Attended All Saints University School of Medicine ,Dominica. 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. None of the parties objected to this characterization of All Saints for purposes of the valuation. Dr. Yusuf Agamawi, MD is an otolaryngologist in Saint Louis, Missouri. at § 47. 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. (noting that the LLCA applies to an LLC “unless the members agree otherwise in an operating agreement”), certif. Because a dissociated member retains economic rights, judicial dissociation ordered under N.J.S.A. Because of that silence, the LLCA applied to the parties by default. All Saints University medical school has 4 & 5 Year MD programs. Although Solomon relied on income projections prepared by Symeonides, we reject Yusuf's assertion that Solomon could not rely on the same information that a willing buyer or seller would presumably rely on to make such assessments of value. Joshua has 1 job listed on their profile. Undergraduate Harvard University. at 440; Union Cnty. 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. Yusuf subsequently appealed the final judgment to this court. All Saints University School of Medicine - Dominica is committed to providing high quality education in the Caribbean. 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. Sometime in March 2008, Chilana and Silberie applied to the Aruba government for a charter to operate another medical school. At the time, he was twenty months away from obtaining his medical degree. No shareholder(s) can buy out other shareholder(s).”. FN16. 42:2B–24(b) does not mandate a forced sale of a dissociated member's shares. FN1. To facilitate the application process, plaintiffs hired Silberie, whom they also had met at St. James, to establish a link with the Aruba government. 42:2B–24(b)(3) for judicial dissociation of plaintiffs from the LLC. The American University of Barbados, School of Medicine with its campus located in Wildey, Barbados is a popular choice when reviewing options to study medicine in the Caribbean. Medical School: Indiana University School Of Medicine, In (2003) Education: Indiana University School of Medicine (2003) Internship: Internal Medicine, St Vincent's Hospital (2004) Residency: Internal Medicine, St Vincent's Hospital (2006) Fellowship: Infectious Disease, Medical College of Georgia (2008) denied, 172 N.J. 355 (2002), is instructive. On January 4, 2011, the school announced it was changing its name from All Saints University of Medicine to coincide with facility enhancements and to distinguish itself from universities with the same name. We note the adjective “wrongful” is not defined in the statute. Please see our tuition fees. View Joshua Yusuf’s profile on LinkedIn, the world’s largest professional community. The order of final judgment is affirmed, subject to the caveat concerning the sale of plaintiffs' shares discussed in Part III of this opinion. September – December 2020 (Fall) Semester to be conducted ONLINE. 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. But such competition did not occur here. Microsoft Edge. The Jacobs School is part of the University at Buffalo Academic Health Center, one of the most comprehensive academic health centers in the nation. All Saints University School of Medicine, Dominica (ASUSM, Dominica) is recognized by FAIMER and listed in the World Directory of Medical Schools with an ECFMG Sponsor Note stating the graduation years of 2006 – Current. He contends that Solomon's testimony represented improper net opinion, based on inaccurate facts and hearsay supplied by Symeonides, the accountant. Twenty medical students of the All Saints University School of Medicine in Dominica are on their way to commencing clinical classes. After obtaining the charter, the three founders of All Saints (Yusuf, Paulpillai, and Silberie) began preparing the school for classroom instruction. Dominica. He asserts that the valuation comprised an improper net opinion. 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).. FN11. Given this delayed effective date, the change in the statutory scheme has no effect on the issues in the present appeal. Yusuf and Paulpillai were authorized to sign checks on both accounts. 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. Whether or not plaintiffs' conduct concerning the bank accounts was “wrongful” under subsection 3(a), the trial court clearly had a reasonable basis under subsection 3(c) to consider those confrontational actions as indicia that it would not be “reasonably practicable” for the company to “carry on” with plaintiffs continuing as members, in the wake of the school's financial crisis. It was taken out as a precaution so that a medical school could exist if All Saints Aruba ceased to exist as a result of the parties' deadlock, and this litigation. ]” That e-mail apparently was copied to some of the teachers at All Saints. The portion of the Operating Agreement that Yusuf argues that the trial court should have enforced in lieu of N.J.S.A. See Kuhn, supra, 366 N.J.Super. Yusuf” and “Dr. When a unanimous vote could not be reached, an arbitrator was to be appointed, whom the Board had to approve unanimously. 42:1A–40(b) (noting that after a partner is expelled, the surviving partners may waive dissolution and resume carrying on the partnership as if the dissolution had not occurred). 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. Overview. Article. Even so, a decision to tender his shares remains up to Yusuf. By comparison, we review the trial court's determinations on legal issues de novo. Improvement Auth. Dr. Joshua Demke. Budget must be prepared at least six weeks prior to commencement of a new semester. 