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
Tomatoescafé.
Why are these clauses important to be included in the partnership
agreement?

When they established the Tomatoes Case, they should established the
agreement which is written (contract) or oral promise in form of Contract Law. So
they know which agreements is binding and also the legal consequences of
breaking the contractual promises. The agreement should have good/faith,
balance and binding.

In the Contract Law itself it should have consent, Competent, certain object and
Halal Causa which will make the contract between two parties involved become
legal (1320 KUHPerdata).

Subjective Terms
a. Consent defined if between parties have the same purpose in an
agreement. There’s an “agreement” words between 2 parties, verbal
or written
b. Competent defined as the parties involved are reached adulthood
and fully concerned of their actions.
Objective Terms
a. Certain Object is an object of the agreement which have to be in a clear
defined and has valued for both parties
b. Halal Clause is an objectives that didn’t breach any laws and decency that
applies in that country

The main element that should be have in the Contract Law is the parties that
involved, the background of why this contract should be established, the content
of the contract and also the place for both parties signing.

They should have these contract before they want to make a partnership together.

2. Company Law (Business Organization):

a. What should Mrs. Sari and her partners do to set up the PT?

Before they set up a PT, based on the Chapter II Establishment, Articles of

Association and Amendments of The Articles Association, Register of
Companies and Announcement of Law No. 40 of 2007 Concerning Limited
Liability Companies (Company Law) based on article 7 there are several
requirements for them to set up a PT

(1) Companies must be established by 2 (two) or more persons by notarial

deed
(2) Each founder of a Company must subscribe shares at the time the
 company is established
(3) The provision above didn’t apply to Consolidation
(4) The Company obtains the status of a legal entity on date the Decree of the
Minister concerning the company’s ratification as a legal entity is issued
(5) After the company get the legal status entity, the number of shareholders
can become less than 2 persons. Within 6 months after the event, the
shareholders concerned must assigned part of the shares to some other
person or the Company itself issue new shares to them.
(6) If the event already passed and the shareholders still less than 2 persons,
the shareholder shall be personally liable for all legal relationships and
losses of the Company.
(7) The provision which obliges Companies to be established by 2 or more
persons and all the provisions in no 5 & 6 didn’t apply to:
- State Limited Liability Companies which the shares are owned by
State
- Companies managing stock exchange, clearing and guarantee
houses, central securities depositories and other institutions
regulated in the Capital Markets

b. What is the responsibility of the board of directors if the losses suffered

by PTare caused by the directors' faults and omissions?

Based on the Article 97 Paragraph 3 Company Law, Directors shall have fully
personally liable for the company losses if the Director concerned is at fault
or negligent in carrying out the duties accordance to the company. Which
means Ahda as Director have fully responsible of her action with Rosanna as
Landlady to restore the land and its value.

c. Explain how (legal) responsibility distributed for the 3 parties involved

in thisbusiness!

(1) Sari which has capital of 200 million acted as Shareholders of the
company and also The Comissioner of the Company
(2) Ahda has capital 80 Millions acted as Shareholders of the company and
also the Directors of the company
(3) Rosanna has capital 100 millions and also 7 ha land valued of 300
millions acted as shareholders of the company

3. Labor/Manpower Law:
a. Is it possible for the employees of The Bamboo’s cafe resto and
bungalowenforce their labor rights and seek compensation from PT
Grand Artos?

Yes. The employees has the rights to sue the company because of the
terminated contracts they are having. Based on the Article 164 Paragraph 1
Law No. 13 of 2003 concerning Manpower (Manpower Law) , company
should pay all the labor rights including “Severance Money/compensation”
and “Work Period) Appreciation Money” because of having Company Loss
 due to Global Crisis (Force Majored)

b. Is the step taken by employees correct? If not, what should they do?

The employees have taken the right step to sue the company to the industrial
court based on the relationship between worker and laborer.

4. Unfair Business Practice

Based on the case above, the market control that PT. Grand Artos did
can becategorized as unfair business practice? Explain!

PT. Grand Artos did some unfair business practice by forbid other
business/restaurant to be established near the Bamboo Restaurant. Based on the
Article 25 - 27 Law No. 5 of 1999 concerning Monopoly and unfair business trade
practices. PT Grand Artos can be categorized as abused of dominant position
because they are the first established restaurant in that area, therefore they can
do market control by using their power to forbid other business to established and
access to gain the supply chain control. Also based on article 10, the company is
forbid to make an agreement with other company to block other companies which
have the same products.

5. Alternative Dispute Resolution (ADR)

a. What should be contained in the written agreement to settle dispute
througharbitration?

The written agreement, based on the Law No.30 of 1999, it should be contain
of:
1. Alternative Dispute Resolution
2. Abritration Terms, Abitary Appointment and remarking
rights which include
3. Events Applicable against the arbitration assembly
4. Arbitrations opinions and judges
5. Cancellation of arbitration judgements
6. End of Arbitary task
7. Cost of Arbitary
8. Training Provision

b. Name the dispute resolution processes that can be done before they go
to thearbitration. Explain the differences of these processes.

Before they go to Arbitration, they should have the resolution processes

which contains of Negotiation and Mediation. Negotiation is an informal
process between two parties to adjust the terms of resolution completion
dispute outside the court. Mediation is a formal process between two parties
and also included third party as mediator to reach an agreement which must
be accepted by two parties that involved.

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

Yes, it can be resolved in court, because the involved parties have legal
responsibilities to resolve the legal problems. Such as:
 1. The contract problems between the worker and laborer
2. The venture capital agreement
3. The establishment of the company which involved capital and legal
responsibilities
4. Registration of the restaurants brand entity
5. Dispute resolution as legal entities using arbitration and mediation

6. IPR
Please explain, is it the IPR Issue you can find from the case above?

The IPR Issue that can be found is the registration of the restaurants brand “The
Bamboo’s Café Resto and Bungalow” , and everything that has economics value
can be registered as brand rights. Rosanna is having intellectual property right as
shareholder of PT. Grand Artos. Based on the Law Number 20 of 2016 concerning
about brands and geography indication, a brand name cannot be registered if the
name or the logo is belong to public logo or name. For example, name
“restaurant” for restaurant business