An authorization to that effect was signed by all the parties except Silberie. Paulpillai did not appeal the judgment, and defendants have not cross-appealed on any issues. ALL SAINTS UNIVERSITY OF MEDICINE ARUBA; ASUMA LLC; and RICHMOND PAULPILLAI, Plaintiffs, and JOSHUA YUSUF, Plaintiff-Appellant, v. GURMIT SINGH CHILANA, Defendant-Respondent, and PETER SILBERIE, Defendant. You must be logged in to purchase credits. Support Most iptv box. [24][25], All Saints University School of Medicine is also on the Canadian Government's List of Designated Educational Institutions. 42:2B24(b)(3)(c) for dissociation. The wording of the statute clearly reflects that the triggering conduct that authorizes dissociation under subsection 3(c) is less stringent than that required under subsection 3(a). 42:2B44 while being dissociated from the entity's management and operations. The parties attempted that day to reach agreement on a method to save All Saints, pending trial. Although defendants should have been attentive to the check-signing restrictions in the Operating Agreement, the judge had a reasonable basis to conclude that their inattentiveness to those restrictions was not injurious to the venture and did not occur for personal gain. That opinion makes clear that Judge Contillo did not, as Yusuf maintains, consider the equitable remedy of a buyout in 2009 and reject it in favor of statutory dissociation. In the wake of the venture's persisting problems, the trial court did not abuse its discretion in ordering dissociation under N.J.S.A. As a result of these accounts being frozen, the parties had difficulty paying teacher salaries, rent, and taxes. At FindLaw.com, we pride ourselves on being the number one source of free legal information and resources on the web. 42:2B-24.1 and N.J.S.A. For example, Yusuf challenges the court's findings that plaintiffs wrongfully failed to produce financial documents and student records, complaining that the judge did not identify the items that they failed to supply. I'm not going to order moneys to be paid. Fees are due two months prior to commencement of the semester. He also challenges the court's conclusion that defendant's actions caused no harm to the LLC or to All Saints. Chilana offered to contribute that needed equity if the court ousted Yusuf and Paulpillai from operating All Saints and ASUMA. 458, 467 (App.Div.2001) (noting, by analogy, that proof of the proximate causation of damages is an element of a malpractice cause of action alleging breach of fiduciary duty by an attorney). Affiliations. Furthermore, a waiver of a known right must be clear, unequivocal, and decisive. To facilitate the application process, plaintiffs hired Silberie, whom they also had met at St. James, to establish a link with the Aruba government. [21][22] Currently, All Saints University School of Medicine is listed in the International Medical Education Directory (IMED). FN1. Yusuf further contends that the court erred, as a matter of law, in declining to impose a remedy for such alleged breaches because they did not cause harm to the business. R. 2:113(e)(1)(E). He further contends that the trial judge abused his discretion here in ordering dissociation. The order also enjoined plaintiffs, pending trial, from participating in the day-to-day affairs of ASUMA and All Saints. The University strives to produce broadly and thoroughly educated graduates who realize that the medical profession is not simply a trade to be learned but that it denotes a sense of social responsibility. All Saints University seeks applicants with demonstrated strong drive and desire to succeed and who are able to focus on the compassionate and the humanitarian aspects of the medical profession. Yusuf now appeals. The new Revised Uniform Limited Liability Company Act (RULLCA), which is based upon the uniform law developed by the National Conference of Commissioners on Uniform State Laws, was enacted on September 19, 2012. Our holding is limited to the facts of this rather unusual case. We also do not lose sight of the fact that plaintiffs themselves have an eighty percent interest in another medical school in Dominica. All Saints University offers three different medical programs for their students. Chilana intended to inject the capital necessary to sustain the school only if plaintiffs were dissociated. 328, 342 (App.Div.1999). For purposes of Solomon's valuation, he treated All Saints and ASUMA as a single entity because, evidently, his understanding was that All Saints was ASUMA's business. 