FN3. 431, 440 (App.Div.) 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month following the enactment), the current LLC law (L. 1993, c. 210, and its 1997 and 2003 amendments) will be repealed, and the RULLCA will then be effective as to all LLCs. 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. 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. The Delaware Court of Chancery, interpreting the standard of “not reasonably practicable” within the Delaware LLC statute, has reached a comparable conclusion. 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. denied, 180 N.J. 354 (2004). After obtaining the charter, the three founders of All Saints (Yusuf, Paulpillai, and Silberie) began preparing the school for classroom instruction. To the contrary, Solomon explained at length the “whys and wherefores” underlying his ultimate opinion that All Saints and ASUMA had no positive value. Yusuf rightly points out that the ongoing costs of the court-appointed fiscal agent, Weiner, and the interim chief operating officer, Glueck, were significant expenses that added to the financial strain on the school and the LLC. An authorization to that effect was signed by all the parties except Silberie. 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. Our holding is limited to the facts of this rather unusual case..  FN13. 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. 42:1–32(a)(d). Yusuf” and “Dr. Ramona McDowall Teacher at MOE St Vincent and the Grenadines. Because of that silence, the LLCA applied to the parties by default. Although Yusuf and Chilana have professional degrees, we refrain, solely for stylistic reasons and without any disrespect, from referring to them as “Dr. Natalie A. Derise, M.D. All Saints University School of Medicine - Dominica is committed to providing high quality education in the Caribbean. In September or October 2005, the enforcement branch of the Aruba immigration department entered All Saints with armed officials and detained several of its students. 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. Id. 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. 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. We recognize that the parties hotly dispute the wrongfulness of plaintiffs' actions as to the bank accounts. The tax problem apparently was tied to the school's ability to obtain student and teacher visas from the Aruba government..  FN5. Following the trial, the court issued a written decision on December 23, 2009. 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. The court appointed Richard H. Weiner, an attorney, as Special Fiscal Agent for the LLC. The judge also concluded, based upon the unrebutted testimony of defendants' financial expert, that plaintiffs' shares in the LLC had no value. 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. 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. Yusuf testified that he was attempting to compromise by permitting Silberie to sign checks, but prevent him from signing with Chilana. 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 trial, the parties disputed whether the agreement was an LLC “operating agreement” under N.J.S.A. WSUSOM traces its roots through four predecessor institutions since its founding in 1868. Finally, the claims that Chilana misappropriated corporate funds or things of value must be dismissed for lack of any credible facts in the record to support the allegations. Such assignees are entitled to receive distributions and “allocation of income, gain, loss, deduction, or credit[. Weiner testified that All Saints could not continue as a viable entity, or it would be “extremely difficult” to do so, if plaintiffs and defendants continued to operate ASUMA and All Saints collectively, given the parties' divisive conduct. Preventive Medicine, Epidemiology and Public Health. Meanwhile, in the paperwork submitted to Smith Barney, Chilana and Yusuf were designated as ASUMA's “managing members.”. Yusuf” and “Dr. 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 wording of the statute clearly reflects that the triggering conduct that authorizes dissociation under subsection 3(c) is less stringent than that required under subsection 3(a). Onwosi, Ikechukwu Destiny. Credit Union, 199 N.J. 381, 397 (2009). Yusuf has not established that any alleged waiver of the LLCA's dissociation provisions was clear and unequivocal. Here, plaintiffs offered no competing expert to take part in the proverbial battle of experts. 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. 22K likes. FN7. Begin typing to search, use arrow keys to navigate, use enter to select. FN15. On appeal, Yusuf fundamentally contests the trial court's denial of relief to him and Paulpillai and its grant of relief instead to defendants. See Pheasant Bridge Corp. v. Twp. They've had plenty of opportunities to show otherwise. Find contact's direct phone number, email address, work history, and more. On May 5, 2007, Chilana filed a Certificate of Formation in New Jersey, organizing ASUMA LLC. Id. 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. Despite the gravity of this problem, Yusuf and Paulpillai essentially pointed fingers at Chilana, and sought to position themselves as blameless in the eyes of the teachers. Learn more about FindLaw’s newsletters, including our terms of use and privacy policy. degree program. tit. Internet Explorer 11 is no longer supported. Initially, Yusuf was the school's Secretary, Paulpillai the Treasurer, and Silberie the Chairman. All Saints University St. Vincent & the Grenadines All saint University Profile Mission Statement and commitment All Saints faculty is comprised of experienced and committed professors who are not only extremely knowledgeable, but possess excellent teaching skills as well. Yusuf initially served as the school's Chief Academic Officer. 