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. 42:2B24(b)(3) for judicial dissociation of plaintiffs from the LLC. 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. Study medicine in St Vincent, practice in USA, Canada. At some point in July or August 2007, Chilana opened a deposit account (the Citibank account) for the LLC, which Chilana believed was with Yusuf's consent. 42:2B44 while being dissociated from the entity's management and operations. Chilana also thought that the Operating Agreement's provision, which appeared to prohibit him from co-signing the Smith Barney checks with Silberie, did not make sense[.]. Realize your dreams of becoming a great physician at All Saints Dominica; a Great Place to Study and Graduate! Given this delayed effective date, the change in the statutory scheme has no effect on the issues in the present appeal. THE 5-YEAR MD PROGRAM ] (Emphasis added). In January 2005, All Saints became operational, with an initial class of seventeen students. Start Dates: September, January or May. All Saints University School of Medicine is chartered and recognized by the Government of the Commonwealth of Dominica. 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. Chilana agreed to purchase 250 shares of All Saints, representing a twenty-five percent stake, for $500,000. Following a six-day bench trial, the Chancery judge ordered that Yusuf and Paulpillai be expelled from the LLC, upon finding that they had engaged in conduct authorizing such judicial dissociation, pursuant to both subsections 3(a) and 3(c) of N.J.S.A. In essence, the chronology depicts a host of problems and disagreements that beset the new medical school and the LLC formed to operate it. Dissolution is the only remedy that a Delaware court may grant if carrying on the LLC business according to the operating agreement becomes not reasonably practicable. Del.Code Ann. Finally, Judge Contillo determined that Paulpillai's shares could not be acquired by Chilana post-judgment. Lastly, Silberie assisted students with the immigration process, as the school's Director of Internal Affairs. Moreover, the judge explained in detail his rationale for denying relief to plaintiffs. FN2. 42:2B39, rights of an assignee of a member's limited liability interest). All students are required to obtain malpractice insurance prior to commencement of their clinical rotations. 42:2B24(b)(3)(c), which pertains where a member engaged in conduct relating to the [LLC's] business which makes it not reasonably practicable to carry on the business as a member of the [LLC]. (Emphasis added). Problems Emerging With the Business and the Parties' Relationships. Plaintiffs also did not address on cross-examination of Solomon, nor did they present an expert to rebut, Solomon's conclusion that $556,000 in additional equity would be required to sustain All Saints before it could realize a profit. The context here, involving a financial valuation expert relying upon the input of a company accountant and the company's principals, is fundamentally different. In determining the fair value of Yusuf's ownership interest, the trial court appropriately considered the facts, including the undercapitalization of the school, from which it independently concluded that ASUMA has no proven value. This finding is supported by the lack of any credible evidence that the LLC had positive value as of the valuation date of July 31, 2008.19 Indeed, following trial, Paulpillai sold his interest in ASUMA to Yusuf for a mere $10. at 55. 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. Lifestyle Expenses Oct. 27, 2015) (slip op. See Kuhn v. Tumminelli, 366 N.J.Super. 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. 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. Although the record is murky on the point, it does not appear that the parties stipulated to a voluntary sale of shares in the event of judicial dissociation. Here, after the bank accounts were suspended, neither Yusuf nor Paulpillai complied with Chilina's urgent plea that they help him provide the necessary capital to pay All Saints's monthly expenses. N.J.S.A. He also had discussions with Glueck, Chilana, and Symeonides about All Saints. The email address cannot be subscribed. Id. We denied the motion without prejudice to Yusuf raising the issue on remand to Judge Contillo. Choose a program. Paulpillai did not ordinarily sign checks on the CMB account, from which All Saints initially paid its operating expenses. 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. FN10. Arthur P. Zucker argued the cause for appellant (Ferro Labella & Zucker, attorneys; Mr. Zucker, of counsel and on the brief). Meanwhile, Paulpillai, as Chief Administrative Officer, created the admissions criteria and recruited students. 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. 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. Choose the All Saints University SVG Experience. Hence, if the students' tuition payments were not so applied, additional equity from the members would be needed to cover the expenses. The trial court shall enter an amended judgment within twenty days to reflect our ruling. 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. 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 explicitly rejected other potential approaches to determining value. Lisa Lafond, (St. Lucia) Assistant Registrar of AcademicsMs. 