THE TWO AGREEMENTS

Complete Analysis

What They Say, What They Don't Say, and Why That Wins the Case
Litman v. Goldberg, Index No. 524343/2025  |  April 9, 2026
What this document covers: Every paragraph of both the original Combination Agreement (March 29, 2017) and the Amendment to Agreement (May 7, 2017) — read from the actual signed PDFs. Exact quotes. No paraphrase where it matters. What is there, what is missing, and how each provision affects the case.

1 Overview: Two Documents, One Complete Agreement

Two documents — and only two — govern the entire relationship between Richard C. Litman and Nath, Goldberg & Meyer. Both are signed. Both are in evidence. Together they are the "complete and integrated agreement of the parties" (Para. 17 of the original; Para. 6 of the Amendment). If consent for using Litman's name existed anywhere, it would appear in one of these documents. It appears in neither.
Document 1: Combination Agreement
Date: March 29, 2017  |  6 pages  |  18 paragraphs + Exhibit A
Signed by: Richard C. Litman  •  Joshua B. Goldberg (Co-Managing Partner)  •  Jerald L. Meyer (Co-Managing Partner)
Document 2: Amendment to Agreement
Date: May 7, 2017 (effective May 7th)  |  3 pages  |  7 paragraphs
Signed by: Richard C. Litman  •  Joshua B. Goldberg (Co-Managing Partner)  •  Jerald L. Meyer (Co-Managing Partner)

Both documents are filed with the court as NYSCEF exhibits. Both were produced in discovery. There is no third document. There is no side letter. There is no oral modification that meets the written-modification requirement of Paragraph 17.

2 The Original Agreement — Every Paragraph

The following is the complete paragraph-by-paragraph breakdown of the Combination Agreement dated March 29, 2017, with exact quotes from the signed document.

Para. 1 Term and Commencement

"The combination shall commence on April 16, 2017 (the 'Commencement Date') for an indefinite term (the 'Term') until terminated as set forth herein."

The agreement had no fixed end date. It ran until properly terminated under Paragraph 2. The arbitrator set the termination date at June 15, 2020. Everything that happened after that date — 905 patents, 206 USPTO outgoing documents, the nathlaw.com website listing — occurred after the agreement ended.

Para. 2 Termination

"This Agreement may be terminated by either party for convenience upon three (3) month's written notice to the other, or immediately upon either the death of LITMAN or his disqualification from the practice of law."

Termination required only three months' written notice. There was no obligation on either side to continue indefinitely. The agreement terminated June 15, 2020 per the arbitration award. All name use after that date is post-termination conduct.

Para. 3 NGM Has No Interest in Litman's Pre-Existing Assets

"Except as specifically agreed, NGM will have no financial interest in any equipment, bank accounts, 401(k) plan assets, software, telephone numbers, URLs, websites, receivables or other tangible or intangible assets used or owned by LITMAN before the Commencement Date."

This is the baseline: NGM had no rights in Litman's assets by default. Rights had to be "specifically agreed." The Amendment later transferred specific enumerated assets — telephone numbers, URLs, bank accounts, USPTO customer numbers. Personal name rights were not enumerated. They were not specifically agreed. Therefore, under Paragraph 3's own logic, NGM had no interest in Litman's personal name.

Para. 4 Office and Equipment

NGM takes over the lease at 8951-8957 Center Street, Manassas, Virginia, and purchases the existing office furniture and equipment from B&P. NGM incorporates all of B&P's files into the NGM system. No name-use provisions.

Para. 5 Litman's Role — "Senior Counsel" — NOT a Partner

"LITMAN will join NGM as Senior Counsel and will receive monetary compensation as provided herein, and afforded employee and other benefits on the same basis as the undersigned partners of NGM, but he shall not be a partner."
"LITMAN will not have any billing responsibility, but shall be primarily engaged in transitioning his current client relationships to NGM and engaging in new marketing and client development initiatives."
Critical for the consent defense: Goldberg's Affirmative Defense #10 claims consent was embedded in the contractual relationship. But this paragraph expressly states Litman was NOT a partner. He had no billing responsibility. He was a Senior Counsel engaged in transition and marketing. Partners make firm-wide decisions about attorney-of-record designations. Litman was not a partner and had no such authority — nor was any granted to NGM to use his name without asking him.