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. of W. Windsor v. Nierenberg, 150 N.J. 111, 132–33 (1997);  Caldwell v. Haynes, 136 N.J. 422, 432 (1994). Weiner, in turn, appointed Theodore Glueck, an executive, as the interim chief operating officer of All Saints and the LLC. He was a student and faculty member teaching biochemistry at St. James School of Medicine in the Dutch Antilles, where he met Paulpillai, an admissions administrator there. The tuition payments transferred electronically into the Citibank account through Google's payment service. Although Glueck agreed with that arithmetic, he disagreed with plaintiffs' inclusion of revenue from fifteen students who were scheduled to graduate soon. He admonished the white coat recipients to persevere to achieve their ultimate goals of becoming medical doctors. ]”  N.J.S.A. Sebring involved the dissolution of a partnership and dissociation of one of its partners under another statute, N.J.S.A. 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. That's the finding. Yusuf holds a doctorate degree in science. To the extent that the Chancery judge's rulings in this case implicate equitable principles, we also bear in mind that appellate courts are generally reluctant to interfere with the exercise of judgment by a court of equity. Silberie was an authorized signatory only on the CMB account. 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. Evidently, Silberie remains on the school's Board, but he is not a member of ASUMA. 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. Die Fakultät wurde im Jahr 1733 gegründet und war nach Oxford die zweite Fakultät Großbritanniens, die Medizinstudenten ausbildete. The Operating Agreement did, however, make clear that Board decisions required a unanimous vote of the directors. of Warren, 169 N.J. 282, 291–92 (1999) (in affirming a trial judge's decision in a non-jury case, the Court noted that “[t]hrough years of managing this litigation, including evaluating evidence and hearing witnesses, the trial court developed a ‘feel’ for the case that ought not be lightly disturbed”);  see also Twp. Study medicine in Dominica, practice in USA, Canada. 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. Among other things, the parties stated in the Operating Agreement that they “shall not at anytime [sic] be compelled to give up or sell their shares for any reason,” and that their “decision to sell shares must be voluntary.”, The Operating Agreement further provided that half of Chilana's $500,000 purchase price would be applied to cover the school's $60,000 outstanding payroll taxes, and other operating expenses. 42:2B–24(b)(3)(c).11. Although plaintiffs initially had sought dissociation of defendants from the LLC, Yusuf has not sought such a remedy on appeal. The trial court correctly observed that the Operating Agreement was silent about whether a member could petition for dissociation of another member under N.J.S.A. However, the court noted in its opinion that the parties had stipulated to July 31, 2008, as the applicable valuation date. All Saints University holds information seminars throughout the world. 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. This recognition affords graduates of All Saints University, SVG to be eligible to … at 431–32. N.J.S.A. Yale School of Medicine. 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. Chilana testified that, as of the time of trial, he had not been reimbursed for his emergency cash infusion..  FN4. 42:2B–24(b) does not compel the sale of the shares of a dissociated member. Although plaintiffs initially had sought dissociation of defendants from the LLC, Yusuf has not sought such a remedy on appeal..  FN15. 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. 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. See N.J.R.E. However, on appeal, the parties do not challenge the trial court's finding that the agreement qualified as such under that statute. N.J.S.A. ASU, the perfect medical college for students with a passion for medicine. Chilana also gave Paulpillai, Silberie, and Yusuf a password to view the Smith Barney account online. “Final determinations made by the trial court sitting in a non-jury case are subject to a limited and well-established scope of review[. Solomon explicitly rejected other potential approaches to determining value. 42:2B–44. All Saints University College of Medicine, Saint Vincent and the Grenadines (ASU SVG) is a private medical school located in the Caribbean.. By restricting our inquiry to the sufficiency of the proofs under subsection 3(c),12 several of Yusuf's assorted criticisms of the trial court's factual findings about the wrongfulness of plaintiffs' conduct become inconsequential. It is true that [Chilana] participated in securing a third charter, as aforesaid, which 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. Not participated in the area ( noting that the problem with this student 's lawsuit address, work,... New Google account, and all saints university school of medicine joshua yusuf you have paid the application fee and submitted your for... To make that possibility a reality inclusion of revenue from fifteen students who were scheduled to soon! 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