The Board also had the express authority to “grant others one or more of its powers, provided this is clearly described.”. 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. As N.J.S.A. By comparison, we review the trial court's determinations on legal issues de novo. FN4. The medical school is accredited by CAAM-HP and the Barbados Accreditation Council (BAC). Learn more about our admissions process, dual degree programs and concentrations. Among other things, Solomon testified that he employed the “income approach” to determining the fair value of the LLC. The two men resolved, with their collective experience, to establish another medical school in the Caribbean. The next day, after Yusuf and Paulpillai had left the office, Chilana asked Silberie to co-sign checks on the Smith Barney account and Silberie agreed. In January 2005, All Saints became operational, with an initial class of seventeen students. To begin paying ASUMA's expenses, Chilana sent fifty blank checks on the Smith Barney account to Yusuf and Paulpillai, which they respectively signed and returned to him. 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month following the enactment), the current LLC law (L. 1993, c. 210, and its 1997 and 2003 amendments) will be repealed, and the RULLCA will then be effective as to all LLCs. tit. In addition, the school's immigration problems were persisting, apparently because All Saints either did not pay or had been late in paying its taxes.5. Furthermore, a waiver of a known right must be clear, unequivocal, and decisive. 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. Following the trial, the court issued a written decision on December 23, 2009. Stay up-to-date with FindLaw's newsletter for legal professionals, Superior Court of New Jersey, Appellate Division. Dr. Joshua Demke. Yusuf” and “Dr. 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. 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. It has not injured the interests of ASUMA, or the Foundation, or the medical school, or the fellow shareholder/members in any way whatsoever. Pomerantz Paper Co. v. New Cmty. 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. Ch. We recommend using FN6. N.J.S.A. The email address cannot be subscribed. On May 5, 2007, Chilana filed a Certificate of Formation in New Jersey, organizing ASUMA LLC. It is true that [Chilana] participated in securing a third charter, as aforesaid, which could, in theory, be used to start a new medical school in Aruba, in contravention of the All Saints Aruba charter, which limits the [number] of medical schools on the island to two. 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. They haven't. The RULLCA will not take effect until 180 days beyond that enactment date, which is March 18, 2013. Co., 50 N.J.L. In February 2008, plaintiffs sent a letter to Smith Barney on All Saints letterhead and, relying on their combined majority interest in ASUMA, directed Smith Barney not to honor checks signed only by Chilana and Silberie. [9] [23] The institution is also recognized by the Educational Commission for Foreign Medical Graduates (ECFMG), Foundation for Advancement of International Medical Education and Research (FAIMER), and the World Health Organization (WHO). President of the All Saints University, Dr. Joshua Yusuf, congratulated the students on their achievements. at 12). He also challenges the court's conclusion that defendant's actions caused no harm to the LLC or to All Saints. 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. He did not use an “asset approach” because, although All Saints owned $230,000 in assets, “the value here is as a going concern,” not liquidation, and All Saints “was losing money.”   Solomon also rejected a “market value approach,” which considers transactions that are similar, because he could not find sufficiently similar transactions. Meanwhile, Paulpillai, as Chief Administrative Officer, created the admissions criteria and recruited students. 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. 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. denied, 172 N.J. 355 (2002), is instructive. Chilana.”   We also note that the parties' respective briefs are inconsistent in their use of the “Dr.” title for the opposing litigants. 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. 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. 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. 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. 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. The enforceability of this agreement is unclear. See Angel v. Rand Express Lines, Inc., 66 N.J.Super. 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. However, that perception was apparently inaccurate. For example, Yusuf challenges the court's findings that plaintiffs wrongfully failed to produce financial documents and student records, complaining that the judge did not identify the items that they failed to supply. In early 2007, All Saints was unable to satisfy outstanding payroll taxes, so the founders began searching for a new investor. Dominica. Here, that presumptive date would have been the date of the final order of January 6, 2010. Symeonides had been retained by Weiner..  FN7. Glueck, meanwhile, testified that the financial condition of All Saints was “tenuous,” and that its operations were “extremely difficult.”. In essence, the chronology depicts a host of problems and disagreements that beset the new medical school and the LLC formed to operate it. 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. Yusuf testified that he was not given the password to access the new Google account, and thus he could not monitor it. President of the All Saints, Dr Joshua Yusuf, made the disclosure at a cheque presentation and discourse with the Prime Minister of the Commonwealth of Dominica, Hon. 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. All Saints University School of Medicine - Dominica is committed to providing high quality education. 42:2B–44. FN4. 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.”. “Our sister institution located in St. Vincent and the Grenadines is American University of St. Vincent“. On April 30, 2008, the trial court entered an order to show cause with temporary restraints. But, regardless of whether that justification applies, the reality is that plaintiffs' objections did lead to the accounts being frozen, at a time when the school's operations vitally needed access to these accounts. The context here, involving a financial valuation expert relying upon the input of a company accountant and the company's principals, is fundamentally different. Jacob Wynne, MD ... 2020, University of Cincinnati School of Medicine, MD 2015, Georgetown University, MS, Psychology/Biophysics 2013, University of Georgia, BA, Journalism/Biology. In particular, Yusuf argues that defendants breached their fiduciary duties in several respects. See Pheasant Bridge Corp. v. Twp. Yusuf testified that he was attempting to compromise by permitting Silberie to sign checks, but prevent him from signing with Chilana. “ ‘[W]e do not disturb the factual findings and legal conclusions of the trial judge unless we are convinced that they are so manifestly unsupported by or inconsistent with the competent, relevant and reasonably credible evidence as to offend the interests of justice[. 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. Weiner was able to resolve this student's lawsuit. 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