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. He concluded that the LLC had no positive value as of July 31, 2008, the stipulated date of valuation. ]”  N.J.S.A. Silberie, meanwhile, complained that some students from All Saints had transferred to a Dominican medical school, known as “All Saints University of Medicine, Dominica,” in which Paulpillai and Yusuf owned a combined eighty-percent interest. L. 2012, c. 50, §§ 91, 95, and 96. 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 Indeed, following trial, Paulpillai sold his interest in ASUMA to Yusuf for a mere $10. 42:1–32(1)(d), which has been repealed, but nevertheless bore some similarities to the LLCA. 42:2B–24(b)(3)(a) and N.J.S.A. Given these significant differences in the applicable statutory tests, we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). 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). We recognize that the parties hotly dispute the wrongfulness of plaintiffs' actions as to the bank accounts. Chilana.”   We also note that the parties' respective briefs are inconsistent in their use of the “Dr.” title for the opposing litigants..  FN1. The court appointed Richard H. Weiner, an attorney, as Special Fiscal Agent for the LLC. In reaching this holding, we indicated in Sebring that, even absent a proven breach of the partnership agreement, the failure by a partner to contribute capital may satisfy the “not reasonably practicable” standard expressed in N.J.S.A. Problems Emerging With the Business and the Parties' Relationships. In that capacity, he hired the faculty and designed a four-year curriculum for the M.D. 42:2B–24(b)(3)(a), which pertains where a member engaged in “wrongful conduct that adversely and materially affected the [LLC's] business;” and second, N.J.S.A. September – December 2020 (Fall) Semester to be conducted ONLINE. 588, 600–01 (App.Div.2005) (noting the Chancery court's discretion in deciding whether to grant the equitable remedy of specific performance). President of the All Saints, Dr Joshua Yusuf, made the disclosure at a cheque presentation and discourse with the Prime Minister of the Commonwealth of Dominica, Hon. at § 47. The Articles required the Treasurer to “conduct [ ]” the “financial management” of All Saints. 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. All Saints University Faculty take pleasure in providing quality education to their students along with one-on-one attention to students. ], [N.J.S.A. Certifications & Licensure. But such competition did not occur here. 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. Irene Nwangele. In this regard, Sebring Associates v. Coyle, 347 N.J.Super. In response, CMB froze its account on February 7, 2008. In his testimony, Chilana explained that the Smith Barney account had limitations because it was an investment account, so ASUMA needed a deposit account. ALL SAINTS UNIVERSITY OF MEDICINE ARUBA;  ASUMA LLC;  and RICHMOND PAULPILLAI, Plaintiffs, JOSHUA YUSUF, Plaintiff–Appellant, v. GURMIT SINGH CHILANA, Defendant–Respondent, PETER SILBERIE, Defendant. 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. Chilana and Silberie established the Aruba University of Medicine Foundation. - all saints university school of medicine, dominica. Yusuf also takes issue with the trial court's finding that he and Paulpillai caused a deadlock that led Smith Barney and CMB to freeze the LLC's accounts. L. 2012, c. 50, §§ 91, 95, and 96. We also do not lose sight of the fact that plaintiffs themselves have an eighty percent interest in another medical school in Dominica. 12, 31 (App.Div.1961) (same), certif. Instead, we shall confine our attention to the separate but equally dispositive question of whether plaintiffs' conduct was of a nature that makes it “not reasonably practicable to carry on the business” of ASUMA with them remaining in the LLC as members. Vice president at Student Union Government of All Saints University of Medicine St Vincent and the Grenadines ... House officer at RSUTH Graduate of All Saints University School of Medicine St Vincent and the Grenadines. Although the term “shall” usually conveys a mandatory sense, we recognize that it sometimes is meant to have a non-mandatory meaning. All Saints University holds information seminars throughout the world. Chilana also gave Paulpillai, Silberie, and Yusuf a password to view the Smith Barney account online. Thus, the analogy urged by Yusuf is inapt. Sebring, supra, 847 N.J.Super. He questioned Glueck about whether, if fifty-five students and twenty clinical students paid tuition, and the litigation fees, such as Weiner's fee and his fee, were subtracted from the cost of operation, the school's annual profit hypothetically would be $580,220. As N.J.S.A. Dr. Joshua Demke. However, on appeal, the parties do not challenge the trial court's finding that the agreement qualified as such under that statute..  FN3. FN8. At the outset, MEERC received the tuition from these students, which was deposited into an account in Canada (the “MEERC account”), and then wired to the CMB account in Aruba. 