L. 2012, c. 50, 91, 95, and 96. Nevertheless, we offer the following discussion for sake of completeness. 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. 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. Yusuf maintains that he and Paulpillai were justified in trying to prevent Chilana from co-signing checks solely with Silberie, which appeared to be in violation of the Operating Agreement. 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. Consistently ranked among the top primary care medical schools, our small class sizes enhance the individual learning experience. 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 trial judge was free, in his discretion, to rely on Solomon's unrebutted expert opinion. Chilana again urged the others to adopt this solution by an e-mail sent the following day. At some point in July or August 2007, Chilana opened a deposit account (the Citibank account) for the LLC, which Chilana believed was with Yusuf's consent. Sometime in March 2008, Chilana and Silberie applied to the Aruba government for a charter to operate another medical school. This amount will be refunded upon completion of the course if no damages to slides and microscopes are incurred. Features: - Video lectures: Learn & review all relevant concepts faster, easier - Learning Material: Download a PDF of any lecture's slides for. Phone: (602) 914-1520. Id. 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. and conveying it to Dr. Chilana, for what it was worth: zero." I appreciate you all for your work. Outpatient Locations. As Solomon explained: [DEFENDANT'S ATTORNEY]: And your reason for determining that as of July 31, '08, the value was zero? These terms were contained in Paragraph 7F of the Operating Agreement. 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. Nevertheless, we acknowledge the rule of E & K Agency, Inc. v. Van Dyke, 60 N.J. 160, 163 (1972), "that where reversal of a judgment eliminates all basis for recovery against a nonappealing party, as well as against the party who has appealed, the benefit of the judgment will be made available to all alike.". 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. 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. Of course, Judge Contillo could have just as well based that remedy on the parties' stipulation or, as Yusuf necessarily concedes, on the court's general equitable powers. Given this open question about whether or not a sale of plaintiffs' shares will be effectuated, it may be unnecessary for us to review the trial court's determination that plaintiffs' shares had no value as of July 31, 2008. 42:2B24(b)(3). at 12). Id. Yusuf first contends that the trial judge misapplied this statute, as a matter of law, by failing to enforce the Operating Agreement's restrictions upon the forced sale of a member's stock in the LLC. We also do not lose sight of the fact that plaintiffs themselves have an eighty percent interest in another medical school in Dominica. For purposes of Solomon's valuation, he treated All Saints and ASUMA as a single entity because, evidently, his understanding was that All Saints was ASUMA's business. . 42:2B24(b)(3)(c). Citations are also linked in the body of the Featured Case. In a nutshell. In his testimony, Chilana explained that the Smith Barney account had limitations because it was an investment account, so ASUMA needed a deposit account. On February 6, 2008, Smith Barney responded to plaintiffs' letter by suspending activity on the account. It has not diminished the value or interests of All Saints in any way, and it has not injured the interests of ASUMA, or the Foundation, or the medical school, or the fellow shareholders/members. Chilana, on the other hand, argued that All Saints was essentially a pyramid scheme, because students' prepaid tuition payments had been used to pay All Saints's expenses. Degree with ASU. Our focus here is upon N.J.S.A. By certification dated November 24, 2008, Glueck confirmed that All Saints was in poor financial condition. According to Chilana, deposits into the Citibank account transferred automatically to the Smith Barney account, and vice versa. Begin your journey in medicine and path to success at All Saints University SVG. 42:2B-24b does not compel the sale of the shares of a dissociated member," All Saints Univ. Bank, 205 N.J. 150, 169 (2011). According to defendants' proofs, All Saints was so undercapitalized that to pay operating expenses, plaintiffs had been withdrawing funds from the students' pre-paid tuition payments, which the trial court found to be an unsustainable approach. 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. The University is located on the beautiful, safe and friendly island of St. Vincent and the Grenadines. Symeonides had been retained by Weiner. Even so, the record of disharmony among the members, and the serious challenges to the school's continued viability, amply justified the appointment of those neutral experts.14. 