The issues:

1. Contract Law:
Explain the important clauses that have to be contained in the partnership agreement between
Mrs. Sari and Mr. Ahda when they establish the Tomatoes café. Why are these clauses
important to be included in the partnership agreement?
Solution:
a. The Principle of Agreement
Good faith/Propriety, Balance, and Binding
b. Legal Element of Contract based on 1320 KUHPerdata
 Consent
 Competent (Possesses Legal Personality)
 Certain Object
 Halal Causa
c. Partnership agreement between Mr. Ahda and Mrs. Sari must include the following
important clauses:
 Information and purpose of the partnership: Provide information about the legal names
and addresses of partners involved in the Partnership. A description of the business the
Partnership will run.
 Conflict solution: explain how to solve problems that could occur in the future and what
solutions will be taken.
 Capital contributions: describes the portion for each partner that contributes to the
Partnership such as cash, property, resources and services.
 Profit/Loss distribution: Describes how the Partnership's profits and losses will be
distributed to each partner. Profit / loss, which is distributed based on the contribution
of capital and / ownership interest, also explains how often the distribution is made.
2. Company Law (Business Organization):
a. What should Mrs. Sari and her partners do to set up the PT?
Solution:
1. Determine the purpose and objectives of PT. Grand Artos
2. Determine the line of business to be carried out, for the benefit of a restaurant license.
3. Determine the appropriate location for the PT (municipality / regency)
4. Give the name of the PT with at least 3 syllables, which is easy to pronounce and does not
use a foreign name. Avoid using the same name as another registered PT.
5. Law no. 40 of 2007 concerning Limited Liability Companies requires the establishment of PT.
It requires Mrs Sari and partners to have a minimum capital of Rp. 50 million with a minimum of
25% of the authorized capital, must be issued and paid up. Based on PP No. 29 of 2016 issued
by President Jokowi, regarding Changes in the Authorized Capital of Limited Liability
Companies, there is a provision that the authorized capital is no longer a minimum of Rp. 50
million, but depending on the agreement of the founders of PT.
6. In a PT established by 2 (two) or more persons based on a notary deed made in Indonesian, if
there are 2 directors, the positions that will be divided are one being the Director and the other
one will be the President Director. The management of PT consists of elements of directors and
commissioners.
7. In the establishment of a PT, the deed of establishment of the PT is considered very
important so that the deed must be drawn up by a notary who has an appointment decree, is
sworn in and is registered with the Ministry of Law and Human Rights.
8. Make NPWP both for the company and also the NPWP of the director in question.
9. Have a Trading Business License (SIUP) and also a Company Registration Certificate (TDP).
10. Have a BPJS for employment

b. What is the responsibility of the board of directors if the losses suffered by PT are
caused by the directors' faults and omissions?
Solution:
- Share buyback
The director is responsible for any losess that occurs to the shareholders from the share
buyback transaction that was carried out by the Company but canceled by law.
- Resign from their position
- Inaccurate or misleading financial reports
 If there is an inaccurate financial report but it can be proven by the Board of Directors
that it is not caused by his fault, then the members of the Boards of Directors will be
directly responsible to the injured party.
- Failure to accept returned interim dividends
If the Shareholders cannot return interim dividends that have been declared then the
Directors will be responsible for the losses.
- Failure to report their share ownership
If at any time there is a loss of shareholdings which the members of the Board of
Directors fail to report, they will be personally liable for causing the loss to the
company.
- Liability for bankruptcy losses
Loss / bankruptcy that cannot be handled by the company itself, all accountability will
be left to the members of the Board of Directors.
c. Explain how (legal) responsibility distributed for the 3 parties involved in this
business!
Solution:
- Commissioner ( Mrs.Sari) : The main task of the commissioner is to supervise the
company. If it is indicated that things have gone wrong in a company, it should be Mrs.
Sari gave advice aimed at avoiding company failure.
- Board of Directors ( Mr. Ahda) : oversee share repurchase programs, Select, evaluate,
and approve appropriate compensation for the company's chief executive officer (CEO),
Establish a policy based governance system, Monitor and control function, Provide
direction for the organization (vision and mission), Approve the company’s financial
statements.
- Investor (Rossana) :
- As an investor in this business, Rossana should decide the right position for BOD,
attending the commissary meeting deciding what investor wants
- To be treated in a fair, ethical, and respectful manner in all interactions with an
investment firm, its employees, and its financial advisors.
 - To receive competent and courteous service at a fair price.
- To clear, accurate, easy-to-understand descriptions of all your transactions,
statements, and other communications from your investment firm.
- Prompt, Fair Resolution of ProblemsTo a clearly defined process for raising and
resolving a complaint and To be apprised of alternatives if your investment firm
is unable to resolve a dispute to your satisfaction.
3. Labor/Manpower Law:
a Is it possible for the employees of The Bamboo’s cafe resto and bungalow to enforce
their labor rights and seek compensation from PT Grand Artos?
Solution:
Yes. It is very possible and must be because they have the right to do so (to seek their labor
rights and seek compensation) as long as in the beginning of the contract there is an agreement
between the labor and the company. based on Act of The Republic of Indonesia Number 13
year 2003 article 156 paragraph 1: “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.”
b. Is the step taken by employees correct? If not, what should they do?
Solution:
In this case the disputes that occur is the management failed to pay the labor’s appreciation
money.
- Alternative solutions that must be done first, through: bipartite negotiations, mediation,
conciliation.
- The labors can submit the disputes to the Industrial Relations Court.
- Through arbitration whose decisions are final and binding.
4. Unfair Business Practice
Solution:
No, I disagree. Based on information in the case which states that Rosanna did not know that
the land she lent to the company was pledged as collateral for the company's loan to USB Bank
and there was no written agreement on this matter, so Mrs.rosanna can't blame the board of
directors for the mismanagement that caused the company to suffer a big financial loss because
I think it is called a business risk.
5. Alternative Dispute Resolution (ADR)
a. What should be contained in the written agreement to settle disputes through
arbitration?
Solution:
What must be included in the written agreement is a dispute resolution mechanism based on
collective agreement which contains an arbitration clause as an option for a dispute resolution
by determining the type of arbitration carried out based on rules.

b. Name the dispute resolution processes that can be done before they go to the
arbitration. Explain the differences of these processes.
Solution:
Consultation, consilation, negotiation (It is back-and-forth communication between the parties
of the conflict with the goal of trying to find a solution) or mediation (Mediation often is the
next step if negotiation proves unsuccessful).
c. Can the above case be resolved in court? Explain your answer!
Solution:
Yes, it can to find out the error. However, if Rosanna and PT have already a written arbitration
agreement regarding to forgive the company when a loss occurs, it cannot be resolved in court
based on Article 11, Law No. 30 Year 1999.