We note the adjective wrongful is not defined in the statute. Chilana responded by e-mail, accusing plaintiffs of also signing checks in breach of Paragraph 7F. It has not injured the interests of ASUMA, or the Foundation, or the medical school, or the fellow shareholder/members in any way whatsoever. On April 22, 2008, Yusuf and Paulpillai, as plaintiffs, filed a verified complaint in the Chancery Division, alleging breach of fiduciary duty, breach of contract, and misappropriation against defendants, Chilana and Silberie, stemming from their alleged violations of the Operating Agreement. 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. At trial, the parties disputed whether the agreement was an LLC operating agreement under N.J.S.A. He also challenges the court's conclusion that defendant's actions caused no harm to the LLC or to All Saints. FN3. As a transfer student during the COVID pandemic, ASU smoothed my transition and welcomed me very warmly. By signing up you are agreeing to our Terms of Service. 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. 42:2B24(b)(3) for judicial dissociation of plaintiffs from the LLC. 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. All Saints Univ. He argued not only had that finding become the "law of the case," which we should not have revisited in 2015, but that our 2015 finding that the Agreement did not bar a forced sale was premised on a faulty understanding of the structure of the Foundation, i.e., the claimed "Aruban law"1 issue. 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 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. By holding in 2012 "that, despite what the parties and the trial judge may have otherwise assumed, N.J.S.A. [13], The 4 Year MD Program is for applicants who have completed a Bachelor of Science or the necessary prerequisites at an accredited school. Chilana intended to inject the capital necessary to sustain the school only if plaintiffs were dissociated. Oct. 27, 2015) (slip op. 42:2B24(b)(3)(c). [4][5] The student body grew steadily over the past decade and now welcomes hundreds of students. 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. Superior Court of New Jersey, Appellate Division.https://leagle.com/images/logo.png. FN13. Joshua Yusuf: Dean . All Saints University School of Medicine (ASUSM) is a private medical school located in the Caribbean. 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. All students are required to obtain malpractice insurance prior to commencement of their clinical rotations. Such assignees are entitled to receive distributions and allocation of income, gain, loss, deduction, or credit[. 42:2B24.1 (noting that the dissociated member has, subject to N.J.S.A. See N.J.S.A. 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. Offering one of the most affordable medical school tuition fee structures and a scholarship program, Take the First Step Towards Your M.D. Starting a career in medicine depends on solid foundation of information and knowledge acquired during your time in medical school. Yusuf does, however, retain the right to do so if he resigns pursuant to N.J.S.A. ), certif. . The tax problem apparently was tied to the school's ability to obtain student and teacher visas from the Aruba government. We note that defendants' appellate brief similarly focuses upon the application of subsection 3(c), with little discussion of the proofs or legal analysis relating to subsection 3(a). We held "that, despite what the parties and the trial judge may have otherwise assumed, N.J.S.A. Food and lodging can range from $450 to $1000 per month depending on individual habits and preferences. A-2628-09 (App. Every student is a member of the central student government. On April 30, 2008, the trial court entered an order to show cause with temporary restraints. [17] The rotations take place in the fields of Internal Medicine, General Surgery, Pediatrics, Psychiatry, Obstetrics/Gynecology, and Family Practice. 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." Yusuf testified that he was attempting to compromise by permitting Silberie to sign checks, but prevent him from signing with Chilana. 42:2B24(b)(3)(c). Under the Operating Agreement, signatures from three persons were required to write a check over $10,000 on each account, but each party had rights to view the accounts. An expert must give the why and wherefore of his or her opinion, rather than a mere conclusion. The Board also had the express authority to grant others one or more of its powers, provided this is clearly described.. Therefore, as of July 31, 2008, Solomon concluded that ASUMA and All Saints had zero net equity.17. The trial court shall enter an amended judgment within twenty days to reflect our ruling. at 3, we, in effect, vacated Judge Contillo's chosen statutory remedy for the judgment Chilana secured against Yusuf on derivative count five of the counterclaim. [12] This is followed by the structured curriculum in the 4 Year MD Program. . ] (Emphasis added). See, e.g., Paternoster v. Shuster, 296 N.J.Super. The judge reasonably declined to continue the status quo, given the precarious financial condition of All Saints, the fractured relationship of the LLC's members, Yusuf's denial of the school's financial problems, and his unwillingness to infuse more funds into the business. The parties continued to dispute, however, the authorized signatories for the Smith Barney account. Nor does the parties' Operating Agreement in this case allow for such a forced sale. 