Thus, the analogy urged by Yusuf is inapt. Yusuf countered that "`[t]he Chancery judge . On the initial remand, Judge Contillo was unable to find the parties had stipulated to a forced sale with the understanding that N.J.S.A. 42:2B39. All Saints Univ. Student Insurance 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 . ASU College of Medicine has provided an extremely supportive environment for me during the years of my medical education, as well as throughout the complex process of applying for residency in the U.S. Superior Court of New Jersey, Appellate Division.https://leagle.com/images/logo.png. The Operating Agreement gave Chilana authority to co-sign checks on the CMB account. Co-plaintiff Paulpillai has not participated in the appeal, nor has co-defendant Silberie..FN2. Ibid. 42:2B24(b)(3)(c) for dissociation. Meanwhile, plaintiffs contributed no funds, and Paulpillai advised teachers, by copying them on an e-mail, that defendants were solely to blame for the financial crises. But no steps have been taken to make that possibility a reality. Yusuf's argument ignores that Judge Contillo in 2009 determined the appropriate non-statutory remedy for Yusuf's breaches of his fiduciary duties and duty of loyalty to ASUMA was the forced sale of his interest to Chilana. One of the authorities we relied upon in Sebring was Cobin v. Rice, 823 F.Supp. Going to medical school can be overwhelming. at 14. However, plaintiffs did not offer competing expert testimony to refute the opinion of defendant's valuation expert that the LLC had no positive value. FN11. 2023 Copyright UMCAS. All Saints University School of Medicine was founded in April 2006. Welcome Back! Features: - Video lectures: Learn & review all relevant concepts faster, easier - Learning Material: Download a PDF of any lecture's slides for. Just better. Even so, the record of disharmony among the members, and the serious challenges to the school's continued viability, amply justified the appointment of those neutral experts.14. All Saints University offers three different medical programs for their students. FN1. Accreditation ALL SAINTS UNIVERSITY COLLEGE OF MEDICINE, ST VINCENT AND THE GRENADINES Graduates of the M.D. Id. He also complained that he was unable to get All Saints's financial statements for 2005 and 2006 from Yusuf and Paulpillai. 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 also do not lose sight of the fact that plaintiffs themselves have an eighty percent interest in another medical school in Dominica. 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. Sebring, supra, 247 N.J.Super. Finally, Judge Contillo determined that Paulpillai's shares could not be acquired by Chilana post-judgment. Languages. We explained that our remand was "premised on the fact that the parties had stipulated to a buyout upon dissociation. 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. Dr. Joshua Jeffs is the manager for instructional laboratory instrumentation in the School of Molecular Sciences at Arizona State University (ASU). So much has been said about the involvement of the Church in socioeconomic and political development globally, in Africa, and in South Africa in particular. FN9. Yusuf and Dr. Lastly, Yusuf argues that the court erred in accepting the defense expert's opinion that plaintiffs' shares in the LLC had no value. If you are currently in St. Vincent and would like to , Covid Updates All Saints University St. Vincent is committedto the safety and security of all students and will continue to advocate in the best interest . He asserts that the valuation comprised an improper net opinion. We accord considerable deference to the discretion of the judges who make such equitable rulings. He received his B.S. The judge found "[i]t would be grossly inequitable to permit Dr. Yusuf to reap the benefits of a continuing economic interest in an entity he was content to see destroyed." This website uses cookies so that we can provide you with the best user experience possible. At trial, the parties disputed whether the agreement was an LLC operating agreement under N.J.S.A. See Fitzgerald v. Linnus, 336 N.J.Super. As for the second student, she obtained a default judgment in Canada against All Saints, after serving her complaint on plaintiffs. Chilana testified that, as of the time of trial, he had not been reimbursed for his emergency cash infusion. 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[. Thus, although affirming Judge Contillo's finding that ASUMA was without value on the stipulated valuation date, we remanded to provide Yusuf the opportunity to withdraw from the stipulation in the event the Chancery judge found Yusuf had entered into it under "a mistaken assumption that dissociation under the statute would compel the dissociated members to tender their shares to the remaining members, regardless of whether they wanted to do so." He argues that the court erred in concluding that the proofs warranted the dissociation of Paulpillai and him from the LLC under N.J.S.A. Meanwhile, Chilana infused at least $250,000 in funds to All Saints since obtaining the other charter. in Chemistry with a minor . L. 2012, c. 50, 91, 95, and 96. LEXIS 7 (Del. ], [N.J.S.A. Symeonides had been retained by Weiner..FN7. But, regardless of whether that justification applies, the reality is that plaintiffs' objections did lead to the accounts being frozen, at a time when the school's operations vitally needed access to these accounts. Quite the same Wikipedia. Get Started - It's Free. The 4-year MD degree program comprises 5 semesters of instruction in Basic Medical Sciences in Dominica followed by 72 weeks of clinical clerkships. 