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. Leagle.com reserves the right to edit or remove comments but is under no obligation to do so, or to explain individual moderation decisions. ] See N.J.S.A. Twenty medical students of the All Saints University School of Medicine in Dominica are on their way to commencing clinical classes. AUSSOM, the perfect medical college for students with a passion for medicine. Meanwhile, in the paperwork submitted to Smith Barney, Chilana and Yusuf were designated as ASUMA's managing members.. In a nutshell. (emphasis added). At a directors' meeting held at ASUMA's office in New Jersey on June 27, 2007, which lasted ten hours, the parties' relationship began to deteriorate. Chilana responded by e-mail, accusing plaintiffs of also signing checks in breach of Paragraph 7F. We invite you to join us to discover an All Saints Education and realize your dreams of becoming a great physician. 42:2B24(b)(3) of the New Jersey Limited Liability Company Act (LLCA), N.J.S.A. At one point, Solomon asked Symeonides to revise the projections, and he also inquired into the basis of the calculations for the large items, such as rent, salaries and advertising. However, on appeal, the parties do not challenge the trial court's finding that the agreement qualified as such under that statute. Fees are due two months prior to commencement of the semester. Go to study. Yusuf explained that he did not want Chilana and Silberie co-signing checks together because he feared they would not tell Paulpillai and him the reasons for withdrawing funds. We agree. Just better. 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. 42:2B24(b)(3). 42:2B24(b)(3). However, on appeal, the parties do not challenge the trial court's finding that the agreement qualified as such under that statute..FN3. 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 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. 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. Such assignees are entitled to receive distributions and allocation of income, gain, loss, deduction, or credit[. Among other things, Paulpillai and Yusuf objected to ASUMA's offices being located in a building owned by Chilana. 42:2B24(b)(3)(c).11. A member's dissociation from an LLC pursuant to the statute does not cause that member to sell or give up economic rights involuntarily in the LLC. The 4-year MD Program, 5-year MD program and lastly the B.S.C Medical Sciences program. 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. Oct. 27, 2015) (slip op. In particular, Yusuf argues that defendants breached their fiduciary duties in several respects. 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. Comm., 140 N.J. 366, 378 (1995). 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. All students are required to obtain malpractice insurance prior to commencement of their clinical rotations. 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. of Med. Solomon Karredula, MBBS (Nagarjuna), MD (Andhra), Associate ProfessorDr. By consent order on June 10, 2008, the trial court vacated the temporary restraints and imposed new preliminary restraints delineating the rights and obligations of the parties to manage ASUMA and All Saints, pending trial. Chilana testified that, as of the time of trial, he had not been reimbursed for his emergency cash infusion. Valuation is an art, not a science. Yusuf and Paulpillai were authorized to sign checks on both accounts. All Saints University offers three different medical programs for their students. Because of that silence, the LLCA applied to the parties by default. 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. Melissa Alexander, (China), Administrative Assistant, Dr. Suraj Parajuli, MBBS, MD (Kathmandu), (Associate Professor and Chair)Dr. Wisam Al-Hafidh, MBChB, FRCS (UK), ProfessorDr. But the determination is that based on this record they've converted these moneys to their own purposes, and they have done so in [derogation] of the entity that should have received the moneys. Symeonides had been retained by Weiner..FN7. You're on your way to applying to some of the top accredited Caribbean medical schools. [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. The 4-year MD Program, 5-year MD program and lastly the B.S.C Medical Sciences program. The parties attempted that day to reach agreement on a method to save All Saints, pending trial. Aruba, No. FN17. Our holding is limited to the facts of this rather unusual case. The only issue on appeal remaining for our resolution is Yusuf's percentage ownership in ASUMA. Click the citation to see the full text of the cited case. I consider myself privileged to have had the opportunity to work with them. degree program. . Here, that presumptive date would have been the date of the final order of January 6, 2010. The judge also reasonably regarded defendants' procurement of the charter for another medical school as justifiable protective action in the event that All Saints collapsed. The issues litigated in this case require our application of the LLCA, the operative statute that was in force at the time of the parties' actions and the trial court's rulings, and which remains in force as of the time of this appeal.9 Section 2B24 of the LLCA provides that [a] member shall be dissociated from a limited liability company upon the occurrence of any of the following events, as enumerated in subsections (a) and (b) of the provision and the various subparts of those subsections. 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. So I'm not going to sanction. 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. Yusuf testified that he was attempting to compromise by permitting Silberie to sign checks, but prevent him from signing with Chilana. Unlike New Jersey, Delaware does not provide for judicial dissociation of an LLC member. Dipti Sharma, B. Pharm (Jalandhar), Associate Registrar (Clinical Affairs)Mrs. Pritam Shahukar, MSc. It is unbelievable that I achieved this on the first try. 42:2B24(b)(3)(c). Provides Quality Education and An Invaluable Experience, Accelerated (4-6 Semesters) Nursing Deegree Program, Bachelor of Health Sciences (Diagnostic Medical Imaging), Bachelor of Health Sciences (Medical Laboratory Technology). However, the court noted in its opinion that the parties had stipulated to July 31, 2008, as the applicable valuation date. Corp., 207 N.J. 344, 37273 (2011); Buckelew v. Grossbard, 87 N.J. 512, 524 (1981). 