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. 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. 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). Id. 3 All Saints University School of Medicine, Kingstown, Saint Vincent and the Grenadines. Yusuf subsequently appealed the final judgment to this court. ], [N.J.S.A. 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. Dr. Joshua Jeffs is the manager for instructional laboratory instrumentation in the School of Molecular Sciences at Arizona State University (ASU). It was taken out as a precaution so that a second medical school could exist on the island if All Saints Aruba ceased to exist as a result of the parties['] deadlock, or this litigation. Here, that presumptive date would have been the date of the final order of January 6, 2010. ALL SAINTS UNIVERSITY OF MEDICINE, ARUBA, ASUMA LLC and RICHMOND. We also do not lose sight of the fact that plaintiffs themselves have an eighty percent interest in another medical school in Dominica..FN16. However, such a potential solution was not an alternative here, because the Operating Agreement forbids such a forced sale. However, proof of either standard suffices because the statute uses the disjunctive term or in listing the alternative grounds for dissociation. On the contrary, the judge determined, after a six-day trial, that the appropriate remedy for Yusuf's breaches was the one he ordered, a forced buyout. With hundreds of graduates currently practicing as doctors globally, ASUSVG makes sure you are provided with the proper educational foundation so you have a range of medical opportunities in the future. To the contrary, Chilana testified that Smith Barney never agreed to accept less than all four parties' unanimous approval of transactions. However, Musto was interpreting N.J.S.A. Moreover, we noted in Musto that, in the corporate context, an appropriate remedy in the event of an irretrievable breakdown in the relationship among owners is for the majority shareholders to buy out the minority shareholders. [9][23] The institution is also recognized by the Educational Commission for Foreign Medical Graduates (ECFMG), Foundation for Advancement of International Medical Education and Research (FAIMER), and the World Health Organization (WHO). DMG Children's Rehabilitative Services (DMG CRS) 3141 N. 3rd Ave., Ste. 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. 1988). of Med. As Solomon explained: [DEFENDANT'S ATTORNEY]: And your reason for determining that as of July 31, '08, the value was zero? Account to Apply to any Schools As the trial judge aptly phrased it in his oral comments from the bench: if there's any finding of fact that I think is completely unavoidable in this case, it is that these individuals [meaning Plaintiff and Mr. Paulpillai] and this individual [meaning Dr. Chilana] cannot work together to advance the interests of the LLC or the university. Elective rotations can be arranged in various other states and are also available in other countries such as Canada, the U.K, and the Caribbean. 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. Chilana. We also note that the parties' respective briefs are inconsistent in their use of the Dr. title for the opposing litigants..FN1. ALL SAINTS UNIVERSITY OF MEDICINE ARUBA; ASUMA LLC; and RICHMOND PAULPILLAI, Plaintiffs, JOSHUA YUSUF, PlaintiffAppellant, v. GURMIT SINGH CHILANA, DefendantRespondent, PETER SILBERIE, Defendant. Moreover, the trial court's discrete factual finding that plaintiffs failed to provide adequate funding to the company is highly relevant to the subsection 3(c) analysis, and is amply supported by the record. (London) (Adjunct Professor)Dr. Andrii Puzyrenko, MD PhD (Kiev), Adjunct Associate Professor, Dr. Olugbenga Morebise, PhD (Ibadan), (Professor and Chair) Dr. Festus Adu DVM (Kiev), MSc. All Saints University Dominica - School of Medicine REALIZE YOUR DREAMS! FN5. FN8. Although the trial judge was unpersuaded by that contention, we need not decide ourselves whether plaintiffs' actions and inactions met the wrongfulness test of subsection 3(a). The schools' campus is in Roseau, Dominica, and is administered from Toronto, Ontario.. 4 -YEAR MD PROGRAM Stay up-to-date with how the law affects your life. All Saints University School of Medicine, Dominica (ASUDOM) is a private medical school located in the Caribbean. We rejected Yusuf's arguments. All Saints University College of Medicine offers the following programs: ASU SVG offers rolling admission with semester start dates in January, May and September. For these reasons, to the extent that the trial court's final order might be construed to imply that a sale of Yusuf's shares is compelled, we do not adopt such a construction. Yusuf initially served as the school's Chief Academic Officer. Meanwhile, Chilana infused at least $250,000 in funds to All Saints since obtaining the other charter. Pharmaceutical Technology 3. Symeonides had been retained by Weiner. 