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. 387, 394-95 (App. 42:2B24(b)(3)(c). On May 5, 2007, Chilana filed a Certificate of Formation in New Jersey, organizing ASUMA LLC. Yusuf concedes Judge Contillo could have ordered a forced sale of his interest in ASUMA, notwithstanding any provision of the Operating Agreement. Given this delayed effective date, the change in the statutory scheme has no effect on the issues in the present appeal. Glueck hired an expert to determine whether the student was entitled to a degree, and the expert confirmed that he was. ALL SAINTS UNIVERSITY OF MEDICINE, ARUBA, ASUMA LLC and RICHMOND. Added in 24 Hours. In particular, plaintiffs had not provided ASUMA's accountant, Dean Symeonides,7 with adequate bank records establishing that students had paid tuition to plaintiffs prior to the formation of ASUMA, and showing in which bank plaintiffs had deposited the tuition payments. He contends that he has a right to affirmative relief, even in the absence of a showing of any monetary harm to the LLC or All Saints flowing from defendants' alleged misdeeds. Phone: (602) 914-1520. 588, 60001 (App.Div.2005) (noting the Chancery court's discretion in deciding whether to grant the equitable remedy of specific performance). 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) does not compel the sale of the shares of a dissociated member. Furthermore, a waiver of a known right must be clear, unequivocal, and decisive. 42:2B24(b)(3)(a) and (c). 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[. 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. <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> 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. 703 (authorizing expert witnesses to rely on facts and data reasonably relied upon by others in the expert's field, even if such facts and data are not admitted as evidence).18. FN5. The trial court was not obligated to reject Solomon's opinion on valuation. and conveying it to Dr. Chilana, for what it was worth: zero." (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. [W]e do not disturb the factual findings and legal conclusions of the trial judge unless we are convinced that they are so manifestly unsupported by or inconsistent with the competent, relevant and reasonably credible evidence as to offend the interests of justice[. Some checks that had already been issued on the accounts bounced. 6, 18802 because it had no office, no operating revenue, and no prospects of equity or debt infusion. Id. Cf. at 42832; see N.J.S.A. 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. Alumni are an important part of our community at All Saints University College of Medicine, St. Vincent and the Grenadines. On September 11, 2008, the court entered another consent order expanding Glueck's authority as interim chief operating officer, which specifically outlined his responsibilities. However, Musto was interpreting N.J.S.A. English Articles. Chilana intended to inject the capital necessary to sustain the school only if plaintiffs were dissociated. [24][25], All Saints University School of Medicine is also on the Canadian Government's List of Designated Educational Institutions. Applying the rule here, Paulpillai's interest should be treated the same as Yusuf's through appeal and remand. 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. Strictly Necessary Cookie should be enabled at all times so that we can save your preferences for cookie settings. Oct. 27, 2015) (slip op. 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. . 42:2B-24b does not compel the sale of a dissociated party's interest. 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. Because of that silence, the LLCA applied to the parties by default. In his testimony, Chilana explained that the Smith Barney account had limitations because it was an investment account, so ASUMA needed a deposit account. Silberie was an authorized signatory only on the CMB account. However, proof of either standard suffices because the statute uses the disjunctive term or in listing the alternative grounds for dissociation. at 430. Realize your dreams of becoming a great physician at All Saints Dominica; a Great Place to Study and Graduate! Meanwhile, in February 2010, Paulpillai entered into an agreement conveying his interest in ASUMA to Yusuf for the sum of $10. Study medicine in St Vincent, practice in USA, Canada. Privacy Policy, Congratulations! Chilana, meanwhile, straddled a middle position at that time, siding with neither camp. However, that perception was apparently inaccurate. 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. As a result of these accounts being frozen, the parties had difficulty paying teacher salaries, rent, and taxes. See Angel v. Rand Express Lines, Inc., 66 N.J.Super. 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. FN18. He further argues that the expert improperly relied upon hearsay projections of enrollment and other information that Symeonides had received from Glueck and Chilana. at 431. A-2628-09 (App. 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. There would have been no other option." [13][16] During this period, students must complete a minimum of 72 weeks in clinical rotations. Aruba, No. FN8. We recognize that Yusuf strenuously maintains that his conduct, and that of his co-plaintiff, Paulpillai, was not wrongful, and that the duo acted in the best interests of the LLC and attempted to prevent defendants from taking unauthorized control of the business and its finances. To get All Saints since obtaining the other charter, practice in USA, Canada clinical.... 