Para. 6 Staff Transfer — Exhibit A

"NGM and LITMAN will agree on which current B&P employees involved in LITMAN's practice will be offered employment by NGM. EXHIBIT A, attached hereto and incorporated by reference herein, is a list of employees which the parties have already agreed upon."

The Exhibit A staff list (see Section 6 of this document) includes the two individuals who became the operational mechanism of the Section 51 violations: James "Nick" Lafave and Martha S. Long. They were transferred as part of the client transition — not as agents authorized to sign Powers of Attorney using Litman's name indefinitely into the future.

Para. 7 Compensation Formula (Original — Replaced by Amendment)

"LITMAN's monetary compensation shall be based on collections... Twenty Percent (20%) of Revenue (defined below) received by NGM from LITMAN Originated Clients (defined below) plus Forty Percent (40%) of Revenue received from LITMAN's billings for work performed by him..."
"Upon termination of the Agreement, LITMAN or his estate shall be paid deferred monetary compensation equal to twenty percent (20%) of the Revenue... 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."
"'Revenue' means (i) money paid; (ii) the monetary value of any set-off of fees owed to NGM for a particular matter by a foreign associate against fees owed by NGM to a foreign associate for other matters; or (iii) other, similar bartering or non-cash income in each case excluding fees and disbursement advanced by NGM."
The Revenue definition matters for damages: The only permitted deduction from Revenue is "fees and disbursement advanced by NGM." NGM cannot deduct overhead, salaries, office costs, or anything else. The Amendment replaced the three-year post-termination window with five years (see Para. 1 of Amendment). The 20% formula is an operational certainty — NGM's own Payment Allocation Reports confirm it was applied mechanically every single month for 21 months.

Para. 8 Monthly Draw

"Commencing in June, 2017, LITMAN shall be paid a draw against monetary compensation in the amount of $25,000 per month payable each month in two equal installments on the regular payroll dates of NGM."

The $25,000 monthly draw was an advance against the 20% formula, subject to quarterly true-up. The parties agreed to reconcile revenue and compensation within two weeks after the end of each calendar quarter, with backup detail provided to Litman. NGM's failure to provide that backup detail is itself a contractual breach.

Para. 9 Definition of "LITMAN Originated Client" — All Middle East Clients

"As used herein, a 'LITMAN Originated Client' shall mean and refer to any client that has engaged or continues to engage NGM as a primary consequence of the efforts, reputation or other actions of LITMAN, including (i) all clients of Litman Law Offices, Ltd or B&P, which become clients of NGM; (ii) new clients from Saudi Arabia, Bahrain, Kuwait, Oman, Qatar, Jordan and the United Arab Emirates, and not to include clients of NGM as of the Commencement Date; (iii) other new clients developed by LITMAN; and (iv) an agreed upon allocation of Revenue to LITMAN for matters originated from NGM's existing clients based upon proportionate contributions of LITMAN and other NGM attorneys."
Every KFU, KSU, KNPC, KISR, UAEU, Kuwait University, and Qatar Foundation matter is a LITMAN Originated Client by definition. Subsection (ii) covers all of them — they are "new clients from" the listed Middle East countries. This is not interpretation or argument. It is the contract's own definition. NGM cannot claim these clients are "NGM clients" to reduce the 20% calculation. The contract defines them as Litman's.

Para. 10 Bar and CLE Dues

NGM pays CLE, bar, and membership dues previously paid by B&P for Litman and other attorneys. Administrative provision. No name-use implications.

