CASE 1

Ms. Wanda Thau, 21 years old, worked as part-time designer. She and two of her friends,
Ms. Nona and Mr. Raffi, recently came to an agreement to establish an interior design
company, meeting the demands of many of their friends.
Ms. Nona owned a printing company and furniture manufacturing company, while Mr.
Raffi own some inheritance of 5 billion Rupiahs to be used as capital. One day, they have a
project to design an apartment in Bandung, owned by their friend.
Ms. Wanda designed wallpaper pattern and a retro coffee table, then has Ms. Nona to
print the wallpaper and made the coffee table. Within a month, Ms. Wanda found her designed
coffee table in the furniture megastore i-Kea.
Turns out, Ms. Nona’s factory also supplied furnitures for i-Kea, and a furniture designer
for the store, Mr. Ferguson, a British, asked Ms. Nona to re-produce the design, and then he
distribute the coffee table to i-Kea.
Mr. Raffi acted on behalf of the interior design company to make an agreement with PT
Jupe Setia, owner of the restaurant franchise “Jupe Fried Chicken” to supply the PT’s
restaurants with furniture. Mr. Raffi cannot meet the deadline for delivering the furniture to
the 3 restaurant branches in Bandung. PT Jupe Setia file a lawsuit to the interior design
company.

QUESTIONS
1. What type of Business Organization would be suitable for the interior design company?
Explain and give the organization structure for this company.
2. What kind of Intellectual Property Right applicable for the design of wallpaper print and
coffee table? Who will have the rights over the designs?
3. Can Ms. Wanda file a lawsuit that Mr. Ferguson and Ms. Nona had stole her design? Explain!
4. What kind of dispute settlement can be applied to the problem between Mr. Raffi and PT
Jupe Setia?

ANSWER
1. In this case it can be said that a suitable business organization is a partnership of Firms.
Based on article 16 of the law on commercial law, the firm can be interpreted as a

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 partnership held to run a company by using a joint name. In the above case, Ms. Wanda
and his two friends, Ms. Nona and Mr. Raffi, have reached an agreement to establish
an interior design company, where each member has their respective roles. Like Ms.
Wanda who has the skills as a designer, Ms. Nona who owns a printing company and a
furniture maker, and Mr. Raffi has a heritage of Rp. 5,000,000,000. One reason I
mention the Firm as a business organization that is suitable for this case is because the
Firm is not a legal entity because it does not qualify to become a legal entity. As we
know, one of the requirements of a legal entity is a separate company property with the
owner's personal wealth. In a firm, the owner's personal wealth is not separate from the
company's wealth and there are no specific laws governing the firm. As in the case, Mr.
Raffi uses his personal wealth which is inherited. And also all members of the company
take part or are active in the company. As an interior design company suitable
organizational structures are as follows:

2. Industrial design rights are the most suitable, a design is considered as intellectual
property rights because it is the result of personal work from one's thoughts and
creativity. As stated in Law No. 31 of 2000 article 1 paragraph 1 concerning industrial
design, it is stated that "Industrial Design is a creation of the shape, configuration, or
composition of lines or colors, or lines and colors, or a combination thereof which is

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 three-dimensional or two dimensions that give an aesthetic impression and can be
realized in a three-dimensional or two-dimensional pattern and can be used to produce
a product, item, industrial commodity, or handicraft ". Industrial design rights must also
be new works and do not violate religion, legislation, morality, and public order. The
right to the design of wallpaper and coffee tables is absolutely owned by Ms. Wanda,
but if Ms. Wanda has an agreement with an interior design company where the
copyright of each design belongs to the company, so the intellectual property rights
belong to the company and can be used by Ms. Nona or Mr. Raffi. Ms. Wanda can also
sue I-Kea for selling products with designs that have been made by Ms. Wanda without
prior permission.

3. Not! Because Ms. Wanda did not / did not register the design in the Director General
of Intellectual Property Rights (Intellectual Property Rights). Therefore Wanda has no
right to sue Nona for the theft of the design. But if Ms. Wanda have an agreement with
an interior design company where the copyright of each design belongs to the company,
Ms. Wanda cannot sue Ms. Nona but Ms Wanda can sue Mr. Ferguson with the name
of an interior design company for selling goods with designs made by Ms. Wanda
without asking permission first and sell it to I-Kea as a distributor.

4. In resolving disputes that occur in such cases, it is recommended to use non-litigation

measures. There are several ways to resolve disputes, including mediation, conciliation,
negotiation and arbitration. And in my opinion the best is to use the negotiation step
between the interior design company where Mr. Raffi is the person who acts to make
decisions early without discussing with his business partners and PT. Jupe Faithful.
This can also enter into the litigation step because Mr. Raffi has violated the treaty law
which is regulated based on the principle of freedom of contract in article 1338 of the
Criminal Code, the parties to the contract are free to make an agreement, whatever the
content and form stated: "All agreements that are legally made apply to the law for them
who made it ", and also not permitted to violate the legal conditions in the agreement
regulated in KUHPer article 1320-1337, namely:
a. The agreement means that there is a free will between the parties regarding the
main things desired in the agreement. In this case, the parties must have a free
(voluntary) willingness to bind themselves, where the agreement can be stated
expressly or secretly. Free here means that it is free from oversight (dwaling,

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 mistake), coercion (dwang, dures), and fraud (bedrog, fraud). In a contrario,
based on article 1321 KUHPer, the agreement becomes invalid, if the agreement
occurs because of elements of oversight, coercion or fraud.
b. Capacity of the parties. According to article 1329 of the Criminal Code,
basically all people are capable in making agreements, unless determined
incompetent by law.
c. Regarding certain things. Certain things mean what is promised the rights and
obligations of both parties, at least the items intended in the agreement are
determined by type. According to article 1333 of the Criminal Code, the object
of the agreement must cover certain items whose types can be at least
determined. Article 1332 of the KUHPer determines that the object of the
agreement is goods that can be traded.