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 advised that “going forward we will require the signatures of all four partners to effect transactions [. ... Medical School: University Of Louisville School Of Medicine . Ochons Konye. All Saints Case. Having dissociated plaintiffs from the LLC pursuant to the statute, the trial court then attempted to fix an amount representing the fair value of their interests in the LLC. All Saints University School of Medicine - Dominica is committed to providing high quality education. 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. We therefore agree with the trial judge's legal ruling that the Operating Agreement did not provide for an effective waiver of Chilana's right to petition the court under N.J.S.A. Co-plaintiff Paulpillai has not participated in the appeal, nor has co-defendant Silberie.. FN2. FN18. Dr. Joshua B. Berg is an infectious disease specialist in Fort Worth, Texas and is affiliated with multiple hospitals in the area. FN13. 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. On January 14, 2010, Chilana petitioned the Court of First Instance in Aruba to remove Yusuf and Paulpillai from the Board, relying on the Chancery judge's decision in this case. FN5. 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. 6, § 18–802 (2011). FN6. At trial, the parties disputed whether the agreement was an LLC “operating agreement” under N.J.S.A. 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. Pomerantz Paper Co. v. New Cmty. This site is protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply. Although we conceivably could remand these findings to the trial court for a more specific statement of reasons pursuant to Rule 1:7–4, such a remand is unnecessary because those findings of plaintiff's inadequate document production are not essential to the subsection 3(c) analysis. However, on appeal, the parties do not challenge the trial court's finding that the agreement qualified as such under that statute. On September 11, 2008, the court entered another consent order expanding Glueck's authority as interim chief operating officer, which specifically outlined his responsibilities. 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. 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: . 42:2B–24. 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–39. Yusuf initially served as the school's Chief Academic Officer. Onwosi, Ikechukwu Destiny. Yusuf holds a doctorate degree in science. Dominica. 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. 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. In a nutshell—. He has been in practice between 11-20 years. 42:2B–44. The context here, involving a financial valuation expert relying upon the input of a company accountant and the company's principals, is fundamentally different. Chilana.” We also note that the parties' respective briefs are inconsistent in their use of the “Dr.” title for the opposing litigants. 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. 42:2B–1 to –70. 42:2B–44 while being dissociated from the entity's management and operations. As for the valuation date used, the court in Denike v. Cupo, 394 N.J.Super. The value was determined as of June 31, 2008, because the parties had stipulated to that date. 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. All Saints University College of Medicine, St. Vincent and the Grenadines offers 5-Year and 4-Year MD Degree programs. Joshua has 1 job listed on their profile. The trial judge was entitled to consider that opinion as competent proof. 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 [. ]” (Emphasis added). 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 Medicine, Aruba, and entered judgment for Chilana on the derivative count of his counterclaim. Shortly before trial, on September 4, 2009, Silberie agreed to sell his interest in ASUMA to Chilana for the nominal consideration of one dollar. Yusuf points out that under the New Jersey statutes governing corporations, it is improper for a court to order majority shareholders to sell their interests to the minority shareholders except in egregious circumstances. He also had discussions with Glueck, Chilana, and Symeonides about All Saints. 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. 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. Hometown Ocean Springs, Miss. 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. All Information is kept confidential and secure. 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. We also must accord substantial deference to the chancery judge's “feel for the case,” given the months of pretrial oversight he repeatedly devoted to the matter and his first-hand sense of the trial testimony. denied, 143 N.J. 328 (1996). Id. Plaintiffs did not agree. 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). Chilana testified that, as of the time of trial, he had not been reimbursed for his emergency cash infusion. They've had plenty of opportunities to show otherwise. They listed the foundation with the Aruba Chamber of Commerce, as a precondition for the charter to be issued. Problems Emerging With the Business and the Parties' Relationships. 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. We disagree. Publications & Presentations. 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. Glueck, meanwhile, testified that the financial condition of All Saints was “tenuous,” and that its operations were “extremely difficult.”. 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