Id. There is also an office inChicago, Illinois. Program de Masterat - Bancas - masterat profesional de specializare. Analytical Chemistry Laboratory 2. of Med. at 22). Realize your dreams of becoming a great physician at All Saints Dominica; a Great Place to Study and Graduate! We also do not lose sight of the fact that plaintiffs themselves have an eighty percent interest in another medical school in Dominica. 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. Chilana offered to contribute that needed equity if the court ousted Yusuf and Paulpillai from operating All Saints and ASUMA. Our holding is limited to the facts of this rather unusual case. He received his B.S. at 13; see Polidori v. Kordys, Puzio & Di Tomasso, 228 N.J.Super. 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. Relying on the valuation testimony presented at trial that the value of the entity was zero in September 2009 and ASUMA's tax returns for 2008 and 2009 showing losses of $50,000 and $209,070 respectively, Judge Contillo determined ASUMA still was without value as of January 6, 2010. at 43132. We agree. Weiner, in turn, appointed Theodore Glueck, an executive, as the interim chief operating officer of All Saints and the LLC. View Residency . 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." 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. Yusuf and Dr. Id. N.J.S.A. You must be logged in to purchase credits. FN14. Account to Apply to any Schools Plaintiffs' refusal to infuse vitally-needed funds, to address an emergency that they themselves sparked in their contacts with the banks, reasonably satisfies the not reasonably practicable standard for dissociation set forth in N.J.S.A. All Saints University Faculty take pleasure in providing quality education to their students along with one-on-one attention to students. PAULPILLAI, Plaintiffs, and Yusuf.". All Saints University School of Medicine (ASUSM) is a private medical school located in the Caribbean. Summit Sontakke MBBS, MD (Maharashtra), (Associate Professor) Dr. Enoch Adewara, MD (Dominica), (Instructor)Dr. Angelika Ivasenko, MD PhD (Lugansk), Adjunct ProfessorDr. Solomon testified that Symeonides provided him with adequate backup for the numbers used. They've had plenty of opportunities to show otherwise. 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. 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. All Saints faculty is comprised of highly qualified, experienced and committed professors. at 430. It has not diminished the value of interests of All Saints in any discernible way. Leagle.com reserves the right to edit or remove comments but is under no obligation to do so, or to explain individual moderation decisions. He argued not only had that finding become the "law of the case," which we should not have revisited in 2015, but that our 2015 finding that the Agreement did not bar a forced sale was premised on a faulty understanding of the structure of the Foundation, i.e., the claimed "Aruban law"1 issue. Paulpillai did not ordinarily sign checks on the CMB account, from which All Saints initially paid its operating expenses. For the reasons that follow, we affirm the trial court's final judgment ordering plaintiffs' dissociation from the LLC. 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. 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 . 42:2B24(b)(3)(c), such dissociation is not a mandatory remedy. 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. As we have already noted, the court found two alternative grounds for dissociating plaintiffs from ASUMA: first, N.J.S.A. By certification dated November 24, 2008, Glueck confirmed that All Saints was in poor financial condition. Silberie has not appeared in this action, but Chilana has, and he has demonstrated that he has acted since his initial investment, his subsequent reinvestment, and up to the present, with fidelity to the LLC, the Foundation and to his fellow members, acting to preserve the medical school and help to be sustainable into the future. FN4. TermsPrivacyDisclaimerCookiesDo Not Sell My Information, Begin typing to search, use arrow keys to navigate, use enter to select, Stay up-to-date with FindLaw's newsletter for legal professionals. FN3. Plaintiffs' counsel elicited testimony from Glueck on cross-examination regarding the income projections prepared by Symeonides. However, that perception was apparently inaccurate. Chilana sought such emergent relief because All Saints required immediate capital to continue operating into the next semester. All students are required to pay US $150.00 as caution deposit for the histo/path lab. Our review of the May 27, 2010 decision of the Court of First Instance of Aruba, furnished to us in Yusuf's appendix, which removed Paulpillai and suspended Yusuf as members of the All Saints Foundation Board pending a final decision on Yusuf's appeal in this matter, does not alter our analysis or preclude the disposition we reach. Here, that presumptive date would have been the date of the final order of January 6, 2010. Degree with ASU. The decision to sell shares must be voluntary. The "Aruban law" argument is, in any event, beside the point as Yusuf does not challenge the Chancery court's power to compel a forced sale of Yusuf's interest in ASUMA for his breaches of fiduciary duties and duty of loyalty, notwithstanding any term of the Operating Agreement. The program consists of 4 semesters of premedical courses, including Biology, General Chemistry, Organic Chemistry, Physics, Math, and Introductory Anatomy. FN5. The trial court was not obligated to reject Solomon's opinion on valuation. Oct. 27, 2015) (slip op. Accreditation ALL SAINTS UNIVERSITY COLLEGE OF MEDICINE, ST VINCENT AND THE GRENADINES Graduates of the M.D. 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. Aruba v. Chilana, No. Following a six-day bench trial, the Chancery judge ordered that Yusuf and Paulpillai be expelled from the LLC, upon finding that they had engaged in conduct authorizing such judicial dissociation, pursuant to both subsections 3(a) and 3(c) of N.J.S.A. 588, 60001 (App.Div.2005) (noting the Chancery court's discretion in deciding whether to grant the equitable remedy of specific performance). All Saints University Hillsborough St Roseau, Dominica (767) 4405220 http://allsaintsuniversity.org/. 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). Symeonides was ASUMA's company accountant, appointed by the Special Fiscal Agent, and thus a logical source for financial information. Symeonides had been retained by Weiner. 42:2B-24b does not compel the sale of a dissociated party's interest. FN10. 42:2B24(b)(3)(c) for dissociation. All Saints. Even so, a decision to tender his shares remains up to Yusuf. island of St. Vincent. Take the first step towards your medical degree with ASU. 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. FN19. 42:2B24(b). I am grateful to All Saints University, Dominica, for allowing me to chase my dreams of becoming a doctor at such a young age. The Operating Agreement gave Chilana authority to co-sign checks on the CMB account. We are mindful that the parties, apparently based upon off-the-record discussions that are not fully explained in the trial transcripts, stipulated to a July 31, 2008 valuation date for plaintiff's shares. of W. Windsor v. Nierenberg, 150 N.J. 111, 13233 (1997); Caldwell v. Haynes, 136 N.J. 422, 432 (1994). He does not, however, identify any flaws in Judge Contillo's remand order, with the exception of the judge's finding regarding the non-alienability of Paulpillai's shares post-judgment. The Dean of All Saints, Lakhinder Kanwar, referred Yusuf to Chilana, an obstetrician and gynecologist licensed in New Jersey and practicing in Paterson. 42:2B-1 to-70, since repealed, the judge ordered Yusuf and Paulpillai dissociated from ASUMA and paid fair value for their interests, which value was determined to be zero on the stipulated valuation date. The trial court shall enter an amended judgment within twenty days to reflect our ruling. 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. And to the registrar, Dr. Guzin Dincel, thank you for always being a listening ear and for advocating for me when I needed it. 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