The Universal Medical College Application Service - UMCAS is a centralized application processing platform that currently participates with medical schools throughout the Caribbean & Europe to facilitate the process of applying to medical schools and to reduce duplication in application processing fees, and resources for the applicants and the institutions. FN2. 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. Citations are also linked in the body of the Featured Case. 42:2B24(b)(3)(c).11. The judge similarly detailed his reasons for rejecting plaintiffs' contentions of breach of fiduciary duty concerning the check-signings: The secondary allegation against Chilana is that he breached his fiduciary duty by signing checks in violation of an agreement he had with the foundation, by opening additional bank accounts, paying unauthorized expenses and changing the on-line payment system. Although plaintiffs initially had sought dissociation of defendants from the LLC, Yusuf has not sought such a remedy on appeal..FN15. Call us now to speak to our Admissions Department. 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. The context here, involving a financial valuation expert relying upon the input of a company accountant and the company's principals, is fundamentally different. On the same date the parties executed the Operating Agreement, they also signed paperwork opening an account for ASUMA at Smith Barney (the Smith Barney account). 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. 2023 Copyright UMCAS. 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 . Div. Aruba v. Chilana, No. No shareholder(s) can buy out other shareholder(s).. at 22). of Med. [2] The schools' campus is in Roseau, Dominica, and is administered from Toronto, Ontario. View Residency . Id. They haven't. By comparison, we review the trial court's determinations on legal issues de novo. denied, 180 N.J. 354 (2004). I am so glad to be part of the 82 International Medical graduates that matched into Obstetrics and Gynecology in the 2022 Match. Food expenses also vary depending on individual taste and habit. Kaye v. Rosefielde, 223 N.J. 218, 236 (2015) (holding equitable remedy of disgorgement of an employee's compensation for breach of duty of loyalty available, even in absence of employer's economic loss). For example, we do not reach here the question of whether a passive investor in an LLC could be ousted solely because he or she declines to invest more funds into the entity when asked to do so, having done nothing to precipitate the company's financial or operational distress. The order also enjoined plaintiffs, pending trial, from participating in the day-to-day affairs of ASUMA and All Saints. The court's findings of fact are binding on appeal when supported by adequate, substantial, credible evidence. Cesare v. Cesare, 154 N.J. 394, 41112 (1998); see also Brunson v. Affinity Fed. All Saints University School of Medicine, Dominica (ASUDOM) is a private medical school located in the Caribbean. To the contrary, Chilana testified that Smith Barney never agreed to accept less than all four parties' unanimous approval of transactions. of Med. Every student is a member of the central student government. The university is one of the leading in the country, has modern support, is engaged in research work. The 4-year MD Program, 5-year MD program and lastly the B.S.C Medical Sciences program. 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. None of the parties objected to this characterization of All Saints for purposes of the valuation..FN17. See Pheasant Bridge Corp. v. Twp. However, on appeal, the parties do not challenge the trial court's finding that the agreement qualified as such under that statute. Small Class Sizes, Academic Advising and Highly Qualified Faculty, Vibrant Student Life with Clinical and Research Opportunities, Successful Practicing Alumni Across the Globe, Affordable Tuition and Scholarship Program. By continuing to use this website, you consent to the use of cookies in accordance with our Cookie Policy. He did not recruit faculty, staff, or students for the third school. Go to study. Madamsr However, such a potential solution was not an alternative here, because the Operating Agreement forbids such a forced sale. 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. Solomon Karredula, MBBS (Nagarjuna), MD (Andhra), Associate ProfessorDr. 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. [14] The school is authorized to confer degrees in Doctor of Medicine (MD) upon its graduates, allowing eligible candidates to practice medicine in Dominica and overseas. Co. of Am., 65 N.J. 474, 484 (1974)). Final determinations made by the trial court sitting in a non-jury case are subject to a limited and well-established scope of review[. All Saints University College of Medicine offers the following programs: ASU SVG offers rolling admission with semester start dates in January, May and September. 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. Chilana's Infusion of Funds and The Enterprises' Continued Problems, Faced with these operational difficulties and plaintiffs' resistance, Chilana used his own personal funds to pay expenses and teacher and staff salaries to keep the school afloat.4 Because February 2008 salaries had been paid late to the teachers and staff, they sent an e-mail on March 25, 2008, threatening to walk out and to report All Saints to the Aruba labor department if the March 2008 salaries were also paid late. Id. However, the court noted in its opinion that the parties had stipulated to July 31, 2008, as the applicable valuation date. The Operating Agreement did, however, make clear that Board decisions required a unanimous vote of the directors. All Saints University School of Medicine is chartered and recognized by the Government of the Commonwealth of Dominica. Nor do principles of waiver support Yusuf's legal position. [13][16] During this period, students must complete a minimum of 72 weeks in clinical rotations. We therefore agree with the trial judge's legal ruling that the Operating Agreement did not provide for an effective waiver of Chilana's right to petition the court under N.J.S.A. Meanwhile, plaintiffs contributed no funds, and Paulpillai advised teachers, by copying them on an e-mail, that defendants were solely to blame for the financial crises. Courts are not obligated to impose a remedy when no damage has resulted from a party's allegedly wrongful acts. Medical school can be demanding but our highly qualified faculty and staff care about your individual success. In spite of the government's earlier commitment that no more than two such charters would be issued, it granted defendants' request and issued them the third charter in October 2008. 