Ronald Goldstein v. Prolong Pharmaceuticals, LLC

CourtNew Jersey Superior Court Appellate Division
DecidedMay 16, 2025
DocketA-2948-23
StatusUnpublished

This text of Ronald Goldstein v. Prolong Pharmaceuticals, LLC (Ronald Goldstein v. Prolong Pharmaceuticals, LLC) is published on Counsel Stack Legal Research, covering New Jersey Superior Court Appellate Division primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Ronald Goldstein v. Prolong Pharmaceuticals, LLC, (N.J. Ct. App. 2025).

Opinion

NOT FOR PUBLICATION WITHOUT THE APPROVAL OF THE APPELLATE DIVISION This opinion shall not "constitute precedent or be binding upon any court ." Although it is posted on the internet, this opinion is binding only on the parties in the case and its use in other cases is limited. R. 1:36-3.

SUPERIOR COURT OF NEW JERSEY APPELLATE DIVISION DOCKET NO. A-2948-23

RONALD GOLDSTEIN,

Plaintiff-Appellant,

v.

PROLONG PHARMACEUTICALS, LLC, AVTAR ENTERPRISE, LLC, AVTAR INVESTMENTS, LLC, and CHIRAG PATEL,

Defendants-Respondents.

Argued March 5, 2025 – Decided May 16, 2025

Before Judges Marczyk and Torregrossa-O'Connor.

On appeal from the Superior Court of New Jersey, Law Division, Middlesex County, Docket No. L-5606-19.

Ronald Goldstein, appellant, argued the cause pro se.

Stephen C. Matthews argued the cause for respondents (DLA Piper LLP (US), attorneys; Stephen C. Matthews and Patrick R. Dwyer, on the brief).

PER CURIAM Plaintiff Ronald Goldstein appeals from the trial court's April 12, 2024

order denying his motion to enforce the terms of the settlement agreement that

was placed on the record on December 19, 2023. Plaintiff also appeals from the

trial court's April 12, 2024 order granting defendants Prolong Pharmaceuticals,

LLC, Avtar Enterprise, LLC, Avtar Investments, LLC, and Chirag Patel's cross-

motion to enforce the settlement in accordance with their February 14, 2024

written settlement agreement.

The primary issue before us is whether the execution of a release was an

essential term of the parties' settlement. We conclude the trial court correctly

determined the parties agreed to execute a release to memorialize the settlement

agreement. We further address whether the court properly allowed for the

inclusion of a non-disparagement agreement in the release and whether it

correctly denied plaintiff's request for a reciprocal release. We determine the

court erred insofar as it enforced the settlement agreement which included a non-

negotiated, non-disparagement clause,1 but correctly denied plaintiff's request

for a reciprocal release. We also conclude the court erred in enforcing other

1 The parties did not initially agree to a confidentiality agreement, but plaintiff subsequently consented to the confidentiality provision in the release, which was confirmed to us at oral argument. Accordingly, we do not address plaintiff's arguments regarding the confidentiality clause. A-2948-23 2 aspects of defendants' proposed settlement agreement. Accordingly, we affirm

in part, vacate in part, and remand for further proceedings.

I.

In July 2019, plaintiff, an intellectual property attorney, filed a complaint

against defendants asserting claims concerning unpaid invoices for legal

services rendered to Prolong pursuant to a consulting contract. On December

19, 2023, after negotiations mediated by the trial court, the parties agreed to

resolve the case and placed the following agreed-upon terms on the record: "In

exchange for a release of all claims in favor of [defendants] . . . , [defendants]

will pay . . . [plaintiff] $240,000 in full and final settlement of his fee claims.

Payment to be made within [thirty] days of execution of the release." In

addition, defense counsel confirmed that all four defendants would be "jointly

and severally" responsible for this settlement amount.

Following the in-court settlement, the parties exchanged various drafts of

proposed releases. On December 28, defendants provided plaintiff with an

initial draft requiring plaintiff to forever release all claims in favor of defendants

and "past, present, and future" parties associated with defendants, "including but

not limited to claims" arising out of the services agreement between plaintiff

and Prolong. Defendants further included a confidentiality and non-

A-2948-23 3 disparagement clause prohibiting the parties from disclosing the terms of the

settlement agreement and from making disparaging statements.

On December 29, plaintiff responded with a revised draft of defendants'

release. He informed defendants that their document was unacceptable because

it changed the terms placed on the record, created "an overreaching, one -sided

[r]elease well beyond the scope of the litigation," and "impos[ed] unfair, after-

the-fact settlement terms." In pertinent part, plaintiff's revised release

incorporated "a reciprocal release" requiring defendants to forever release all

claims in favor of plaintiff and limited the scope of the release to claims arising

out of plaintiff's "performance of legal services for Prolong." He also removed

the confidentiality and non-disparagement clause.

On January 12, 2024, defendants accepted a few of the changes proposed

by plaintiff but retained the original language in the release and the

confidentiality and non-disparagement clause from their December 28

document. Notably, defendants' January 12 draft settlement agreement changed

the payment provision to state that plaintiff would receive payment "within

[thirty] days of the execution of the [s]ettlement [a]greement."

That same day, plaintiff advised defendants that certain terms in the

proposal made the "document fatally defective." He asserted the terms of the

A-2948-23 4 December 19 settlement were that "the case would be dismissed and that

$240,000 would be paid to [plaintiff] within [thirty] days (i.e., by January 18,

2024) . . . ." He also contended defendants' January 12 settlement agreement

"incorrectly re-set[] the payment date to 'within [thirty] days of the execution of

the [s]ettlement [a]greement.'" He claimed defendants improperly attempted to

change the payment date and make the payment an uncertain event contingent

on "the execution of an ancillary agreement."

Additionally, plaintiff provided defendants with a "Release of Claims"

document that he drafted and signed, which stated:

WHEREAS, [plaintiff] maintains that he has claims against Prolong . . . arising out of the Confidential Disclosure and Contracted Services Agreement as set forth in Ronald Goldstein v. Prolong Pharmaceuticals, LLC, et al., Docket No. MID-L-005606-19 (the "Action");

....

NOW, THEREFORE, [plaintiff] hereby fully and forever releases, acquits, and forever discharges [d]efendants from [plaintiff]'s [c]laims.

Plaintiff informed defendants that he understood payment would "be made

within [thirty] days of [his] execution of the release." Thus, he claimed his

executed "Release of Claims" document satisfied his obligation under the

A-2948-23 5 December 19 settlement terms and that "payment [would] be due within [thirty]

days from [January 12, 2024]; i.e., no later than February 11, 2024."

On January 17, defendants advised plaintiff they could not accept his

proposed release document but instead requested plaintiff execute the January

12 settlement agreement. In response, plaintiff contended defendants' proposed

settlement agreement "goes far beyond what is necessary or fair" and "has led

to an unreasonable delay of the payment." According to plaintiff, defendants

improperly attempted to condition payment on "overreaching, after-the-fact-

terms." However, plaintiff advised he was willing to agree to additional terms

provided they were fair and appropriate. Accordingly, the parties continued to

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