1.

Contract Law:
Explain the important clauses that have to be contained in the partnership agreement
between Mrs. Selma and Mr. Yahya when they establish the Potato café. Why are these
clauses important to be included in the partnership agreement?
According to Article 1320 of the Civil Code (KUHPerdata), the important clauses that have to
be contained in the partnership agreement are:
 There is an agreement between the two parties. In this case, Mrs. Selma and Mr.
Yahya already made an agreement between themselves.
 Ability to carry out legal action. Based on Article 1320 of the Civil Code, both Mrs.
Selma and Mr. Yahya has the capacity to carry out legal action, which for man have to
be aged 21 years old and for woman a minimum age of 19 years old.
 Object availability. The object should be clear, and in this case, the object of agreement
is the Potato Café.
 Legal cause. The service which are provided in the Potato café is legal by law.

2. Company Law (Business Organization):

a. What should Mrs. Selma and her partners do to set up the PT?
Based on Article 7, UU No.40 Year 2007, the procedures in setting up a PT are:
 The Company should be established by 2 (two) or more people based on a notarial
deed drawn up in the Indonesian language.
 Each founder of the Company is obliged to subscribe shares upon the establishment of
the Company.
 The provision as referred to in paragraph (2) does not apply in the context of
Consolidation.
 The Company obtains legal entity status on the date of the issuance of Ministerial
Decree regarding the ratification of the Company's legal entity.
 If after the Company obtains its legal entity status and the number of shareholders
becomes less than 2 (two) people, then within the period of not later than 6 (six) months
as from such condition, the relevant shareholder is obliged to transfer part of his/her
shares to other persons or the Company shall issue new shares to other persons.
 In the event that the time period as referred to in paragraph (5) has exceeded, and there
 is still less than 2 (two) shareholders, the shareholders shall be personally liable for all
agreements/legal relationship and the Company’s loss, and upon the request of the
interested party, the District Court may wind up the Company.
 The provision which requires the Company to be established by 2 (two) or more
persons as referred to in paragraph (1), and the provision on paragraph (5), as well as
paragraph (6) do not apply to:
o State Owned Limited Liability Company; or
o Companies managing security exchange, clearing house and underwriting,
custodian and settlement institution, and other institutions regulated in the Law on
Capital Market.

b. What is the responsibility of the board of directors if the losses suffered by PT are
caused by the directors' faults and omissions?
Based on Article 97 Paragraph 3, UU No. 40 Year 2007, which states that each member of
the Board of Directors shall fully personally liable for the Company’s losses if the Director
concerned is at fault or negligent in carrying out his/her duties.

Whereas in Paragraph 5, it is stated that members of the Board of Directors cannot be held
liable for the losses contemplated in paragraph (3) if they can prove that:

a. the losses were not due to their fault or negligence;

b. they carried out the management in good faith and with prudence in the interests of
and in accordance with the purpose and objectives of the Company;
c. they do not have a direct or indirect conflict of interest in the action of management
that caused the losses; and they took action to prevent the losses from arising or
continuing.

c. Explain how (legal) responsibility distributed for the 3 parties involved in this
business!
Mr. Yahya as Director
Mr. Yahya acting as Director is legally responsible based on Article 97, UU No. 40 Year
2007, which states that:
1. Boards of Directors shall be responsible for the management of Companies as
contemplated in Article 92 paragraph (1).
2. The management contemplated in paragraph (1) shall be performed by each member of
the Board of Directors in good faith and full liability.
3. Each member of the Board of Directors shall fully personally liable for the Company’s
losses if the Director concerned is at fault or negligent in carrying out his/her duties in
accordance with the provisions contemplated in paragraph (2).
4. In the event that a Board of Directors consists of 2 (two) or more members of the Board
of Directors, the liability contemplated in paragraph (3) shall be joint and several for
each member of the Board of Directors.
5. Members of the Board of Directors cannot be held liable for the losses contemplated in
paragraph (3) if they can prove that:
a. the losses were not due to their fault or negligence;
b. they carried out the management in good faith and with prudence in the interests of
and in accordance with the purpose and objectives of the Company;
c. they do not have a direct or indirect conflict of interest in the action of management
that caused the losses; and
d. they took action to prevent the losses from arising or continuing.
6. On behalf of the Company, shareholders representing at least 1/10 (one tenth) of the
total number of shares with voting rights may file suit through the district court against
the members of the Board of Directors who by their fault or negligence gave rise to the
losses for the Company.
7. The provision contemplated in paragraph (5) do not reduce the right of other members
of the Board of Directors and/or members of the Board of Commissioners to file suit on
behalf of the Company.

