# 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:** 2026-03-22

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## 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.

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## 2. Consent Requirements -- What the Document Does NOT Say

**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.

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## 3. Termination of Name Use

**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.

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## 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).

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## 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)

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## 6. Strategic Implications for Litman v. Goldberg

### Strengthens Litman's Position:

1. **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.

2. **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.

3. **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.

4. **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. |

### Key Document to Obtain:

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.

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## 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.
- **14 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.

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*Analysis prepared for litigation support in Litman v. Goldberg, Index No. 524343/2025.*