Joshua Yusuf is the Director and President of the academy. As we have previously noted in Part II(B), supra, of this opinion, dissociation pursuant to N.J.S.A. L. 2012, c. 50, §§ 91, 95, and 96. 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. Man Choi Chiu v. Chiu, 896 N.Y.S.2d 131, 132 (App.Div.2010) (in a situation where the operating agreement did not include a provision for expelling members from the LLC formed under New York law, the court dismissed the dissociation petition since the New York LLC statute, unlike New Jersey's LLCA, does not provide for judicial dissociation). Chilana.” We also note that the parties' respective briefs are inconsistent in their use of the “Dr.” title for the opposing litigants.. FN1. 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. 42:2B–66(a) instructs, the LLCA “is to be liberally construed to give the maximum effect to the principle of freedom of contract and to the enforceability of operating agreements.”. 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. Natalie A. Derise, M.D. Shortly before trial, on September 4, 2009, Silberie agreed to sell his interest in ASUMA to Chilana for the nominal consideration of one dollar. Sebring held that a partner's failure to make capital contributions to a partnership in breach of the partnership agreement warrants dissolution of the partnership and the consequent expulsion of that partner. To avert disaster, Chilana eventually assumed plaintiffs' obligations by infusing his own additional personal funds into the business. However, such a potential solution was not an alternative here, because the Operating Agreement forbids such a forced sale. The Orthopedic Institute Of Wisconsin 3237 S 16th St Ste 210 Milwaukee, WI 53215. 42:2B–39 to resign as a member of the LLC and to receive within a reasonable time “the fair value of his [LLC] interests as of the date of resignation[. at 428–32; see N.J.S.A. As for the valuation date used, the court in Denike v. Cupo, 394 N.J.Super. Although plaintiffs initially had sought dissociation of defendants from the LLC, Yusuf has not sought such a remedy on appeal. On February 6, 2008, Smith Barney responded to plaintiffs' letter by suspending activity on the account. If the parties were indeed mistaken as to this, then it may be unfair, in hindsight, to enforce the stipulation and to now require Yusuf to tender his shares in the LLC for zero value. See N.J.S.A. The Operating Agreement did, however, make clear that Board decisions required a unanimous vote of the directors. However, the court noted in its opinion that the parties had stipulated to July 31, 2008, as the applicable valuation date. See Kuhn v. Tumminelli, 366 N.J.Super. He requested injunctive relief, seeking to have the court authorize him “to act solely on behalf of [All Saints].”. All Saints faculty are all highly experienced, knowledgeable and committed professors who retain an MD or Ph.D. or both degrees. Alternatively, plaintiffs could have retained their economic interests in the LLC as passive assignees. 22K likes. It also contains a more detailed section regarding the effect of a person's dissociation as a member. The waiver of a legal right must be effective. September – December 2020 (Fall) Semester to be conducted ONLINE. By extension of the principle of freedom of contract articulated in the LLCA and in Kuhn, involuntary dissociation is a concept that LLC members may define for themselves, but only if they make their intentions to depart from the LLCA sufficiently clear. 703 (authorizing expert witnesses to rely on facts and data reasonably relied upon by others in the expert's field, even if such facts and data are not admitted as evidence).18. FN18. 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. They listed the foundation with the Aruba Chamber of Commerce, as a precondition for the charter to be issued. For the reasons that follow, we affirm the trial court's final judgment ordering plaintiffs' dissociation from the LLC. 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). Yale School of Medicine. On the same date, the principals of All Saints entered into an agreement with the government. ]” (Emphasis added). Emeka Obiodunukwe ... MPH at Walden University Nigeria. 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. MO State Medical License 2017 - 2021. 221 (E. & A. An expert must give the “why and wherefore” of his or her opinion, rather than a mere conclusion. Please note that we cannot finalize processing of your application until you have paid the application fee and submitted your transcripts for evaluation. 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. 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. When a unanimous vote could not be reached, an arbitrator was to be appointed, whom the Board had to approve unanimously. Chilana responded by e-mail, accusing plaintiffs of also signing checks in breach of Paragraph 7F. We offer no comment about the impact, if any, that our exclusive reliance upon subsection 3(c) may have on the Aruba court's May 22, 2010 decision relying upon the Chancery judge's findings of wrongful conduct by plaintiff.. FN12. The Dean of All Saints, Lakhinder Kanwar, referred Yusuf to Chilana, an obstetrician and gynecologist licensed in New Jersey and practicing in Paterson. 