Document: "20170512_BP and NGM Amendment 5617 002.docx" Effective Date: May 8, 2017 Parties: Becker & Poliakoff, PA ("B&P") and Nath, Goldberg and Meyer ("NGM") Analysis Date: 2026-03-22
Section 3(i) explicitly transfers "the federal service mark registration of Litman Law Offices, Ltd." to NGM as part of the $214,532 payment.
Critical distinction: What was sold was the service mark for the entity "Litman Law Offices, Ltd." (the corporation, "LLO"). This is the corporate trade name, NOT a blanket license to use Richard Litman's personal name on patent filings, USPTO correspondence, or the nathlaw.com website.
Why this matters for Count V (NY CRL Sections 50-51): - A service mark transfer for a defunct law firm entity does NOT authorize using a living person's name on new patent prosecution documents years later. - The service mark covers the business identity "Litman Law Offices, Ltd." -- not the name "Richard Litman" as an individual attorney of record. - After B&P dissolved its IP practice and LLO ceased operations, the service mark's practical utility expired. Using "Richard Litman" on patent filings from 2020-2025 cannot be justified by ownership of a defunct firm's service mark.
The recitals (WHEREAS clauses) describe a chain of share transfers: 1. Litman originally held LLO shares. 2. B&P acquired LLO shares from Litman in exchange for B&P shares (via a Shareholder's Agreement). 3. B&P transferred those shares back to Litman or his assigns after the Coordination Agreement. 4. Litman then assigned the LLO shares to NGM.
Implication: NGM acquired the corporate shell of Litman Law Offices, Ltd. This gave them the entity, not the person.
There is no consent clause in this Amendment. The document contains: - No provision authorizing NGM to use Richard Litman's personal name - No provision requiring Litman's consent for name use - No provision addressing Litman's continued involvement or lack thereof - No provision about how Litman's name would appear on patent filings - No non-compete or ongoing obligation by Litman to NGM - No licensing of Litman's personal name, likeness, or professional identity
This silence is devastating to Goldberg's Affirmative Defense #10 (consent). If NGM had obtained consent to use Litman's name on ongoing patent prosecution, it would have been memorialized here -- in the very document that transferred the service mark and settled all financial obligations between the parties.
The absence of any name-use license or consent provision means: - NGM purchased a corporate service mark, not a personal name license. - Any use of "Richard Litman" on patent documents after this agreement would require separate, independent consent from Litman himself. - Goldberg cannot point to this agreement as authorization for listing Litman as attorney of record on 905+ patents through 2025.
There is no termination clause for name use because there is no name-use grant. The Amendment does not: - Set any time limit on use of the service mark - Provide for wind-down of Litman's name on pending matters - Address transition of attorney-of-record designations - Require notification to clients about the change in responsible attorney
Implication: The complete silence on name-use transition reinforces that the parties did not contemplate NGM using Litman's personal name. The assumption was that B&P's IP practice was dissolving and NGM was taking over the clients -- not that Litman's name would continue to appear as if he were still the practicing attorney.
The dispute resolution provision has three tiers: 1. Executive negotiation -- senior executives of B&P and NGM meet to resolve 2. Non-binding mediation -- mutually selected independent third party 3. Binding arbitration -- Fairfax County, Virginia, AAA expedited rules
Key details: - Venue: Fairfax County, Virginia - Rules: AAA expedited arbitration - Scope: "Any controversy or claim arising out of or relating to this Amendment or the Agreement" - Exclusivity: "to the exclusion of a court of law" - Enforcement: judgment on award may be entered in any court with jurisdiction
Relevance to Litman's case: This arbitration clause binds B&P and NGM only. Litman is NOT a party to this Amendment. The June 14, 2023 arbitration decision referenced in the case timeline likely arose under this clause. However, Litman's personal Section 51 claim against Goldberg is a separate cause of action by a non-party to this agreement, properly filed in court (not arbitration).
(Calculated as $225,000 agreed amount minus $10,468 for May rent of Manassas office paid directly by NGM)
| Item | Section | Description |
|---|---|---|
| Service Mark | 3(i) | Federal service mark registration of "Litman Law Offices, Ltd." |
| Insurance Policy | 3(ii) | Office Overhead Policy for LITMAN's disability |
| Tail Coverage | 3(iii) | Extended Reporting Endorsement (Oct 2012) from LLO's professional liability insurer |
| Accounts Receivable | 3(iv) | Entire rights, title and interest to A/R of the IP Practice, including filing fees and other monies advanced by B&P |
| Bank Accounts | 3(v) | Exclusive ownership and legal responsibility of Freedom Bank Accounts and all monies therein |
| Rent/Expenses | 3(vi) | Rent and other expenses per the original Agreement through May 31, 2017 |
The "consent" defense collapses. This is the definitive contract between the parties. If consent to use Litman's name had been granted, it would be here. It is not.
The service mark is NOT the same as the personal name. "Litman Law Offices, Ltd." is a corporate entity name. Using "Richard Litman" personally on patent documents is a fundamentally different act. Goldberg purchased the right to a corporate brand, not a personal identity.
The financial settlement is complete. Section 3 states the payment is "full and final settlement of all amounts due B&P." There is no ongoing relationship, no continuing obligations, no residual rights that would justify continued name use.
Litman is not a party. The Amendment is between B&P and NGM. Even the service mark transfer was from B&P (the corporate owner) to NGM. Litman's personal rights under NY CRL Sections 50-51 are not addressed or waived by this agreement.
| Goldberg Argument | Rebuttal |
|---|---|
| "We bought the service mark, which includes the right to use Litman's name" | Service mark for a defunct entity does not equal personal name license. NY CRL Sections 50-51 protect the person, not the corporation. |
| "The LLO share transfer shows Litman consented to NGM using his name" | Share transfer of corporate shell does not waive personal publicity rights. Shares in LLO were transferred through B&P, not directly by Litman to NGM. |
| "The Coordination Agreement (April 14, 2017) contained broader name-use rights" | If so, produce it. But the Entire Agreement clause (Section 6) says this Amendment + the Agreement constitute the "entire agreement" and supersede all other understandings. If name-use rights existed, they would be in one of these two documents. |
| "Litman was involved in the transition and impliedly consented" | Implied consent is not a defense under NY CRL Section 51, which requires written consent. Even if it were, using someone's name for 5+ years after they left the practice far exceeds any implied transition consent. |
The original Coordination Agreement dated April 14, 2017 is referenced repeatedly but not attached. It may contain additional provisions about client transition, name use, or Litman's obligations. It should be obtained through discovery or from Litman directly.
Analysis prepared for litigation support in Litman v. Goldberg, Index No. 524343/2025.