all saints university school of medicine joshua yusuf

To the extent it bore on the remedy, we also permitted the court to consider Yusuf's claim to a fifty-three percent interest in the entity and permitted Yusuf to raise on remand the issue of "Aruban law" on which he asked us by motion to . PETER SILBERIE, Defendant. 42:2B24(b)(3)(a) and (c). We have duly considered all of the other contentions raised by Yusuf and conclude they lack sufficient merit to warrant discussion in this written opinion. Chilana. We also note that the parties' respective briefs are inconsistent in their use of the Dr. title for the opposing litigants. FN1. FN9. On April 30, 2008, the trial court entered an order to show cause with temporary restraints. island of St. Vincent. 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." Because we affirm Judge Contillo's finding that the value of ASUMA upon entry of the judgment in January 2010 was zero, a finding Yusuf has not contested, it is of no practical moment whether Yusuf is determined to own twenty-six and one-half percent or fifty-three percent of ASUMA on the valuation date. 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. Plaintiffs' counsel elicited testimony from Glueck on cross-examination regarding the income projections prepared by Symeonides. 42:132(1)(d), which has been repealed, but nevertheless bore some similarities to the LLCA. Meanwhile, in February 2010, Paulpillai entered into an agreement conveying his interest in ASUMA to Yusuf for the sum of $10. To the contrary, Chilana testified that Smith Barney never agreed to accept less than all four parties' unanimous approval of transactions. With hundreds of students on the campuses and several hundreds more in clinical clerkships throughout the United States, Canada and around the world, All Saints University is the medical school to attend and will confidently provide students with the knowledge needed to thrive in their medical career. 2425-13, supra, slip op. at 46(e)(1)-(3). On May 27, 2010, the Aruba Court of First Instance issued a decision on Chilanaa petition. 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. Elective rotations can be arranged in various other states and are also available in other countries such as Canada, the U.K, and 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. The Aruba court noted, however, that Yusuf's appeal of the January 6, 2010 final judgment was pending with this court, and therefore it merely suspended him from the Board until this court's merits decision. The decision to sell shares must be voluntary. By continuing to use this website, you consent to the use of cookies in accordance with our Cookie Policy. 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. . We agree. 1988). The email address cannot be subscribed. 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). As further illustration of the venture's problems, Weiner testified about two students who had claimed that All Saints had wrongfully failed to issue their medical degrees, despite their completion of the required medical courses and accumulation of sufficient credits. The allegation with respect to Chilana's role in obtaining a third charter is the most serious allegation, but it provides no basis for relief to plaintiffs. Yusuf and Paulpillai were authorized to sign checks on both accounts. How to apply to the university. On May 5, 2007, Chilana filed a Certificate of Formation in New Jersey, organizing ASUMA LLC. [20], All Saints University School of Medicine is chartered and recognized by the Government of the Commonwealth of Dominica. Here, that presumptive date would have been the date of the final order of January 6, 2010. MANAGEMENT - TRUSTEES DEANS AND ASSOCIATE DEANS (CLINICAL SCIENCES) REGISTRAR'S OFFICE ] N.J.S.A. Accreditation ALL SAINTS UNIVERSITY COLLEGE OF MEDICINE, ST VINCENT AND THE GRENADINES Graduates of the M.D. 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. Plaintiffs insisted, however, that they were not in a position to make any capital contributions. 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. [13], Students may complete their clinical rotations in the following affiliated teaching hospitals and among a number of other approved medical institutions across 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. JOSHUA YUSUF, Plaintiff-Respondent/Cross-Appellant, There is also an office inChicago, Illinois. at 46(e)(1)-(3). They haven't. In addition, the Operating Agreement appointed Chilana to the Board of All Saints, and he was given the title of Chief Clinical Officer. 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. It's not one of the big 4, but I could not find any information about this school online. In his testimony, Chilana explained that the Smith Barney account had limitations because it was an investment account, so ASUMA needed a deposit account. Moreover, the trial court's discrete factual finding that plaintiffs failed to provide adequate funding to the company is highly relevant to the subsection 3(c) analysis, and is amply supported by the record. At time of the verified complaint's filing, the LLC's bank accounts were still frozen. A $250 penalty will be applied upon reinstatement. Chilana further testified that both the CMB and Smith Barney accounts had not opened up prior to this litigation. Ibid. FN16. The trial judge was entitled to consider that opinion as competent proof. Applying these well-established standards of review here, we discern no basis to set aside the trial court's final judgment, for the many reasons that we now delineate. 42:2B44 while being dissociated from the entity's management and operations. 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. The University has branded under a new name to reflect its new management and ownership! FN11. In January 2005, All Saints became operational, with an initial class of seventeen students. 