458, 467 (App.Div.2001) (noting, by analogy, that proof of the proximate causation of damages is an element of a malpractice cause of action alleging breach of fiduciary duty by an attorney). Nor does the parties' Operating Agreement in this case allow for such a forced sale. 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. Co-plaintiff Paulpillai has not participated in the appeal, nor has co-defendant Silberie. 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. at 440; Union Cnty. “Our sister institution located in St. Vincent and the Grenadines is American University of St. Vincent“. Two signatories were needed to authorize checks on the CMB account, which could be Silberie and “at least one other director or Dean,” including Chilana. In light of these proofs, we reject Yusuf's claim that Solomon's testimony on valuation comprised improper net opinion. The court appointed Richard H. Weiner, an attorney, as Special Fiscal Agent for the LLC. Student at All saints school of medicine Lagos, Lagos, Nigeria 6 connections. These textual differences, on the whole, make it easier to justify dissociation under subsection 3(c) than 3(a). Copyright © 2021, Thomson Reuters. 42:2B–24(b) is read to afford judges the discretion to withhold dissociation as a remedy even where the necessary criteria are met, the trial judge here did not abuse such presumed discretion. 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. Roosevelt Skerrit, on December 19, 2017. 42:2B–24(b). Prophet TB Joshua of the Synagogue Church of All Nation (SCOAN) has recently spoken about his family to newsmen, talking about his wife and daughters. 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. Some checks that had already been issued on the accounts bounced. We disagree. President of the All Saints University, Dr. Joshua Yusuf, congratulated the students on their achievements. 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). 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. MedicineNet ... Orthopaedic Surgery and Sports Medicine (414) 384-6700. Our graduates move on to a number of different careers or subspecialty training tracks, including fellowship training; academic careers with teaching, research, clinical, and administrative roles; private sector clinical and administrative careers; and private practice including solo, group, and telepsychiatry practice. Chilana was the only authorized signatory on the Citibank account. In its oral opinion, the court described plaintiffs' failure to provide the tuition-related records as “outrageous,” “a farce,” “contemptuous,” and “evasive.” Specifically, the court ruled that: [T]here will be an inference that [Yusuf and Paulpillai] have converted the money for the entity for their own purposes. FN14. We also do not lose sight of the fact that plaintiffs themselves have an eighty percent interest in another medical school in Dominica.. FN16. We sustain the trial judge's analysis of these points. After the medical school developed a host of financial and other problems, litigation over the entity's operations ensued in the Chancery Division involving the LLC's four shareholders, plaintiffs Joshua Yusuf and Richmond Paulpillai, and defendants Gurmit Singh Chilana and Peter Silberie.1 The trial court appointed a fiscal agent to oversee the LLC's affairs. FN2. Meanwhile, in the paperwork submitted to Smith Barney, Chilana and Yusuf were designated as ASUMA's “managing members.”. He questioned Glueck about whether, if fifty-five students and twenty clinical students paid tuition, and the litigation fees, such as Weiner's fee and his fee, were subtracted from the cost of operation, the school's annual profit hypothetically would be $580,220. 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. Sometime in March 2008, Chilana and Silberie applied to the Aruba government for a charter to operate another medical school. Dr. Yusuf Agamawi, MD is an otolaryngologist in Saint Louis, Missouri. He did not know whether her problem had predated Chilana's involvement in All Saints. Jacob Wynne, MD ... 2020, University of Cincinnati School of Medicine, MD 2015, Georgetown University, MS, Psychology/Biophysics 2013, University of Georgia, BA, Journalism/Biology. 42:1–32(a)(d). at *20. Cf. All Saints University College of Medicine, St. Vincent and the Grenadines offers 5-Year and 4-Year MD Degree programs. (emphasis added). Symeonides had been retained by Weiner. Dominica. FN14. We decline to second-guess the trial judge's disposition of these issues relating to defendants' own conduct. Yusuf does, however, retain the right to do so if he resigns pursuant to N.J.S.A. 42:2B–24(b)(3)(c). The context here, involving a financial valuation expert relying upon the input of a company accountant and the company's principals, is fundamentally different. Although Glueck agreed with that arithmetic, he disagreed with plaintiffs' inclusion of revenue from fifteen students who were scheduled to graduate soon. 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. Certifications & Licensure. 