Hence, if the students' tuition payments were not so applied, additional equity from the members would be needed to cover the expenses. 221 (E. & A. 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, College of Medicine, Saint Vincent and the Grenadines is the best Medical school to attend, and it provides you with the opportunity, educational tools and support to succeed in a career in Medicine. The appalling fact is that division ofthe Church into several denominations, and also Finally, Silberie owned 220 shares, a twenty-two percent interest. 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. 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). (Ife), PhD (Vancouver) (Professor)Dr. Kayode Oyediran, MBBS (Ibadan), FMC Path (Assistant Professor), Dr. O. Oleksiiv, MD (Ukraine), (Associate Professor and Chair)Dr. Paul Issa, MD (Dominica), PGDip. 1988). It was taken out as a precaution so that a medical school could exist if All Saints Aruba ceased to exist as a result of the parties' deadlock, and this litigation. Chilana could not become Treasurer because, pursuant to the Articles, that title rotated only among the founding members every two years. In this regard, Sebring Associates v. Coyle, 347 N.J.Super. At the time, he was twenty months away from obtaining his medical degree. However, the court noted in its opinion that the parties had stipulated to July 31, 2008, as the applicable valuation date. Indemnity/Malpractice Insurance During Clinical Rotations ALL SAINTS UNIVERSITY OF MEDICINE ARUBA; ASUMA LLC; and RICHMOND PAULPILLAI, Plaintiffs, JOSHUA YUSUF, PlaintiffAppellant, v. GURMIT SINGH CHILANA, DefendantRespondent, PETER SILBERIE, Defendant. Admission tracks available for high school graduates and undergraduate transfer students. denied, 172 N.J. 355 (2002), is instructive. Medical school can be demanding but our highly qualified faculty and staff care about your individual success. FN10. The government also agreed to issue no more than two charters for a medical school in the country. FN7. This case involves what is termed the judicial dissociation of two shareholders in a New Jersey limited liability company, ASUMA, LLC (ASUMA or the LLC), through a final order expelling them from further involvement in the LLC's business. If the parties were indeed mistaken as to this, then it may be unfair, in hindsight, to enforce the stipulation and to now require Yusuf to tender his shares in the LLC for zero value. All Saints University offers three different medical programs for their students. The context here, involving a financial valuation expert relying upon the input of a company accountant and the company's principals, is fundamentally different. After the medical school developed a host of financial and other problems, litigation over the entity's operations ensued in the Chancery Division involving the LLC's four shareholders, plaintiffs Joshua Yusuf and Richmond Paulpillai, and defendants Gurmit Singh Chilana and Peter Silberie.1 The trial court appointed a fiscal agent to oversee the LLC's affairs. fully considered the common law breaches and decided not to deprive Yusuf of his shares' on that basis." 6, 18802 because it had no office, no operating revenue, and no prospects of equity or debt infusion. Id. (Ibadan), Registrar (Admin.) 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. It is important to note that Yusuf does not challenge the power of a court of equity to have ordered a forced sale of his shares for his adjudicated breaches of his fiduciary duties and duty of loyalty to ASUMA. Learn more about FindLaws newsletters, including our terms of use and privacy policy. Consists of 4 semesters (one year four months) of General Sciences completed on campus and 3 semesters (1 year) of Public Health courses completed online. Following a six-day trial in 2009, Judge Contillo found defendant-counterclaimant Gurmit Singh Chilana proved plaintiffs Joshua Yusuf and Richmond Paulpillai had breached their fiduciary duties and duty of loyalty to ASUMA, a New Jersey limited liability company they formed in 2007 to manage the medical school formerly known as All Saints University of Medicine, Aruba, and entered judgment for Chilana on the derivative count of his counterclaim. The trial judge had sound reasons for imposing the remedy of dissociation here, given the turmoil that led to the LLC and the medical school being pushed to the brink of failure. See N.J.R.E. The parties attempted that day to reach agreement on a method to save All Saints, pending trial. Plaintiffs did not agree. We also, however, determined to clarify an issue Yusuf had not specifically raised. Superior Court of New Jersey, Appellate Division. 2023 Copyright UMCAS. at 431. 42:2B24(b) does not mandate a forced sale of a dissociated member's shares. Solomon declined to consider Chilana's 2007 purchase of his shares in All Saints as such a similar transaction, because that $500,000 purchase price did not derive from a financial valuation conducted prior to the sale, but rather had resulted from the parties' negotiations. To begin paying ASUMA's expenses, Chilana sent fifty blank checks on the Smith Barney account to Yusuf and Paulpillai, which they respectively signed and returned to him. Id. denied, 143 N.J. 328 (1996). It also contains a more detailed section regarding the effect of a person's dissociation as a member. [21][22] Currently, All Saints University School of Medicine is listed in the International Medical Education Directory (IMED). The university has 2 campuses in Dominica and St. Vincent and the Grenadines. Small Class Sizes, Academic Advising and Highly Qualified Faculty, Vibrant Student Life with Clinical and Research Opportunities, Successful Practicing Alumni Across the Globe, Affordable Tuition and Scholarship