42:2B24(b)(3), which provides that a member of an LLC is to be dissociated from the company, upon judicial expulsion, for one of three reasons: (a)the member engaged in wrongful conduct that adversely and materially affected the limited liability company's business; (b)the member willfully or persistently committed a material breach of the operating agreement; or, (c)the member engaged in conduct relating to the limited liability company business which makes it not reasonably practicable to carry on the business with the member as a member of the limited liability company[. (London), (Adjunct Professor), Dr. Sergii Vernigorodskiy MD (Pirogov), PhD (Kiev), (Professor and Chair)Dr. Stanley White, PhD (Manchester), (Professor)Dr. Esther Akingbade, PhD (Ibadan), (Professor) Dr. Solomon Karredula, MBBS (Nagarjuna), MD (Andhra), Associate ProfessorDr. We note the adjective wrongful is not defined in the statute. Meanwhile, in February 2010, Paulpillai entered into an agreement conveying his interest in ASUMA to Yusuf for the sum of $10. 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. Either your Login credentials are incorrect or your account has not been activated, http://www.allsaintsuniversity.org/Financials/Tuition-Fees. Among other things, Paulpillai and Yusuf objected to ASUMA's offices being located in a building owned by Chilana. I have determined that no evidence in the trial record justifies disassociating the defendants. FN4. Sometime in March 2008, Chilana and Silberie applied to the Aruba government for a charter to operate another medical school. at 55. 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. Lastly, Silberie assisted students with the immigration process, as the school's Director of Internal Affairs. Yusuf and Paulpillai bought equipment, supplies, and furnishings. As an alternative argument, Yusuf asserts that even if the factual record is deemed adequate to meet the criteria of dissociation under N.J.S.A. 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. Pharmaceutical Technology 3. 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. Chilana counterclaimed for fraud, misappropriation of funds and corporate opportunity, breach of fiduciary duty, misconduct, and negligent misrepresentation. The 4-year MD Program, 5-year MD program and lastly the B.S.C Medical Sciences program. The new Revised Uniform Limited Liability Company Act (RULLCA), which is based upon the uniform law developed by the National Conference of Commissioners on Uniform State Laws, was enacted on September 19, 2012. Meanwhile, Chilana infused at least $250,000 in funds to All Saints since obtaining the other charter. The program consists of 4 semesters of premedical courses, including Biology, General Chemistry, Organic Chemistry, Physics, Math, and Introductory Anatomy. 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). 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. Complete admissions tasks. It was not an easy road but their guidance and advice did come a long way. 42:2B24(b). Aruba v. Chilana, No. 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. N.J.S.A. Yusuf and Dr. Moreover, the judge explained in detail his rationale for denying relief to plaintiffs. JOSHUA YUSUF, Plaintiff-Respondent/Cross-Appellant, 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. 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. Applicants must possess a high school/secondary school diploma or certificate with credits in Mathematics or Calculus, English and Science subjects, including Chemistry and Biology. 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. We also relied in Sebring on an Indiana appellate court decision, Hansford v. Maplewood Station Business Park, 621 N.E.2d 347, 351 (Ind.App.1993), in which the Indiana court found that a partner's failure to contribute expenses and to participate in restructuring the partnership debts rendered it impracticable for other partners to continue the partnership business with that partner. For these reasons, to the extent that the trial court's final order might be construed to imply that a sale of Yusuf's shares is compelled, we do not adopt such a construction. FN19. We do not decide here whether such an application by Yusuf to withdraw from the stipulation would be justified, as there may need to be a record developed that bears upon the equities involved. The 4-Year MD program can be completed in 3 years and 4 months. The 4-year MD Program, 5-year MD program and lastly the B.S.C Medical Sciences program. Yusuf does, however, retain the right to do so if he resigns pursuant to N.J.S.A. You're on your way to applying to some of the top accredited Caribbean medical schools. Chilana also thought that the Operating Agreement's provision, which appeared to prohibit him from co-signing the Smith Barney checks with Silberie, did not make sense[.]. 42:132(1)(d) (emphasis added). 