Date of Analysis: 2026-04-15
Source Documents:
1. evidence/google_drive_download_20260415/2020 Amendment Disability.docx — Template/reference file (NOT an executed agreement)
2. evidence/google_drive_download_20260415/2020.06.04-2d_Amendment to NMG_Agreement_Litman.docx — The actual Second Amendment draft
IMPORTANT: This is NOT an executed amendment. This file is a collection of contract-drafting reference materials, legal blog excerpts about contract elements (preambles, recitals, conditions, representations/warranties/covenants), and sample agreement language from unrelated transactions (including a "Contingent Payment Agreement" for Addus HealthCare, Inc. dated September 19, 2006, and a trademark security interest grant). It appears to be research/reference material Litman compiled when preparing to draft the Second Amendment. No operative terms, no signatures, no case-specific provisions.
THIS IS THE SUBSTANTIVE DOCUMENT. Filename date: June 4, 2020. Contains TWO versions of the Second Amendment within a single file:
Both versions are DRAFTS — neither appears to have been executed (signature lines are blank). The file is dated June 4, 2020 in the filename but both versions state an Effective Date of March 15, 2020.
Disability determination: "As of the Effective Date, Litman is 'disabled' within the meaning of Litman's disability insurance policy provided by _______ [insurer name left blank], since he is unable to maintain his travel schedule to continue interacting with his contacts and clients in the Middle East and is unable to continue working actively as an attorney and performing services after that date."
Litman terminates; five-year payout triggered: "Because of Litman's disability, Litman is notifying NGM that he is terminating the Agreement and desires for the five-year payout period under Paragraph 7, as amended, to commence immediately following the Effective Date."
Personal goodwill recognition: "Prior to the Effective Date, NGM has been treating all payments to Litman as compensation for services rendered by him, when in fact, most of such payments related to Litman's personal goodwill established prior to the date of the original Agreement and maintained by Litman during the term of the Agreement."
Tax recharacterization intent: Litman desires, and NGM is willing, to treat payments during the five-year period as payments for "personal goodwill" (capital asset) rather than compensation.
Contains critical factual recitals that go beyond Version A:
A. Litman started as solo practitioner 1982; formed Litman Law Offices, Ltd. (VA professional corporation) 1983; U.S. Trademark Reg. No. 1,861,297 for LITMAN LAW OFFICES LTD issued Nov 1, 1994, transferred to NGM by the Amended Agreement.
B. October 1, 2012: Litman entered agreements with Becker & Poliakoff (B&P); became equity partner in B&P; Practice Group Leader.
C. 2017 Agreement: Litman merged his Practice into NGM with expectation of generating "$2-3+ million per year in Revenue from Litman Originated Clients as a result of Litman's ability, skills, reputation, network and repeat clientele, particularly major growing client relationships in the Arab World."
D. Termination provisions confirmed: "Subject to termination in the event of Litman's death or disqualification from the practice of law, or by 90 day notice by either party." Senior Counsel role: "principal duty being to introduce Goldberg and Meyer to his relationships in the Arab World, guide them in navigating the customs, culture and business practices in these countries."
E. Compensation confirmed: "20% of Revenues from Litman Originated Clients plus 40% of Revenues for his own work, although no billing is required."
F. CRITICAL — Payment default documented: "NGM did not pay approximately $25,000 due Litman by April 14, 2020." This Amendment "reflects the mutual intent to excuse the delay in making this particular payment in view of exigent circumstances" but requires that "monies due Litman are segregated when the Revenue is received until paid to Litman."
G. Five-year payout: 20% of Revenue from Litman Originated Clients during 5 years following death/disqualification or 90-day notice.
H. CRITICAL — Relationship continuation: "Neither NGM or Litman want to end Litman's relationship with NGM in that Litman's connection with NGM helps NGM maintains and expands client relationships in the Arab World." Medical leave "of undetermined length, at least through June 30, 2025."
