The parties attempted that day to reach agreement on a method to save All Saints, pending trial. There would have been no other option." The court appointed Richard H. Weiner, an attorney, as Special Fiscal Agent for the LLC. FN17. Id. Aruba v. Chilana, No. He does not, however, identify any flaws in Judge Contillo's remand order, with the exception of the judge's finding regarding the non-alienability of Paulpillai's shares post-judgment. The extensive trial record contains the following pertinent facts and circumstances. at 47..FN9. We recognize that the LLCA does afford members of an LLC wide discretion to define their relationship, by allowing members to establish the LLC's structure, and to contract for their rights and obligations through the express terms of an operating agreement. However, as we have already noted, the LLCA does not mandate a forced sale of shares in the event of dissociation. at 47. Two signatories were needed to authorize checks on the CMB account, which could be Silberie and at least one other director or Dean, including Chilana. at 431. Ibid. 42:2B44. FN16. at 440; Union Cnty. Chilana agreed to purchase 250 shares of All Saints, representing a twenty-five percent stake, for $500,000. 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..FN18. denied, 109 N.J. 520 (1987). Initially, Yusuf was the school's Secretary, Paulpillai the Treasurer, and Silberie the Chairman. There's just so much to see and enjoy at ASC - I invite you to visit and experience it for yourself. Chilana again urged the others to adopt this solution by an e-mail sent the following day. of Med. The University encourages its students to actively engage themselves in the community and to respond to the needs of those they serve. The judge first addressed defendants' formation of the charter for the third medical school: Plaintiffs have failed to prove a breach of fiduciary duty by Chilana. We explained that our remand was "premised on the fact that the parties had stipulated to a buyout upon dissociation. FN1. Glueck hired an expert to determine whether the student was entitled to a degree, and the expert confirmed that he was. Id. No shareholder(s) can buy out other shareholder(s).. Superior Court of New Jersey, Appellate Division. Press "Apply now" button. On March 1, 2014 (the first day of the eighteenth month following the enactment), the current LLC law (L. 1993, c. 210, and its 1997 and 2003 amendments) will be repealed, and the RULLCA will then be effective as to all LLCs. N.J.S.A. and conveying it to Dr. Chilana, for what it was worth: zero." Even if, for the sake of discussion, N.J.S.A. The tuition payments transferred electronically into the Citibank account through Google's payment service. Final determinations made by the trial court sitting in a non-jury case are subject to a limited and well-established scope of review[. Yusuf also argued that we "`remanded with the specific finding that the Operating Agreement signed by all parties forbids a forced sale,'" and that determination had become the law of the case and could not be revisited. Because a dissociated member retains economic rights, judicial dissociation ordered under N.J.S.A. 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.. Solomon Karredula, MBBS (Nagarjuna), MD (Andhra), Associate ProfessorDr. The Legislature very recently passed comprehensive new legislation concerning New Jersey's LLCs, L. 2012, c. 50. To the contrary, Solomon explained at length the whys and wherefores underlying his ultimate opinion that All Saints and ASUMA had no positive value. Div. We also must accord substantial deference to the chancery judge's feel for the case, given the months of pretrial oversight he repeatedly devoted to the matter and his first-hand sense of the trial testimony. All Saints University Faculty take pleasure in providing quality education to their students along with one-on-one attention to students. Chilana also gave Paulpillai, Silberie, and Yusuf a password to view the Smith Barney account online. Outpatient Locations. Id. Located in the city of Roseau of Dominica, the university has been named the best Caribbean Medical School. The judge rightly concluded that judicial dissociation under N.J.S.A. Yusuf now appeals. Hence, if the students' tuition payments were not so applied, additional equity from the members would be needed to cover the expenses. To the contrary, Chilana testified that Smith Barney never agreed to accept less than all four parties' unanimous approval of transactions. at *16, *20. FN11. Get Started - It's Free. As we have previously noted in Part II(B), supra, of this opinion, dissociation pursuant to N.J.S.A. If Solomon's opinion was deficient in some respects, such as in failing to use a different approach to calculating value, or in not considering intangibles like All Saints's reputation, plaintiffs could have provided their own valuation expert, which they elected not to do. At the time, he was twenty months away from obtaining his medical degree. Yusuf testified that Chilana's position on the Board did not give him the same authority as the three founding members. We do not retain jurisdiction. Sebring, supra, 847 N.J.Super. As a result of these accounts being frozen, the parties had difficulty paying teacher salaries, rent, and taxes. . 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..FN14. According to Chilana, deposits into the Citibank account transferred automatically to the Smith Barney account, and vice versa. at 47. Chilana testified that, as of the time of trial, he had not been reimbursed for his emergency cash infusion. They also opened an account at the Caribbean Mercantile Bank in Aruba (the CMB account) on behalf of All Saints. On December 3, 2008, oral argument was held on Chilana's emergent application. Begin your journey in medicine and path to success at All Saints University SVG. In addition, Yusuf argues that the trial court should not have excused defendants for signing checks in violation of the Operating Agreement and for obtaining a charter for a third medical school in Aruba. and Financial Aid OfficerMrs. Chilana sought such emergent relief because All Saints required immediate capital to continue operating into the next semester. 