Program. Sometime in March 2008, Chilana and Silberie applied to the Aruba government for a charter to operate another medical school. View Residency . Plaintiffs' counsel elicited testimony from Glueck on cross-examination regarding the income projections prepared by Symeonides. We also do not lose sight of the fact that plaintiffs themselves have an eighty percent interest in another medical school in Dominica..FN16. That's the finding. Account to Apply to any Schools Contact us. Credit Union, 199 N.J. 381, 397 (2009). Send an admissions form. Chilana appealed, arguing the Chancery judge too narrowly construed the remand order to preclude consideration of an equitable remedy for Yusuf's breaches of his common law fiduciary duties and duty of loyalty. JOSHUA YUSUF, Plaintiff-Respondent/Cross-Appellant, of Med. L. 2012, c. 50, 91, 95, and 96. Although plaintiffs initially had sought dissociation of defendants from the LLC, Yusuf has not sought such a remedy on appeal..FN15. Id. On February 14, 2008, by e-mail to the parties, Chilana proposed that they use their personal funds to pay the school's urgent expenses of $50,000. In effect, this modified agreement resulted in Silberie being no longer needed to co-sign withdrawals from the CMB account, as the Operating Agreement had required. We have no occasion here to review the reasonableness of the fees charged by Weiner and Glueck, and no orders establishing or approving their terms of compensation have been appealed. Nevertheless, we offer the following discussion for sake of completeness. Paragraph 3 of the Operating Agreement provided that the shareholders of [All Saints] are also shareholders of ASUMA LLC[. Chilana further testified that both the CMB and Smith Barney accounts had not opened up prior to this litigation. Shortly before trial, on September 4, 2009, Silberie agreed to sell his interest in ASUMA to Chilana for the nominal consideration of one dollar. Had, of course, defendants acted on that third charter and opened up a competing medical school16 while All Saints was still in operation, such competitive action would surely have had different legal implications. Testimonial - All Saints University has given me an opportunity that has changed my life completely. The Formation of the Medical School in Aruba. Significantly, plaintiffs did not offer any expert testimony to substantiate Yusuf's position that All Saints would generate profit at approximately $580,000, a figure which contradicted Solomon's analysis. 387, 394-95 (App. 42:132(a)(d). The trial judge was entitled to consider that opinion as competent proof. 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. Bank, 205 N.J. 150, 169 (2011). Laboratory Medicine See generally Muellenberg v. Bikon Corp., 143 N.J. 168, 181 (1996) (noting, in the context of a closely-held corporation, that controlling shareholders have a legitimate interest to rein in [the] management and control the affairs of the corporation). Yusuf rightly points out that the ongoing costs of the court-appointed fiscal agent, Weiner, and the interim chief operating officer, Glueck, were significant expenses that added to the financial strain on the school and the LLC. As a result of these accounts being frozen, the parties had difficulty paying teacher salaries, rent, and taxes. They have campus in Dominica and St Vincent. For the MD Degree program the final 80 weeks, known as Clinical Clerkships, are completed at teaching hospitals in various locations in the USA, Jamaica, UK and the Caribbean. Please try again. In that capacity, he hired the faculty and designed a four-year curriculum for the M.D. Chilana began to pay All Saints's expenses from the Citibank account. The University is located on the beautiful, safe and friendly island of St. Vincent and the Grenadines. In exchange for contributing his services, Silberie received an ownership stake in MEERC, although the record does not indicate what percentage. at 46(e)(1)-(3). Service Above Self ASUSVG Students Respond to a Humanitarian Crisis, ASUSVG Emergency Response Committee La Soufriere Volcanic Eruption, 5 Year MD Degree Program, which includes a Pre-Medical program, 2 Year 4 Month Bachelors of Science in Public Health undergraduate program. [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. The extensive trial record contains the following pertinent facts and circumstances. In addition, Chilana, who had already provided emergency funds to save the school, understandably would not inject more capital if plaintiffs were allowed to manage the venture going forward. PETER SILBERIE, Defendant. It advised that going forward we will require the signatures of all four partners to effect transactions [. By comparison, subsection 3(c) has a prospective orientation, examining whether, looking forward, the member's conduct makes it not reasonably practicable to carry on the business with that member. Chilana testified that, as of the time of trial, he had not been reimbursed for his emergency cash infusion. Final determinations made by the trial court sitting in a non-jury case are subject to a limited and well-established scope of review[. Our review of the May 27, 2010 decision of the Court of First Instance of Aruba, furnished to us in Yusuf's appendix, which removed Paulpillai and suspended Yusuf as members of the All Saints Foundation Board pending a final decision on Yusuf's appeal in this matter, does not alter our analysis or preclude the disposition we reach. FN11. At time of the verified complaint's filing, the LLC's bank accounts were still frozen. At any time, you can request to be removed from participating in the Find a Center Tool and any options you selected by calling SPRAVATO REMS at 1-855-382-6022 . Glueck, meanwhile, testified that the financial condition of All Saints was tenuous, and