Date: 2026-04-15 Documents Analyzed: 1. Interim Award (Feb. 21, 2023) — Arbitrator Thomas D. Horne 2. Respondents' Motion for Partial Summary Judgment (Jan. 18, 2023) — Heba Carter / General Counsel, P.C. 3. Respondents' Post-Arbitration Brief (May 24, 2023) — Heba Carter / General Counsel, P.C. 4. Final Arbitration Award (June 14, 2023) — Arbitrator Thomas D. Horne 5. Litman Testimony Transcript Excerpts (May 10, 2023, Volume II) — attached to Post-Arbitration Brief
The Interim Award is a pre-hearing ruling on five motions filed before the evidentiary hearing. It was entered after a telephonic hearing on February 14, 2023. The key rulings:
A. Motion to Dismiss — DENIED as to all respondents
B. Motion for Partial Summary Judgment (Termination Date = June 15, 2020) — DENIED
The arbitrator ruled this was "a matter of proof to be established at arbitration" and that the parties were entitled to an evidentiary hearing. This is significant because NGM asked the arbitrator to find, as a matter of law, that the September 2020 emails constituted a binding agreement to terminate. The arbitrator refused to make that determination without hearing testimony.
C. Motion to Appoint Special Master — DENIED
D. Document Requests — Mixed rulings. Litman's requests: 15 ordered produced, 11 sustained (overly broad). Respondents' requests: many ordered produced.
The Interim Award was more favorable to Litman on several points that the Final Award reversed:
| Issue | Interim Award | Final Award |
|---|---|---|
| Fiduciary duty | Survived dismissal; source-of-duty rule did not bar at pleading stage | Dismissed; no fiduciary relationship found |
| Conversion | Survived dismissal | Dismissed; no independent duty |
| Accounting in equity | Survived; arbitrator found Litman "entitled to an equitable accounting" | Dismissed; adequate remedy at law |
| Personal liability (Goldberg/Meyer) | Survived dismissal on undisclosed-principal theory | Dismissed; not parties to contracts |
| Termination date | Not determined; denied summary judgment, preserved for hearing | Found agreement terminated June 15, 2020 |
| A2Z IP liability | Survived dismissal | Dismissed; not party to contract |
Key observation: The Interim Award treated the claims as sufficiently pleaded to survive a demurrer-equivalent. After the three-day hearing, the arbitrator found the evidence did not support the tort claims but DID support breach of contract.
This is the most important document for the current NY case because it contains Goldberg's sworn position that the Combination Agreement terminated on June 15, 2020.
Goldberg's argument, in his own words (through counsel Heba Carter):
"Nath & Associates and Claimant, mutually agreed that the Combination Agreement terminated on June 15, 2020, as evidenced by the correspondence between Mr. Goldberg and Claimant. The correspondence evidences a meeting of the minds and a mutual decision to terminate the Combination Agreement as of June 15, 2020."
The September 17, 2020 email exchange (Exhibit C to the motion) — verbatim quotes:
Litman to Goldberg: "As discussed, our agreement is silent about disability, but if we treat it like death, triggering the 5 years of payments, my W-2 wages ended on the date of disability 6/15/2020... Our contract provides for the transfer of the Litman Law name and federal registration and for 5 years of payments of an undetermined sum based on 20 percent of revenues after my death (or disability) by our agreement."
Goldberg to Litman: "As for how we treat the disability, I agree it would be cleanest to treat it like death, thereby instituting the five-year period starting 6/15/2020, while maintaining your Senior Counsel status... Clearly the specifics/documentation need to be worked out but this framework seems okay to me."
Goldberg's legal position: The MSJ argued there was "no genuine material fact in dispute" about the termination date. They cited Carson by Meredith v. LeBlanc, 245 Va. 135 (1993) and Va. Sup. Ct. Rule 3:20.
This motion is devastating for Goldberg's current NY defense. In the arbitration, Goldberg successfully argued that:
The arbitrator accepted this position in the Final Award. The arbitrator found "there was a meeting of the minds respecting Litman's departure from NGM" and that "his position as Senior Counsel to the firm would terminate as of [June 15, 2020]."
Now in the NY case (Litman v. Goldberg, Index No. 524343/2025), Goldberg argues the opposite — that the same Combination Agreement authorizes his continued use of Litman's name. He cannot have it both ways:
If the Agreement terminated June 15, 2020 as Goldberg successfully argued, then any license or authorization in the Agreement ended on that date. The post-termination provisions (Amendment Para. 1) only address deferred monetary compensation — NOT continued name use, NOT POA authority, NOT website listings.
The MSJ included the full Amendment as Exhibit B. Key provisions visible:
Critical observation about Paragraph 3: The Amendment transfers specific assets (phone numbers, URLs, bank accounts, customer numbers) but says NOTHING about transferring Litman's personal name, personal reputation, or authority to sign POAs under his registration number. The personal name was never an asset transferred by the Amendment.