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..FN12. Among other things, Paulpillai and Yusuf objected to ASUMA's offices being located in a building owned by Chilana. . Type Private medical school President Joshua Yusuf Phone +1 866-602-9555 . Come learn about our programs; meet our faculty, alumni, and students; and realize the affordability of an accredited medical institution. Located in the city of Roseau of Dominica, the university has been named the best Caribbean Medical School. All rights reserved. Dipti Sharma, B. Pharm (Jalandhar), Associate Registrar (Clinical Affairs)Mrs. Pritam Shahukar, MSc. Even if, for the sake of discussion, N.J.S.A. PMID: 29853910. In response, CMB froze its account on February 7, 2008. 2425-13, supra, slip op. The charter 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. Yusuf holds a doctorate degree in science. Meanwhile, in February 2010, Paulpillai entered into an agreement conveying his interest in ASUMA to Yusuf for the sum of $10. By continuing to use this website, you consent to the use of cookies in accordance with our Cookie Policy. Chilana. We also note that the parties' respective briefs are inconsistent in their use of the Dr. title for the opposing litigants. 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. Our holding is limited to the facts of this rather unusual case. After obtaining the charter, the three founders of All Saints (Yusuf, Paulpillai, and Silberie) began preparing the school for classroom instruction. High school graduates with a science background are eligible to start with the 4 semester General Science Premedical track phase which fulfils the prerequisite courses required for entry into the Basic Medical Science phase of the Doctor of Medicine program. 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. As for the valuation date used, the court in Denike v. Cupo, 394 N.J.Super. He also challenges the court's conclusion that defendant's actions caused no harm to the LLC or to All Saints. Improvement Auth. 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. A-2425-13 (App. 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. We also do not lose sight of the fact that plaintiffs themselves have an eighty percent interest in another medical school in Dominica. Before Judges Sabatino, Accurso and O'Connor. See also Bartfield v. RMTS Assocs., LLC, 783 N.Y.S.2d 560, 561 (App.Div.2004) (dismissing claims of breach of fiduciary duty brought against members of a New York LLC, who had taken steps to create a competitor company, because there was no proof that they had actually made improper use of the LLC's time or facilities, disseminated confidential information, or usurped the LLC's business opportunities, in favor of the new entity). 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. Upon successful completion of 4 semesters of premedical courses, students are automatically allowed to complete the Basic Medical Science (preclinical) portion of the degree program with their counterparts in the 4-Year MD degree program. Because this matter has such a protracted and complicated history, and we write only for the parties, we eschew a complete retelling of the facts and procedure and relate only so much as is necessary to make comprehensible what has brought us to this point. 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.. We disagree. An authorization to that effect was signed by all the parties except Silberie. Call us now to speak to our Admissions Department. Indemnity/Malpractice Insurance During Clinical Rotations at 47. You're on your way to applying to some of the top accredited Caribbean medical schools. 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. 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. Silberie perceived that the students were being improperly siphoned to Dominica. 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. 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. in Chemistry with a minor . Superior Court of New Jersey, Appellate Division. Joshua Yusuf - All Saints University Dominica Author: Joshua Yusuf This author has written 17 articles > Joshua Yusuf Testimonials Dr. Chiamaka Eneh I want to thank the teachers at All Saints University, who helped in getting me to where I'm at. Interested in having your medical school participate in UMCAS? Live Statistics. All Saints University offers three different medical programs for their students. 42:2B24(b). 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. 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. They have campus in Dominica and St Vincent. Despite their ongoing conflict over check-signing authority on the Smith Barney account, on August 14, 2007, the parties agreed to a new arrangement for the authorized signatures as to the CMB account, which could be any two principals, including the combination of Chilana and Silberie. As a transfer student during the COVID pandemic, ASU smoothed my transition and welcomed me very warmly. In particular, Solomon opined that the parties would need to provide additional equity contributions of $556,000, or the school would fail. Alternatively, they instructed the bank to honor only the checks signed by these four combinations of ASUMA members: (1) Chilana and Yusuf; (2) Chilana and Paulpillai; (3) Silberie and Paulpillai; and (4) Silberie and Yusuf. FN7. [6][7] Dr. Terrence Marcelle is currently the Executive Dean of the university. 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. 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. 6, 18802 (2011). 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. 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