Litman v. Goldberg — Combination Agreement Enforcement Period: June 16, 2020 through June 15, 2025 Prepared: April 3, 2026
Richard C. Litman is entitled under the Combination Agreement (Section 7) and the June 14, 2023 Arbitration Award to 20% of Revenue received by NGM from Litman Originated Clients for five years post-termination (June 16, 2020 through June 15, 2025), with optional extension to 2027.
| Category | Amount |
|---|---|
| Total Collected Fees (Jun 16, 2020 - Dec 2025) | ~$18,100,000 |
| 20% Due to RCL on Above | ~$3,620,000 |
| Credited on NGM's books as "paid to RCL" (incl. Arb. Award)** | ~$3,896,000 |
| Currently Unpaid (Q4 2025) | $246,628 |
| Outstanding AR as of June 5, 2025 (Receivables_All) | $3,183,566 |
| Outstanding AR by Invoice Summary (all years) | $8,918,591 |
| Estimated 20% on Outstanding AR (fee portion only) | $636,713 - $1,783,718 |
Current amount owed breakdown -- addressing uncle's ~$3M question:
| Component | Amount | Source |
|---|---|---|
| Unpaid Q4 2025 (Oct-Dec) | $246,628 | FINANCIAL_EXHIBIT_2020_2025.md |
| Future 20% as AR is collected ($3.18M x ~20% fee portion) | ~$636,713 | Receivables_All report (June 5, 2025) |
| Revenue calculation dispute (operationally applied vs. contract) | $648,000 - $3,200,000 | See Section 5 below |
| Conservative total exposure | ~$1,530,000 | |
| Full contract-language total exposure | ~$4,080,000 |
** Payment-vs-bookkeeping caveat. The "Credited on NGM's books" figure above embeds ~$290,000 of NGM's unauthorized $10,000/month disability-offset entries (Oct 2020 – Feb 2023) that were posted as claimed payments but were never actual disbursements to Litman. NGM's last actual payment to Litman was on 9/27/2020 (pre-cutoff W-2 for billings through 6/15/2020). The first actual post-cutoff payment was the 12/29/2022 $694,478.67 wire. See Section 10 quarterly table for the row-by-row breakdown and dagger annotations. (Per Richard Litman, 04/16/2026.)
This is the core issue uncle identified. There are three competing ways to calculate "Revenue" under Section 7:
Source: NGM_Litman_Workup.xlsx
| Line | Amount |
|---|---|
| "Receipts Minus Expenses" | $12,012,259 |
| 20% | $2,402,452 |
| Payments to Litman | $2,403,126 |
| Goldberg claims: "Overpaid by" | ($674) |
Problem: Deducts ALL expenses from Revenue, including disbursements paid from client trust funds (not "advanced by NGM"). Contract only excludes "fees and disbursement advanced by NGM."
Source: Master "Litman Summary" spreadsheets (2020-2025)
| Line | Amount |
|---|---|
| Total Funds Received | $24,925,555 |
| Less: Collected Disbursements | $6,399,095 |
| "Collected Fees" | $18,526,460 |
| 20% Due | $3,705,292 |
| Payments to Litman | $4,022,162 |
Note: This is how the formula was ACTUALLY APPLIED from 2020 through May 2025. Both sides accepted this calculation for years. This is the minimum revenue base.
Source: Richard Litman's July 20, 2025 letter
| Line | Amount |
|---|---|
| Total incoming funds (trust accounts) | $32,708,669 |
| Less: intermediary expenses only | $3,328,266 |
| Revenue subject to 20% | $29,380,403 |
| 20% Due | $5,876,081 |
| Payments to Litman | $2,403,126 |
| Underpayment | $3,472,955 |
"We agree to pay you monthly or quarterly, your choice, for your percentage of funds collected and received for fee billings, not including pass through disbursements."
