Our holding is limited to the facts of this rather unusual case. Although plaintiffs initially had sought dissociation of defendants from the LLC, Yusuf has not sought such a remedy on appeal. 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. The Dean of All Saints, Lakhinder Kanwar, referred Yusuf to Chilana, an obstetrician and gynecologist licensed in New Jersey and practicing in Paterson. ", Notwithstanding the parties' stipulated value date of July 31, 2008, the court acceded to Yusuf's request that his interest be valued as of the date of his dissociation, January 6, 2010, which Chilana did not oppose. (London), (Associate Professor)Dr. Delia Graham, MD (Dominica), (Assistant Professor), Dr. Rachael Andrew, MD (Havana), (Associate Professor)Dr. Wisam Al-Hafidh, MBChB, FRCS (UK), ProfessorDr. I believe their support and commitment to high quality medical education has played an integral role in my development and progress as a physician. 1 Department of Anatomical Sciences, All Saints University School of Medicine, Roseau, Dominica. Student government fee of US$ 150 student government fee is to be paid annually at the beginning of the academic year or semester at US$50 per semester. Pomerantz, supra, 207 N.J. at 372. Recent. 3 All Saints University School of Medicine, Kingstown, Saint Vincent and the Grenadines. The judge rejected Chilana's argument that the court should order a forced sale as an equitable remedy for Yusuf's adjudicated breaches of his fiduciary duties and duty of loyalty. The Recruitment of Chilana and the Formation of the LLC. 42:2B-24b compelled the sale of the shares of a dissociated member in relying on the statute to achieve that result instead of on the court's equitable powers. The University has branded under a new name to reflect its new management and ownership! A trial judge's interpretation of the law and the legal consequences that flow from established facts are not entitled to any special deference. Manalapan Realty v. Twp. Div. He asserts that the valuation comprised an improper net opinion. Chilana was not enriched personally by any of the conduct complained of, and none of the conduct complained of harmed or damaged the LLC, the medical school, the Foundation, or the shareholder/members. Instead, he "effectively relied on [what he characterizes as] the holding of the 2012 Opinion that the determination of whether or not to tender his shares remained the choice of Dr. Lastly, Silberie assisted students with the immigration process, as the school's Director of Internal Affairs. Home / All Saints University School of Medicine. N.J.S.A. Following the trial, the court issued a written decision on December 23, 2009. Given this delayed effective date, the change in the statutory scheme has no effect on the issues in the present appeal. 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. The University opened its doors to 28 new students in April 2006 to provide students a better approach to educating the next generation of physicians at affordable fees. 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. With very few people in the world carrying the MD title, the medical profession is indeed a small group of highly respected and highly qualified humanitarians. By continuing to use this website, you consent to the use of cookies in accordance with our Cookie Policy. Degree are eligible for licensure as doctors in the United States, Canada, United Kingdom, or any country that recognizes the World Directory of Medical Schools or FAIMER International Medical Education Directory (IMED)/WHO Avicenna directory of medical schools. at *16, *20. 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. In early 2007, All Saints was unable to satisfy outstanding payroll taxes, so the founders began searching for a new investor. Any student who is absent for two terms or semesters without providing a valid written request and without obtaining prior approval from the university authorities may be subject to sanction or dismissal from the university; this would appear in the transcript of academic record of such a student. This website uses cookies to improve your experience. Aruba, No. All Saints University offers three different medical programs for their students. All Saints University Medical School is committed to providing high quality education leading to a Doctor of Medicine (MD) Degree at very affordable fees. Unlike New Jersey, Delaware does not provide for judicial dissociation of an LLC member. Glueck, meanwhile, testified that the financial condition of All Saints was tenuous, and that its operations were extremely difficult.. 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. [A] judge sitting in a court of equity has a broad range of discretion to fashion the appropriate remedy in order to vindicate a wrong consistent with principles of fairness, justice and the law. Graziano v. Grant, 326 N.J.Super. Location Hillsborough Street Roseau, Commonwealth of Dominica. All Saints University offers three different medical programs for their students. 1889). 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. To the contrary, Chilana testified that Smith Barney never agreed to accept less than all four parties' unanimous approval of transactions. However, plaintiffs did not offer competing expert testimony to refute the opinion of defendant's valuation expert that the LLC had no positive value. 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. Although plaintiffs initially had sought dissociation of defendants from the LLC, Yusuf has not sought such a remedy on appeal..FN15. Cf. Finally, Judge Contillo determined that Paulpillai's shares could not be acquired by Chilana post-judgment. 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. 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). 235, 23738 (Sup.Ct.1888), aff'd, 52 N.J.L. 431, 440 (App.Div.) Id. Improved in 24 Hours. Yusuf and Paulpillai were 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. The university has 2 campuses in Dominica and St. Vincent and the Grenadines. 42:2B44. We accord considerable deference to the discretion of the judges who make such equitable rulings. 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. Examination Fee 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. Summit Sontakke MBBS, MD (Maharashtra), (Associate Professor) Dr. Enoch Adewara, MD (Dominica), (Instructor)Dr. Angelika Ivasenko, MD PhD (Lugansk), Adjunct ProfessorDr. ALL SAINTS UNIVERSITY OF MEDICINE v. YUSUF. [10][11], The 5 Year MD Program is designed for recent high school graduates seeking direct admission into the study of medicine. 