I. Definitions carry forward from 2017 Agreement.
Section 1 — Earnout from Revenue - 1.1: Joint and several liability: "NGM, Goldberg and Meyer shall be jointly and severally obligated to pay... deferred payments of 20% of the Revenue collected during this period." This is stronger than Version A — it names Goldberg and Meyer individually as obligors. - Payment period: From MetLife disability determination date through 5 years after. - Payable "to LITMAN, his assigns, heirs or estate, or a trust established by LITMAN." - 1.2: Monthly reporting required (Exhibit I format); payment due by 5th of following month. - 1.3: Contains earnout provisions adapted from the Addus HealthCare agreement — not NGM-specific.
Section 3 — Acceleration Events - Comprehensive list including failure to pay, bankruptcy, change of control, dissolution.
Section 5 — Miscellaneous - 5.2: Attorney's fees to substantially prevailing party. - 5.5: Modification requires written agreement. - 5.9: Governing law = New Jersey (likely carried over from template; may not reflect actual intent).
YES — SIGNIFICANTLY. Version A's Recital states Litman "is notifying NGM that he is terminating the Agreement" effective March 15, 2020, and the five-year payout period commences immediately. However, Background H in Version B contradicts this: "Neither NGM or Litman want to end Litman's relationship with NGM" — instead characterizing it as "medical leave of undetermined length, at least through June 30, 2025."
This is the central tension: the polished draft frames it as a termination triggering the 5-year payout; the detailed draft frames it as a medical leave with continued relationship. Both agree the 5-year payment period runs from March 15, 2020.
The original Agreement's termination triggers were: death, disqualification, or 90-day notice. The Second Amendment effectively adds disability as a trigger for the five-year payout period while simultaneously attempting to preserve the ongoing relationship (and thus continued name use).
CRITICAL: Under either version, the five-year payout period runs March 15, 2020 through March 15, 2025. The Agreement explicitly states the payout continues for 5 years. This means the payment obligation extends through at minimum March 15, 2025 — and the latest confirmed name uses (Finding #70: July 24, 2025; Finding #75: Aug 23, 2025 website) are BEYOND this period.
DISABILITY: Yes — both versions establish that Litman became disabled as of March 15, 2020, unable to travel to the Middle East or work actively as an attorney. The disability triggers the five-year payout. Version B references MetLife as NGM's long-term disability insurer.
SENIOR COUNSEL STATUS: Indirectly. Version A Recital states the Agreement "provided for Litman's affiliation with NGM as Senior Counsel." Version B Background D repeats this. Neither version explicitly terminates or modifies the Senior Counsel designation. Version B Background H states the parties don't want to end the relationship — which supports continued Senior Counsel status.
NAME USE: NEITHER VERSION CONTAINS ANY PROVISION REGARDING USE OF LITMAN'S NAME. This is the critical absence. The document: - Recognizes Litman's "personal goodwill" consisting of "personal relationships, ability, personality and reputation" - Acknowledges the trademark LITMAN LAW OFFICES LTD was transferred to NGM - References Litman's "ability, skills, reputation, network and repeat clientele" - But NEVER addresses: who may use Litman's personal name on patents, correspondence, website, or any other public-facing materials - NEVER grants consent for NGM to use Litman's name - NEVER authorizes powers of attorney bearing Litman's name - NEVER mentions line 74 of patents, USPTO customer numbers, or attorney-of-record designations
NO — both versions CONFIRM the 20% formula. Version A Section (d) clarifies that "Revenue" means gross fees collected, not reduced by costs. Version B Section 1.1 explicitly states "20% of the Revenue collected." Version B Background E confirms "20% of Revenues from Litman Originated Clients plus 40% of Revenues for his own work."
The formula is unchanged: 20% of gross Revenue from Litman Originated Clients.
NO. ZERO CONSENT LANGUAGE. Neither version contains any provision: - Granting NGM permission to use Litman's name - Authorizing NGM to file powers of attorney in Litman's name - Authorizing NGM to list Litman as attorney of record on patents - Authorizing NGM to display Litman's name, photo, or biography on any website - Granting any license to Litman's name, image, or likeness - Even mentioning the concept of "name use" in any context
This is devastating for Goldberg's consent defense. The parties had their lawyers draft a detailed amendment addressing disability, payment terms, benefits, reporting, audit rights, acceleration, and assignment — yet NOBODY thought to include a single word about name use. If there were an understanding that NGM could continue using Litman's name on hundreds of patents and public materials, it would have appeared here. Its absence is dispositive.