Para. 11 Marketing and Expenses

"Expenses incurred in connection with LITMAN's role as Senior Counsel will be paid or promptly reimbursed by NGM, including hotel and airfare (Business Class or equivalent) and other travel and entertainment expenses in a manner mutually agreeable to all parties."

Litman's travel and marketing expenses were to be reimbursed. This paragraph contemplates Litman actively working as Senior Counsel — not a passive name being used on documents without his involvement.

Para. 12 Professional Liability Insurance

"NGM will add LITMAN and attorneys hired by NGM to its professional liability policy, effective on the Commencement Date and shall maintain such coverage at all times. NGM will cover up to Twenty-five thousand dollars ($25,000.00) the cost of tail policies insuring LITMAN for claims made on or after the Commencement Date for occurrences between October 1, 2012 and the Commencement Date, and for claims made after the date of termination for occurrences during the Term."
NGM added Litman to its professional liability policy. On July 6, 2021 — 13 months after termination — Goldberg signed an insurance application listing Litman as "Of Counsel." This was after the agreement ended. That application is an independent admission that Litman was being held out as connected to NGM at a time when the agreement had already terminated.

Para. 13 Costs

NGM responsible for all costs of the current location, equipment, and moving the practice. No name-use provisions.

Para. 14 Client Transition — The Scope of the Staff's Authority

"LITMAN will work with NGM to prepare mutually acceptable communications to LITMAN clients about the transition, provide suitable new client engagement letters in a form compatible with the forms used by NGM, and provide NGM with necessary information to complete thorough conflict checks. LITMAN's staff hired by NGM will be instructed to assist to a reasonable degree to assure a seamless transition of LITMAN clients to NGM's system."
The staff's authority had a defined scope and time horizon. They were to "assist to a reasonable degree" for a "seamless transition." Transition is a one-time event. It is not a permanent open-ended license for staff members to sign Powers of Attorney under Litman's name for the next eight years. Lafave signed 18 PTOL-85B forms. Long sent 40,694 emails. Neither act falls within the scope of "assuring a seamless transition." The transition ended in 2017. The name use continued through 2025.

Para. 15 Arbitration — McCammon Group

"Any claim or cause of action of any kind that the parties may have against each other, arising out of or connected with this Agreement, shall be determined by binding and confidential arbitration. All arbitration proceedings shall be administered and conducted by The McCammon Group, Ltd., according to its standard Arbitration Rules... The arbitration shall be conducted by a single arbitrator in Fairfax County, Virginia."

The June 14, 2023 arbitration award by Judge Horne arose under this provision. The arbitrator determined termination occurred on June 15, 2020. That finding is binding on both parties and cannot be relitigated in this action.

Para. 16 Severability

If any provision is unenforceable, the arbitrator is empowered to enforce the balance of the agreement. Standard provision.

Para. 17 Complete and Integrated Agreement — The Entire Agreement Clause

"This Agreement sets forth the complete and integrated agreement of the parties with respect to the subject matter set forth herein, which can be modified in writing signed by both co-managing partners of NGM and LITMAN."
This is the sentence that ends the consent defense. The agreement is complete and integrated. No external evidence — no informal understandings, no past practices, no oral conversations — can add terms that are not in the document. If consent to use Litman's name is not in this document or its Amendment, it does not exist as a legal matter. The word "consent" does not appear in either document. The word "name" does not appear in either document in connection with any grant of rights.

Para. 18 Binding on Successors

"Upon signature of LITMAN and both co-managing partners of NGM on this document... this shall constitute a binding agreement which shall be enforceable by LITMAN or his assigns or heirs against NGM, its successors or affiliates of the Co-Managing Partners."

The agreement binds NGM's successors and the Co-Managing Partners' affiliates. It is enforceable against Goldberg personally in his capacity as a Co-Managing Partner.