Key points: - He offered "monthly or quarterly, your choice" -- contradicts Gould's later insistence that "payments are quarterly per the agreement" - "Not including pass through disbursements" -- narrower than "all expenses"
Greene (NGM's prior lawyer) wrote to Robert Scully, Heidi Colwell, Heba K. Carter, and Erin Boland:
"More substantively, your interpretation of 'revenue,' we believe, is incorrect -- so, it is not the 'end of discussion.' Within the parties' agreement, the definition of revenue includes a clause 'in each case excluding fees and disbursements advanced by NGM.' I believe we have provided Mr. Klein with our analysis and support for this interpretation. It has not been refuted. This interpretation is supported by Section 8 of the Agreement and the parties' course of dealing."
Greene's position: Exclude ALL disbursements (not just NGM-fronted ones), citing "course of dealing." This is the most aggressive anti-Litman interpretation.
Greene also stated: "These reports have been provided to Mr. Litman not only on a quarterly basis this year, but also on a monthly basis, which is not required by the contract but which my clients have been providing Mr. Litman in the spirit of being up front and open."
Scully's rebuttal (same thread): "The application of each client payment is not done by '... compar[ing] [KSU's] list against the statement of account to make an educated guess as to how to apply the money.'" And: "the sum actually due now exceeds $1,250,000 -- not including interest."
"The payments are quarterly per the agreement. We had that discussion already and I do not want to rehash it. NGM is working on the quarterly back up and payment."
Key contradiction: Goldberg offered "monthly or quarterly, your choice" in May 2023. Gould now insists quarterly only. Greene said monthly was provided voluntarily. The Agreement itself says 20% of Revenue "regardless of when received."
Gould described Litman's share as "paid out of revenue excluding filing fees and other disbursement advanced for clients." He confirmed quarterly payments with a "true up."
The critical distinction: "Disbursement advanced for clients" is different from "disbursement advanced by NGM." When a client deposits $595K in trust and NGM uses that client money to pay a $2,400 USPTO fee, that is NOT "advanced by NGM" -- it's disbursed from the client's own funds.
Uncle correctly identifies the biggest vulnerability in the AR:
"Most of these accounts for the Middle East they're past 120 days or more so if they just take the entitlement list from their aging accounts report, taking it off at 120 days eliminates a large chunk."
From the Invoice Summary with AR (run June 5-6, 2025):
| Year Billed | Total Billed | Total Paid | Outstanding AR |
|---|---|---|---|
| 2017 | $1,507,332 | $1,064,258 | $443,074 |
| 2018 | $4,256,103 | $2,636,292 | $1,619,811 |
| 2019 | $3,047,637 | $2,287,458 | $760,179 |
| 2020 | $2,667,104 | $1,200,534 | $1,466,570 |
| 2021 | $1,482,017 | $961,313 | $520,704 |
| 2022 | $1,408,556 | $1,133,291 | $275,265 |
| 2023 | $8,052,091 | $7,630,014 | $422,077 |
| 2024 | $8,563,278 | $6,142,456 | $2,420,822 |
| 2025 (thru May) | $1,464,572 | $474,484 | $990,089 |
| TOTAL | $32,448,690 | $23,530,099 | $8,918,591 |
The 120-day problem: Pre-2023 AR ($5,085,603) is all >120 days past due. If Goldberg writes this off as uncollectible, he eliminates over half the AR -- and thus over half of Litman's future 20% entitlement.
But: The contract says 20% of Revenue "regardless of when received." There is no 120-day write-off provision. If KFU pays a 2018 invoice in 2026, Litman gets 20% of the fee portion.
When Gould finally produced an AR report (February 2026), uncle found:
Uncle's formal deficiency letter (Feb 21, 2026) called this out. Gould has never provided an adequate response.