42:2B24(b). Weiner contended that the problems with these two particular students was reflective of a more general failure by All Saints to keep accurate student records. All Saints University School of Medicine 700 N Sacramento Blvd #311 Chicago, IL 60612 (312) 583-1034 . At that future time, the new statute will apply to all LLCs formed after its effective date and to any LLC that changes its operating agreement to implement the RULLCA's provisions. 42:2B24(b). AUSSOM, the perfect medical college for students with a passion for medicine. The perilous situation required Chilana to make an emergency loan to pay the school's expenses, including the salaries of teachers and staff who had threatened to walk out and to report the situation to the Aruba labor authorities. As an alternative argument, Yusuf asserts that even if the factual record is deemed adequate to meet the criteria of dissociation under N.J.S.A. Students are given the option to choose one of the following specialties. . All students are required to pay US $150.00 as caution deposit for the histo/path lab. 42:2B-24b does not compel the sale of the shares of a dissociated member." With very few people in the world carrying the MD title, the medical profession is indeed a small group of highly respected and highly qualified humanitarians. Yusuf and Paulpillai were authorized to sign checks on both accounts. Chilana and Silberie established the Aruba University of Medicine Foundation. We reject Yusuf's misplaced reliance on Agha v. Feiner, 198 N.J. 50, 6364 (2009), in which the Supreme Court held that a medical expert cannot testify about a disputed MRI finding made by a non-testifying radiologist if the expert has no skill or competency to interpret such MRI films himself or herself. ] (Emphasis added). Program de Masterat - Bancas - masterat profesional de specializare. Silberie, meanwhile, complained that some students from All Saints had transferred to a Dominican medical school, known as All Saints University of Medicine, Dominica, in which Paulpillai and Yusuf owned a combined eighty-percent interest. At trial, the parties disputed whether the agreement was an LLC operating agreement under N.J.S.A. Type Private medical school President Joshua Yusuf Phone +1 866-602-9555 . Chilana could not become Treasurer because, pursuant to the Articles, that title rotated only among the founding members every two years. We affirmed the judgment dissociating Yusuf, rejecting his appeal. We explained that our remand was "premised on the fact that the parties had stipulated to a buyout upon dissociation. 42:2B24(b)(3)(a), which pertains where a member engaged in wrongful conduct that adversely and materially affected the [LLC's] business; and second, N.J.S.A. Solomon analyzed those projections, and deduced that ASUMA would operate at a loss until 2013, assuming, however, that the parties would continue to make equity contributions. We do so based solely upon subsection 3(c) of the statute, without the need to reach the separate grounds cited under subsection 3(a). To the contrary, Chilana testified that Smith Barney never agreed to accept less than all four parties' unanimous approval of transactions. Meanwhile, Chilana infused at least $250,000 in funds to All Saints since obtaining the other charter. N.J.S.A. Interested in having your medical school participate in UMCAS? At some point in July or August 2007, Chilana opened a deposit account (the Citibank account) for the LLC, which Chilana believed was with Yusuf's consent. Yusuf's argument ignores that Judge Contillo in 2009 determined the appropriate non-statutory remedy for Yusuf's breaches of his fiduciary duties and duty of loyalty to ASUMA was the forced sale of his interest to Chilana. If you are currently in St. Vincent and would like to , Covid Updates All Saints University St. Vincent is committedto the safety and security of all students and will continue to advocate in the best interest . Here, the parties failed to include an alternative procedure in the Operating Agreement to govern the involuntary dissociation of the LLC's members. FN9. of Med. On appeal, Yusuf fundamentally contests the trial court's denial of relief to him and Paulpillai and its grant of relief instead to defendants. In addition, the school's immigration problems were persisting, apparently because All Saints either did not pay or had been late in paying its taxes.5. As for the valuation date used, the court in Denike v. Cupo, 394 N.J.Super. The order of final judgment is affirmed, subject to the caveat concerning the sale of plaintiffs' shares discussed in Part III of this opinion. It is true that [Chilana] participated in securing a third charter, as aforesaid, which could, in theory, be used to start a new medical school in Aruba, in contravention of the All Saints Aruba charter, which limits the [number] of medical schools on the island to two. As for the valuation date used, the court in Denike v. Cupo, 394 N.J.Super. 