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. Given these significant differences in the applicable statutory tests, we elect to confine our analysis to the trial court's determination under subsection 3(c) the less stringent provision rather than subsection (a). We note that the new statute uses similar, but not identical, provisions as the LLCA concerning dissociation by judicial order. 42:2B44 while being dissociated from the entity's management and operations. Given this delayed effective date, the change in the statutory scheme has no effect on the issues in the present appeal. Aruba v. Chilana, No. ", The judge accordingly entered an order on December 17, 2013, modifying the prior judgment by declaring that Yusuf, having been dissociated from ASUMA since January 6, 2010, had since that date "only the rights of an assignee of a member's limited liability interest pursuant to 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. 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. 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. (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. Sebring involved the dissolution of a partnership and dissociation of one of its partners under another statute, N.J.S.A. denied, 109 N.J. 520 (1987). 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. 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. Ibid. 1. 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. Alumni Mentorship Program Meeting Sessions this week! Hence, if the students' tuition payments were not so applied, additional equity from the members would be needed to cover the expenses. Silberie was an authorized signatory only on the CMB account. Kuhn, supra, 366 N.J. at 440. Ibid. None of the parties objected to this characterization of All Saints for purposes of the valuation. All Saints University School of Medicine is chartered and recognized by the Government of the Commonwealth of Dominica. We affirmed the judgment dissociating Yusuf, rejecting his appeal. Paulpillai did not appeal the judgment, and defendants have not cross-appealed on any issues. Here, that presumptive date would have been the date of the final order of January 6, 2010. (Ibadan), Registrar (Admin.) (London), (Associate Professor)Dr. Delia Graham, MD (Dominica), (Assistant Professor), Dr. Rachael Andrew, MD (Havana), (Associate Professor)Dr. Wisam Al-Hafidh, MBChB, FRCS (UK), ProfessorDr. 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. He argues that this same principle should apply here to the LLC, citing Musto v. Vidas, 281 N.J.Super. The university has 2 campuses in Dominica and St. Vincent and the Grenadines. The government requires that students obtain proper health insurance before they arrive on the island. That agreement was contingent on Chilana successfully dissociating plaintiffs from ASUMA.8, The trial took place over six intermittent days in September 2009. Meanwhile, Chilana infused at least $250,000 in funds to All Saints since obtaining the other charter. ), rev'd on other grounds, 196 N.J. 502 (2008). at 431. _____ Submitted December 5, 2011 Decided December 24, 2012 Read more at www.mcdlaw.us or www.newjerseybusinessdissolution . Yusuf countered that "`[t]he Chancery judge . The Formation of the Medical School in Aruba. 42:2B-24b does not compel the sale of a dissociated party's interest. We note that the new statute uses similar, but not identical, provisions as the LLCA concerning dissociation by judicial order. Aruba v. Chilana, No. Every student is a member of the central student government. But no steps have been taken to make that theoretical possibility a reality. This website uses cookies so that we can provide you with the best user experience possible. at 13; see Polidori v. Kordys, Puzio & Di Tomasso, 228 N.J.Super. Phone: (602) 914-1520. It has not diminished the value or interests of All Saints in any way, and it has not injured the interests of ASUMA, or the Foundation, or the medical school, or the fellow shareholders/members. denied, 143 N.J. 328 (1996). As we have previously noted in Part II(B), supra, of this opinion, dissociation pursuant to N.J.S.A. However, proof of either standard suffices because the statute uses the disjunctive term or in listing the alternative grounds for dissociation. For the reasons that follow, we affirm the trial court's final judgment ordering plaintiffs' dissociation from the LLC. FN16. Yusuf subsequently appealed the final judgment to this court. An academic year at All Saints consists of 3 semesters. We explained that our remand was "premised on the fact that the parties had stipulated to a buyout upon dissociation. The second charter was issued to Xavier University School of Medicine (Xavier). Chilana. We also note that the parties' respective briefs are inconsistent in their use of the Dr. title for the opposing litigants..FN1. We note the adjective wrongful is not defined in the statute. Div. Privacy Policy, Congratulations! By certification dated November 24, 2008, Glueck confirmed that All Saints was in poor financial condition. All Saints University is located at Hillsborough St, Roseau, Dominica . The Operating Agreement did, however, make clear that Board decisions required a unanimous vote of the directors. Listed below are the cases that are cited in this Featured Case. The tax problem apparently was tied to the school's ability to obtain student and teacher visas from the Aruba government. He did not know whether her problem had predated Chilana's involvement in All Saints. Yusuf maintains that several of the court's factual findings lack support in the record, specifically including findings that plaintiffs (1) improperly withheld financial documents relating to the operations of the LLC and MEERC; (2) failed to provide documentation of student grades, courses, and credits; (3) caused a deadlock over the handling of the Smith Barney and CMB bank accounts, resulting in those accounts being frozen; (4) permitted immigration problems to fester; (5) failed to make adequate funding available to the school and misused current student funds to meet past defaulted obligations; and (6) engaged in conduct that brought the school to the brink of collapse and threatened its future viability. See, e.g., Sears Mortg. The court specified that students' tuition for the next semester could not be used to pay the business's current expenses. Chilana sought such emergent relief because All Saints required immediate capital to continue operating into the next semester. Given this delayed effective date, the change in the statutory scheme has no effect on the issues in the present appeal. Presently, core rotations take place in Illinois, Georgia and Jamaica. Yusuf further contends that the court erred, as a matter of law, in declining to impose a remedy for such alleged breaches because they did not cause harm to the business. Aruba, No. 