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). On May 3, 2007, the four parties executed an Operating Agreement for ASUMA.3 As contemplated, Chilana received 250 shares in All Saints, which represented a twenty-five percent minority interest, in exchange for his $500,000 contribution. As a result of these accounts being frozen, the parties had difficulty paying teacher salaries, rent, and taxes. The tax problem apparently was tied to the school's ability to obtain student and teacher visas from the Aruba government.. FN5. We recognize that the parties hotly dispute the wrongfulness of plaintiffs' actions as to the bank accounts. Such assignees are entitled to receive distributions and “allocation of income, gain, loss, deduction, or credit[. Meanwhile, Chilana infused at least $250,000 in funds to All Saints since obtaining the other charter. Although Yusuf and Chilana have professional degrees, we refrain, solely for stylistic reasons and without any disrespect, from referring to them as “Dr. As to subsection 3(c), the court was persuaded that plaintiffs had engaged in conduct which “makes it not reasonably practicable to carry on the business of the LLC with them as members.”. The Recruitment of Chilana and the Formation of the LLC. 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. 14A:12–7, governing the involuntary dissolution of corporations, a statute that does not contain the “not reasonably practicable” language used in the LLCA. The second charter was issued to Xavier University School of Medicine (“Xavier”). 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. In effect, this modified agreement resulted in Silberie being no longer needed to co-sign withdrawals from the CMB account, as the Operating Agreement had required. 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. N.J.S.A. FN10. CU Medicine Today . Chilana testified that, as of the time of trial, he had not been reimbursed for his emergency cash infusion. Yusuf explained that he did not want Chilana and Silberie co-signing checks together because he feared they would not tell Paulpillai and him the reasons for withdrawing funds. Chilana could not become Treasurer because, pursuant to the Articles, that title rotated only among the founding members every two years. Chilana sought such emergent relief because All Saints required immediate capital to continue operating into the next semester. 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. Dominica. at *16, *20. 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. Yusuf holds a doctorate degree in science. 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. ]” N.J.S.A. 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. We reject Yusuf's misplaced reliance on Agha v. Feiner, 198 N.J. 50, 63–64 (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. Ramona McDowall Teacher at MOE St Vincent and the Grenadines. High School graduates can enter PreMed. Firefox, or FN7. Yusuf subsequently appealed the final judgment to this court. Ibid. Although Yusuf and Chilana have professional degrees, we refrain, solely for stylistic reasons and without any disrespect, from referring to them as “Dr. 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. Joshua has 6 jobs listed on their profile. ]” N.J.S.A. The issues litigated in this case require our application of the LLCA, the operative statute that was in force at the time of the parties' actions and the trial court's rulings, and which remains in force as of the time of this appeal.9 Section 2B–24 of the LLCA provides that “[a] member shall be dissociated from a limited liability company upon the occurrence of any of the following events,” as enumerated in subsections (a) and (b) of the provision and the various subparts of those subsections. 42:2B–24(b) does not compel the sale of the shares of a dissociated member. 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. The judge rightly concluded that judicial dissociation under N.J.S.A. View Joshua Yusuf's business profile as President at All Saints University. 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. In a nutshell—. We accord considerable deference to the discretion of the judges who make such equitable rulings. Plaintiffs supplied the academic records of one of those students to Weiner, but those records were incomplete. We note the adjective “wrongful” is not defined in the statute. Pomerantz, supra, 207 N.J. at 372. There are two campuses in Saint Vincent and the Grenadines, one in Kingstown and the other in Arnos Vale, along with its administrative base in Toronto, Ontario. View Joshua Yusuf’s profile on LinkedIn, the world’s largest professional community. Problems Emerging With the Business and the Parties' Relationships. 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. The trial court was not obligated to reject Solomon's opinion on valuation. Meanwhile, Chilana infused at least $250,000 in funds to All Saints since obtaining the other charter.. FN6. Since Paulpillai did not appeal the Chancery judge's findings, the Aruba court deemed the findings to be final against him, and thus removed him individually from the Board. The trial judge was free, in his discretion, to rely on Solomon's unrebutted expert opinion. So I'm not going to sanction. 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. Join to Connect ... Joshua Obasi Kalu Medical Officer Nigeria. By continuing to use this website, you consent to the use of cookies in accordance with our Cookie Policy. 