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. [2] The schools' campus is in Roseau, Dominica, and is administered from Toronto, Ontario. [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. For example, the Treasurer had the authority to manage All Saints's finances. The 4-year MD Program, 5-year MD program and lastly the B.S.C Medical Sciences program. 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. 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. Yusuf subsequently appealed the final judgment to this court. Relying on the valuation testimony presented at trial that the value of the entity was zero in September 2009 and ASUMA's tax returns for 2008 and 2009 showing losses of $50,000 and $209,070 respectively, Judge Contillo determined ASUMA still was without value as of January 6, 2010. Kuhn, supra, 366 N.J. at 440. 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. To the contrary, Yusuf may continue to hold his shares (and those assigned to him by Paulpillai) but as a dissociated member he is enjoined from participating in the management of the LLC. Sign Up. at 42832; see N.J.S.A. See Angel v. Rand Express Lines, Inc., 66 N.J.Super. Plaintiffs supplied the academic records of one of those students to Weiner, but those records were incomplete. However, the court noted in its opinion that the parties had stipulated to July 31, 2008, as the applicable valuation date. However, on appeal, the parties do not challenge the trial court's finding that the agreement qualified as such under that statute..FN3. Div. He requested injunctive relief, seeking to have the court authorize him to act solely on behalf of [All Saints].. Aruba v. Chilana, No. On January 6, 2010, the court entered a corresponding final judgment dissociating plaintiffs from ASUMA and dismissing plaintiffs' complaint. N.J.S.A. In July 2007, Yusuf learned that Chilana and Silberie were co-signing the Smith Barney checks. 42:2B24. The Legislature very recently passed comprehensive new legislation concerning New Jersey's LLCs, L. 2012, c. 50. 42:2B24 does not cause Yusuf to give up or sell his economic interest in ASUMA. Cf. 2425-13, supra, slip op. We disagree. Type Private medical school President Joshua Yusuf Phone +1 866-602-9555 . 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. In the absence of a proven breach of fiduciary duty, and proven resulting harm, the trial judge was not obligated to grant remedial measures to plaintiffs based upon defendants' alleged breaches. 414 (App.Div. Nevertheless, we offer the following discussion for sake of completeness. 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. There would have been no other option." However, such a potential solution was not an alternative here, because the Operating Agreement forbids such a forced sale. Outpatient Locations. 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. To determine value Solomon relied on data and income projections supplied by Symeonides, as well as student enrollment trends. Plaintiffs insisted, however, that they were not in a position to make any capital contributions. He also complained that he was unable to get All Saints's financial statements for 2005 and 2006 from Yusuf and Paulpillai. Co. of Am., 65 N.J. 474, 484 (1974)). 42:2B24(b)(3)(c). 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. v. Artaki, LLC, 392 N.J.Super. Program de Masterat - Bancas - masterat profesional de specializare. The RULLCA will not take effect until 180 days beyond that enactment date, which is March 18, 2013. On May 3, 2007, the four parties executed an Operating Agreement for ASUMA.3 As contemplated, Chilana received 250 shares in All Saints, which represented a twenty-five percent minority interest, in exchange for his $500,000 contribution. The email address cannot be subscribed. Id. Users are responsible for compliance with state and federal laws regulating physician referrals, such as antikickback laws, the Stark law, or state professional practice restrictions. As Solomon explained: [DEFENDANT'S ATTORNEY]: And your reason for determining that as of July 31, '08, the value was zero? Id. Arthur P. Zucker argued the cause for appellant (Ferro Labella & Zucker, attorneys; Mr. Zucker, of counsel and on the brief). 42:2B2. Citations are also linked in the body of the Featured Case. All Saints University Hillsborough St Roseau, Dominica (767) 4405220 http://allsaintsuniversity.org/. Pomerantz, supra, 207 N.J. at 372. Consistently ranked among the top primary care medical schools, our small class sizes enhance the individual learning experience. 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. Joshua Yusuf is the Director and President of the academy. Leagle.com reserves the right to edit or remove comments but is under no obligation to do so, or to explain individual moderation decisions. After obtaining the charter, the three founders of All Saints (Yusuf, Paulpillai, and Silberie) began preparing the school for classroom instruction. 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. Terms & Conditions. By comparison, we review the trial court's determinations on legal issues de novo. The enforceability of this agreement is unclear. 328, 342 (App.Div.1999). 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. FN12. 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. Id. 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. 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. Yusuf testified that he was not given the password to access the new Google account, and thus he could not monitor it. 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. On November 20, 2008, Chilana filed an emergent application requesting the trial court to declare plaintiffs judicially dissociated from ASUMA, pursuant to N.J.S.A. All Saints University offers three different medical programs for their students. 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. Aruba v. Chilana, No. Ibid. 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. Although plaintiffs initially had sought dissociation of defendants from the LLC, Yusuf has not sought such a remedy on appeal..FN15. Co-plaintiff Paulpillai has not participated in the appeal, nor has co-defendant Silberie. Here, that presumptive date would have been the date of the final order of January 6, 2010. Among other things, Paulpillai and Yusuf objected to ASUMA's offices being located in a building owned by Chilana. All Saints University makes the necessary arrangements for our students to do clinical clerkships at approved ACGME-accredited/teaching hospitals in the United States and Canada. However, proof of either standard suffices because the statute uses the disjunctive term or in listing the alternative grounds for dissociation. All Basic Medical Science professors possess an MD or Ph.D. or both degrees and they take pride in providing quality education and one-on-one attention to students. 