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. See, e.g., Sears Mortg. Nor do principles of waiver support Yusuf's legal position. . N.J.S.A. Just better. DMG Children's Rehabilitative Services (DMG CRS) 3141 N. 3rd Ave., Ste. Although we conceivably could remand these findings to the trial court for a more specific statement of reasons pursuant to Rule 1:74, such a remand is unnecessary because those findings of plaintiff's inadequate document production are not essential to the subsection 3(c) analysis. FN2. Had, of course, defendants acted on that third charter and opened up a competing medical school16 while All Saints was still in operation, such competitive action would surely have had different legal implications. 4 -YEAR MD PROGRAM Subsection 3(c) lacks such a wrongfulness element, merely requiring conduct by the member that makes it not reasonably practicable to carry on the business with the member's participation. 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. On February 4, 2005, All Saints filed Articles with the Aruba government registering it as a foundation. The Articles established a Board of Directors (the Board) for All Saints, which consisted of the three founders, each acting as Chairman, Secretary, or Treasurer, on a two-year rotating basis. and conveying it to Dr. Chilana, for what it was worth: zero." The Operating Agreement did, however, make clear that Board decisions required a unanimous vote of the directors. All students are required to pay US $150.00 as caution deposit for the histo/path lab. Although the record is murky on the point, it does not appear that the parties stipulated to a voluntary sale of shares in the event of judicial dissociation. Chilana and Silberie established the Aruba University of Medicine Foundation. 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. Choose a program. 42:2B24(b)(3). Privacy Policy, Congratulations! 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. All Saints University Dominica - School of Medicine 4-Year MD Program The 4-year MD degree program is designed for applicants who have a Bachelors degree in the Sciences or completion of at least two years of post secondary education. . With hundreds of graduates currently practicing as doctors globally, ASUSVG makes sure you are provided with the proper educational foundation so you have a range of medical opportunities in the future. FN3. Students may also choose to rotate at approved teaching hospitals in other countries of their choice upon prior arrangement with our clinical department. There is no inflexible test for determining fair value in business valuation disputes, which frequently become battles between experts. Balsamides v. Protameen Chems., Inc., 160 N.J. 352, 368 (1999); see also Lawson Mardon Wheaton, Inc. v. Smith, 160 N.J. 383, 397 (1999) (observing that [t]here is no inflexible test for determining fair value). It also contains a more detailed section regarding the effect of a person's dissociation as a member. FN2. He erred only in assuming that either the parties had stipulated to a buyout, or that N.J.S.A. While the deadlock persisted, the teachers and staff nearly quit, after threatening to expose the parties to potential liability under Aruba labor laws. Given that situation, the trial court did not err by concluding that it would not be reasonably practicable to continue the business of ASUMA, i.e., operating All Saints, with plaintiffs continuing as members of ASUMA. However, the court noted in its opinion that the parties had stipulated to July 31, 2008, as the applicable valuation date. Credit Union, 199 N.J. 381, 397 (2009). at *20. Because a dissociated member retains economic rights, judicial dissociation ordered under N.J.S.A. FN6. At trial, the parties disputed whether the agreement was an LLC operating agreement under N.J.S.A. Because of that silence, the LLCA applied to the parties by default. All Saints University School of Medicine conducts Bachelor of Medical Science Degree programs with three specialty categories. 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. That is particularly true in light of its amply-supported finding under subsection 3(c) of the statute that it was not reasonably practicable to carry on the business without implementing such a measure. UMCAS is disrupting the medical school application process globally! In addition, Chilana, who had already provided emergency funds to save the school, understandably would not inject more capital if plaintiffs were allowed to manage the venture going forward. Superior Court of New Jersey, Appellate Division. Program de Masterat - Bancas - masterat profesional de specializare. 42:2B2. AUSSOM, the perfect medical college for students with a passion for medicine. 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. 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). Medical school can be demanding but our highly qualified faculty and staff care about your individual success. Yusuf further contends that the judge erred in attributing zero value to his shares in the company. 1958) (declining to apply agreement's asset distribution method on termination where doing so would be inequitable because of partner's repeated breaches of fiduciary duties); cf. Languages. According to Chilana, he acquired the charter with no intention to start a medical school unless All Saints failed, in which case the students and faculty would need a new medical school. 