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. 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. 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. He received his B.S. 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. FN19. Sebring, supra, 247 N.J.Super. First, we note that N.J.S.A. It has not injured the interests of ASUMA, or the Foundation, or the medical school, or the fellow shareholder/members in any way whatsoever. Our alumni are located across the globe, practicing as doctors, or in the fields of healthcare, research and academics. While the deadlock persisted, the teachers and staff nearly quit, after threatening to expose the parties to potential liability under Aruba labor laws. Ch. In that capacity, he hired the faculty and designed a four-year curriculum for the M.D. 42:2B24(b)(3)(c), which pertains where a member engaged in conduct relating to the [LLC's] business which makes it not reasonably practicable to carry on the business as a member of the [LLC]. (Emphasis added). Corp. v. Rose, 134 N.J. 326, 354 (1993); see also Marioni v. 94 Broadway, Inc., 374 N.J.Super. For the reasons that follow, we affirm the trial court's final judgment ordering plaintiffs' dissociation from the LLC. We acknowledge that the failure by an LLC member to contribute needed capital to the LLC's business may not always provide sufficient grounds to conclude that the business is not reasonably practicable to carry on with that member.13 The present case bespeaks, however, an instance where such refusal warrants judicial intervention. 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. Even so, in the absence of an operating agreement that speaks to the issues, the rights and obligations of members in an LLC must be controlled by the provisions of the LLCA. N.J.S.A. [24][25], All Saints University School of Medicine is also on the Canadian Government's List of Designated Educational Institutions. To the contrary, Chilana testified that Smith Barney never agreed to accept less than all four parties' unanimous approval of transactions. 221 (E. & A. At trial, Weiner (the fiscal agent) and Glueck (the chief operating officer) each testified about the host of management and financial problems persisting at All Saints. 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. 42:2B24(b)(3)(c). Every semester has an examination fee of US $90 per pre-med semester and USD $150 per basic medical science semester. The university has 2 campuses in Dominica and St. Vincent and the Grenadines. denied, 180 N.J. 354 (2004). The program consists of 4 semesters of premedical courses, including Biology, General Chemistry, Organic Chemistry, Physics, Math, and Introductory Anatomy. Students who possess a minimum of 2 academic years completed in a science related Undergraduate or College degree program are eligible for direct entry into the 4 year MD program comprising of 5 semesters of Basic Sciences and 7 semesters of Clinical Sciences. English Articles. 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 Operating Agreement required that [a]ll expenses of [ASUMA] be approved by the directors, and that All Saints's operational expenses must be approved by at least three shareholders / directors. However, at trial Yusuf specifically contested only the issuance of two identified checks: one to Chilana's lawyer, Lazerowitz (which was evidently payment for Lazerowitz's services rendered in forming ASUMA); and another check to Volpo (which Yusuf discovered was a designation for the payment for student clinical rotations). Despite their ongoing conflict over check-signing authority on the Smith Barney account, on August 14, 2007, the parties agreed to a new arrangement for the authorized signatures as to the CMB account, which could be any two principals, including the combination of Chilana and Silberie. Food and lodging can range from $450 to $1000 per month depending on individual habits and preferences. Chilana testified that, as of the time of trial, he had not been reimbursed for his emergency cash infusion. 42:2B24(b) does not mandate a forced sale of a dissociated member's shares. We also, however, determined to clarify an issue Yusuf had not specifically raised. at 46(e)(1)-(3). 548, 560 (App.Div.1995), certif. 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. 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." 42:2B24(b)(3) remained a remedy available to Chilana. We disagree. They've had plenty of opportunities to show otherwise. This matter returns to us following our most recent remand "for the limited purpose of allowing the trial court to consider anew the remedy for Yusuf's breaches of his fiduciary duties and duty of loyalty, including leave to consider whether Yusuf's wrongful conduct warrants a forced buyout." All Saints University School of Medicine, Dominica (ASUDOM) is a private medical school located in the Caribbean. 