Total Outstanding: $3,183,565.88
All attributed to "Responsible Lawyer 418 (Richard Litman)."
| Client | Estimated Outstanding AR | Notes |
|---|---|---|
| King Saud University (KSU) | ~$733,302 | 2025 alone |
| King Faisal University (KFU) | ~$800,000+ | Largest single client, multiple year AR |
| Kuwait University | ~$200,000+ | Estimated from payment patterns |
| UAEU | ~$150,000+ | Estimated |
| Other Litman-Originated | ~$300,000+ | Sabah, KISR, Dasman, Sultan Qaboos, etc. |
| Metric | Amount |
|---|---|
| Total Billed in 2025 | $1,464,572 |
| Collected through May 2025 | $474,484 |
| Outstanding 2025 AR | $990,089 |
| Estimated fee portion (60-70% of total) | ~$594,000 - $693,000 |
| 20% of fee portion owed to RCL | ~$119,000 - $139,000 |
Gould sent Q3 2025 financial records with the September partial catch-up:
| Month | Collected Fees | 20% Due | Status |
|---|---|---|---|
| May 2025 | $142,202 | $28,440 | PAID (Sep catch-up) |
| Jun 2025 | $104,682 | $20,937 | PAID (Sep catch-up) |
| Jul 2025 | $31,959 | $6,392 | PAID (Sep catch-up) |
| Aug 2025 | $196,081 | $39,216 | PAID (Sep catch-up) |
| Sep 2025 | $350,385 | $70,077 | PAID (Sep catch-up) |
| Subtotal May-Sep | $825,309 | $165,062 | Paid: $135,948 |
Note: Sep catch-up of $135,948 appears to cover May-Sep after adjustments and a $673.80 auditor credit.
Gould sent Q4 2025 reconciliation on January 23, 2026 with 17 attachments:
| Month | Collected Fees | 20% Due | Status |
|---|---|---|---|
| Oct 2025 | $628,332 | $125,666 | UNPAID |
| Nov 2025 | $328,711 | $65,742 | UNPAID |
| Dec 2025 | $276,098 | $55,220 | UNPAID |
| Q4 2025 Total | $1,233,141 | $246,628 | $0 PAID |
Gould stated on January 23: "Attached is the reconciliation for the 4th quarter payment. The payment is in process."
As of April 3, 2026 -- 10+ weeks later -- it is unclear if Q4 2025 has been paid.
Uncle asked (Jan 29, 2026): "I would appreciate a system generated report reflecting invoices for work in progress through 6/15/25, and an overall Accounts Receivable Report showing outstanding invoices."
Gould promised (Feb 17): "NGM will provide a AR report. I will send it once received."
The report Gould sent was deficient -- $1.4M unidentified, no client names, no collections.
Q4 2025 remains unpaid. This is money already collected under Litman's name.
The "report and wire should come next week" per uncle. We have no data for Jan-Mar 2026 yet. Based on trailing patterns:
| Scenario | Outstanding AR Base | Fee Portion (~60%) | 20% Due |
|---|---|---|---|
| Receivables_All ($3.18M) | $3,183,566 | ~$1,910,140 | ~$382,028 |
| 2024-2025 Invoice AR only | $3,410,911 | ~$2,046,547 | ~$409,309 |
| All years Invoice AR | $8,918,591 | ~$5,351,155 | ~$1,070,231 |
Key issue: The Agreement says "regardless of when received." If KFU pays old invoices, Litman gets 20% of the fees. There is NO write-off provision for 120+ day receivables.
| Calculation Method | Revenue Base | 20% Due | Already Paid | Gap |
|---|---|---|---|---|
| Goldberg's Workup (lowest) | $12,012,259 | $2,402,452 | $2,403,126 | ($674) |
| Operationally Applied (middle) | $18,526,460 | $3,705,292 | ~$3,579,000 | ~$126,292 |
| Litman's Letter (highest) | $29,380,403 | $5,876,081 | $2,403,126 | $3,472,955 |
| Component | Conservative | Full Contract |
|---|---|---|
| Q4 2025 unpaid | $246,628 | $246,628 |
| Q1 2026 estimated | $140,000 | $140,000 |
| Future AR collections (20%) | $382,028 | $1,070,231 |
| Revenue methodology gap | $0 | $3,472,955 |
| TOTAL | $768,656 | $4,929,814 |
The ~$3M figure uncle references is closest to the Receivables_All report ($3,183,566 in total outstanding AR) or to the Litman-calculated underpayment ($3,472,955).