that its operations were extremely difficult.. Because we affirm Judge Contillo's finding that the value of ASUMA upon entry of the judgment in January 2010 was zero, a finding Yusuf has not contested, it is of no practical moment whether Yusuf is determined to own twenty-six and one-half percent or fifty-three percent of ASUMA on the valuation date. Chilana, on the other hand, argued that All Saints was essentially a pyramid scheme, because students' prepaid tuition payments had been used to pay All Saints's expenses. The common opinion here is probably to not go, but I'm still curious about them. Apart from challenging the dissociation remedy ordered against him and Paulpillai, Yusuf further argues that the trial court erred in reciprocally denying plaintiffs any relief as to their own affirmative contentions against defendants. Silberie has not appeared in this action, but Chilana has, and he has demonstrated that he has acted since his initial investment, his subsequent reinvestment, and up to the present, with fidelity to the LLC, the Foundation and to his fellow members, acting to preserve the medical school and help to be sustainable into the future. The LLC in Fisk was in dire financial condition, with no reasonably practical means to operate its business, and had a deadlocked board of directors. Complete admissions tasks. 42:2B-24b does not compel the sale of the shares of a dissociated member." Welcome to ASUSM Lecturio, your online academy. Oct. 27, 2015) (slip op. Our Faculty Members are highly professional and very supportive of our students' academics and well-being. Upon successful completion of Basic Medical Sciences in Dominica, students may elect to complete their core and elective clinical clerkships at any of our affiliated teaching or ACGME-accredited hospitals in the United States and Canada. St. Vincent and the Grenadines has launched its COVID-19 National Vaccination Drive. As a transfer student during the COVID pandemic, ASU smoothed my transition and welcomed me very warmly. Apply today! All Saints University School of Medicine, Dominica (ASUDOM) is a private medical school located in the Caribbean. Our focus here is upon N.J.S.A. We sustain the trial judge's analysis of these points. Meanwhile, Chilana, a minority shareholder, infused a substantial amount of his personal funds to pay the medical school's expenses and to prevent its closing. 42:132(1)(d), which has been repealed, but nevertheless bore some similarities to the LLCA. He did not know whether her problem had predated Chilana's involvement in All Saints. 77, 8586 (App.Div.1961) (noting the trial judge's prerogative to accept or reject an expert's opinion); see also Peer v. Newark, 71 N.J.Super. We agree. Following the trial, the court issued a written decision on December 23, 2009. Solomon Karredula, MBBS (Nagarjuna), MD (Andhra), Associate ProfessorDr. This order provided that Chilana shall loan $350,000 to ASUMA to be used by the COO to pay the obligations of ASUMA and All Saints. The judge articulated sound reasons, amply grounded in the record, for regarding defendants' actions as essentially benign, and in the ultimate interests of the continued viability of All Saints and the LLC. 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. FN7. 42:2B24(b) is read to afford judges the discretion to withhold dissociation as a remedy even where the necessary criteria are met, the trial judge here did not abuse such presumed discretion. Founded by a group of dedicated medical and business professionals, all of whom had over 20 years of experience in medical education, All Saints University only had 28 new students in April 2006 when they first opened. Subsection 3(c) lacks such a wrongfulness element, merely requiring conduct by the member that makes it not reasonably practicable to carry on the business with the member's participation. Chilana intended to inject the capital necessary to sustain the school only if plaintiffs were dissociated. As to subsection 3(c), the court was persuaded that plaintiffs had engaged in conduct which makes it not reasonably practicable to carry on the business of the LLC with them as members.. Oct. 27, 2015) (slip op. See Fortugno v. Hudson Manure Company, 51 N.J.Super. Yusuf subsequently appealed the final judgment to this court. 42:2B-24b compelled the sale of the shares of a dissociated member in relying on the statute to achieve that result instead of on the court's equitable powers. Comm., 140 N.J. 366, 378 (1995). Ibid. ] N.J.S.A. 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. Indeed, by analogy, Solomon's consultations with Symeonides and defendants are comparable to a medical expert properly considering information from a patient about his or her own symptoms and condition. Yusuf and Dr. Kuhn, supra, 366 N.J. at 440. All Saints Univ. The Operating Agreement required that [a]ll expenses of [ASUMA] be approved by the directors, and that All Saints's operational expenses must be approved by at least three shareholders / directors. However, at trial Yusuf specifically contested only the issuance of two identified checks: one to Chilana's lawyer, Lazerowitz (which was evidently payment for Lazerowitz's services rendered in forming ASUMA); and another check to Volpo (which Yusuf discovered was a designation for the payment for student clinical rotations). ] 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. 42:2B2. All Saints University offers three different medical programs for their students. 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. Moreover, the judge explained in detail his rationale for denying relief to plaintiffs. The tuition payments transferred electronically into the Citibank account through Google's payment service. 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