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. The next day, after Yusuf and Paulpillai had left the office, Chilana asked Silberie to co-sign checks on the Smith Barney account and Silberie agreed. On June 12, 2009, the court granted that request. 42:2B2. 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. Paulpillai and Yusuf threatened to advise Smith Barney that checks signed by Silberie were NOT authorized by the board of ASUMA, which they understood would have serious implications.. The second charter was issued to Xavier University School of Medicine (Xavier). 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. FN6. Examination Fee There are a large number of foreign students: studying at All Saints, you can not only gain relevant knowledge, but also make friends around the world. I am grateful to All Saints University, Dominica, for allowing me to chase my dreams of becoming a doctor at such a young age. 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. Meanwhile, in the paperwork submitted to Smith Barney, Chilana and Yusuf were designated as ASUMA's managing members.. These textual differences, on the whole, make it easier to justify dissociation under subsection 3(c) than 3(a). Oct. 27, 2015) (slip op. Here, plaintiffs offered no competing expert to take part in the proverbial battle of experts. . Consequently, we shall permit Yusuf to file a motion with the trial court within thirty days of this opinion if he, in fact, wishes to have the court consider whether he can withdraw from the previous stipulation and, in light of the statutory clarification we have now provided in this opinion, continue to retain the economic benefit of his shares as assignee under N.J.S.A. Chilana agreed to purchase 250 shares of All Saints, representing a twenty-five percent stake, for $500,000. The Operating Agreement also contained a provision that the expenses of the administrative offices must be approved by the directors and taken care of by the University. The Operating Agreement similarly had a [b]udgeting provision, in which the parties had agreed that: [a]budget for the operation of the University must be prepared every semester by the USA administrative office and must be approved in writing by all the directors / shareholders before it can be implemented. 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. By signing up you are agreeing to our Terms of Service. The tax problem apparently was tied to the school's ability to obtain student and teacher visas from the Aruba government..FN5. FN12. 42:2B39. 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. Every page goes through several hundred of perfecting techniques; in live mode. 1 Department of Anatomical Sciences, All Saints University School of Medicine, Roseau, Dominica. To get more information about the university and the admissions process, you can use the live chat to contact a university . However, that perception was apparently inaccurate. 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. The enforceability of this agreement is unclear. Div. Food expenses also vary depending on individual taste and habit. of Med. Finally, Silberie owned 220 shares, a twenty-two percent interest. In the first two years of medical school, students focus on attaining an in-depth understanding of the basic knowledge of health and disease and are introduced to the care of individuals and how to navigate and understand the dynamic between patients and doctors. The Dean of All Saints, Lakhinder Kanwar, referred Yusuf to Chilana, an obstetrician and gynecologist licensed in New Jersey and practicing in Paterson. 42:2B24(b)(3) for judicial dissociation of plaintiffs from the LLC. 357, 381 (App.Div.2007), rev'd on other grounds, 196 N.J. 502 (2008), held that the appropriate valuation date in the event of dissociation is the date of the dissociation itself. in Chemistry with a minor . Having gained Silberie's willingness to provide his signature, Chilana thereafter ceased sending checks to Yusuf and Paulpillai to co-sign. 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. A-2628-09 (App. Glueck hired an expert to determine whether the student was entitled to a degree, and the expert confirmed that he was. at 47. The University reserves the right to change any of its policies or regulations at any time. at 47. 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[. Applicants must possess a high school/secondary school diploma or certificate All Saints University holds information seminars throughout the world. of Med. at 56061. Applicants must possess a high school/secondary school diploma or certificate with credits in Mathematics or Calculus, English and Science subjects, including Chemistry and Biology. Pursuant to section 2B-24b of the New Jersey Limited Liability Company Act, N.J.S.A. Chilana again urged the others to adopt this solution by an e-mail sent the following day. Beside MD Degree programs, we offer 4-year (8 semesters) and 3-year (6 semesters) Bachelor of Science degree programs in Nursing. However, the court noted in its opinion that the parties had stipulated to July 31, 2008, as the applicable valuation date..FN19. Visit Web Page. 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). In exchange for contributing his services, Silberie received an ownership stake in MEERC, although the record does not indicate what percentage. Alumni are an important part of our community at All Saints University College of Medicine, St. Vincent and the Grenadines. Home / All Saints University School of Medicine. Id. 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. On cross-examination, Solomon acknowledged that his income projections did not include all of the students from All Saints who may have been in limbo, that is, those who hadn't come back yet for their clinical rotation[. FN10. FN17. The government also agreed to issue no more than two charters for a medical school in the country. First, we note that N.J.S.A. 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