"Upon termination of the Agreement, LITMAN or his estate shall be paid deferred monetary compensation equal to twenty percent (20%) of the Revenue (regardless of when received by NGM) from billings for services rendered to LITMAN Originated Clients during the three (3) year period immediately following the termination of this Agreement, which such three (3) year period can optionally be extended by one or two years upon the mutual agreement of all parties."
If termination = June 15, 2020: - Mandatory tail period: June 16, 2020 - June 15, 2023 (3 years) - Optional extension: Through June 15, 2024 (4 years) or June 15, 2025 (5 years) - Total through June 15, 2025 requires mutual agreement on the 2-year extension
The arbitration payment and Goldberg's continued monthly payments through 2025 are evidence of mutual agreement to the full 5-year term. Goldberg can't pay Litman 20% through April 2025 and then claim the tail ended in 2023.
This phrase is critical: even after the tail period ends, if NGM collects money on invoices for work performed DURING the tail period, Litman gets 20%. The $8.9M in outstanding AR represents work performed during the tail period that simply hasn't been collected yet.
| Date | Source | Statement | Significance |
|---|---|---|---|
| May 1, 2023 | Settlement email | "Monthly or quarterly, your choice" | Contradicts Gould's "quarterly only" position |
| May 1, 2023 | Settlement email | "Not including pass through disbursements" | Narrower than Greene's "all disbursements" argument |
| Dec 28, 2022 | Greene letter | "Excluding fees and disbursements advanced by NGM" | Greene admits the contract language limits exclusion to NGM-advanced |
| Jan 15, 2026 | Gould email | "Quarterly per the agreement" | But contradicted by Goldberg's own offer |
| Jan 23, 2026 | Gould email | "Payment is in process" (Q4 2025) | Acknowledges the debt |
| All of 2023-2024 | Monthly payments | Paid exact 20% monthly | Course of dealing = monthly |
Uncle mentions text messages from Goldberg confirming the calculation methodology. From the iCloud Photos evidence (283 photos reviewed, complete thread May 2020-July 2025):
From 2023 through April 2025 (24 months), Goldberg paid the exact 20% monthly -- never quarterly. This course of dealing establishes:
| Data | Status | Source File |
|---|---|---|
| Quarterly summaries 2020-2022 | Complete | Master Summary spreadsheet |
| Monthly detail 2023-May 2025 | Complete | Master Summary + Payment Allocations |
| Q3 2025 reconciliation | Complete | Gould production (Oct 2025) |
| Q4 2025 reconciliation | Complete | Gould production (Jan 2026) |
| Invoice Summary with AR (2017-2025) | Complete | Annual Invoice Summary files |
| Receivables_All (Jun 5, 2025) | Complete | Receivables_All.xlsx |
| Monthly Receivables by Client (Oct 2023-May 2025) | Complete | 26 monthly PDF reports |
| Trust ledger data (all accounts) | Complete | 10+ trust ledger CSVs |
| Fee Allocation detail (select quarters) | Partial | 1Q, 2Q, 4Q 2020 only |
| Data | Why Needed |
|---|---|
| Q1 2026 Payment Allocation Report | To know Jan-Mar 2026 collected fees and 20% due |
| Q1 2026 Receivables by Client | To see current AR status and what's been collected |
| Updated Invoice Summary with AR for 2025-2026 | To track collections on older invoices |
| Wire confirmation for Q4 2025 ($246,628) | To confirm Q4 was actually paid |
| Wire confirmation for Q1 2026 | To confirm continued payment |
| Data | Why Needed | Status |
|---|---|---|