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). Although plaintiffs initially had sought dissociation of defendants from the LLC, Yusuf has not sought such a remedy on appeal. Yusuf memorialized that conversation in an e-mail to Chilana. The Operating Agreement did not expressly designate a managing member who was responsible for making day-to-day operational decisions for the LLC. ALL SAINTS UNIVERSITY OF MEDICINE, ARUBA, ASUMA LLC and RICHMOND. Although the record is suggestive that the immigration problems did indeed continue, this factual finding likewise is not critical to the statutory assessment under subsection 3(c) about whether it was reasonably practicable to carry on the LLC with plaintiffs. 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. They've had plenty of opportunities to show otherwise. ] N.J.S.A. at 47..FN9. [9] Citizens of Dominica automatically receive 50% scholarships. All Saints University School of Medicine, Dominica (ASUDOM) is a private medical school located in the Caribbean. 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. 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. 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. 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. Silberie perceived that the students were being improperly siphoned to Dominica. The Board also had the express authority to grant others one or more of its powers, provided this is clearly described.. Getting your medical school on UMCAS leads to more student interest, increased exposure, added credibility and a whole lot more. To determine value Solomon relied on data and income projections supplied by Symeonides, as well as student enrollment trends. FN9. and conveying it to Dr. Chilana, for what it was worth: zero." 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. 42:2B-24b does not compel the sale of the shares of a dissociated member." Recent. See Kuhn v. Tumminelli, 366 N.J.Super. Chilana's Infusion of Funds and The Enterprises' Continued Problems, Faced with these operational difficulties and plaintiffs' resistance, Chilana used his own personal funds to pay expenses and teacher and staff salaries to keep the school afloat.4 Because February 2008 salaries had been paid late to the teachers and staff, they sent an e-mail on March 25, 2008, threatening to walk out and to report All Saints to the Aruba labor department if the March 2008 salaries were also paid late. 3 All Saints University School of Medicine, Kingstown, Saint Vincent and the Grenadines. 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. 42:2B24.1 (noting that the dissociated member has, subject to N.J.S.A. 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. However, plaintiffs did not offer competing expert testimony to refute the opinion of defendant's valuation expert that the LLC had no positive value. FN18. Chilana offered to contribute that needed equity if the court ousted Yusuf and Paulpillai from operating All Saints and ASUMA. 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. Given this delayed effective date, the change in the statutory scheme has no effect on the issues in the present appeal. 42:2B66(a) instructs, the LLCA is to be liberally construed to give the maximum effect to the principle of freedom of contract and to the enforceability of operating agreements.. Therefore, as of July 31, 2008, Solomon concluded that ASUMA and All Saints had zero net equity.17. Problems Emerging With the Business and the Parties' Relationships. Given that situation, the trial court did not err by concluding that it would not be reasonably practicable to continue the business of ASUMA, i.e., operating All Saints, with plaintiffs continuing as members of ASUMA. Located in the city of Roseau of Dominica, the university has been named the best Caribbean Medical School. N.J.S.A. at 46(e)(1)-(3). FN9. FN3. However, such a potential solution was not an alternative here, because the Operating Agreement forbids such a forced sale. (Library Science), (Pennsylvania), University Librarian, Mr. David Bruney, LLB (Former Attorney General, Commonwealth of Dominica), Mr. Frankie Bellot, Liaison Officer, Public Relations, Housing and Transportation, Akpakpan Etieno, Student Council President, Samuel Oyewole, President of Student Governing Board. I am incredibly grateful for the experiences I got here and how they shaped me into the person I am today. All Saints will assist students with information concerning insurance companies which provide this service. At All Saints University College of Medicine, Saint Vincent and the Grenadines, we strive to foster an environment where our students feel supported academically, socially and emotionally. Finally, Silberie owned 220 shares, a twenty-two percent interest. <a href=http://doxycycline100mg.bid/>doxycycline 100 mg</a> <a href=http://buy-zoloft.party/>zoloft</a> <a href=http://motrinib.bid/>motrin 400mg</a> According to an e-mail sent by Yusuf on or about March 16, 2008, this revised authorization resolved the access problems with the Smith Barney account. N.J.S.A. 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. Sometime in March 2008, Chilana and Silberie applied to the Aruba government for a charter to operate another medical school. See N.J.R.E. FN15. At FindLaw.com, we pride ourselves on being the number one source of free legal information and resources on the web. Superior Court of New Jersey, Appellate Division. 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