42:2B24(b)(3)(a) and (c). Examination Fee In exchange for contributing his services, Silberie received an ownership stake in MEERC, although the record does not indicate what percentage. 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. The 4-year MD Program, 5-year MD program and lastly the B.S.C Medical Sciences program. On the same date, Weiner verified that Chilana had transferred $250,000 into a trust account to pay All Saints's obligations, of which $100,000 had already been used to pay past-due bills. 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 judge amplified his analysis of these particular issues later in his opinion, explaining why he had not dissociated defendants from the business instead of plaintiffs:15. I want to thank the teachers at All Saints University, who helped in getting me to where Im at. Applicants must possess a high school/secondary school diploma or certificate All Saints University holds information seminars throughout the world. [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. Although the Operating Agreement bars shareholder(s) from buy[ing] out other shareholder(s), that provision is contained in the paragraph allocating shares to the parties in All Saints, but not in ASUMA. Default judgment was subsequently entered against Silberie, who did not file any responsive pleadings to the lawsuit. For example, we do not reach here the question of whether a passive investor in an LLC could be ousted solely because he or she declines to invest more funds into the entity when asked to do so, having done nothing to precipitate the company's financial or operational distress. AUSSOM, the perfect medical college for students with a passion for medicine. [12] This is followed by the structured curriculum in the 4 Year MD Program. All Saints University School of Medicine a relatively new school of medicine opened in January of 2006; the All Saints University of medicine offers a medical degree to American, European and Dominica residents (who are automatically eligible for a 50% tuition fee scholarship). Each of these steps was undertaken by Chilana for the purpose of maintaining the functioning and viability of the LLC and the medical school, as well as protecting his substantial financial investment. All Saints University Dominica - School of Medicine REALIZE YOUR DREAMS! For the Academic Programs Read More All Saints University is a private university in Uganda. 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. The email address cannot be subscribed. 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. Arthur P. Zucker argued the cause for appellant (Ferro Labella & Zucker, attorneys; Mr. Zucker, of counsel and on the brief). 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. 42:2B24(b)(3), which provides that a member of an LLC is to be dissociated from the company, upon judicial expulsion, for one of three reasons: (a)the member engaged in wrongful conduct that adversely and materially affected the limited liability company's business; (b)the member willfully or persistently committed a material breach of the operating agreement; or, (c)the member engaged in conduct relating to the limited liability company business which makes it not reasonably practicable to carry on the business with the member as a member of the limited liability company[. His argument is that Judge Contillo chose the statutory remedy of dissociation over equitable remedies in 2009, and that we erred in 2015 in remanding the matter to allow the judge to consider the issue of remedy anew. Our holding is limited to the facts of this rather unusual case. at 42832; see N.J.S.A. To show their continued support and desire to invest in the country, the All Saints University School of Medicine made a donation to the Government of Dominica in the amount of $100,000ECD to help Dominicans with relief efforts. Having confirmed that the LLCA's dissociation provisions do indeed apply to the parties' LLC, we now turn to the substance of the trial court's decision. 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. If you disable this cookie, we will not be able to save your preferences. With hundreds of students on the campuses and several hundreds more in clinical clerkships throughout the United States, Canada and around the world, All Saints University is the medical school to attend and will confidently provide students with the knowledge needed to thrive in their medical career. (Ibadan), Registrar (Admin.) 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. Finally, the claims that Chilana misappropriated corporate funds or things of value must be dismissed for lack of any credible facts in the record to support the allegations. Kuhn, supra, 366 N.J. at 440. Click the citation to see the full text of the cited case. We thus remanded the case to Judge Contillo a second time to consider the remedy for Yusuf's breaches of his fiduciary duties and duty of loyalty to ASUMA, and, if necessary, Yusuf's claim that he owned fifty-three percent of ASUMA following his asserted acquisition of Paulpillai's interest after entry of the judgment in 2010. Given this delayed effective date, the change in the statutory scheme has no effect on the issues in the present appeal. Ibid. 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. Study medicine in St Vincent, practice in USA, Canada. 