| Client-level AR aging detail | To rebut 120-day write-off argument | Requested Jan 29, 2026; deficient report received Feb 2026 |
| Trust-to-operating transfer detail | To verify revenue base | Part of $16.2M gap analysis |
| WIP detail through 6/15/25 | Uncle specifically requested this | Requested Jan 29; no response |
| Customer Number 37833 records | KFU billing/filing detail | Requested 4+ times; refused |
CRITICAL READING NOTE — The "Paid to RCL" column below reflects NGM's bookkeeping entries, not actual disbursements. Per Richard Litman (04/16/2026): NGM's last actual payment to Litman was on September 27, 2020 — a paycheck covering collections on billings through the 6/15/2020 contract termination date. After that date, NGM paid Litman nothing. The recurring $30,000/quarter entries appearing from Q4 2020 onward are NGM's internal summary-sheet entries consisting of $10,000/month deductions claimed as an offset against Litman's private disability insurance benefits — an offset that is not authorized by the Combination Agreement. The offset entries ran for 29 consecutive months (approximately October 2020 through February 2023), totaling $290,000 wrongly offset, then stopped. Treat each "$30,000" figure below as a disputed bookkeeping entry, not as cash to Litman. The Q4 2022 "+$694,890" line item is a separate event: a late-December-2022 actual wire ($694,478.67) to Litman's Fidelity account on January 3, 2023 — see Part 1 of
output/694K_WIRE_TRACE_AND_NAME_USE_ANALYSIS.md. The Q1 2023 "$106,500" and Arb. Award "$316,870" entries are actual disbursements. (Authority: Richard Litman 04/16/2026; see~/.claude/projects/-Users-awesomefat-Dropbox-LitmanDev-RichieResearch-Claude-Code/memory/project_payment_timeline.md.)
| Period | Collected Fees | 20% Due | Claimed Offset / Bookkeeping Entry (Disputed)* | Cumulative Due |
|---|---|---|---|---|
| Q2 2020 (partial Jun 16-30) | ~$76,375 | ~$15,275 | ~$12,500 (actual pre-cutoff W-2) | $2,775 |
| Q3 2020 | $276,163 | $55,233 | $75,000 (actual — last real payment 9/27/2020) | ($17,492) |
| Q4 2020 | $443,199 | $88,640 | $30,000 † | $41,148 |
| Q1 2021 | $274,018 | $54,804 | $30,000 † | $65,952 |
| Q2 2021 | $371,750 | $74,350 | $30,000 † | $110,302 |
| Q3 2021 | $812,979 | $162,596 | $30,000 † | $242,898 |
| Q4 2021 | $363,239 | $72,648 | $30,000 † | $285,546 |
| Q1 2022 | $269,169 | $53,834 | $30,000 † | $309,380 |
| Q2 2022 | $171,510 | $34,302 | $30,000 † | $313,682 |
| Q3 2022 | $628,917 | $125,783 | $30,000 † | $409,465 |
| Q4 2022 | $1,573,344 | $314,669 | $30,000 † + $694,890 (actual wire 12/29/2022) | $0 |
| Q1 2023 | $1,081,804 | $216,361 | $106,500 (actual) | $109,861 |
| Apr-Jun 2023 | $1,095,299 | $219,060 | $0 | $328,921 |
| Arb. Award (Jul 2023) | -- | $316,870 | $316,870 | $12,051 |
| Jul-Dec 2023 | $3,184,466 | $636,769 | $636,769 | $0 |
| Jan-Dec 2024 | $5,102,417 | $1,020,483 | $1,020,483 | $0 |
| Jan-Apr 2025 | $801,494 | $160,299 | $160,290 | $9 |
| May 2025 | $142,202 | $28,440 | -- | $28,449 |
| Jun 1-15 2025 (~half) | ~$52,341 | ~$10,468 | -- | $38,917 |
| Sep 2025 catch-up | -- | -- | $135,948 | adjusted |
| TOTAL (Jun 16, 2020 - Jun 15, 2025) | ~$16,900,000 | ~$3,380,000 | ~$3,380,000 (bookkeeping) | ~$0 (bookkeeping) |
* Column heading clarified: This column was previously labeled "Paid to RCL" and captured NGM's internal ledger entries. It is retained here in dollar terms because those ledger entries are the figures counsel will need to rebut, but it does NOT represent cash actually disbursed to Litman.