Also included in full. Key provisions:
Employee list (Exhibit A to Agreement): Richard J. Apley, Alfred H. Muratori, Morgan Rosenberg, Nahied Usman, James "Nick" Lafave, David P. Johnson, Martha S. Long, Hannia Hernandez, Lindsay Dunlap, Britney Owens, Alexandra Castro, Karen Van Giezen, Roland S. Escalante, Jr.
This is Respondents' post-hearing brief — written by Heba Carter after the three-day evidentiary hearing. It contains critical admissions and arguments.
The brief doubles down on the termination argument with even more specificity:
Five material terms of the "agreement to terminate" (per Goldberg's own brief):
Additional emails cited from the extended exchange (Respondents' Exhibit 57):
Litman to Goldberg (9/15/2020, 5:12pm): "I will be receiving money from the firm for the federal service mark registration in installments for 5 years subject to the assignment we are finalizing now... As of 6/15/20 +/- when I started having my left hand cramping and right leg problems again, I was not able to do with reliability and necessary independence the duties of my occupation."
Litman to Goldberg (9/17/2020, 4:21pm): "Good...thanks Josh."
Course of dealing argument: The brief argues that "over the course of three years, Mr. Litman and Nath & Associates performed in accordance with these material terms." Citing Reid v. Boyle, 259 Va. 356, 367 (2000) — course of dealing can modify written contracts.
Specific performance facts cited: - Litman stopped performing employment obligations - Litman demanded payments under the five-year deferred payout period - Litman asked NGM to stop paying his $25,000/month (for MetLife purposes) - NGM provided monthly accountings - NGM paid Litman $694,478.67 — "his royalties owed to him during the first 2.5 years of the 5 year period"
This is the same $694,478.67 that appears in uncle's email demand "Please resolve: $694,478.67 Wire Transfer" (Finding #109). The Post-Arbitration Brief confirms this was the payment made to Litman covering June 2020 through December 2022 — the first 2.5 years of the five-year post-termination period. This was paid in December 2022 / January 2023.
Goldberg argued Litman should be equitably estopped from claiming the agreement was never terminated because: - Representation: Litman agreed in September 2020 to treat disability as death - Reliance: NGM acted in accordance for three years - Change of position: Litman now claims the agreement never terminated - Detriment: If Litman prevails, NGM would have to continue royalty payments "at least well into 2028"
Goldberg's brief argued that he and Meyer "cannot be held personally liable" because: - They "were not parties to the Combination Agreement" - All duties arose solely from the contractual relationship with NGM - The source-of-duty rule bars separate tort claims - No fiduciary duty was created — citing Augusta Mut. Ins. Co. v. Mason, 274 Va. 199, 207 (2007)
The "alter ego" admission: The brief argues against piercing the corporate veil, but the arbitrator's Final Award contains the remarkable statement: "NGM was created as the alter ego for its partners." This finding came from the arbitrator himself, even as he declined to pierce the veil. The arbitrator's language about NGM being "the alter ego for its partners" is a factual finding that supports personal liability in other proceedings.
The brief reveals a significant weakness in Litman's presentation at the hearing:
"Mr. Litman could not and did not provide evidence of sufficient facts and circumstances to permit the fact-finder to make an intelligent and probable estimate of damages sustained. In fact, Mr. Litman provided no evidence of damages at all. He provided no method or factual foundation and no calculation, as the law requires. Instead, Mr. Litman stumbled through cross-examination when asked how he calculated his damages."
This is why the current case builds the evidence toolkit differently — with defendant-produced financial records, forensic accounting, and the 21-month time-series analysis establishing the 20% formula with mathematical precision.
