REPAY’S ANSWER TO AUTOSCRIBE CORPORATION’S 

COMPLAINT FOR PATENT INFRINGEMENT 1

IN THE UNITED STATES DISTRICT COURT

FOR THE EASTERN DISTRICT OF TEXAS

MARSHALL DIVISION

Autoscribe Corporation,

Plaintiff,

v.

Repay Holdings Corporation and Repay

Holdings, LLC,

Defendants.

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Case No. 2:23-cv-00349-JRG

JURY TRIAL DEMANDED

REPAY’S ANSWER TO AUTOSCRIBE CORPORATION’S COMPLAINT FOR 

PATENT INFRINGEMENT

Subject to their Motion to Dismiss or alternatively Transfer Venue (Docket No. 15), 

Repay Holdings Corporation and Repay Holdings, LLC (collectively, “REPAY”) responds to 

Autoscribe Corporation’s (“Autoscribe” or “Plaintiff”) Complaint as follows. Unless specifically 

admitted below, REPAY denies every allegation in the Complaint. REPAY reserves the right to 

amend its answer and defenses based on additional information learned through discovery or 

otherwise. 

I. THE PARTIES

1. REPAY is without sufficient knowledge or information to form a belief as to the truth or 

falsity of the allegations of Paragraph 1, and therefore denies them.

2. Repay Holdings Corp. admits that it is a corporation organized under the laws of 

Delaware with its headquarters at 3 West Paces Ferry Road, Suite 200, Atlanta, GA 30305. 

REPAY denies the remaining allegations of Paragraph 2.

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REPAY’S ANSWER TO AUTOSCRIBE CORPORATION’S 

COMPLAINT FOR PATENT INFRINGEMENT 2

3. Repay Holdings, LLC admits that it is a limited liability company organized under the 

laws of Delaware with its headquarters at 3 West Paces Ferry Road, Suite 200, Atlanta, GA 

30305. REPAY denies the remaining allegations of Paragraph 3.

II. JURISDICTION AND VENUE

4. REPAY admits that this Court has subject matter jurisdiction over patent infringement 

claims for relief under 28 U.S.C. §§ 1331 and 1338(a).

5. REPAY denies the allegations of Paragraph 5. 

6. REPAY denies the allegations of Paragraph 6.

7. REPAY denies the allegations of Paragraph 7.

8. For purposes of this action only, Repay Holdings, LLC admits to personal jurisdiction 

within the State of Texas. Repay Holdings Corporation denies the allegations of Paragraph 8. 

9. REPAY denies the allegations of Paragraph 9.

III. BACKGROUND

10. REPAY is without sufficient knowledge or information to form a belief as to the truth or 

falsity of the allegations of Paragraph 10, and therefore denies them. 

11. REPAY is without sufficient knowledge or information to form a belief as to the truth or 

falsity of the allegations of Paragraph 11, and therefore denies them. 

12. REPAY is without sufficient knowledge or information to form a belief as to the truth or 

falsity of the allegations of Paragraph 12, and therefore denies them. 

13. REPAY admits that, based on the face of the patent, on April 4, 2023, the United States 

Patent and Trademark Office (“USPTO”) issued United States Patent No. 11,620,621 (“the ’621 

Patent” or “the Asserted Patent”), titled “Enrolling a payer by a merchant server operated by or 

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REPAY’S ANSWER TO AUTOSCRIBE CORPORATION’S 

COMPLAINT FOR PATENT INFRINGEMENT 3

for the benefit of a payee and processing a payment from the payer by a secure server.” REPAY

denies the remaining allegations of Paragraph 13.

14. REPAY admits that the ’621 Patent specification recites the “present invention relates 

broadly to systems and methods for obtaining and using account information to process financial 

payments.” REPAY is without sufficient knowledge or information to form a belief as to the 

truth or falsity of the remaining allegations of Paragraph 14, and therefore denies them. 

15. REPAY is without sufficient knowledge or information to form a belief as to the truth or 

falsity of the allegations of Paragraph 15, and therefore denies them. 

16. REPAY is without sufficient knowledge or information to form a belief as to the truth or 

falsity of the allegations of Paragraph 16, and therefore denies them. 

17. REPAY denies the allegations of Paragraph 17 as both Repay Holdings Corp. and Repay 

Holdings, LLC are non-operating holding companies. 

18. REPAY denies the allegations of Paragraph 18. Repay Holdings Corp. and Repay 

Holdings, LLC are non-operating holding companies.

19. REPAY denies the allegations of Paragraph 19 as both Repay Holdings Corp. and Repay 

Holdings, LLC are non-operating holding companies.

20. REPAY denies the allegations of Paragraph 20.

IV. COUNT I

21. REPAY incorporates by reference its responses to Paragraph 1 through 20 of the 

Complaint.

22. REPAY denies the allegations of Paragraph 22.

23. REPAY denies the allegations of Paragraph 23.

24. REPAY denies the allegations of Paragraph 24.

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REPAY’S ANSWER TO AUTOSCRIBE CORPORATION’S 

COMPLAINT FOR PATENT INFRINGEMENT 4

25. REPAY denies the allegations of Paragraph 25.

26. REPAY admits that Paragraph 26 purports to quote claim 1 of the ’621 Patent. REPAY 

denies the remaining allegations of Paragraph 26. 

27. REPAY admits that the screenshot included in the Complaint purports to be from 

REPAY’s documentation. REPAY denies the remaining allegations of Paragraph 27.