3 The Amendment — Every Paragraph

The Amendment to Agreement is dated May 7, 2017 — 39 days after the original. It is a separate three-page document signed by Litman, Goldberg, and Meyer. Its primary purpose was to extend the post-termination compensation period and to transfer specific enumerated assets from Litman to NGM. Every asset transferred is listed by name. Personal name rights are not on the list.

Recitals Context for the Amendment

"WHEREAS, LITMAN and NGM entered into an Agreement dated March 29, 2017 (the 'Agreement'), which set forth the terms and conditions relating to LITMAN's affiliation with NGM as Senior Counsel commencing April 16, 2017."

The Amendment identifies itself as modifying the March 29 Agreement. Nothing in the recitals references name use, Powers of Attorney, or attorney-of-record designations.

Para. 1 New Paragraph 7 — Five-Year Post-Termination Window

"Paragraph 7 of the Agreement is deleted in its entirety and in lieu thereof, the following is substituted: LITMAN's monetary compensation shall be based on collections... Twenty Percent (20%) of Revenue... from LITMAN Originated Clients... plus Forty Percent (40%) of Revenue received from LITMAN's billings for work performed by him... Upon termination of the Agreement, LITMAN or his estate shall be paid deferred monetary compensation equal to twenty percent (20%) of the Revenue... during the five (5) year period immediately following the termination of this Agreement, which such five (5) year period can optionally be extended by one or two years upon the mutual agreement of all parties."
The post-termination window: The original three-year window was extended to five years by mutual agreement. Termination was June 15, 2020. The five-year window therefore runs to June 15, 2025. The optional one-to-two year extension requires "mutual agreement of all parties" — no such agreement was reached. This means the 20% obligation ran, at minimum, through June 15, 2025, and the Revenue definition (money paid, excluding only fees and disbursements advanced by NGM) applied through that date. The Revenue definition in the replacement Paragraph 7 is identical to the original: Revenue excludes only "fees and disbursement advanced by NGM."

Para. 2 LLO Stock Transfer

"LITMAN hereby assigns, conveys and transfers to NGM all right, title and interest assigned, conveyed and transferred to him by Becker & Poliakoff, PA ('B&P') in the issued and outstanding stock of Litman Law Offices, LTD, a Virginia professional corporation ('LLO'), comprised of 1000 shares of common stock which represents 100 percent of LITMAN's stock ownership in LLO transferred by LITMAN to B&P on or about October 1, 2012."

NGM received the corporate shell of Litman Law Offices, Ltd. — 1,000 shares of stock in a Virginia professional corporation. This is the entity, not the person. A corporate stock transfer does not convey personal identity rights. New York Civil Rights Law Sections 50-51 protect the living individual, not a corporate entity.

Para. 3 Specific Asset Transfers — The Complete List

This is the paragraph that lists every specific asset transferred from Litman to NGM. Read it carefully because it is exhaustive — the entire agreement clause means this is the universe of what was transferred:

Telephone Numbers transferred:

URLs transferred (subject to Litman's perpetual royalty-free license for litman@4patent.com and rlitman@litmanlaw.com):

Online Groups transferred:

Freedom Bank Accounts transferred:

USPTO Customer Numbers transferred:

This list is the entire universe of what was transferred. Every item is enumerated with specificity — individual phone numbers, individual domain names, individual bank account numbers, individual USPTO customer numbers. The list does not contain: "Richard C. Litman's personal name." It does not contain: "the right to list Richard C. Litman as attorney of record." It does not contain: "authorization to execute Powers of Attorney under Litman's name." If the drafters intended to transfer name rights, they knew how to list specific items. They did not list this one.
The email license: perpetual but breached. Paragraph 3(b) grants Litman and his heirs "a royalty free license to use litman@4patent.com and rlitman@litmanlaw.com." This license was perpetual — it cannot be terminated. On July 18, 2025 — one day after Litman threatened litigation — Goldberg eliminated the litman@4patent.com email account. That elimination breached the contractually-granted perpetual license. The breach is documented: USPTO trademark correspondence was still being sent to rlitman@nathlaw.com as late as August 26, 2025, proving the accounts were operational channels for official government communications, not mere vanity addresses.

