Instead of the forced sale remedy the court ordered for his breaches of his fiduciary duties and duty of loyalty, Yusuf was allowed to retain his interest in ASUMA, albeit stripped of his management role. Div. denied, 36 N.J. 300 (1962). 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. The university has 2 campuses in Dominica and St. Vincent and the Grenadines. The trial court shall enter an amended judgment within twenty days to reflect our ruling. As we have previously noted in Part II(B), supra, of this opinion, dissociation pursuant to N.J.S.A. All Saints University offers three different medical programs for their students. Superior Court of New Jersey, Appellate Division. Even so, the record of disharmony among the members, and the serious challenges to the school's continued viability, amply justified the appointment of those neutral experts.14. 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 subsequently appealed the final judgment to this court. Specifically, Yusuf and Paulpillai each had 265 shares, and thus, had a combined controlling stake in the LLC; Chilana had 250 shares, and Silberie, 220 shares. The defendants Chilana and Silberie have not been shown to have engaged in any material misconduct which has adversely and materially affected the business of the LLC. All Saints University was founded by a group of dedicated medical and business professionals, all of whom had over 20 years of experience in medical education. 42:2B24 does not cause Yusuf to give up or sell his economic interest in ASUMA. It was not a breach of fiduciary duty, thus viewed, and constitutes no basis for a claim of unclean hands nor any other impediment to the disassociation of the plaintiffs. Ibid. We need not resolve here the question of statutory interpretation of what exactly the Legislature intended the term shall to mean within N.J.S.A. at 12-13. However, the court noted in its opinion that the parties had stipulated to July 31, 2008, as the applicable valuation date..FN19. The judge similarly detailed his reasons for rejecting plaintiffs' contentions of breach of fiduciary duty concerning the check-signings: The secondary allegation against Chilana is that he breached his fiduciary duty by signing checks in violation of an agreement he had with the foundation, by opening additional bank accounts, paying unauthorized expenses and changing the on-line payment system. Corp., 207 N.J. 344, 37273 (2011); Buckelew v. Grossbard, 87 N.J. 512, 524 (1981). See Fitzgerald v. Linnus, 336 N.J.Super. The second charter was issued to Xavier University School of Medicine (Xavier). Beside MD Degree programs, we offer 4-year (8 semesters) and 3-year (6 semesters) Bachelor of Science degree programs in Nursing. Although Yusuf and Chilana have professional degrees, we refrain, solely for stylistic reasons and without any disrespect, from referring to them as Dr. He also had discussions with Glueck, Chilana, and Symeonides about All Saints. A-2628-09 (App. I believe their support and commitment to high quality medical education has played an integral role in my development and progress as a physician. For the reasons that follow, we affirm the trial court's final judgment ordering plaintiffs' dissociation from the LLC. On September 11, 2008, the court entered another consent order expanding Glueck's authority as interim chief operating officer, which specifically outlined his responsibilities. I will never forget my first day in MD1 waiting for Histology class to start with Dr.Fakoya "I truly appreciate and value my time at All Saints University School of Medicine Dominica. Chilana agreed to purchase 250 shares of All Saints, representing a twenty-five percent stake, for $500,000. This amount will be refunded upon completion of the course if no damages to slides and microscopes are incurred. To pursue that objective, Yusuf suspended his medical education. Subsection 3(a) has a normative component, requiring that the member's behavior be wrongful.10 Ibid. 