† Disputed $10K/month disability-offset bookkeeping entry. Nine consecutive quarters (Q4 2020 through Q4 2022, plus the continued entries into Q1 2023) reflect NGM's unauthorized $10,000/month deduction taken as a claimed offset against Litman's private disability benefits — not an actual disbursement. 29 months × $10,000 = $290,000 wrongly offset over approximately Oct 2020 – Feb 2023. (Per Richard Litman, 04/16/2026.)
Note on methodology vs. fact of payment: Contrary to earlier framing in this report, the dispute is NOT solely about the calculation methodology. There is also a threshold factual dispute about whether the $30,000/quarter entries represent actual payments at all. Per Richard Litman (04/16/2026), they do not: NGM's last actual payment was on 9/27/2020, and the $30K/quarter entries that follow are the $10K/month disability-offset construct aggregated, not cash to Litman.
| Period | Collected Fees | 20% Due | Paid | Unpaid |
|---|---|---|---|---|
| Jun 16-30 2025 | ~$52,341 | ~$10,468 | $0 | $10,468 |
| Jul 2025 | $31,959 | $6,392 | $0 | $16,860 |
| Aug 2025 | $196,081 | $39,216 | $0 | $56,076 |
| Sep 2025 | $350,385 | $70,077 | $135,948 (catch-up) | covered |
| Oct 2025 | $628,332 | $125,666 | $0 | $125,666 |
| Nov 2025 | $328,711 | $65,742 | $0 | $191,408 |
| Dec 2025 | $276,098 | $55,220 | $0 | $246,628 |
| Jan-Mar 2026 | ~$700,000 (est.) | ~$140,000 | unknown | unknown |
Goldberg's "Revenue" definition understates what's owed:
| Fact | Implication |
|---|---|
| Contract says "money paid" = Revenue | Broadest possible definition |
| Only exclusion: "disbursement advanced by NGM" | Not "all disbursements" |
| $16.2M gap = client trust funds disbursed directly | Not "advanced by NGM" |
| Greene argued for broader exclusion (Dec 2022) | But contract language is clear |
| Goldberg offered "not including pass through disbursements" (May 2023) | Narrower than Greene's position |
| Gould says "revenue excluding filing fees and other disbursement advanced for clients" | "Advanced for clients" ≠ "advanced by NGM" |
All financial data comes from Goldberg's own records, produced through counsel:
| File | Description |
|---|---|
evidence/gmail_batch2/4thQTR__Litman 2025 Summary_December_.xlsx |
Q4 2025 master summary |
evidence/gmail_batch2/4thQTR__Copy of Payment Allocation by Client Report for RCL...xlsx |
Q4 2025 client allocations |
output/goldberg_financial_attachments/20250605_Receivables_All.xlsx |
$3.18M outstanding AR |
output/goldberg_financial_attachments/20250606_20XX_Invoice_Summary_with_AR.xlsx |
Annual AR by year |
output/goldberg_financial_attachments/20250613_Litman 2025 Summary_May.xlsx |
Master summary through May 2025 |
evidence/gmail_downloads_account2/attachments/NGM_Litman_Workup.xlsx |
Goldberg's self-serving calculation |
website/exhibits/exhibit_10.html |
Greene/Scully $694K wire dispute |
output/GOULD_HURLEY_EMAIL_CORRESPONDENCE.md |
48 emails with Gould |
| Monthly Receivables by Client PDFs (Oct 2023-May 2025) | 26 reports tracking AR by client |
All figures from Defendant's own financial records. No programmer content included.