Para. 4 Indemnification of Litman for LLO Liabilities

"NGM agrees to indemnify and hold LITMAN harmless against any and all expenses, including reasonable attorney's fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by LITMAN in connection with the ownership and operation of LLO from the date of the transfer of his LLO shares to B&P, with NGM using best efforts to provide professional liability coverage for prior acts dating from October 1, 2012 to present."

NGM indemnifies Litman for liabilities arising from LLO's prior operations. This confirms that NGM accepted responsibility for the LLO corporate history — not that it acquired Litman's personal identity.

Para. 5 Rees Broome Legal Fees

"NGM agrees to promptly reimburse LITMAN for all legal fees paid to Rees Broome, PC and agrees to pay any remaining balance."

NGM reimburses Litman's legal fees from the transaction counsel (Rees Broome, PC). Administrative provision.

Para. 6 All Other Terms Remain — The Continuation Clause

"Except as set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect."

Everything in the original agreement that was not specifically modified by the Amendment remained in force. This includes Paragraph 17's entire-agreement clause, Paragraph 9's definition of LITMAN Originated Clients (all Middle East clients), Paragraph 5's "shall not be a partner" language, and Paragraph 14's "seamless transition" limitation on staff authority.

Para. 7 Binding Effect

"Upon signature of LITMAN and both co-managing partners of NGM on this document... this shall constitute a binding agreement which shall be enforceable by LITMAN or his assigns or heirs against NGM, its successors or affiliates of the Co-Managing Partners."

Same binding effect as Paragraph 18 of the original. Enforceable against Goldberg and Meyer personally as Co-Managing Partners.

4 What These Agreements Do Not Contain

This is the most important section. The following provisions are completely absent from both documents — searched word by word through the signed PDFs.

ABSENT: Any authorization to use "Richard C. Litman" as attorney of record on new patent filings.
The phrase "attorney of record" does not appear. The phrase "Line 74" does not appear. Powers of Attorney are not mentioned once in either document.
ABSENT: Any consent clause for personal name use on any document.
The word "consent" does not appear in either document.
ABSENT: Any mention of Powers of Attorney.
The mechanism Goldberg used to put Litman's name on every patent — a Power of Attorney designating Litman as the representative — is not referenced in any form in either document.
ABSENT: Any mention of patent Line 74 designations.
Line 74 of USPTO form PTOL-85B is where the attorney of record's name is printed. Not mentioned.
ABSENT: Any mention of trademark filings or TTAB proceedings.
245 trademark dockets list Litman as attorney or correspondent. None of that was authorized here.
ABSENT: Any license to personal identity, reputation, or professional goodwill.
The word "goodwill" does not appear. The word "reputation" does not appear in connection with any grant of rights.
ABSENT: Any mention of client-facing email using Litman's name.
The 50 unique @4patent.com aliases (kfu@, ku@, clientservice@, etc.) used as NGM's client-facing infrastructure are not mentioned. The email license grants Litman the right to use litman@4patent.com — it does not grant NGM the right to operate an entire client distribution infrastructure on Litman's domain.
ABSENT: Any mention of website listings, "Senior Counsel" designations on nathlaw.com, or any specific authorization for online name use.
Nathlaw.com showed Litman as "PATENT ATTORNEY" (no "Retired" designation) through June 21, 2025 — more than five years after termination. Neither agreement mentions the nathlaw.com website.
ABSENT: Any "courtesy" provision.
Goldberg's BOP response (February 26, 2026) described name inclusion as "purely as a courtesy." The word "courtesy" does not appear in either agreement. There is no courtesy clause. There is no provision of any kind addressing ongoing name use after termination.
Goldberg himself confirmed this absence. On April 22, 2021 — while the agreement was still nominally active — he wrote: "the Agreement does not mention the trademark rights, just the 4patent URLs." His own admission. The agreement does not mention trademark rights. It does not mention name use. It does not mention attorney-of-record designations. By his own words, the consent he now claims was never in the contract.