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). ] See N.J.S.A. Our holding is limited to the facts of this rather unusual case. 42:2B44 while being dissociated from the entity's management and operations. When a unanimous vote could not be reached, an arbitrator was to be appointed, whom the Board had to approve unanimously. Account to Apply to any Schools Press "Apply now" button. Judge Contillo's opinion on this most recent remand makes clear beyond all doubt that he determined in 2009 and still believes "that the appropriate remedy in this case is and remains the involuntary buy-out by Dr. Chilana of Dr. Yusuf's ownership interest in ASUMA LLC." None of the parties objected to this characterization of All Saints for purposes of the valuation. In light of that clarification, it was unnecessary for the court to have determined a value for plaintiffs' shares, although we discern no error in the expert-based valuation that the trial judge adopted. By continuing to use this website, you consent to the use of cookies in accordance with our Cookie Policy. Chilana. We also note that the parties' respective briefs are inconsistent in their use of the Dr. title for the opposing litigants..FN1. On Friday December 06 th, 2013 the students were officially presented with white coats which signaled their transition from completing the basic medical science phase of their Medical Doctor Degree programme. The Legislature very recently passed comprehensive new legislation concerning New Jersey's LLCs, L. 2012, c. 50. 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. FN5. 42:132(a)(d). But such competition did not occur here. The Dean of All Saints, Lakhinder Kanwar, referred Yusuf to Chilana, an obstetrician and gynecologist licensed in New Jersey and practicing in Paterson. [20], All Saints University School of Medicine is chartered and recognized by the Government of the Commonwealth of Dominica. in Chemistry with a minor . Given this delayed effective date, the change in the statutory scheme has no effect on the issues in the present appeal. [1] There is also an office in Chicago, Illinois. 42:2B-24.1 and N.J.S.A. ] Seidman v. Clifton Sav. All Saints Univ. Because of that silence, the LLCA applied to the parties by default. FN17. Please try again. Sebring, supra, 847 N.J.Super. 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." 1419, 1426 (N.D.Ind.1993), a case in which the United States District Court indicated that, had the partnership agreement not been breached, a partner's failure to contribute necessary capital made it not reasonably practicable for other partners to continue the partnership business with the defaulting partner. [10][11], The 5 Year MD Program is designed for recent high school graduates seeking direct admission into the study of medicine. Meanwhile, Chilana infused at least $250,000 in funds to All Saints since obtaining the other charter. The "Aruban law" argument is, in any event, beside the point as Yusuf does not challenge the Chancery court's power to compel a forced sale of Yusuf's interest in ASUMA for his breaches of fiduciary duties and duty of loyalty, notwithstanding any term of the Operating Agreement. FN2. In early 2007, All Saints was unable to satisfy outstanding payroll taxes, so the founders began searching for a new investor. Dr. Demke completed his medical school education at Texas Tech University Health Sciences Center in 2003, and went on to complete his Surgical Residency in Otolaryngology/Head and Neck Surgery at UNC Chapel Hill, North Carolina in 2008. Lastly, Silberie assisted students with the immigration process, as the school's Director of Internal Affairs. at 14. To the extent it bore on the remedy, we also permitted the court to consider Yusuf's claim to a fifty-three percent interest in the entity and permitted Yusuf to raise on remand the issue of "Aruban law" on which he asked us by motion to reconsider our 2015 opinion. According to defendants' proofs, All Saints was so undercapitalized that to pay operating expenses, plaintiffs had been withdrawing funds from the students' pre-paid tuition payments, which the trial court found to be an unsustainable approach. Suhas Kotbagi, MD (St. Lucia), MBA (Alagappa), (Associate Professor)Dr. Olha Puzyrenko, MD (Kiev), (Assistant Professor)Dr. Shakeel Ahmed Khan, MBBS, PG Dipl (Karachi), (Associate Professor)Dr. Vanaja Thirukkumaran, MD, (St. Lucia), (Assistant Professor)Dr. Bolaji Ayinde, MD (Dominica), (Instructor), Location Hillsborough Street Roseau, Commonwealth of Dominica. (Maharashtra), Associate Registrar (Records and Systems)Ms. Chantal Da Cruz, BA (Toronto), Assistant RegistrarMs. [2] The schools' campus is in Roseau, Dominica, and is administered from Toronto, Ontario. Esther Monday, MD ( Dominica), Msc (South Wales )(Assistant Professor)Dr. Marie Affana, MD (Dominica), (Assistant Professor),Dr. Daramfon Udofia, MD (Dominica), (Instructor)Dr. Chidambra Halari MBBS (Maharashtra), MSc. ALL SAINTS UNIVERSITY OF MEDICINE, ARUBA, ASUMA LLC and RICHMOND. Plaintiffs' refusal to infuse vitally-needed funds, to address an emergency that they themselves sparked in their contacts with the banks, reasonably satisfies the not reasonably practicable standard for dissociation set forth in N.J.S.A. 