431, 440 (App.Div.) It advised that “going forward we will require the signatures of all four partners to effect transactions [. On January 14, 2010, Chilana petitioned the Court of First Instance in Aruba to remove Yusuf and Paulpillai from the Board, relying on the Chancery judge's decision in this case. In particular, Yusuf argues that defendants breached their fiduciary duties in several respects. The government also agreed to issue no more than two charters for a medical school in the country. Following the trial, the court issued a written decision on December 23, 2009. at § 47. 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). Solomon also apparently requested to speak with plaintiffs, but he was unable to do so. 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.”. A member's dissociation from an LLC pursuant to the statute does not cause that member to “sell” or “give up” economic rights involuntarily in the LLC. Solomon did acknowledge that he took Symeonides's general ledger at face value due to Symeonides's reputation, but he did not do the same with Symeonides' income projections. FN7. But no steps have been taken to make that possibility a reality. Students may also choose to rotate at approved teaching hospitals in other countries of their choice upon prior arrangement with our clinical department. All Saints University School of Medicine, Dominica (ASUSM, Dominica) is recognized by FAIMER and listed in the World Directory of Medical Schools with an ECFMG Sponsor Note stating the graduation years of 2006 – Current. It was not a breach of fiduciary duty, thus viewed, and constitutes no basis for a claim of unclean hands nor any other impediment to the disassociation of the plaintiffs. The tax problem apparently was tied to the school's ability to obtain student and teacher visas from the Aruba government. Glueck, meanwhile, testified that the financial condition of All Saints was “tenuous,” and that its operations were “extremely difficult.”. The final issue raised by Yusuf concerns the trial court's determination that his ownership interest in the LLC had no positive value as of the stipulated date of valuation, July 31, 2008. 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. The trial judge was entitled to consider that opinion as competent proof. N.J.S.A. 544, 559 (App.Div.1997); see also Beseman v. Pa. R.R. University of Mississippi School of Medicine. Solomon declined to consider Chilana's 2007 purchase of his shares in All Saints as such a similar transaction, because that $500,000 purchase price did not derive from a financial valuation conducted prior to the sale, but rather had resulted from the parties' negotiations. Yusuf and Paulpillai were authorized to sign checks on both accounts. Having confirmed that the LLCA's dissociation provisions do indeed apply to the parties' LLC, we now turn to the substance of the trial court's decision. Plaintiffs' counsel elicited testimony from Glueck on cross-examination regarding the income projections prepared by Symeonides. FN9. 42:2B–24(b)(3) of the New Jersey Limited Liability Company Act (“LLCA”), N.J.S.A. Yusuf now singularly 2 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. Here, the Operating Agreement contains no language that clearly indicates that the members of the LLC, by agreeing to its terms, knowingly waived the applicability of judicial dissociation under N.J.S.A. If this is an emergency, call 911 or go to your nearest emergency department.. For your safety, please select a MyChart video visit on demand or call our MyCare Advice Line at 844-262-1949 before scheduling if: . 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. Pomerantz Paper Co. v. New Cmty. 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. Yusuf initially served as the school's Chief Academic Officer. 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. Corp., 207 N.J. 344, 372–73 (2011); Buckelew v. Grossbard, 87 N.J. 512, 524 (1981). We note that defendants' appellate brief similarly focuses upon the application of subsection 3(c), with little discussion of the proofs or legal analysis relating to subsection 3(a). As N.J.S.A. 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. ), certif. He argues that this same principle should apply here to the LLC, citing Musto v. Vidas, 281 N.J.Super. Subsection 3(a) also requires actual harm to the enterprise, demanding proof that the member has committed wrongs that already have “adversely and materially affected” the LLC's business. We note the adjective “wrongful” is not defined in the statute. Yusuf initially served as the school's Chief Academic Officer. All Saints University holds information seminars throughout the world. 6, § 18–802 (2011). Chilana again urged the others to adopt this solution by an e-mail sent the following day. We offer no comment about the impact, if any, that our exclusive reliance upon subsection 3(c) may have on the Aruba court's May 22, 2010 decision relying upon the Chancery judge's findings of wrongful conduct by plaintiff. The Legislature very recently passed comprehensive new legislation concerning New Jersey's LLCs, L. 2012, c. 50. Internet Explorer 11 is no longer supported. FN12. “[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. The parties continued to dispute, however, the authorized signatories for the Smith Barney account. The perilous situation required Chilana to make an emergency loan to pay the school's expenses, including the salaries of teachers and staff who had threatened to walk out and to report the situation to the Aruba labor authorities. 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