28. REPAY denies the allegations of Paragraph 28.

29. REPAY denies the allegations of Paragraph 29.

30. REPAY denies the allegations of Paragraph 30.

31. REPAY denies the allegations of Paragraph 31.

32. REPAY denies the allegations of Paragraph 32.

33. REPAY denies the allegations of Paragraph 33.

34. REPAY denies the allegations of Paragraph 34.

35. REPAY denies the allegations of Paragraph 35.

36. REPAY denies the allegations of Paragraph 36.

37. REPAY admits that it became aware of the ’621 patent upon being served with the 

Complaint. REPAY denies the remaining allegations of Paragraph 37.

38. REPAY denies the allegations of Paragraph 38.

39. REPAY denies the allegations of Paragraph 39.

40. REPAY denies the allegations of Paragraph 40.

41. REPAY denies the allegations of Paragraph 41.

42. REPAY denies the allegations of Paragraph 42.

43. REPAY denies the allegations of Paragraph 43.

44. REPAY denies the allegations of Paragraph 44.

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COMPLAINT FOR PATENT INFRINGEMENT 5

45. REPAY denies the allegations of Paragraph 45.

46. REPAY denies the allegations of Paragraph 46.

47. REPAY denies the allegations of Paragraph 47.

V. JURY DEMAND

REPAY requests a trial by jury on all claims so triable. 

VI. RELIEF REQUESTED

REPAY denies that Autoscribe is entitled to the relief requested in Paragraphs a) through 

e) of Section VI, its Prayer for Relief, and denies that Autoscribe is entitled to any other relief. 

VII. AFFIRMATIVE AND OTHER DEFENSES

REPAY asserts the following affirmative and other defenses. By including a defense 

herein, REPAY does not assume any burden REPAY would not otherwise have. REPAY does

not knowingly or intentionally waive any applicable defenses and reserves the right to assert or 

rely on any additional applicable defenses that become apparent or available throughout the 

course of this action. 

FIRST DEFENSE

Autoscribe has failed to state a claim upon which relief may be granted, including, but 

without limitation, because Autoscribe cannot plead a claim for divided infringement. 

SECOND DEFENSE

REPAY does not infringe, and at all times relevant to this action, has not infringed, either 

directly or indirectly, any of the claims of the ’621 Patent, either literally or under the doctrine of 

equivalents. For example, but without limitation, REPAY does not perform all steps of the 

asserted method claims and the actions of REPAY’s customers and/or other third parties should 

not be attributed to REPAY under a theory of divided infringement. 

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REPAY’S ANSWER TO AUTOSCRIBE CORPORATION’S 

COMPLAINT FOR PATENT INFRINGEMENT 6

THIRD DEFENSE 

All of the claims of the ’621 Patent are invalid for failure to comply with one or more 

provisions of Title 35, United States Code §§ 101, 102, 103, and/or 112.

FOURTH DEFENSE

Some or all of Autoscribe’s claims are barred by the doctrines of estoppel, waiver, and/or 

unclean hands. 

FIFTH DEFENSE 

Autoscribe’s claims are barred or limited by virtue of conduct, statements, admissions, 

and/or representations during the prosecution of the ’621 Patent and/or patents or applications 

related thereto under the doctrines of disclaimer and/or prosecution history estoppel. 

SIXTH DEFENSE

To the extent that Autoscribe, its predecessors-in-interest, and/or its licensees failed to 

properly mark any of its relevant products with the Asserted Patents as required by 35 U.S.C. § 

287 or otherwise give REPAY proper notice of its allegations that REPAY’s actions infringe the 

’621 Patent, REPAY is not liable for any of the allegedly infringing acts performed before it 

received actual notice of the alleged infringement. 

SEVENTH DEFENSE

To the extent that Autoscribe asserts infringement under the doctrine of equivalents, its 

claims are barred because any such asserted claim scope would ensnare the prior art.

EIGHTH DEFENSE

Any infringement by REPAY was not willful, and Autoscribe is not entitled to enhanced 

damages.

NINTH DEFENSE

Autoscribe claims are barred, in whole or in part, by the doctrines of license, implied 

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REPAY’S ANSWER TO AUTOSCRIBE CORPORATION’S 

COMPLAINT FOR PATENT INFRINGEMENT 7

license, and/or exhaustion, including to the extent that any of the allegedly infringing conduct is 

premised on or related to products made, sold, used, imported, or provided by any licensed entity 

(whether express or implied) to the ’621 Patent or related patent(s).

Dated: October 10, 2023 /s/ David H. Harper

David H. Harper (Lead Attorney)

Texas Bar No. 09025540

david.harper@haynesboone.com

Stephanie N. Sivinski 

Texas Bar No. 24075080

stephanie.sivinski@haynesboone.com

Marron E. Frith (admitted in E.D.Tex)

NY Bar No. 5870803

HAYNES AND BOONE, LLP

2323 Victory Avenue, Suite 700

Dallas, Texas 75219

(214) 651-5000 (telephone)

(214) 200-0615 (fax)

COUNSEL FOR DEFENDANTS REPAY

HOLDINGS CORPORATION AND REPAY

HOLDINGS, LLC

CERTIFICATE OF SERVICE

I hereby certify that on October 10, 2023, a true and correct copy of the foregoing was 

served on all counsel of record via the Court’s CM/ECF System.

/s/ David H. Harper 

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