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. Div. ALL SAINTS UNIVERSITY OF MEDICINE ARUBA; ASUMA LLC; and RICHMOND PAULPILLAI, Plaintiffs, JOSHUA YUSUF, PlaintiffAppellant, v. GURMIT SINGH CHILANA, DefendantRespondent, PETER SILBERIE, Defendant. Analytical Chemistry Laboratory 2. On March 13, 2009, the trial court entered an order sanctioning plaintiffs for failure to comply with a prior order as to certain discovery issues. All Saints will assist students with information concerning insurance companies which provide this service. It has not diminished the value of interests of All Saints in any discernible way. [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. Although Glueck agreed with that arithmetic, he disagreed with plaintiffs' inclusion of revenue from fifteen students who were scheduled to graduate soon. 42:2B-1 to-70, since repealed, the judge ordered Yusuf and Paulpillai dissociated from ASUMA and paid fair value for their interests, which value was determined to be zero on the stipulated valuation date. FindLaw.com Free, trusted legal information for consumers and legal professionals, SuperLawyers.com Directory of U.S. attorneys with the exclusive Super Lawyers rating, Abogado.com The #1 Spanish-language legal website for consumers, LawInfo.com Nationwide attorney directory and legal consumer resources. The portion of the Operating Agreement that Yusuf argues that the trial court should have enforced in lieu of N.J.S.A. FN2. 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. Deanna Gallant, Admission OfficerMs. The following month, Yusuf complained to Chilana by phone that he was violating Paragraph 7F of the Operating Agreement in co-signing checks with Silberie. A-2425-13 (App. [3] The Roseau campus opened in 2006. In its oral opinion, the court described plaintiffs' failure to provide the tuition-related records as outrageous, a farce, contemptuous, and evasive. Specifically, the court ruled that: [T]here will be an inference that [Yusuf and Paulpillai] have converted the money for the entity for their own purposes. English Articles. In fact, in a reply e-mail, Paulpillai told Chilana that he will NOT be allowed to take any money out of the University accounts in the [United States] or Canada unless it is authorized by ALL the four of us. In another e-mail, this one directed to Silberie but also received by Chilana, Paulpillai told Silberie that if he refuse[d] to agree with him and Yusuf regarding the authorized signatories, and checks and withdrawals are not honored by our bank in the U.S.A. and Aruba before [the] end of February 2008, you and you alone will be totally responsible for whatever devastating consequences this might bring[. Throughout the stages of the program they work closely with you to guide you on your path to becoming a doctor. [24][25], All Saints University School of Medicine is also on the Canadian Government's List of Designated Educational Institutions. FN16. 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. a-2628-09t1 all saints university of medicine NOT FOR PUBLICATION WITHOUT THE APPROVAL OF THE APPELLATE DIVISION SUPERIOR COURT OF NEW JERSEY APPELLATE DIVISION DOCKET NO. Degree with ASU. 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. 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. 387, 394-95 (App. I was presented with many opportunities that brought promising results. FN4. All Saints University offers three different medical programs for their students. 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. Each medical school is completely autonomous in reaching its own admission decisions. Natural Med., Inc. v. N.J. Dep't of Health & Senior Servs., _ N.J.Super. The faculty and personnel at All Saints constantly provided me guidance and answered my questions promptly while also facilitating my clinical rotations to help develop me into a future physician. Copyright 2023, Thomson Reuters. We concluded in our 2015 opinion after reviewing the record that we could not "find that Judge Contillo considered Yusuf's breaches of his fiduciary duties and duty of loyalty on remand and determined not to deprive Yusuf of his shares on that basis." Solomon explicitly rejected other potential approaches to determining value. Nevertheless, we acknowledge the rule of E & K Agency, Inc. v. Van Dyke, 60 N.J. 160, 163 (1972), "that where reversal of a judgment eliminates all basis for recovery against a nonappealing party, as well as against the party who has appealed, the benefit of the judgment will be made available to all alike.". Chilana testified that, as of the time of trial, he had not been reimbursed for his emergency cash infusion. None of the parties objected to this characterization of All Saints for purposes of the valuation..FN17. [18], All Saints University School of Medicine was accredited in 2019 by the ACCM (Accreditation Commission of Colleges of Medicine). But no steps have been taken to make that possibility a reality. Accordingly, the claim of breach of fiduciary duty falls. (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. 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. He argues that this same principle should apply here to the LLC, citing Musto v. Vidas, 281 N.J.Super. He did not use an asset approach because, although All Saints owned $230,000 in assets, the value here is as a going concern, not liquidation, and All Saints was losing money. Solomon also rejected a market value approach, which considers transactions that are similar, because he could not find sufficiently similar transactions. Apply today! of Med. See N.J.S.A. However, the court noted in its opinion that the parties had stipulated to July 31, 2008, as the applicable valuation date..FN19. Yusuf memorialized that conversation in an e-mail to Chilana. ] See N.J.S.A. 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. All Saints University School of Medicine was founded in April 2006. It was not an easy road but their guidance and advice did come a long way. He also had discussions with Glueck, Chilana, and Symeonides about 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." 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. .. 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