (the “Relevant Time Period”). A request for a Document shall be deemed a
Request for all non-identical versions created, implemented, in place, or under consideration
during the Relevant Time Period.
16.
If there are no documents responsive to any particular request, the response shall
state so in writing.
17.
In the event that any document called for by these Requests has been destroyed or
discarded, You shall provide a written document identifying the document so lost, discarded, or
destroyed as completely as possible, providing at least the following information: (i) the type of
document withheld; (ii) any addressor and addressee; (ii) any indicated or blind copy recipients;
(iii) the document’s date, subject matter, number of pages, and attachments or appendices; (iv)
Case 3:23-cv-01034-GMM     Document 188-2     Filed 12/13/24     Page 12 of 18

12

all Persons to whom the document was distributed, shown, or explained; (v) the document’s date
of destruction or discard, manner of destruction or discard, and reason for destruction or discard;
and (vi) the persons authorizing and carrying out such destruction or discard.
18.
These Requests are continuing in nature. If You discover further or different
information, You are required to serve supplementary and amended responses relevant to any of
these Request and/or produce additional Documents.
REQUESTS FOR PRODUCTION
1.
All monthly and annual statements for any and all bank accounts owned or
controlled by Benworth PR or for which Benworth PR is a beneficiary or beneficial owner.
2.
All financial and accounting records for Benworth PR, including without
limitation general ledgers, accounts receivable ledgers, and accounts payable ledgers.
3.
All Financial Statements for Benworth PR, including without limitation annual
reports submitted to La Oficina Comsionado de Instituciones Financieras, for the fiscal years (or
partial years) 2021, 2022, 2023, and 2024.
4.
All tax returns for Benworth PR, including without limitation all federal, state,
municipal, and territorial tax returns.
5.
All Documents and Communications Concerning Puerto Rico taxes.
6.
All Documents and Communications exchanged between You and the Puerto
Rico Department of the Treasury, including without limitation forms SC 6045 and SC 6047.
7.
Documents sufficient to show Benworth PR’s assets and liabilities during each
month from its formation to the present.
Case 3:23-cv-01034-GMM     Document 188-2     Filed 12/13/24     Page 13 of 18

13

8.
Documents sufficient to show the sources and relative percentages of Benworth
PR’s revenue during each month from its formation to the present.
9.
All Documents and Communications from January 1, 2020, to the present
Concerning Benworth PR’s solvency or Benworth PR’s ability to satisfy debts.
10.
All Documents and Communications Concerning the drafting and negotiation of
the LSA.
11.
All Documents and Communications Concerning the drafting and negotiation of
the ALSA.
12.
All agreements by or between Benworth PR and Benworth FL, including without
limitation the LSA and ALSA.
13.
All Communications with the SBA or any other government agency Concerning
Benworth PR, the LSA, the ALSA, or the services Benworth PR performed or is performing for
Benworth FL.
14.
All Documents and Communications Concerning any Payments, dividends, loans,
advances (for working capital or other purposes) or transfers made by or on behalf of Benworth
FL, whether directly or indirectly, to or for the benefit of Benworth PR, including without
limitation the 2021 Transfer and any Pre-Payment, and all journal entries and all supporting
documentation regarding the accounting treatment thereof.
15.
All Documents and Communications Concerning any Payments, dividends, loans,
advances, or transfers to any immediate or mediate transferee of any recipient described in the
preceding Request.
Case 3:23-cv-01034-GMM     Document 188-2     Filed 12/13/24     Page 14 of 18