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 . at 3. Budget must be prepared at least six weeks prior to commencement of a new semester. Chilana. We also note that the parties' respective briefs are inconsistent in their use of the Dr. title for the opposing litigants..FN1. We affirmed the judgment dissociating Yusuf, rejecting his appeal. There would have been no other option." Choose the All Saints University SVG Experience. 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. tit. All Saints University Dominica - the most affordable, accredited medical school. All Saints' College is a unique, world-leading learning community: proudly, Perth's first Anglican coeducational school, and proudly providing excellence in a coeducational setting from Pre-K to Year 12. These terms were contained in Paragraph 7F of the Operating Agreement. For example, Yusuf challenges the court's findings that plaintiffs wrongfully failed to produce financial documents and student records, complaining that the judge did not identify the items that they failed to supply. That same month, Yusuf similarly told CMB that checks signed only by Chilana and Silberie were unauthorized, and that CMB should only honor checks that were also signed by either Paulpillai or Yusuf. In Paulpillai's e-mail to Silberie and Chilana, which was copied to the teachers, he blamed Silberie if All Saints failed, and demonstrated an unwillingness to consider solutions to the financial crisis. Our conviction in that regard has been affirmed by the Chancery judge's express findings that "[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," and that "[a] contrary holding would grant an undeserved windfall to Dr. Yusuf, and reward him for his efforts to bring about the medical school's undoing, at the expense of the party who gave the medical school a chance of viability." Yusuf now appeals. At any time, you can request to be removed from participating in the Find a Center Tool and any options you selected by calling SPRAVATO REMS at 1-855-382-6022 . 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. at 22). After obtaining the charter, the three founders of All Saints (Yusuf, Paulpillai, and Silberie) began preparing the school for classroom instruction. at 12-13. We note the adjective wrongful is not defined in the statute..FN10. There are two campuses in Roseau, Dominica and Saint Vincent and the Grenadines, along with administrative bases in Chicago, Illinois and Toronto, Ontario. The court specified that students' tuition for the next semester could not be used to pay the business's current expenses. Call us now to speak to our Admissions Department. 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. We rejected Yusuf's arguments. 42:2B-24b does not compel the sale of the shares of a dissociated member." Id. The 4-year MD Program, 5-year MD program and lastly the B.S.C Medical Sciences program. Housing expenses usually vary between US$200 and US$450 per month depending on the type of apartment and whether it is single or double occupancy. All students are required to pay US $150.00 as caution deposit for the histo/path lab. Hence, no valuation of plaintiffs' shares in the LLC was necessary unless plaintiffs, once dissociated, elected to have their shares valued and to tender them to defendants. We therefore sustain the trial judge's denial of relief to plaintiffs on their affirmative claims. At All Saints University College of Medicine, Saint Vincent and the Grenadines, we strive to foster an environment where our students feel supported academically, socially and emotionally. Chilana, meanwhile, straddled a middle position at that time, siding with neither camp. See Wilkins v. Hudson County Jail, 217 N.J.Super. The University is located on the beautiful, safe and friendly island of St. Vincent and the Grenadines. See, e.g., Sears Mortg. According to Chilana's trial testimony, he had forgotten about Paragraph 7F in the Operating Agreement, requiring that either Yusuf or Paulpillai co-sign checks with him. The court appointed Richard H. Weiner, an attorney, as Special Fiscal Agent for the LLC. 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. Features: - Video lectures: Learn & review all relevant concepts faster, easier - Learning Material: Download a PDF of any lecture's slides for. 42:2B24.1 (noting that the dissociated member has, subject to N.J.S.A. FN6. at 3, we, in effect, vacated Judge Contillo's chosen statutory remedy for the judgment Chilana secured against Yusuf on derivative count five of the counterclaim. FN19. denied, 109 N.J. 520 (1987). Yusuf and Dr. We recognize that the parties hotly dispute the wrongfulness of plaintiffs' actions as to the bank accounts. Bernard Wishnia argued the cause for respondent. All Saints University College of Medicine offers the following programs: ASU SVG offers rolling admission with semester start dates in January, May and September. Press "Apply now" button. Judge Contillo's opinion on this most recent remand makes clear beyond all doubt that he determined in 2009 and still believes "that the appropriate remedy in this case is and remains the involuntary buy-out by Dr. Chilana of Dr. Yusuf's ownership interest in ASUMA LLC." All Saints University School of Medicine was founded in April 2006. Testimonial - All Saints University has given me an opportunity that has changed my life completely. 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. Sebring, supra, 347 N.J.Super. However, the court noted in its opinion that the parties had stipulated to July 31, 2008, as the applicable valuation date. 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. Yusuf also argued that we "`remanded with the specific finding that the Operating Agreement signed by all parties forbids a forced sale,'" and that determination had become the law of the case and could not be revisited. Chilana responded by e-mail, accusing plaintiffs of also signing checks in breach of Paragraph 7F. ; Show all languages. None of the parties objected to this characterization of All Saints for purposes of the valuation..FN17. This order provided that Chilana shall loan $350,000 to ASUMA to be used by the COO to pay the obligations of ASUMA and All Saints. a-2628-09t1 all saints university of medicine NOT FOR PUBLICATION WITHOUT THE APPROVAL OF THE APPELLATE DIVISION SUPERIOR COURT OF NEW JERSEY APPELLATE DIVISION DOCKET NO. Chilana testified that, as of the time of trial, he had not been reimbursed for his emergency cash infusion. Student Insurance PAULPILLAI, Plaintiffs, and Nor do principles of waiver support Yusuf's legal position. Foreign (Non-National) Students Eligible: Details about the Pre-Med Program (if available): This field is for validation purposes and should be left unchanged. Yusuf and Paulpillai bought equipment, supplies, and furnishings. N.J.S.A. 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