42:2B2. _, _ (App.Div.2012) (slip op. He also changed the online method for students to pay their semester tuition to All Saints from PayPal to Google, because the Google system was substantially cheaper. Chilana established ASUMA's office in the basement of the building of his New Jersey medical practice. We reject Yusuf's misplaced reliance on Agha v. Feiner, 198 N.J. 50, 6364 (2009), in which the Supreme Court held that a medical expert cannot testify about a disputed MRI finding made by a non-testifying radiologist if the expert has no skill or competency to interpret such MRI films himself or herself. FN12. admissions@allsaintsuniversity.org Phone Number: 1-866-602-9555 School Details School Name: All Saints University School of Medicine School Email: admissions@allsaintsuniversity.org Address: 5145 Steeles Ave West Toronto, Ontario M9L 1R5 Canada Website: https://www.allsaintsuniversity.org Alternate School Names: All Saints Univeristy St. Vincent students rotate in ACGME approved teaching hospitals throughout the United States. Accelerated (4-6 Semesters) Nursing Deegree Program, Bachelor of Health Sciences (Diagnostic Medical Imaging), Bachelor of Health Sciences (Medical Laboratory Technology), DEANS AND ASSOCIATE DEANS (CLINICAL SCIENCES), Dr. Charlotte Jeremy-Cuffy, MD, MSc. 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. On the second remand, Judge Contillo determined "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." fully considered the common law breaches and decided not to deprive Yusuf of his shares' on that basis." Yusuf initially served as the school's Chief Academic Officer. He further argues that the expert improperly relied upon hearsay projections of enrollment and other information that Symeonides had received from Glueck and Chilana. These textual differences, on the whole, make it easier to justify dissociation under subsection 3(c) than 3(a). We do so based solely upon subsection 3(c) of the statute, without the need to reach the separate grounds cited under subsection 3(a). We affirmed the judgment dissociating Yusuf, rejecting his appeal. All Saints University College of Medicine offers the following programs: ASU SVG offers rolling admission with semester start dates in January, May and September. 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. tit. As for the valuation date used, the court in Denike v. Cupo, 394 N.J.Super. (Wisconsin), PhD (Ibadan) (Professor) Dr. Joshua Owolabi, B.Sc. When, however, Judge Contillo could not find on remand that the parties had stipulated to a buyout with the knowledge that the statute did not compel a forced sale, or that we gave him leave to reconsider the remedy in light of our clarification of the law, Yusuf obtained a windfall. Although plaintiffs initially had sought dissociation of defendants from the LLC, Yusuf has not sought such a remedy on appeal..FN15. Lastly, Yusuf argues that the court erred in accepting the defense expert's opinion that plaintiffs' shares in the LLC had no value. Id. ] N.J.S.A. Although the Operating Agreement bars shareholder(s) from buy[ing] out other shareholder(s), that provision is contained in the paragraph allocating shares to the parties in All Saints, but not in ASUMA. 2023 Copyright UMCAS. FindLaw.com Free, trusted legal information for consumers and legal professionals, SuperLawyers.com Directory of U.S. attorneys with the exclusive Super Lawyers rating, Abogado.com The #1 Spanish-language legal website for consumers, LawInfo.com Nationwide attorney directory and legal consumer resources. As we have previously noted in Part II(B), supra, of this opinion, dissociation pursuant to N.J.S.A. All Saints University offers three different medical programs for their students. 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). PETER SILBERIE, Defendant. All students are required to obtain malpractice insurance prior to commencement of their clinical rotations. Sign Up. and Financial Aid OfficerMrs. By signing up you are agreeing to our On Friday December 06 th, 2013 the students were officially presented with white coats which signaled their transition from completing the basic medical science phase of their Medical Doctor Degree programme. Visit Web Page. Paragraph 3 of the Operating Agreement provided that the shareholders of [All Saints] are also shareholders of ASUMA LLC[. [3] The Roseau campus opened in 2006. Founded by a group of dedicated medical and business professionals, all of whom had over 20 years of experience in medical education, All Saints University only had 28 new students in April 2006 when they first opened. Offering one of the most affordable medical school tuition fee structures and a scholarship program, Take the First Step Towards Your M.D. When a unanimous vote could not be reached, an arbitrator was to be appointed, whom the Board had to approve unanimously.