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. The Recruitment of Chilana and the Formation of the LLC. 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). The enforceability of this agreement is unclear. 1 Department of Anatomical Sciences, All Saints University School of Medicine, Roseau, Dominica. To the extent that the Chancery judge's rulings in this case implicate equitable principles, we also bear in mind that appellate courts are generally reluctant to interfere with the exercise of judgment by a court of equity. 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. No shareholder(s) can buy out other shareholder(s).. Outpatient Locations. First, we note that N.J.S.A. All Saints University Dominica - School of Medicine 4-Year MD Program 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. Moreover, pursuant to the Operating Agreement's terms, no shareholder can be compelled to give up or sell [his] shares for any reason.. Without Chilana's capital infusion, including his loan that was not yet repaid by the time of trial, the record suggests that All Saints may well have failed. It advised that going forward we will require the signatures of all four partners to effect transactions [. 42:2B-24.1 and N.J.S.A. In Fisk Ventures, LLC v. Segal, 2009 Del. 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. of W. Windsor v. Nierenberg, 150 N.J. 111, 13233 (1997); Caldwell v. Haynes, 136 N.J. 422, 432 (1994). 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. Sebring, supra, 347 N.J.Super. at 12-13. Because a dissociated member retains economic rights, judicial dissociation ordered under N.J.S.A. 42:2B24(b) does not compel the sale of the shares of a dissociated member. I'm not going to order moneys to be paid. To avert disaster, Chilana eventually assumed plaintiffs' obligations by infusing his own additional personal funds into the business. Graduation Fee Lastly, Silberie assisted students with the immigration process, as the school's Director of Internal Affairs. degree program. Following the trial, the court issued a written decision on December 23, 2009. He also did not buy or rent property or medical equipment.6, The Order to Show Cause and the Chancery Litigation. Analytical Chemistry Laboratory 2. 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. Throughout the stages of the program they work closely with you to guide you on your path to becoming a doctor. Instead, we found that Yusuf had "obtained a windfall we did not intend." 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. 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. R. 2:113(e)(1)(E). Chilana. We also note that the parties' respective briefs are inconsistent in their use of the Dr. title for the opposing litigants. 42:2B24(b)(3)(c) for dissociation. FN11. 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. Start Dates: September, January or May. Id. 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. Yusuf further argues that the trial court erroneously blamed plaintiffs for allowing immigration problems at All Saints to fester, even though the March 2007 incident with armed Aruba immigration authorities preceded the LLC's formation by more than a year and student enrollment continued thereafter. The judge rejected Chilana's argument that the court should order a forced sale as an equitable remedy for Yusuf's adjudicated breaches of his fiduciary duties and duty of loyalty. By continuing to use this website, you consent to the use of cookies in accordance with our Cookie Policy. Lisa Lafond, (St. Lucia) Assistant Registrar of AcademicsMs. 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. 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. 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. 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 . Melissa Alexander, (China), Administrative Assistant, Dr. Suraj Parajuli, MBBS, MD (Kathmandu), (Associate Professor and Chair)Dr. Wisam Al-Hafidh, MBChB, FRCS (UK), ProfessorDr. 42:2B44. Subsection 3(a) has a normative component, requiring that the member's behavior be wrongful.10 Ibid. Yusuf points out that under the New Jersey statutes governing corporations, it is improper for a court to order majority shareholders to sell their interests to the minority shareholders except in egregious circumstances. 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. FN16. Given this open question about whether or not a sale of plaintiffs' shares will be effectuated, it may be unnecessary for us to review the trial court's determination that plaintiffs' shares had no value as of July 31, 2008. 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. 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