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. 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. By comparison, we review the trial court's determinations on legal issues de novo. Rather, the parties and trial judge seem to have proceeded under the assumption that dissociation automatically constitutes a loss of economic rights in addition to a loss of managerial rights. At trial, the parties disputed whether the agreement was an LLC “operating agreement” under N.J.S.A. No shareholder(s) can buy out other shareholder(s).”. ]” As a result, the parties had the same percentage interests in ASUMA as they did in All Saints. Id. 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..  FN8. All Saints University College of Medicine, Saint Vincent and the Grenadines, is recognized by the World Health Organization. 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[. denied, 180 N.J. 354 (2004). in englischer Sprache: St George’s, University of London (SGUL)) ist eine Medizinische Fakultät der Universität London.. 42:2B–24(b)(3)(c).11. When a unanimous vote could not be reached, an arbitrator was to be appointed, whom the Board had to approve unanimously. FN14. 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. On the same date the parties executed the Operating Agreement, they also signed paperwork opening an account for ASUMA at Smith Barney (the “Smith Barney account”). 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. at 430. He has acted consistent with his fiduciary obligations both in his dealings with the other members, the students, and the Aruban government, and the administration and faculty of the medical school. Lastly, Yusuf argues that the court erred in accepting the defense expert's opinion that plaintiffs' shares in the LLC had no value. Budget must be prepared at least six weeks prior to commencement of a new semester. 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. 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. 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). This site is protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply. Solomon testified that Symeonides provided him with “adequate backup” for the numbers used. 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. At trial, Weiner (the fiscal agent) and Glueck (the chief operating officer) each testified about the host of management and financial problems persisting at All Saints. 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. Twenty medical students of the All Saints University School of Medicine in Dominica are on their way to commencing clinical classes. 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. Given this delayed effective date, the change in the statutory scheme has no effect on the issues in the present appeal. Solomon analyzed those projections, and deduced that ASUMA would operate at a loss until 2013, assuming, however, that the parties would continue to make equity contributions. Dr. Demke completed his medical school education at Texas Tech University Health Sciences Center in 2003, and went on to complete his Surgical Residency in Otolaryngology/Head and Neck Surgery at UNC Chapel Hill, North Carolina in 2008. Credit Union, 199 N.J. 381, 397 (2009). As for the valuation date used, the court in Denike v. Cupo, 394 N.J.Super. FN1. 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. Even so, a decision to tender his shares remains up to Yusuf. By certification dated November 24, 2008, Glueck confirmed that All Saints was in poor financial condition. The Formation of the Medical School in Aruba. Cf. 431, 440 (App.Div.) 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. 42:2B–24. The judge concluded that plaintiffs' conduct satisfied the separate criteria of both N.J.S.A. 328, 342 (App.Div.1999). Internet Explorer 11 is no longer supported. Prophet TB Joshua of the Synagogue Church of All Nation (SCOAN) has recently spoken about his family to newsmen, talking about his wife and daughters. However, on appeal, the parties do not challenge the trial court's finding that the agreement qualified as such under that statute. In particular, Yusuf argues that defendants breached their fiduciary duties in several respects. In particular, the court concluded, as to subsection 3(a), that plaintiffs had engaged in wrongful conduct that adversely and materially affected the LLC's business. Meanwhile, in the paperwork submitted to Smith Barney, Chilana and Yusuf were designated as ASUMA's “managing members.”. The Board also had the express authority to “grant others one or more of its powers, provided this is clearly described.”. He further contends that the trial judge abused his discretion here in ordering dissociation. The court's findings of fact are “binding on appeal when supported by adequate, substantial, credible evidence.”  Cesare v. Cesare, 154 N.J. 394, 411–12 (1998);  see also Brunson v. Affinity Fed. 42:2B–66(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.”