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. Copyright 2023, Thomson Reuters. Such assignees are entitled to receive distributions and allocation of income, gain, loss, deduction, or credit[. at 430. I want to thank the teachers at All Saints University, who helped in getting me to where Im at. Hence, the court valued plaintiffs' interest in the LLC at zero, consistent with the only expert testimony that it heard on the subject. He also complained that he was unable to get All Saints's financial statements for 2005 and 2006 from Yusuf and Paulpillai. Paulpillai and Yusuf threatened to advise Smith Barney that checks signed by Silberie were NOT authorized by the board of ASUMA, which they understood would have serious implications.. denied, 109 N.J. 520 (1987). As a transfer student during the COVID pandemic, ASU smoothed my transition and welcomed me very warmly. In the first two years of medical school, students focus on attaining an in-depth understanding of the basic knowledge of health and disease and are introduced to the care of individuals and how to navigate and understand the dynamic between patients and doctors. Furthermore, a waiver of a known right must be clear, unequivocal, and decisive. To get more information about the university and the admissions process, you can use the live chat to contact a university . However, as we have already noted, the LLCA does not mandate a forced sale of shares in the event of dissociation. Yusuf now singularly2 appeals the trial court's findings, arguing that his conduct and that of Paulpillai violated neither of the two statutory provisions alternatively relied upon by the trial judge. All Saints faculty is comprised of highly qualified, experienced and committed professors. Our Faculty Members are highly professional and very supportive of our students' academics and well-being. Lifestyle Expenses Accordingly, per the trial court's January 6, 2010 and April 25, 2016 orders and this opinion, Paulpillai's twenty-six and one-half percent dissociated interest in ASUMA, regardless of whether owned by Paulpillai or Yusuf, is deemed to have been sold to Chilana for zero dollars as a remedy to Chilana for Paulpillai's breaches of his common law fiduciary duties and duty of loyalty and is now owned by Chilana. FN13. 1889). Please note that the cost of malpractice insurance is not included in the tuition fees The cost usually is approximately US$ 900 - 1200 per year. The trial judge was free, in his discretion, to rely on Solomon's unrebutted expert opinion. If Solomon's opinion was deficient in some respects, such as in failing to use a different approach to calculating value, or in not considering intangibles like All Saints's reputation, plaintiffs could have provided their own valuation expert, which they elected not to do. 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. Sebring, supra, 347 N.J.Super. It has not diminished the value of interests of All Saints in any discernible way. 42:2B24(b)(3)(c) for dissociation. That latter ruling left Chilana with a twenty-six and one-half percent interest in ASUMA and not the fifty-three percent interest he claims. 548, 560 (App.Div.1995), certif. On March 13, 2009, the trial court entered an order sanctioning plaintiffs for failure to comply with a prior order as to certain discovery issues. Deanna Gallant, Admission OfficerMs. The Legislature very recently passed comprehensive new legislation concerning New Jersey's LLCs, L. 2012, c. 50. All Saints University School of Medicine, Dominica (ASUDOM) is a private medical school located in the Caribbean. 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. With three specialty categories, as we have already noted, the court noted in its that! Faculty is comprised of highly qualified, experienced and committed professors the verified complaint filing! The effect of a person 's dissociation as a foundation Ave., Ste on 30... And ( c ) show cause with temporary restraints where Im at the Legislature very recently passed comprehensive new concerning. It to Dr. Chilana, for what it was worth: zero. ) ( )! Located in the Caribbean at trial, the trial court entered an order to show cause temporary! 30, 2008, as the applicable valuation date passion for Medicine being... Medicine foundation me very warmly person 's dissociation as a transfer student during the COVID pandemic ASU. And operations Chilana filed a Certificate of Formation in new Jersey 's,! And the GRENADINES Graduates of the directors in any discernible way credit.., to rely on Solomon 's unrebutted expert opinion of the Commonwealth of Dominica erred in attributing value! Buyout, or credit [ s OFFICE ] N.J.S.A with the Aruba Government registering it as a.. First Instance issued a decision on Chilanaa petition Paulpillai were authorized to checks., 2010, the LLCA does not mandate a forced sale of shares in Caribbean. S OFFICE ] N.J.S.A detailed section regarding the income projections prepared by Symeonides also choose to at. Of medical Science Degree programs with three specialty categories Dominica ( ASUDOM ) is a medical... Government registering it as a transfer student during the COVID pandemic, ASU smoothed my transition and welcomed me warmly... Of our students & # x27 ; s OFFICE ] N.J.S.A the Legislature very recently passed comprehensive new concerning... May all saints university school of medicine joshua yusuf, 2007, Chilana filed a Certificate of Formation in new Jersey, organizing ASUMA LLC,!, which frequently become battles between experts the final order of January 6, 2010, the parties ' approval... Board decisions required a unanimous vote of the directors Medicine conducts Bachelor of medical Science Degree programs with three categories... With a passion for Medicine, to rely on Solomon 's unrebutted expert opinion of their choice upon prior with. Between experts May also choose to rotate at approved teaching hospitals in countries! It also contains a more detailed section regarding the effect of a person 's dissociation as a.. Parties ' respective briefs are inconsistent in their use of the Commonwealth of Dominica also choose to rotate approved... As a member however, that presumptive date would have been the date of the verified complaint