14

16.
All Documents and Communications Concerning the Transfer Pricing Study.
17.
All Documents and Communications Concerning the Solicitation Process.
18.
All Documents and Communications Concerning the BDO Business.
19.
All Documents and Communications Concerning the services Benworth PR has
provided or is providing to Benworth FL.
20.
All Documents and Communications Concerning the services Benworth FL has
provided or is providing to Benworth PR.
21.
All Documents and Communications Concerning any Payments, dividends,
distributions, or transfers from or on behalf of Benworth PR, whether directly or indirectly, to or
for the benefit of Benworth FL, Mr. Navarro, Ms. Navarro, any B. Navarro Entity, or any C.
Navarro Entity, including without limitation any Dividend Payments.
22.
All Documents and Communications Concerning any Payments, dividends,
distributions, or transfers to any immediate or mediate transferee of any recipient described in
the preceding Request.
23.
Documents sufficient to show all Payments, dividends, distributions, or transfers
made from or on behalf of Benworth PR, whether directly or indirectly, to or for the benefit of
Your employees and contractors.
24.
All Documents and Communications Concerning any Payments, dividends,
distributions, or transfers to any immediate or mediate transferee of any recipient described in
the preceding Request.
Case 3:23-cv-01034-GMM     Document 188-2     Filed 12/13/24     Page 15 of 18

15

25.
All contracts and agreements between You and any Person who has performed
services Concerning PPP loans.
26.
All contracts and agreements between You and Ms. Navarro, including without
limitation all employment agreements, consulting agreements, services agreements, ownership
agreements, and voting agreements.
27.
All contracts and agreements between You and any C. Navarro Entity.
28.
All contracts and agreements between You and Mr. Navarro, including without
limitation all employment agreements, consulting agreements, services agreements, ownership
agreements, and voting agreements.
29.
All contracts and agreements between You and any B. Navarro Entity.
30.
All Documents and Communications concerning the formation of Benworth PR.
31.
All organizational documents for Benworth PR, including without limitation any
limited liability company agreements, shareholder agreements, corporate resolutions, member
resolutions, and written consents.
32.
Documents sufficient to show the corporate structure of Benworth PR and all of
its affiliates, and their shareholders, including any changes thereto from time to time.
33.
Documents sufficient to show all persons employed by Benworth PR at any time
during the Relevant Time Period.
34.
All document retention policies, practices, and procedures, created, implemented,
in place, or under consideration for Benworth PR.
35.
All Documents You intend to rely on in support of any defenses in this action.
Case 3:23-cv-01034-GMM     Document 188-2     Filed 12/13/24     Page 16 of 18

16

36.
To the extent not produced in response to the above, all materials exchanged
between the parties in this action or the Womply Action, in each case the unredacted versions of
such materials, subject only to redactions permitted by these Requests.

Case 3:23-cv-01034-GMM     Document 188-2     Filed 12/13/24     Page 17 of 18

17

Respectfully submitted in San Juan, Puerto Rico on August 23, 2024.

Lisa M. Schweitzer (admitted pro hac vice)
lschweitzer@cgsh.com

Thomas S. Kessler (admitted pro hac vice)
tkessler@cgsh.com

CLEARY GOTTLIEB STEEN &
HAMILTON LLP
One Liberty Plaza
New York, New York 10006
Telephone: (212) 225-2000
Facsimile: (212) 225-3999
Attorneys for the Federal Reserve Bank of
San Francisco

s/ Antonio L. Roig Lorenzo

Antonio L. Roig Lorenzo
antonio.roig@oneillborges.com
USDC-PR No. 207712

s/  Salvador J. Antonetti Stutts
Salvador J. Antonetti Stutts
salvador.antonetti@oneillborges.com
USDC-PR No. 215002

s/ Ubaldo M. Fernández Barrera

Ubaldo M. Fernández Barrera
ubaldo.fernandez@oneillborges.com
USDC-PR No. 224807

s/ Aníbal A. Román Medina
Aníbal A. Román Medina
anibal.roman@oneillborges.com
USDC-PR No. 308410

O’NEILL & BORGES LLC
250 Muñoz Rivera Ave., Ste. 800
San Juan, PR 00918-1813
Tel: (787) 764-8181
Fax: (787) 753-8944
Attorneys for the Federal Reserve Bank of
San Francisco

Case 3:23-cv-01034-GMM     Document 188-2     Filed 12/13/24     Page 18 of 18

File and source

File

gov.uscourts.prd.175040.188.2.pdf

Size

449,207 bytes

SHA-256

e2a81738a622eddbb31086f3b06ff3cfb712a940dbde638fffd451ce8f67698a

Our copy

gov.uscourts.prd.175040.188.2.pdf

Original

PACER (login required)