. “An effective waiver requires a party to have full knowledge of his [or her] legal rights and intent to surrender those rights.”  Knorr v. Smeal, 178 N.J. 169, 177 (2003). Yusuf testified that Chilana's position on the Board did not give him the same authority as the three founding members. All Saints faculty are all highly experienced, knowledgeable and committed professors who retain an MD or Ph.D. or both degrees. at 431. To the contrary, Solomon explained at length the “whys and wherefores” underlying his ultimate opinion that All Saints and ASUMA had no positive value. He also changed the online method for students to pay their semester tuition to All Saints from PayPal to Google, because the Google system was substantially cheaper. 235, 237–38 (Sup.Ct.1888), aff'd, 52 N.J.L. Ch.2009), aff'd o.b., 984 A.2d 124 (Del.2009), the court dissolved an LLC applying this provision under Del.Code Ann. 6, § 18–802 because it had “no office, no operating revenue, and no prospects of equity or debt infusion.”  Id. 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. 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. The Legislature very recently passed comprehensive new legislation concerning New Jersey's LLCs, L. 2012, c. 50. The Delaware Court of Chancery, interpreting the standard of “not reasonably practicable” within the Delaware LLC statute, has reached a comparable conclusion. Firefox, or In January 2005, All Saints became operational, with an initial class of seventeen students. 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. 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. Ibid. Chilana.”   We also note that the parties' respective briefs are inconsistent in their use of the “Dr.” title for the opposing litigants. 42:2B–44 while being dissociated from the entity's management and operations. Emeka Obiodunukwe. Pursuant to the Articles, the decisions of the Board of All Saints required unanimous action by all three founders. 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. Ch. Die Medizinische Fakultät St George’s (voller Name: St George’s, Universität London bzw. Kaplan University has been acquired by Purdue University, creating Purdue University Global, a new public university with more than 180 online programs.Purdue Global makes it possible for adult students to achieve a high-quality education from the respected Purdue University system. FN2. The immigration problems evidently persisted, but some protocols were apparently in place as of the time of the trial in the fall of 2009. 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. Begin typing to search, use arrow keys to navigate, use enter to select. Ochons Konye. 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. 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. To the contrary, Chilana testified that Smith Barney never agreed to accept less than all four parties' unanimous approval of transactions. Id. Among other things, Paulpillai and Yusuf objected to ASUMA's offices being located in a building owned by Chilana. 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. None of the parties objected to this characterization of All Saints for purposes of the valuation. Given the murky genesis of that stipulation, it is possible that the parties may have entered into it with 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. Id. President of the All Saints University, Dr. Joshua Yusuf, congratulated the students on their achievements. Chilana established ASUMA's office in the basement of the building of his New Jersey medical practice. Learn more about our admissions process, dual degree programs and concentrations. 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. On appeal, Yusuf fundamentally contests the trial court's denial of relief to him and Paulpillai and its grant of relief instead to defendants. 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. To facilitate the application process, plaintiffs hired Silberie, whom they also had met at St. James, to establish a link with the Aruba government. Improvement Auth. 42:2B–39 to resign as a member of the LLC and to receive within a reasonable time “the fair value of his [LLC] interests as of the date of resignation[. 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 all started with 28 new students in April 2006. “Our sister institution located in St. Vincent and the Grenadines is American University of St. Vincent“. It advised that “going forward we will require the signatures of all four partners to effect transactions [. Absenteeism from school and work as well as general discomfort are some of its adverse effects. The enforceability of this agreement is unclear. In addition, Yusuf argues that the trial court should not have excused defendants for signing checks in violation of the Operating Agreement and for obtaining a charter for a third medical school in Aruba. All Saints University School of Medicine - Dominica is committed to providing high quality education. 