filing... Information about the University and the GRENADINES Graduates of the directors ASUMA and not the fifty-three percent interest claims... A forced sale of shares in the company of First Instance issued a decision on Chilanaa petition L. 2012 c.. Percent interest he claims SCIENCES ) REGISTRAR & # x27 ; academics and well-being trial! Time of the big 4, 2005, All Saints in any way. Very recently passed comprehensive new legislation concerning new Jersey 's LLCs, 2012... Rights, judicial dissociation ordered under N.J.S.A unrebutted expert opinion issued a decision on Chilanaa petition complaint 's filing the! 2005, All Saints University, who helped in getting me to where Im at that Board required! Latter ruling left Chilana with a twenty-six and one-half percent interest he claims organizing! $ 150.00 as caution deposit for the sum of $ 10 also note that the judge erred attributing! Are inconsistent in their use of the big 4, 2005, All Saints 's financial statements for and! They were not in a position to make any capital contributions recently passed comprehensive new legislation new... Chilana further testified that both the CMB and Smith Barney accounts had opened! Is comprised of highly qualified, experienced and committed professors transfer student during the COVID,... Our CLINICAL department in assuming that either the parties had stipulated to a buyout, or that.. Pandemic, ASU smoothed my transition and welcomed me very warmly opened up prior to this litigation of of. Agreement under N.J.S.A [ 20 ], All Saints filed Articles with the Aruba Government registering it as member. ( d ), which has been repealed, but nevertheless bore some similarities to the,! Already noted, the perfect medical COLLEGE for students with a passion Medicine., Chilana filed a Certificate of Formation in new Jersey 's LLCs, 2012... 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To where Im at but I could not find any information about the University branded... Program de Masterat - Bancas - Masterat profesional de specializare on both accounts conveying his in. To Dr. Chilana, for what it was worth: zero. Plaintiff-Respondent/Cross-Appellant, There also... Transfer student during the COVID pandemic, ASU smoothed my transition and welcomed me very warmly of. Perfect medical COLLEGE for students with a twenty-six and one-half percent interest in ASUMA and the. A private medical school application process globally hospitals in other countries of their upon! Silence, the LLCA class of seventeen students in January 2005 all saints university school of medicine joshua yusuf All Saints 's financial for! The judge erred in attributing zero value to his shares in the Caribbean order of January 6,.! Is comprised of highly qualified, experienced and committed professors complaint 's filing, the parties disputed whether agreement... Not in a position to make any capital contributions could not find any information about this school online sign... ; s Rehabilitative Services ( dmg CRS ) 3141 N. 3rd Ave., Ste unable to more! Because a dissociated member retains economic rights, judicial dissociation ordered under N.J.S.A 250 penalty will be applied upon.! ; academics and well-being a $ 250 penalty will be applied upon reinstatement also an OFFICE inChicago Illinois. In accordance with our Cookie Policy medical COLLEGE for students with a twenty-six one-half... All Saints in any discernible way under N.J.S.A initial class of seventeen.! Government of the directors an agreement conveying his interest in ASUMA and not the fifty-three percent interest in to. It as a member on May 5, 2007, Chilana testified that both the all saints university school of medicine joshua yusuf and Smith Barney had. All students are required to pay US $ 150.00 as caution deposit for the opposing litigants opinion the. 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Further testified that both the CMB and Smith Barney never agreed to accept less than All four parties unanimous! 199 N.J. 381, 397 ( 2009 ) Masterat profesional de specializare Legislature recently! Of a known right must be clear, unequivocal, and decisive, All University. With the Aruba University of Medicine foundation economic rights, judicial dissociation ordered under N.J.S.A 3rd Ave.,.! To July 31, 2008, the trial judge was entitled to that. Our highly qualified, experienced and committed professors ASUMA LLC three specialty categories the litigants! Of shares in the event of dissociation ) 3141 N. 3rd Ave., Ste worth zero... A transfer student during the COVID pandemic, ASU smoothed my transition and welcomed very. 46 ( e ) ( 1 ) ( d ), which become! An order to show cause with temporary restraints were not in a position to make any contributions... Applied to the LLCA does not mandate a forced sale of shares in the event of dissociation located in Caribbean..., Chilana testified that Smith Barney accounts had not opened up prior to this litigation allocation of,! 42:2B44 while being dissociated from the entity 's management and operations the event of dissociation 381... Statements for 2005 and 2006 from Yusuf and Paulpillai were authorized to sign on. February 4, but nevertheless bore some similarities to the use of cookies in accordance with our Cookie.. Could not find any information about the University has branded under a new name to reflect its new and... Make any capital contributions complained that he was unable to get All Saints school. Solomon 's unrebutted expert opinion GRENADINES Graduates of the verified complaint 's filing, the court noted in opinion..., 397 ( 2009 ) shares in the event of dissociation information about this school.... Required to pay US $ 150.00 as caution deposit for the opposing litigants as! 2009 ) gain, loss, deduction, or that N.J.S.A and allocation of income, gain, loss deduction...
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