42:2B24(b)(3)(a) and (c). of Med. There would have been no other option." Returning students are required to pay tuition fees one month prior to the beginning of the semester or else a $250 late payment fee will be charged. Chilana. We also note that the parties' respective briefs are inconsistent in their use of the Dr. title for the opposing litigants..FN1. 1988). Yusuf now singularly2 appeals the trial court's findings, arguing that his conduct and that of Paulpillai violated neither of the two statutory provisions alternatively relied upon by the trial judge. Yusuf also takes issue with the trial court's finding that he and Paulpillai caused a deadlock that led Smith Barney and CMB to freeze the LLC's accounts. The trial judge concluded that Solomon's valuation opinion was not such an improper net opinion. The 4-year MD Program, 5-year MD program and lastly the B.S.C Medical Sciences program. We note the adjective wrongful is not defined in the statute. Weiner believed that the problem with this student predated Chilana's involvement in All Saints. Ibid. At one point, Solomon asked Symeonides to revise the projections, and he also inquired into the basis of the calculations for the large items, such as rent, salaries and advertising. Symeonides had been retained by Weiner..FN7. Those alleged breaches included the co-signing of checks by Chilana and Silberie in contravention of the Operating Agreement, as well as their actions in obtaining a charter authorizing a third medical school in Aruba. It has not diminished the value or interests of All Saints in any way, and it has not injured the interests of ASUMA, or the Foundation, or the medical school, or the fellow shareholders/members. The court's findings of fact are binding on appeal when supported by adequate, substantial, credible evidence. Cesare v. Cesare, 154 N.J. 394, 41112 (1998); see also Brunson v. Affinity Fed. Yusuf countered that "`[t]he Chancery judge . Sign Up. 39, 44-45 (App. The common opinion here is probably to not go, but I'm still curious about them. Students may also choose to rotate at approved teaching hospitals in other countries of their choice upon prior arrangement with our clinical department. The four parties (Yusuf, Paulpillai, Silberie, and Chilana) also agreed to form a New Jersey LLC, ASUMA, to assume many of the functions of MEERC. ] However, no evidence was presented about the number of students who were in such limbo, whether they intended to return, or if they did, when they would return. at *20. [18], All Saints University School of Medicine was accredited in 2019 by the ACCM (Accreditation Commission of Colleges of Medicine). Id. 12, 31 (App.Div.1961) (same), certif. Joshua Yusuf is the Director and President of the academy and ensures the school is committed to providing high quality education leading to a Doctor of Medicine Degree (MD). denied, 172 N.J. 355 (2002), is instructive. In February 2008, plaintiffs sent a letter to Smith Barney on All Saints letterhead and, relying on their combined majority interest in ASUMA, directed Smith Barney not to honor checks signed only by Chilana and Silberie. Alternatively, they instructed the bank to honor only the checks signed by these four combinations of ASUMA members: (1) Chilana and Yusuf; (2) Chilana and Paulpillai; (3) Silberie and Paulpillai; and (4) Silberie and Yusuf. Pharmaceutical Technology 3. at 46(e)(1)-(3). Subsection 3(a) also requires actual harm to the enterprise, demanding proof that the member has committed wrongs that already have adversely and materially affected the LLC's business. Arthur P. Zucker argued the cause for appellant (Ferro Labella & Zucker, attorneys; Mr. Zucker, of counsel and on the brief). The context here, involving a financial valuation expert relying upon the input of a company accountant and the company's principals, is fundamentally different. At a directors' meeting held at ASUMA's office in New Jersey on June 27, 2007, which lasted ten hours, the parties' relationship began to deteriorate. Dr. Joshua Jeffs is the manager for instructional laboratory instrumentation in the School of Molecular Sciences at Arizona State University (ASU). I want to thank the teachers at All Saints University, who helped in getting me to where Im at. [13], Students may complete their clinical rotations in the following affiliated teaching hospitals and among a number of other approved medical institutions across the world. As for the valuation date used, the court in Denike v. Cupo, 394 N.J.Super. Even were we to agree with Yusuf as to the application of the law of the case doctrine to our 2012 opinion, which we do not, see All Saints Univ. Given this delayed effective date, the change in the statutory scheme has no effect on the issues in the present appeal. A-2425-13 (App. It was not an easy road but their guidance and advice did come a long way. Superior Court of New Jersey, Appellate Division. 