42:2B–24(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 tuition payments transferred electronically into the Citibank account through Google's payment service. In response, All Saints collaborated with a member of the Aruba parliament, at the direction of the Prime Minister, to establish protocols that would allow its students to remain in Aruba while the government processed their permit applications. Solomon explicitly rejected other potential approaches to determining value. But no steps have been taken to make that possibility a reality. 42:2B–39. The All Saints University School of Medicine reassured the Government and People of Dominica that they will be returning to the island by May 2018. 42:2B–24 uses the key term “shall,” in providing that “[a] member shall be dissociated from [an LLC] upon the occurrence of any of the following [specified] events[. The context here, involving a financial valuation expert relying upon the input of a company accountant and the company's principals, is fundamentally different. The portion of the Operating Agreement that Yusuf argues that the trial court should have enforced in lieu of N.J.S.A. 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. FN10. We therefore sustain the trial judge's denial of relief to plaintiffs on their affirmative claims. 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. University students can enter Basic Sciences. FN15. View Joshua Yusuf’s profile on LinkedIn, the world’s largest professional community. 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. Onwosi, Ikechukwu Destiny. AUB offers a comprehensive medical curriculum and quality education to its students. at 431–32. 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. While the deadlock persisted, the teachers and staff nearly quit, after threatening to expose the parties to potential liability under Aruba labor laws. 42:2B–24(b)(3), which provides that a member of an LLC is to be dissociated from the company, upon judicial expulsion, for one of three reasons: (a) the member engaged in wrongful conduct that adversely and materially affected the limited liability company's business; (b) the member willfully or persistently committed a material breach of the operating agreement;  or, (c) the member engaged in conduct relating to the limited liability company business which makes it not reasonably practicable to carry on the business with the member as a member of the limited liability company [. 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. By comparison, subsection 3(c) has a prospective orientation, examining whether, looking forward, the member's conduct “makes it not reasonably practicable to carry on the business” with that member. The current campus was completed in 2012 and contains 8 lecture halls. We note that the new statute uses similar, but not identical, provisions as the LLCA concerning dissociation by judicial order. 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. FN16. That tribunal credited the Chancery judge's findings, and held that those findings established under Aruba law that plaintiffs had engaged in the “(financial) mismanagement” of All Saints, which justified their removal from the Board. If this is an emergency, call 911 or go to your nearest emergency department.. For your safety, please select a MyChart video visit on demand or call our MyCare Advice Line at 844-262-1949 before scheduling if: . Yusuf initially served as the school's Chief Academic Officer. At the time, he was twenty months away from obtaining his medical degree. 42:2B–24(b)(3) for judicial dissociation of plaintiffs from the LLC. Chilana testified that, as of the time of trial, he had not been reimbursed for his emergency cash infusion. Dr. Yusuf Agamawi, MD is an otolaryngologist in Saint Louis, Missouri. Nor do principles of waiver support Yusuf's legal position. 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. To pursue that objective, Yusuf suspended his medical education. Joshua Yusuf is the Director and President of the academy. Although plaintiffs initially had sought dissociation of defendants from the LLC, Yusuf has not sought such a remedy on appeal..  FN15. Llc or to All Saints for purposes of the LLC had no positive value as of July 31 2008! Detail his rationale for denying relief to plaintiffs on their affirmative claims more. Stake, for $ 500,000 sale of a new investor Ste 210 Milwaukee WI!: First, N.J.S.A grant others one or more of its partners under another statute, N.J.S.A 15! Determining value, there is no provision in the country ordering plaintiffs ' inclusion of revenue from students... Vote could not be used to pay the business 's current expenses appeal. Have previously noted in its opinion that the trial court 's final judgment ordering such a potential solution was given. Of ASUMA of completeness of becoming medical doctors member of ASUMA and All Saints unity secondary school, ekiti... Site is protected by reCAPTCHA and the Chancery litigation sign checks on both accounts 169 2011. 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