Legal Analysis: Amendment to Coordination Agreement (B&P / NGM)
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: 2026-03-28 (updated with full contract analysis)
1. Use of Litman's Name -- What Was Transferred
The "Litman Law Offices" Service Mark
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.
LLO Shares
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.
2. What IS in the Contracts vs. What Is NOT
Confirmed Word-by-Word Review (March 27, 2026)
Both the original Combination Agreement (March 29, 2017) and the Amendment (May 8, 2017) were read word by word. The following table compares what the contracts actually transfer against what Goldberg claims they authorize.
What IS in the Contracts
| Provision | Section | Description |
|---|---|---|
| Corporate stock transfer | Recitals / 3 | LLO shares transferred through B&P to NGM |
| Service mark | 3(i) | "Litman Law Offices, Ltd." -- the corporate entity name only |
| Insurance policy | 3(ii) | Office Overhead Policy for Litman's disability |
| Tail coverage | 3(iii) | Extended Reporting Endorsement from professional liability insurer |
| Accounts receivable | 3(iv) | All rights and title to A/R of the IP Practice |
| Bank accounts | 3(v) | Freedom Bank accounts and all monies therein |
| Domain names | Original Agreement | Administrative routing identifiers for the practice |
| Phone numbers | Original Agreement | Business telephone numbers associated with the practice |
| Customer numbers | Original Agreement | USPTO customer numbers CN-37833 and CN-24396 -- administrative routing mechanisms. CN-37833 = general patent correspondence routing (905+ patents). CN-24396 = Nicola Pizza trademark correspondence routing (9 registrations, filings under Litman's name as late as July 2, 2025). (CN-24396 = Nicola Pizza confirmed by Richard Litman, April 10, 2026.) |
What Is NOT in the Contracts
| Missing Provision | Significance |
|---|---|
| Authorization to use "Richard Litman" personal name | No personal name license of any kind |
| Right to list Litman as attorney of record | Not mentioned anywhere |
| The word "consent" | Does not appear in either document |
| The word "goodwill" | Does not appear in either document |
| "Power of Attorney" or "POA" | Not mentioned in either document |
| Right to list Litman on nathlaw.com | Not addressed |
| Any ongoing professional services from Litman | No obligation to continue working |
| License to Litman's USPTO registration number | Not referenced |
| Non-compete or post-departure obligation | None imposed on Litman |
| Termination date for any name use | No time limit because no name-use grant exists |
What Goldberg Claims vs. What the Contracts Actually Say
| Goldberg's Claim | What the Contract Says | Why It Fails |
|---|---|---|
| "The Combination Agreements are written consent for Line 74 listings" (RFA #7 response, Feb 17, 2026) | Zero provisions about Line 74, attorney-of-record designations, or patent front pages | "Power of Attorney" is not mentioned once in either contract. A contract that does not reference the mechanism of the alleged conduct cannot authorize it. |
| "The service mark transfer included the right to use Litman's name" (Affirmative Defense #10) | Section 3(i) transfers "the federal service mark registration of Litman Law Offices, Ltd." only | A corporate entity service mark is not a personal name license. NY CRL Sections 50-51 protect the person, not the corporation. |
| "Name use was purely as a courtesy" (BOP Response, Feb 26, 2026) | No "courtesy" provision exists; no provision of any kind addresses ongoing name use | A "courtesy" is the opposite of a contractual right. Goldberg contradicts his own RFA response (contractual basis) within 9 days. |
| "Litman's communications to Defendant requesting his continuing association with NGM" (Discovery Response No. 1) | No consent language in either contract; no reference to post-termination association | Informal communications cannot substitute for the "written consent" required by NY CRL Section 50. Moreover, Litman explicitly objected in writing at least five times (2021-2025). |
| "The LLO share transfer shows Litman consented to NGM using his name" | Shares transferred through B&P, not directly by Litman to NGM | Share transfer of a corporate shell does not waive personal publicity rights. Litman was not even a direct party to this Amendment. |
3. The "Purely as a Courtesy" Self-Contradiction
On February 17, 2026, Goldberg served his RFA responses. In response to RFA #7, he claimed the Combination Agreements are the contractual basis for using Litman's name on patent front pages.