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. fully considered the common law breaches and decided not to deprive Yusuf of his shares' on that basis." As for the valuation date used, the court in Denike v. Cupo, 394 N.J.Super. It also contains a more detailed section regarding the effect of a person's dissociation as a member. On the same date, the principals of All Saints entered into an agreement with the government. In this regard, Sebring Associates v. Coyle, 347 N.J.Super. We note the adjective wrongful is not defined in the statute. Located in the city of Roseau of Dominica, the university has been named the best Caribbean Medical School. 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. In his testimony, Chilana explained that the Smith Barney account had limitations because it was an investment account, so ASUMA needed a deposit account. All rights reserved. So much has been said about the involvement of the Church in socioeconomic and political development globally, in Africa, and in South Africa in particular. FN16. In response, All Saints collaborated with a member of the Aruba parliament, at the direction of the Prime Minister, to establish protocols that would allow its students to remain in Aruba while the government processed their permit applications. ] (Emphasis added). Indeed, by analogy, Solomon's consultations with Symeonides and defendants are comparable to a medical expert properly considering information from a patient about his or her own symptoms and condition. 42:2B-24.1 and N.J.S.A. Alternatively, they instructed the bank to honor only the checks signed by these four combinations of ASUMA members: (1) Chilana and Yusuf; (2) Chilana and Paulpillai; (3) Silberie and Paulpillai; and (4) Silberie and Yusuf. But such competition did not occur here. The immigration problems evidently persisted, but some protocols were apparently in place as of the time of the trial in the fall of 2009. Meanwhile, Chilana infused at least $250,000 in funds to All Saints since obtaining the other charter..FN6. The judge found "[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." The 4-year MD Program, 5-year MD program and lastly the B.S.C Medical Sciences program. 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. How to apply to the university. All Saints University School of Medicine Dominica Websites About Founded in April 2006 with 28 students, All Saints University Dominica (ASUDOM) now stands with a student body population of. 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. FN13. An effective waiver requires a party to have full knowledge of his [or her] legal rights and intent to surrender those rights. Knorr v. Smeal, 178 N.J. 169, 177 (2003). 42:2B-44, with no right to participate in the management in the business and affairs of the LLC.". Following the trial, the court issued a written decision on December 23, 2009. 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. 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. The order of final judgment is affirmed, subject to the caveat concerning the sale of plaintiffs' shares discussed in Part III of this opinion. But no steps have been taken to make that possibility a reality. Suhas Kotbagi, MD (St. Lucia), MBA (Alagappa), (Associate Professor)Dr. Olha Puzyrenko, MD (Kiev), (Assistant Professor)Dr. Shakeel Ahmed Khan, MBBS, PG Dipl (Karachi), (Associate Professor)Dr. Vanaja Thirukkumaran, MD, (St. Lucia), (Assistant Professor)Dr. Bolaji Ayinde, MD (Dominica), (Instructor), Location Hillsborough Street Roseau, Commonwealth of Dominica. Subsection 3(a) has a normative component, requiring that the member's behavior be wrongful.10 Ibid. For example, the Treasurer had the authority to manage All Saints's finances. We further clarify that, despite what the parties and the trial judge may have otherwise assumed, N.J.S.A. at n.9, we would never agree the doctrine could be used as a sword to perpetrate an injustice. Alumni Mentorship Program Meeting Sessions this week! A-2628-09T1 ALL SAINTS UNIVERSITY OF MEDICINE ARUBA; ASUMA LLC; and RICHMOND PAULPILLAI, Plaintiffs, and JOSHUA YUSUF, Plaintiff-Appellant, v. GURMIT SINGH CHILANA, Defendant-Respondent, and PETER SILBERIE, Defendant. All Saints University School of Medicine offers 4-year (8 semesters) and 3-Year (6 semesters) Bachelor of Science degree programs in Nursing. See Kuhn v. Tumminelli, 366 N.J.Super. of Warren, 169 N.J. 282, 29192 (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. 42:2B24(b)(3)(c). 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. 42:2B24.1 (noting that the dissociated member has, subject to N.J.S.A. Meanwhile, Paulpillai, as Chief Administrative Officer, created the admissions criteria and recruited students. Offering one of the most affordable medical school tuition fee structures and a scholarship program, Take the First Step Towards Your M.D. ALL SAINTS UNIVERSITY OF MEDICINE ARUBA; ASUMA LLC; and RICHMOND PAULPILLAI, Plaintiffs, JOSHUA YUSUF, PlaintiffAppellant, v. GURMIT SINGH CHILANA, DefendantRespondent, PETER SILBERIE, Defendant. Ibid. (Ife), PhD (Vancouver) (Professor)Dr. Kayode Oyediran, MBBS (Ibadan), FMC Path (Assistant Professor), Dr. O. Oleksiiv, MD (Ukraine), (Associate Professor and Chair)Dr. Paul Issa, MD (Dominica), PGDip. 42:2B24(b) does not compel the sale of the shares of a dissociated member. Hence, the Operating Agreement's provision stating that the LLC members cannot be compelled to give up or sell their shares for any reason does not suffice to function as an election against the application of the involuntary dissociation provisions under the LLCA. It is unbelievable that I achieved this on the first try. Bernard Wishnia argued the cause for respondent. Aruba, No. Here, that presumptive date would have been the date of the final order of January 6, 2010. at 56061. We note that the new statute uses similar, but not identical, provisions as the LLCA concerning dissociation by judicial order. 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.
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