Combined with the original Combination Agreement and First Amendment (which also contain zero name-use provisions per CLAUDE.md Finding #17: "COMBINATION AGREEMENTS: Read every word — zero provisions on personal name use, consent, goodwill, or POA authorization"), all THREE contractual documents between Litman and NGM are now confirmed to contain zero provisions authorizing use of Litman's personal name. The contractual record is unambiguous: NGM was never authorized to use Litman's name.
The Second Amendment's express recognition that "substantially all of the value" is attributable to Litman's "personal relationships, ability, personality and reputation" — and that this constitutes "personal goodwill" that belongs to Litman, not LLO — directly supports the Section 51 misappropriation claim. If the goodwill is personal to Litman and NGM is paying to purchase it, then NGM using Litman's name WITHOUT his consent to continue generating that goodwill is misappropriation.
Version B Section 1.1 states "NGM, Goldberg and Meyer shall be jointly and severally obligated." If this version was the one negotiated (even if unsigned), it reflects the parties' understanding that Goldberg and Meyer bear PERSONAL liability — supporting the Count V personal liability theory.
The quarterly reporting and audit rights in Version A Section (e) provide a contractual basis for demanding the exact financial records NGM has been withholding: - Revenue by client, by matter, with collection dates - Full books and records access - Independent audit with NGM cooperation - Deficiency penalties
Every month NGM failed to provide these reports is a breach. This stacks with Finding #50 (8-month PAR suppression) and Finding #37 (CN-37833 access refused).
The Second Amendment promised health insurance through March 15, 2025. Benefits were actually cut June 30, 2025 (Finding #81), which is 3+ months beyond the contractual end — but the COBRA violation (Finding #111) and the use of health insurance as leverage over Cheryl's Crohn's care remain actionable.
If Goldberg or Meyer dies or becomes permanently disabled, all remaining payments become immediately due. The weighted-average formula provides a concrete damages calculation methodology that could yield significant acceleration payments.
The explicit definition of Revenue as "gross fees collected... not to be offset or reduced by the cost of generating such revenue" confirms that the 20% formula applies to gross collections, not net. This validates the $8.6M firm-wide Litman-originated fees / $1.73M Litman 20% share calculation from Finding #66.
CRITICAL OPEN QUESTION: Was this Second Amendment ever executed? The Version A signature blocks are blank. Version B shows "/s/" marks for Goldberg and Meyer but no Litman signature. The existence of two versions in one file suggests this was still being negotiated as of June 4, 2020.
If UNSIGNED: The draft still has evidentiary value as evidence of the parties' intent and negotiations. The recitals contain factual admissions (disability, $25K payment default, personal goodwill). But it would not be a binding contract modification.
If EXECUTED (a final signed version exists elsewhere): Then the reporting, audit, acceleration, and benefits provisions are enforceable contract terms that NGM has systematically breached.
ACTION ITEM: Ask uncle whether a final signed version of the Second Amendment exists and, if so, obtain a copy with signatures.
| Finding | Connection |
|---|---|
| #17 (Combination Agreements — zero name-use provisions) | CONFIRMED across all three documents now |
| #19 ($16.2M accounting gap) | Reporting/audit rights breached |
| #20 (Professional liability policy — "Of Counsel" 7/6/2021) | Contradicts "terminated" framing; consistent with "medical leave" |
| #37 (CN-37833 access refused) | Violates audit cooperation obligation |
| #42 (LITMAN LAW OFFICES trademark owned by Goldberg's entity) | Background A confirms this trademark transfer |
| #50 (8-month PAR suppression) | Violates quarterly reporting obligation |
| #66 (20% rule validated) | Revenue definition confirms gross-fee basis |
| #78 (March 2021 "Case Act" admissions) | "$25,000/month as a W-2" matches Section (c) benefits |
| #86 (Exhibit R — contractual kill-shot) | Second Amendment reinforces: no name-use consent anywhere |
| #93 (Arbitrator's "alter ego" finding) | Joint and several liability in Version B |
| #97 (Agreement dates confirmed) | March 29, 2017 / May 7, 2017 / now March 15, 2020 |