5 What the Agreements Prove for This Case

What Goldberg Claims What the Agreements Actually Say
"The Combination Agreements are the contractual basis for using Litman's name on patent front pages" (RFA Response #7, Feb. 17, 2026) Neither document mentions attorney-of-record designations, Line 74, or Powers of Attorney. Zero name-use provisions in 9 pages of contract text. Goldberg himself admitted in 2021 the agreement "does not mention the trademark rights, just the 4patent URLs."
"Litman was a partner and consented to firm operations" Para. 5 of the original: "he shall not be a partner." Expressly stated. Non-partner Senior Counsels do not have authority over attorney-of-record designations, nor does their role imply consent to name use by firm management.
"We can offset amounts owed before calculating the 20%" The Revenue definition (original Para. 7, replaced Amendment Para. 1/7) permits deduction of only "fees and disbursement advanced by NGM." Overhead, salaries, office expenses, and other costs cannot be deducted. The formula is applied to collections received — money actually paid by clients.
"The email accounts were properly eliminated" (Goldberg, July 2025) Amendment Para. 3(b) grants Litman and his heirs "a royalty free license to use litman@4patent.com and rlitman@litmanlaw.com." The license is perpetual — neither party can unilaterally terminate it. Eliminating the account on July 18, 2025 breached a contractual obligation.
"Transferring CN-37833 gave us the right to use Litman's name through that customer number" Amendment Para. 3 transfers the USPTO Customer Numbers 24396 and 37833 as administrative routing mechanisms — they tell the USPTO where to send mail. CN-37833 routes general patent correspondence (905+ patents); CN-24396 routes Nicola Pizza trademark correspondence (9 registrations, filings under Litman's name as late as July 2, 2025). (CN-24396 = Nicola Pizza confirmed by Richard Litman, April 10, 2026.) Customer numbers are routing identifiers, not personal name licenses. The transfer gave NGM the ability to receive correspondence. It did not give NGM the right to list "Richard C. Litman" as attorney of record on hundreds of patents or to file trademark declarations under his name.
"The relationship was ongoing even after the nominal termination date" Para. 2 of the original: terminable upon three months' written notice. The arbitrator fixed termination at June 15, 2020. That finding is binding. Whatever informal relationship may have continued, the formal contractual basis — and Goldberg's only claim to any authorization — ended on June 15, 2020.
"KFU, KSU, KISR, Kuwait University, UAEU, and other Middle East clients are NGM's clients" Para. 9 of the original: "LITMAN Originated Client" expressly includes "new clients from Saudi Arabia, Bahrain, Kuwait, Oman, Qatar, Jordan and the United Arab Emirates." Every major Middle East institutional client is a LITMAN Originated Client by the contract's own definition. The 20% formula applies to every dollar collected from these clients.
"Litman consented because he continued to work and accepted payments" Para. 17 of the original: the agreement "can be modified in writing signed by both co-managing partners of NGM and LITMAN." No written modification expanding name-use rights was ever signed. Continued receipt of payments is not consent to name use — it is performance under the existing compensation formula. NY CRL Section 50 requires written consent for commercial name use.
"The LLO share transfer and service mark transfer included name rights" Amendment Para. 2 transfers stock in the corporate entity LLO. Amendment Para. 3 lists specific assets with specificity. Neither transfers personal identity. NY CRL Sections 50-51 protect the person, not the corporation. The service mark for "Litman Law Offices, Ltd." is a corporate trade name — it does not authorize use of "Richard C. Litman" as a living individual attorney on new filings.

6 The Staff Who Became the Mechanism

Exhibit A to the original agreement lists the thirteen B&P employees who were offered employment by NGM as part of the practice transfer. Two of them became the operational mechanism through which Litman's name continued to appear on USPTO documents for years after the agreement terminated.