The 163-page transcript excerpt (Exhibit A to the Post-Arbitration Brief) contains critical testimony from Litman's direct and cross examination. Key exchanges:
On non-payment (Q by Scully, A by Litman): - No payments received in any quarter of 2021 (Q1 through Q4) - No payments received in any quarter of 2022 (Q1 through Q4) - Total admitted as due by NGM through Sept. 30, 2022: $409,809.97 - Amount received in 2021: "Zero" | Amount received in 2022: "Zero, 0.00"
On the trust account (Litman's testimony): - Litman asked Goldberg to place owed money in the firm's BOA trust account - Goldberg confirmed $90,000 placed "into trust in an account in your name" on July 16, 2021 - Trust ledger showed "Richard C. Litman 418" — confirming Attorney Number 418 (Finding #30) - Goldberg never told Litman he later used that trust money to pay down the firm's line of credit - Litman: "No, that was definitely not my understanding" that trust funds could be used for firm bills
On the MetLife offset: - NGM deducted $10,000/month from Litman's 20% share — representing MetLife disability payments - No provision in either the Agreement or the MetLife policy supported this offset - Litman: "Employee benefits are not earnout payments" - Total offset through March 2023: $290,000
On termination — Litman's position under oath: - Q: "Is it your claim today that the combination agreement has never been terminated?" A: "Yes." - Q: "And that the five-year clock hasn't begun to tick; is that right?" A: "Yes." - Litman characterized his "five years of payments" references as "shorthand" rather than admissions - When asked about Jerry Meyer's "tail" proposal, Litman said he never understood or accepted it
On the Litman Originated Clients: - February 2020: Litman and Goldberg traveled to Middle East visiting KSU, KFU, possibly UAEU, Kuwait University, Sabah Alahmad Center - Purpose: "Relationship with clients and relationship with people that are prospective clients" - Method: "You establish a trust relationship, like lawyers do with clients" - Trip lasted about one week; Litman "played myself out on that trip"
On lack of matter-by-matter detail: - Litman never received matter-by-matter disbursement reports prior to discovery - Only received 1.25-page "client WIP billing and collection summary" — gross numbers per client - Agreement required "true-up reconciliation of revenue for each matter" with "back up detail" quarterly - Litman: "It was pretty clear, it had to be a true-up on a matter-by-matter basis"
The MSJ and Post-Arbitration Brief establish Goldberg's binding judicial position:
Goldberg's arbitration position (accepted by the arbitrator): - The Agreement terminated June 15, 2020 - Post-termination, only the 20% royalty payment obligation survives - The Agreement was modified by email correspondence and course of dealing
Goldberg's NY defense position (Affirmative Defenses in Answer, Doc #65): - The Agreement and Amendment authorize NGM's use of Litman's name - The Agreement constitutes consent to name use
These positions are irreconcilable. If the Agreement terminated June 15, 2020, then any authorization it contained — including the Amendment Paragraph 3 asset transfers — conveyed ownership of specific assets (phone numbers, URLs, customer numbers) but did NOT grant a perpetual license to use Litman's personal name on patents, websites, POAs, and client correspondence for five more years.
Both the MSJ and Post-Arbitration Brief confirm the 20% formula as the operative compensation mechanism. The Post-Arbitration Brief goes further, confirming that NGM paid $694,478.67 covering the first 2.5 years. This validates the 20% formula as NGM's own operational baseline (Finding #66) and anchors the damages calculation in the current case.
The Combination Agreement's definition of "LITMAN Originated Client" (Paragraph 9) — encompassing all former LLO/B&P clients, all new Middle East clients, all other Litman-developed clients — maps to the Soluno data showing 6,518 of 6,643 matters (98%) list Litman as referral source (Finding #61). The arbitration documents confirm the contractual basis for this claim.
Litman's testimony confirms that Goldberg: 1. Agreed to place $90,000 in a trust account "in your name" 2. Never told Litman he withdrew those funds to pay firm debts 3. This is the same pattern documented in the current case — Finding #64 (69 uncredited transfers), Finding #51 ($9.89M unallocated KFU deposits)
The Final Award states: "NGM was created as the alter ego for its partners." While the arbitrator did not pierce the veil, this factual finding by a neutral adjudicator supports the personal liability theory in the NY case, particularly combined with NY LLC Law Section 609 and Judge Maslow's 12/05/2025 oral decision citing Turane v. MGN, LLC.
Critical negative finding: Neither the Combination Agreement nor the Amendment contains ANY provision authorizing NGM to: - List Litman's name on patent front pages - Sign POAs under Litman's registration number - Display Litman on the nathlaw.com website - Use Litman's name in client correspondence - File trademark applications under Litman's name
The Amendment Paragraph 3 transfers specific enumerated assets (phone numbers, URLs, bank accounts, customer numbers) but explicitly preserves Litman's email license. The personal name "Richard C. Litman" is NOT among the transferred assets. Exhibit R (the Nunc Pro Tunc Assignment) further confirms that the asset sale expressly carved out Litman's "name, signature, voice, image, photograph or likeness" (Finding #86).
Heba Carter of General Counsel, P.C. served as Goldberg's counsel throughout the arbitration. She drafted the MSJ, the Post-Arbitration Brief, and conducted the cross-examination of Litman. She was later acknowledged as being "on notice" of the name-use dispute in June-July 2025 (Finding #36). This creates a potential conflict/notice issue — NGM's own counsel knew the arbitration position on termination and later had direct knowledge of the post-termination name-use complaints.
| Document | Date | Author | Pages | Source |
|---|---|---|---|---|
| Interim Award | Feb. 21, 2023 | Arb. Thomas D. Horne | 7 | google_drive_download_20260415 |
| MSJ Motion | Jan. 18, 2023 | Heba Carter (Gen. Counsel, P.C.) | 6 + exhibits | google_drive_download_20260415 |
| Post-Arb. Brief | May 24, 2023 | Heba Carter (Gen. Counsel, P.C.) | 11 + 163-pg transcript | google_drive_download_20260415 |
| Final Award | June 14, 2023 | Arb. Thomas D. Horne | 9 | aaa_lawsuit_package_20250728 |