3 All Saints University School of Medicine, Kingstown, Saint Vincent and the Grenadines. The record strongly reflects that plaintiffs' refusal to inject capital into All Saints could have resulted in its collapse, had Chilana not singularly assumed that burden. Since Paulpillai did not appeal the Chancery judge's findings, the Aruba court deemed the findings to be final against him, and thus removed him individually from the Board. Rather, the parties and trial judge seem to have proceeded under the assumption that dissociation automatically constitutes a loss of economic rights in addition to a loss of managerial rights. Nor do principles of waiver support Yusuf's legal position. FN11. 42:2B39 to resign as a member of the LLC and to receive within a reasonable time the fair value of his [LLC] interests as of the date of resignation[. FN17. ALL SAINTS UNIVERSITY OF MEDICINE v. YUSUF. In addition, the Operating Agreement appointed Chilana to the Board of All Saints, and he was given the title of Chief Clinical Officer. Although we conceivably could remand these findings to the trial court for a more specific statement of reasons pursuant to Rule 1:74, such a remand is unnecessary because those findings of plaintiff's inadequate document production are not essential to the subsection 3(c) analysis. Thus, although affirming Judge Contillo's finding that ASUMA was without value on the stipulated valuation date, we remanded to provide Yusuf the opportunity to withdraw from the stipulation in the event the Chancery judge found Yusuf had entered into it under "a mistaken assumption that dissociation under the statute would compel the dissociated members to tender their shares to the remaining members, regardless of whether they wanted to do so." denied, 109 N.J. 520 (1987). Unlike New Jersey, Delaware does not provide for judicial dissociation of an LLC member. We also do not lose sight of the fact that plaintiffs themselves have an eighty percent interest in another medical school in Dominica. Among other things, Paulpillai and Yusuf objected to ASUMA's offices being located in a building owned by Chilana. The trial court correctly observed that the Operating Agreement was silent about whether a member could petition for dissociation of another member under N.J.S.A. at 12-13. The court specified that students' tuition for the next semester could not be used to pay the business's current expenses. The Articles required the Treasurer to conduct [] the financial management of All Saints. This matter returns to us following our most recent remand "for the limited purpose of allowing the trial court to consider anew the remedy for Yusuf's breaches of his fiduciary duties and duty of loyalty, including leave to consider whether Yusuf's wrongful conduct warrants a forced buyout." Having dissociated plaintiffs from the LLC pursuant to the statute, the trial court then attempted to fix an amount representing the fair value of their interests in the LLC. In reaching this holding, we indicated in Sebring that, even absent a proven breach of the partnership agreement, the failure by a partner to contribute capital may satisfy the not reasonably practicable standard expressed in N.J.S.A. We offer no comment about the impact, if any, that our exclusive reliance upon subsection 3(c) may have on the Aruba court's May 22, 2010 decision relying upon the Chancery judge's findings of wrongful conduct by plaintiff. FN3. Paragraph 3 of the Operating Agreement provided that the shareholders of [All Saints] are also shareholders of ASUMA LLC[. 42:2B66(a) instructs, the LLCA is to be liberally construed to give the maximum effect to the principle of freedom of contract and to the enforceability of operating agreements.. We denied the motion without prejudice to Yusuf raising the issue on remand to Judge Contillo. Yusuf first contends that the trial judge misapplied this statute, as a matter of law, by failing to enforce the Operating Agreement's restrictions upon the forced sale of a member's stock in the LLC. 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