Exhibit A — Complete Staff List (signed by both parties):
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.

James "Nick" Lafave — 18 PTOL-85B Forms

Lafave was a docketing paralegal transferred from B&P to NGM under this exhibit. Under Paragraph 14, he was instructed to "assist to a reasonable degree to assure a seamless transition." That transition was a one-time event in 2017. Instead, Lafave went on to sign 18 PTOL-85B forms listing Litman as attorney of record — patent prosecution forms that placed Litman's name on the front pages of issued patents. The last of these was filed years after termination. Paragraph 14 authorized transition assistance. It did not authorize him to execute attorney designations under Litman's name indefinitely into the future.

Martha S. Long — 40,694 Emails

Long was a client services manager transferred under this exhibit. She sent over 40,000 emails to paying clients using language such as "I have worked with Richard Litman for 27 years" — language that directly invoked Litman's personal name and professional reputation to retain client business. Under Paragraph 14, she was to assist in the transition. Nothing in either agreement authorized her to use Litman's name as a sales tool to solicit and retain clients on NGM's behalf for five-plus years after termination. These emails are individual Section 51 commercial uses.

The staff were transferred for a defined purpose that has a beginning and an end. Para. 14 is clear: they assist "to a reasonable degree to assure a seamless transition." A transition is complete or it is not a transition — it is an ongoing arrangement. NGM used the transferred staff as an ongoing name-use mechanism for eight years. That use far exceeded the scope of what the agreement authorized.

7 The Internal Contradiction Goldberg Cannot Explain

February 17, 2026 — RFA Response #7: Goldberg claims the Combination Agreements are the contractual basis for using Litman's name on patent front pages.

February 26, 2026 — BOP Response: Goldberg describes the name inclusion as "purely as a courtesy."

Nine days apart. Two sworn litigation positions. Mutually exclusive.

If name use was contractual, it was obligatory under the agreement. If it was a courtesy, it was voluntary and outside the agreement. These positions cannot both be true. A thing cannot be simultaneously required by contract and also a discretionary act of grace. The contradiction was made in sworn litigation submissions — RFA responses and BOP responses both carry the force of party admissions.

The agreements themselves confirm the contradiction. They contain no contractual name-use provision and no courtesy provision. There is nothing in either document that addresses how Litman's name appears on patents. Goldberg has oscillated between two legally incompatible positions because neither one is supported by the actual text of the documents he signed.

At deposition, this contradiction will be the first order of business:

"Mr. Goldberg, on February 17 you told us under oath that the Combination Agreements authorized the name use. Nine days later you told us it was purely a courtesy. I have both documents in front of you. Please point me to the paragraph in either agreement that says anything about using Richard Litman's name on a patent."

8 Timeline of the Contractual Relationship

Date Event
March 29, 2017 Original Combination Agreement signed by Litman, Goldberg, and Meyer
April 16, 2017 Commencement Date — NGM practice formally begins
May 7, 2017 Amendment signed — five-year post-termination window, specific assets transferred
June 15, 2020 Termination date per arbitration award — all 905 patents and subsequent name uses occur after this date
June 14, 2023 Arbitration decision by Judge Horne — confirms termination 6/15/2020; arbitrator finds "Goldberg is not a party to the contracts"
January 14, 2025 Patent 12,194,434 issued — last patent to list Litman as attorney on Line 74
January 21, 2025 Patent 12,201,650 issued — first NGM patent to list Goldberg on Line 74 instead of Litman. Switchover complete.
June 15, 2025 End of five-year post-termination compensation window — 20% obligation runs through this date at minimum
July 18, 2025 Goldberg eliminates litman@4patent.com — breaches the perpetual email license in Amendment Para. 3(b)
June 15, 2027 End of maximum seven-year extension period (if optional extensions had been mutually agreed — they were not)
The optional extension was never exercised. Amendment Para. 1/7 allows the five-year window to be "optionally extended by one or two years upon the mutual agreement of all parties." No mutual written agreement extending the window was ever signed. The 20% obligation therefore ran through June 15, 2025, and ended there. NGM's continued use of Litman's name after that date is not even an argument about whether the agreement authorized it — the agreement had fully expired by then.