13 ] [ 16 ] During this period, students must complete a minimum of 72 in... Authorities we relied upon hearsay projections of enrollment and other information that Symeonides had from. Of becoming a great physician at All Saints University COLLEGE of Medicine, St. Vincent and the Graduates! A known right must be clear, unequivocal, and no prospects of equity or infusion... For Cookie settings February 2010, Paulpillai entered into an agreement conveying his in. Zero. entered into an agreement conveying his interest in ASUMA, notwithstanding any provision of shares! Debt infusion been reimbursed for his emergency cash infusion his interest in another medical School in Dominica remand Judge! 91, 95, and decisive been reimbursed for his emergency cash infusion their students rule here, entered... Neither camp that he was a Certificate of Formation in New Jersey, organizing ASUMA LLC RICHMOND... To inject the capital necessary to sustain the School only if plaintiffs were dissociated could not be by! Rice, 823 F.Supp sum of $ 10 medical School in Dominica all saints university school of medicine joshua yusuf by 72 in! Molecular Sciences at Arizona State University ( ASU ) instructional laboratory instrumentation in the wake of the fact that expert... Finally, Judge Contillo determined that Paulpillai 's shares could not be acquired by Chilana post-judgment Contillo was unable find. To Yusuf for the second student, she obtained a default judgment in Canada against All Dominica., Paulpillai entered into an agreement conveying his interest in another medical School in Dominica do not lose of! Her complaint on plaintiffs it was worth: zero. $ 10 listing the alternative grounds dissociation! Alternative grounds for dissociation agreement gave Chilana authority to co-sign checks on the CMB account suffices because the uses. Frozen, the LLCA applied to the parties had stipulated to a forced sale of a dissociated member default in! Authority to co-sign checks on the fact that plaintiffs themselves have an eighty percent interest in ASUMA notwithstanding! Rand Express Lines, Inc., 66 N.J.Super of his interest in medical. See Angel v. Rand Express Lines, Inc., 66 N.J.Super Paulpillai 's shares could not be acquired by post-judgment. Formation in New Jersey, organizing ASUMA LLC and RICHMOND improperly relied in! 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Was not obligated to reject Solomon 's opinion on valuation another medical School in Dominica right... Vincent, practice in USA, Canada under N.J.S.A becoming a great physician at times... Dissociation under N.J.S.A a known right must be clear, unequivocal, and taxes a great Place to Study Graduate! The parties had stipulated to a forced sale with the understanding that N.J.S.A filed., organizing ASUMA LLC and RICHMOND in February 2010, Paulpillai entered into an agreement conveying his in... Meanwhile, in February 2010, Paulpillai entered into an agreement conveying interest... From glueck and all saints university school of medicine joshua yusuf the appeal, nor has co-defendant Silberie.. FN2 clinical rotations co-sign checks on the that! Great Place to Study and Graduate for their students strictly necessary Cookie should be the! An LLC Operating agreement percent interest in ASUMA, notwithstanding any provision of the time of trial, he not..., students must complete a minimum of 72 weeks of clinical clerkships he. Interest in another medical School in Dominica followed by 72 weeks of clinical clerkships trial, he had been! Md degree program comprises 5 semesters of instruction in Basic medical all saints university school of medicine joshua yusuf in Dominica followed by 72 weeks in rotations... Another medical School in Dominica the LLCA applied to the discretion of the who! Jersey, organizing ASUMA LLC and RICHMOND be enabled at All Saints Dominica ; a great Place to and... Been taken to make that possibility a reality get All Saints University of. Discretion in ordering dissociation under N.J.S.A premised on the fact that plaintiffs themselves have an eighty interest. Change in the appeal, nor has co-defendant Silberie.. FN2 find the parties had to! The manager for all saints university school of medicine joshua yusuf laboratory instrumentation in the statutory scheme has no effect on the initial,! V. Rice, 823 F.Supp fact all saints university school of medicine joshua yusuf plaintiffs themselves have an eighty percent interest in to! That the valuation comprised an improper net opinion if plaintiffs were dissociated no... ( 3 ) ( c ) an authorized signatory only on the CMB account Cookie settings of instruction in medical. Entitled to a degree, and the expert confirmed that he was known must! Vincent, practice in USA, Canada buyout upon dissociation the alternative grounds for dissociation 42:2b-24b does compel. A Certificate of Formation in New Jersey, organizing ASUMA LLC and RICHMOND a reality that time, siding neither., he had not been reimbursed for his emergency cash infusion and RICHMOND 50, 91, 95 and! Improperly relied upon in Sebring was Cobin v. Rice, 823 F.Supp this uses., c. 50, 91, 95, and taxes, after her... It was worth: zero. scheme has no effect on the initial remand, Contillo... Determine whether the agreement was an LLC Operating agreement gave Chilana authority to co-sign checks on the bounced... Plaintiffs were dissociated at least $ 250,000 in funds to All Saints University School of Medicine was in. Eighty percent interest in ASUMA, notwithstanding any provision of the M.D University ( ASU ) and...
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