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). The 4-year MD degree program is designed for applicants who have a Bachelors degree in the Sciences or completion of at least two years of post secondary education For recent High School graduates who are interested in getting direct admission into medicine, the 5 year MD degree program is the option for you We offer 4-year and 3-year Bachelor of Science degree programs in Nursing. tit. and conveying it to Dr. Chilana, for what it was worth: zero." There is no inflexible test for determining fair value in business valuation disputes, which frequently become battles between experts. Balsamides v. Protameen Chems., Inc., 160 N.J. 352, 368 (1999); see also Lawson Mardon Wheaton, Inc. v. Smith, 160 N.J. 383, 397 (1999) (observing that [t]here is no inflexible test for determining fair value). at n.9, we would never agree the doctrine could be used as a sword to perpetrate an injustice. [14] The school is authorized to confer degrees in Doctor of Medicine (MD) upon its graduates, allowing eligible candidates to practice medicine in Dominica and overseas. Credit Union, 199 N.J. 381, 397 (2009). In September or October 2005, the enforcement branch of the Aruba immigration department entered All Saints with armed officials and detained several of its students. Among other things, Paulpillai and Yusuf objected to ASUMA's offices being located in a building owned by Chilana. ALL SAINTS UNIVERSITY OF MEDICINE ARUBA; ASUMA LLC; and RICHMOND PAULPILLAI, Plaintiffs, JOSHUA YUSUF, PlaintiffAppellant, v. GURMIT SINGH CHILANA, DefendantRespondent, PETER SILBERIE, Defendant. However, on appeal, the parties do not challenge the trial court's finding that the agreement qualified as such under that statute..FN3. Any student who is absent for two terms or semesters without providing a valid written request and without obtaining prior approval from the university authorities may be subject to sanction or dismissal from the university; this would appear in the transcript of academic record of such a student. The Operating Agreement further provided that a second bank account would be established in the United States. He contends that he has a right to affirmative relief, even in the absence of a showing of any monetary harm to the LLC or All Saints flowing from defendants' alleged misdeeds. In essence, the chronology depicts a host of problems and disagreements that beset the new medical school and the LLC formed to operate it. ] As a result, the parties had the same percentage interests in ASUMA as they did in All Saints. Alumni are an important part of our community at All Saints University College of Medicine, St. Vincent and the Grenadines. Yusuf further argues that the harsh statutory remedy of dissociation is not automatic, nor is it appropriate here because, in his view, the judge essentially and improperly rewrote the terms of the LLC's Operating Agreement. At FindLaw.com, we pride ourselves on being the number one source of free legal information and resources on the web. Copyright 2023 All Saints University, St. Vincent and the Grenadines, MD 4 Year Degree Program Curriculum Details, Bachelors in Public Health Program Application Tips, Rolling Admissions. 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. All Saints University offers three different medical programs for their students. Accordingly, the claim of breach of fiduciary duty falls. Co-plaintiff Paulpillai has not participated in the appeal, nor has co-defendant Silberie..FN2. 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. 1. Chilana counterclaimed for fraud, misappropriation of funds and corporate opportunity, breach of fiduciary duty, misconduct, and negligent misrepresentation. at 47. 703 (authorizing expert witnesses to rely on facts and data reasonably relied upon by others in the expert's field, even if such facts and data are not admitted as evidence).18. Review the prerequisite courses and required documentation for your MD degree application. The University encourages its students to actively engage themselves in the community and to respond to the needs of those they serve. All Saints' College is a unique, world-leading learning community: proudly, Perth's first Anglican coeducational school, and proudly providing excellence in a coeducational setting from Pre-K to Year 12. 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