9 Bottom Line — Why This Wins the Case

These two documents do the following for the case:

1. Establish the 20% obligation as a contractual certainty — not an aspiration or a disputed figure — running from April 2017 through June 15, 2025 at minimum, on all collections from LITMAN Originated Clients.

2. Define every Middle East institutional client (KFU, KSU, KNPC, KISR, UAEU, Kuwait University, Qatar Foundation, and all others) as a LITMAN Originated Client by contract, foreclosing any argument that they are "NGM's clients" for purposes of the 20% calculation.

3. Prove Litman was NOT a partner (Para. 5: "shall not be a partner") — destroying the implied-consent argument that a partner's participation equals name-use consent.

4. Confirm the permitted deductions from Revenue: only "fees and disbursement advanced by NGM" — not overhead, not salaries, not office costs.

5. Grant a perpetual email license that was breached on July 18, 2025 — an independent contract claim on top of the Section 51 claim.

6. List every asset transferred with specificity in Amendment Para. 3 — and prove by that specificity that personal name rights were not transferred because they are not on the list.

7. Destroy the consent defense entirely through the entire-agreement clause (Para. 17): the agreement is "complete and integrated." Consent to name use is not in it. Therefore, under the law governing integrated agreements, consent does not exist.

8. Bind Goldberg personally through his signature as Co-Managing Partner on both documents — and Paragraph 18/Amendment Para. 7 make the agreement enforceable against "affiliates of the Co-Managing Partners."

The consent defense requires Goldberg to argue that a consent was embedded in an agreement that does not mention consent, name use, Powers of Attorney, attorney-of-record designations, or any related concept — in an agreement that the parties expressly declared to be "complete and integrated." That argument is legally impossible under the parol evidence rule and the plain language of Paragraph 17. Both documents are signed. Both are in evidence. Both are silent on name use. The silence is dispositive.

10 Quick Reference — Key Language to Know Cold

Provision Exact Quote Source
Not a partner "he shall not be a partner" Original, Para. 5
No pre-existing interest "Except as specifically agreed, NGM will have no financial interest in any... tangible or intangible assets used or owned by LITMAN before the Commencement Date" Original, Para. 3
All Middle East clients are Litman's "new clients from Saudi Arabia, Bahrain, Kuwait, Oman, Qatar, Jordan and the United Arab Emirates" Original, Para. 9(ii)
Revenue definition — only permitted deduction "excluding fees and disbursement advanced by NGM" Original Para. 7 / Amendment Para. 1
Staff scope of authority "assist to a reasonable degree to assure a seamless transition" Original, Para. 14
Entire agreement clause "This Agreement sets forth the complete and integrated agreement of the parties" Original, Para. 17
Written modification required "can be modified in writing signed by both co-managing partners of NGM and LITMAN" Original, Para. 17
Five-year post-termination window "five (5) year period immediately following the termination of this Agreement" Amendment, Para. 1
Perpetual email license "subject to LITMAN and his heirs having a royalty free license to use litman@4patent.com and rlitman@litmanlaw.com" Amendment, Para. 3(b)
All other terms continue "all other terms and conditions of the Agreement shall remain in full force and effect" Amendment, Para. 6
Binding on affiliates "enforceable by LITMAN or his assigns or heirs against NGM, its successors or affiliates of the Co-Managing Partners" Original Para. 18 / Amendment Para. 7
Privileged & Confidential — Attorney Work Product — Prepared for Richard C. Litman
Litman v. Goldberg, Index No. 524343/2025 — NY Supreme Court, Kings County
April 9, 2026