Mrs. Selma as Commissioner

Mrs Selma as Commissioner of the company is legally responsible based on Article 114, UU No.40
Year 2007, which states that:

1. Boards of Commissioners shall be responsible for the supervision of the Company as

contemplated in Article 108 paragraph (1).
2. Each member of the Board of Commissioners shall perform in good faith, prudence, and
responsibility the tasks of supervising and giving advice to the Board of Directors as
contemplated in Article 108 paragraph (1) in the interests of the Company and in
accordance with the Company’s purpose and objectives.
3. Each member of the Board of Commissioners shall share in personal liability for the
Company’s losses if the Commissioner concerned is at fault or negligent in performing
the tasks contemplated in paragraph (2).
4. In the event that a Board of Commissioners consists of 2 (two) or more members of the
Board of Commissioners, the liability contemplated in paragraph (3) shall be apply
jointly and severally to each member of the Board of Commissioners.
5. Members of Boards of Commissioners may not be held liable for the losses
contemplated in paragraph (3) if they can prove that:
a. they have carried out their supervision in good faith and prudence in the interests of
the Company and in accordance with the Company’s purpose and objectives;
b. they do not have any direct or indirect personal interest in the actions of management
of the Board of Directors which caused the losses; and
c. they have given the Board of Directors advice to prevent the losses arising or
continuing.
6. On behalf of the Company, shareholders representing at least 1/10 (one tenth) of the
total number of shares with voting rights may sue in the district court members of the
Board of Commissioners who because of their fault or negligence gave rise to losses to
the Company.

Ms. Rosita as Shareholder

Based on Article 3, UU. No. 40 Year 2007, Ms. Rosita as Shareholder is responsible for:

1. Companies’ shareholders are not personally liable for legal relationships entered into on
behalf of the Company and are not liable for the Company’s losses in excess of the
shares they own.
2. The provisions contemplated in paragraph (1) do not apply if:
a. The requirements for the Company to be a legal entity have not been or are not
fulfilled;
 b. The shareholder concerned directly or indirectly exploits the Company in bad faith
in his/her personal interest;
c. The shareholder concerned is involved in illegal acts committed by the Company;
or
d. The shareholder concerned directly or indirectly illegally uses the Company’s assets
with the result that the Company’s assets become insufficient to pay off the
Company’s debts.
3. Labor/Manpower Law:
a. Is it possible for the employees of The Potato’s cafe resto and bungalow enforce their
labor rights and seek compensation from PT Grand Pundi?
Yes, based on Paragraph 1 of Article 156, UU No.13 Year 2003, which states that: “Should
termination of employment take place, the entrepreneur is obliged to pay the dismissed
worker severance pay and or a sum of money as a reward for service rendered during his or
her term of employment [reward-for-years-of-service pay] and compensation pay for rights
or entitlements that the dismissed worker/ labourer has not utilized.” In conclusion the
employees is possible to enforce their labor right and seek the compensation from PT. Grand
Pundi.

b. Is the step taken by employees correct? If not, what should they do?
Yes, the step taken by the employees are correct. This based on Article 171, UU No. 13
Year 2003, which states that:
“If workers/ labourers whose employment is terminated without the decision of the institute
for the settlement of industrial relation disputes as referred to under subsection (1) of Article
158, subsection (3) of Article 160 and Article 162 cannot accept the termination of their
employment, the workers/ labourers in question may file a lawsuit to the institute for the
settlement of industrial relation disputes within a period of no later than 1 (one) year since
the date on which their employment was terminated.”

4. Unfair Business Practice

Based on the case above, the market control that PT. Grand Pundi did can be categorized
as unfair business practice? Explain!
 Based on the case, PT. Grand Pundi has implemented monopolistic behavior by forbidding
other restaurants to be established around Bamboo Café Resto and Bungalow. This is an unfair
business practice based on Article 17, UU No. 5 Year 1999, which states that:
1. Business actors shall be prohibited from controlling the production and or marketing of
goods and or services which may cause monopolistic practices and or unfair business
competition.
2. Business actors shall be reasonably suspected or deemed to control the production and or
marketing of goods and or services as intended in paragraph (1) in the following events:
a. There is no substitute available yet for the goods and or services concerned; or
b. Causing other business actors to be unable to enter into business competition for the
same goods and or services; or
c. One business actor or a group of business actors controls more than 50% (fifty per cent)
of the market share of a certain type of goods or services.