Nine days later, on February 26, 2026, Goldberg served his BOP response describing the name inclusion as "purely as a courtesy."
You cannot claim both a contractual right AND a courtesy. If it was contractual, it was obligatory. If it was courtesy, it was voluntary. These are mutually exclusive positions taken under oath within nine days of each other.
This contradiction, standing alone, destroys the consent defense. The contracts themselves confirm the contradiction: they contain no courtesy provision, no consent provision, and no name-use provision of any kind.
4. The Arbitrator Confirmed: "Goldberg Is Not a Party to the Contracts"
On June 14, 2023, the arbitrator (Judge Horne) issued a finding that "Goldberg is not a party to the contracts" (NYSCEF Doc 34). This is fatal to the consent defense for the following reason:
If Goldberg is not a party to the Combination Agreements, he cannot derive personal authority from them to use Litman's name. His 16 POA signatures (filed under Reg. 44126) were personal acts, not acts authorized by a contract to which he is a party. This means:
- The contracts were between B&P and NGM (Amendment) or between Litman and NGM (Combination Agreement).
- Goldberg personally signed the POAs -- individual volitional acts by a non-party to the contracts.
- Even if the contracts somehow authorized name use (they do not), that authorization would run to NGM as an entity, not to Goldberg personally.
- Under Turane v. MGN, LLC and NY LLC Law Section 609, Goldberg is personally liable for his own tortious conduct regardless of any corporate relationship.
4. Arbitration Clause (Section 7)
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).
5. What Was Transferred and For How Much
Total Payment: $214,532
(Calculated as $225,000 agreed amount minus $10,468 for May rent of Manassas office paid directly by NGM)
Itemized Transfers:
| 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 |
What Was NOT Transferred:
- Richard Litman's personal name or identity
- Right to use "Richard Litman" as attorney of record
- Right to list Litman on the nathlaw.com website
- Any ongoing professional services from Litman
- Any license to Litman's USPTO registration number
- Client relationships (handled in original Coordination Agreement, not this Amendment)
6. Strategic Implications for Litman v. Goldberg
Strengthens Litman's Position:
-
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's Likely Counter-Arguments (and Rebuttals):
| 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. |
Both Contracts Now in Hand
As of March 27, 2026, both the original Combination Agreement (March 29, 2017) and the Amendment (May 8, 2017) have been recovered from the arbitration record and uncle's Gmail. Both were read word by word. Neither contains any provision authorizing the use of Richard Litman's personal name on government filings. The Entire Agreement clause (Section 6) states these two documents constitute the "entire agreement" and supersede all other understandings. There is nowhere left for Goldberg to find contractual authorization.
7. Connection to Known Evidence
- Goldberg signed this Amendment as "Co-Managing Partner" -- confirming his personal authority over and involvement in the acquisition of the LLO service mark and assets.
- The $214,532 payment establishes the commercial nature of the transaction -- NGM paid real money for these assets, which they then leveraged commercially by continuing to use Litman's name on patent work.
- The Nunc Pro Tunc Assignment (Reel 007281, Frame 0821) that Goldberg later filed states Litman owns his name -- directly contradicting any claim that this Amendment transferred personal name rights.
- 16 POA signatures by Goldberg (Reg. 44126) post-dating this Amendment demonstrate that Goldberg personally and repeatedly caused Litman's name to appear on USPTO documents, an act not authorized by this contract.
- Goldberg's BOP "purely as a courtesy" admission (Feb 26, 2026) contradicts his RFA response (Feb 17, 2026) claiming the contracts are written consent. Both cannot be true. The contracts confirm neither is accurate -- there is no consent provision and no courtesy provision.
- PI Opposition admissions (EDNY, Oct 10, 2025) -- Goldberg's own federal counsel admitted the name use was a deliberate "practice" motivated by "the revenue share." This confirms the commercial purpose and further demonstrates the contracts did not authorize the use -- they merely established the revenue-sharing formula.
- Arbitrator: "Goldberg is not a party to the contracts" (NYSCEF Doc 34) -- even if the contracts authorized name use, Goldberg personally cannot claim that authorization.
Analysis prepared for litigation support in Litman v. Goldberg, Index No. 524343/2025.
Updated March 28, 2026, with full contract text analysis and March 27 findings.