CASE 2
Mr. Djuanda (21 years old), a student of Bandung School of Business and Management
is taking the subject of Business Experience on his 4 th semester. He and 19 other students
are instructed to establish a business, create a product and sell them to the public, as part of
their project.
Mr. Djuanda’s group established a “company” under the name “Transformers” and they
are making two products: a mouse that can be transformed into a toy car and customized T-
Shirt (where buyers can asked for customized picture to be printed in the t-shirt).
“The Transformers” got a 40 million Rupiahs loan from Bank Pundi Duit, by putting Mr
Djuanda’s car papers (BPKB) which is under Mr. Djuanda Sr. (Mr. Djuanda’s father) name.

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 Mr. Djuanda signed the loan agreement as the Director of “Transformers”, and the other
students in his group also sign it as witnessess, by getting their parents acknowledge it as part
of the school project.
On one occasion, when “The Transformers” opens a booth in an exhibition, a Man said
that their product of mouse-car is really interesting, asking if they already register the product
to the Dirjen HKI. The marketing manager of the company answered ‘no’ and the man said
that they actually have an opportunity to gain more benefits by doing so. The man eventually
bought two of the mouse-car.
A month later, the same product was sold in Electronic Megastore all-over Indonesia. At
the same time, the vendor that has the custom-made t-shirt made for “Transformers” did not
delivered the order on time, causing big loss because the buyers demand their money back.
By the end of the semester, when the business group had to report the result of their
project, it turns out that they suffered a big loss because the mouse-car selling is not
successful, so they cannot re-pay their loan to Bank Pundi Duit.

QUESTIONS
1. Is Mr. Djuanda allowed to sign the agreement with Bank Pundi Duit?
2. Who will be responsible for the loss of the “Transformers” business? What will happen
then?
3. Can the “Transformers” file a lawsuit to the Electronic Megastore for selling the mouse-car?
ANSWER
1. From the case I read, the criteria for business organizations made by Mr. Djuanda and
his friends are partnerships where business is made from the approval of their group
members. It was stated that Mr. Djuanda was a Director at the Transformers company
where a Director had more rights in making decisions (nb: must be with the approval
of the Board of Directors or higher) than members under the Director, in other words
Mr. Djuanda had the right to sign an agreement with the Bank but must be with the
approval of the company members and provide guarantees in the form of Vehicle
Letters (BPKB) owned by Djuanda's parents and also approved, namely Mr. Djuanda
Sr (Mr. Djuanda's father) and other members as legitimate witnesses in the agreement.
But Mr. Djuanda should not be allowed to borrow money from Bank Pundi Duit even
though it already has several requirements, because Mr. Djuanda does not have a fixed
income or in this case a salary slip. And also Transformers is a new company that does
not / has not yet seen the financial smoothness of the company itself.

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2. All members are responsible for the bankruptcy of the Transformers company. This is
because the marketing system is not structured and the product handling is still not
efficient, such as not registering the product to become intellectual property to the
Director General of Intellectual Property Rights. Broadly speaking, Transformers are
not alert for things that will happen in the future, therefore the company suffered a big
loss after competitors competed with the product. And also another thing that is the
reason is that the custom t-shirt vendors who handle their products cannot deliver orders
according to the schedule that occur are consumers who are dissatisfied with the work
of the Transformers company and choose to cancel all orders received by the
Transformers company, but here Transformers can sue the vendor with a note to see
how the agreement made between the Transformers company and the vendor, as written
in article 1321 KUHPer "agreement becomes invalid, if the agreement occurs because
of the elements of oversight, coercion or fraud " In the end, the Transformers company
must take other steps to deal with this, such as developing the same product and
registering the product to the Director General of Intellectual Property Rights and
replacing their vendor to smooth their custom t-shirt products.

3. Not! The biggest mistake that has been made by the Transformers company is not
registering their products to the Director General of Intellectual Property Rights, which
is known that someone has told the Transformers Marketing Manager that they will get
a lot of benefits if they register their products with the Director General of Intellectual
Property Rights. Therefore the Transformers company does not have the right to file a
lawsuit with Electronic Megastore. And also what can happen is Electronic Megastore
can register the product to the Director General of Intellectual Property Rights as a
Patent Right, which is mentioned according to Constitution Number 14 of 2001 article
1 paragraph 1, "Patent Rights are exclusive rights granted by the State to Inventors for
the results his invention in the field of technology, for a certain period of time in
carrying out his own invention or by making an agreement with another party to
implement it”.