5. Intellectual property law

According to the case below, please explain what the issue of intellectual property law is?
Based on the case, the Potato café and bungalow intentionally use a logo form one of a
trademark of a famous restaurant which is considered a registered trademark. In other word, the
café use the logo as a whole without any effort to make a modification. As refer to article 2, uu
no 20 year 2016 “The protected brand consists of signs in the form of images, logos, names,
words, letters, numbers, color arrangements, in the form of 2 (two) dimensions and / or 3 (three)
dimensions, sound, hologram, or a combination of 2 (two) or more of these elements to
distinguish goods and / or services produced by people or legal entities in the activities of
trading goods and / or services.” In this case the café is clearly violating the rules.

6. Alternative Dispute Resolution (ADR)

a. What should be contained in the written agreement to settle dispute through
arbitration?
Based on Paragraph 3 Article 9, UU No. 30 Year 1999, the points which needs to be
contained in the written agreement to settle dispute through arbitration are:
a. The subject matter of the dispute;
 b. The full names and addresses of residence of the parties;
c. The full name and place of residence of the arbitrator or arbitrators;
d. The place the arbitrator or arbitration panel will make their decision;
e. The full name of the secretary;
f. The period in which the dispute shall be resolved;
g. A statement of willingness by the arbitrator(s); and
h. A statement of willingness of the disputing parties that they will bear all costs necessary
for the resolution of the dispute through arbitration

b. Name the dispute resolution processes that can be done before they go to the
arbitration. Explain the differences of these processes.
The alternative dispute resolution process that can be done before they go to arbitration are
explained on Article 6, UU No. 30 Year 1999, which states that:
1. Disputes or differences of opinion that are not of a criminal nature may be resolved by
the parties through Alternative Dispute Resolution (“ADR”) based on their good faith,
by waiving such resolution by litigation in the District Court.
2. Resolution of disputes or differences of opinion through ADR, as contemplated in
paragraph (1), shall be carried out through a direct meeting of the parties not later than
fourteen (14) days and the outcome shall be set out in a written agreement.
3. In the event the dispute or difference of opinion cannot be resolved, as contemplated in
paragraph (2), then by a written agreement of the parties, the dispute or difference of
opinion between the parties may be resolved through the assistance of one or more
expert advisors or a mediator.
4. If the parties fail to reach an agreement as to the resolution of such dispute within
fourteen (14) days with the assistance of one or more expert advisors or a mediator, or
the mediator is not successful in reconciling the parties concerned, such parties may
request an Arbitration or ADR Institution to appoint a mediator.
5. After the appointment of the mediator by such arbitration or ADR institution, the
mediation process shall be commenced within seven (7) days.
6. Efforts to resolve disputes or differences of opinion through mediation, as contemplated
in paragraph (5), shall be undertaken in confidentiality. The settlement reached shall be
 set out in a written agreement, signed by all parties concerned, within thirty (30) days.
7. The written agreement for such resolution of the dispute or difference of opinion shall
be final and binding on the parties concerned, shall be implemented in good faith, and
shall be registered in the District Court within no more than thirty (30) days after it has
been signed.
8. The agreement for resolution of the dispute or difference of opinion contemplated in
paragraph (7) shall be completely implemented within no more than thirty (30) days
after its registration.
9. If attempts to reach an amicable settlement, as contemplated in paragraphs (1) to (6),
are unsuccessful, the parties, based on a written agreement, may submit the matter to
resolution by an arbitration institution or ad-hoc arbitration.

c. Can the above case be resolved in court? Explain your answer!

Yes, it can be resolved in court. But if there is already a written arbitration agreement, then
the case cannot be resolved in court. This is explained in Article 11, UU No. 30 Year 1999,
which states that:
1. The existence of a written arbitration agreement shall eliminate the right of the parties
to seek resolution of the dispute or difference of opinion contained in the agreement
through the District Court.
2. The District Court shall refuse and not interfere in settlement of any dispute which has
been determined by arbitration except in particular cases determined in this Act.