Anthony, Bill and Cooper established a general partnership (Persekutuan dengan Firma).

The partnership is named Firma ABC and its partners agree that its line of business is to sell
staple food and groceries. Firma ABC then entered into an agreement with Danny to
supply cooking oil to Danny’s restaurant for one year. Danny paid a down payment of
60% at the start of the agreement. Firma ABC then failed to deliver the cooking oil to
Danny. Questions:

If the one signing the agreement with Danny is Anthony and there are no excluded (non-
authorized) partners in Firma ABC, who is liable for the agreement with Danny?

Firma, as we all know, is a type of partnership that is commonly used to conduct

business such as trading and providing services. According to ARTICLE 16 COMMERCIAL
CODE, firma is a Joint partnership that uses common names as a joint identity in it relations
with 3rd parties where the members should be 2 persons or more where there isn’t any
distinction between personal property and the firm’s since Firms are not legal entities like
limited liability companies. Firms are regulated as business that is formed on the basis of a
partnership, not as legal material according to the law. Therefore, the firm does not meet
the requirements, which is assets separation.
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As we can see from our case study, this general partneship uses a joint name called Firma
ABC, which represents the three owners' names. According to Article 16 of our commercial
code, a firm can use common names as a joint identity to distinguish itself as well as for
relationships with third parties. When parties want to form a firm, they must make a legally
binding agreement, as stated in article 15 of our commercial code, and this agreement must
be legalized by a notary with the production of an authentic deed, as stated in article 22 of
our commercial code. Looking at the agreement more closely, it contains the agreement of
the corporation, which further regulates the job of the partners, such as who are the
partners who can have permission or ability to represent the firm to external parties, the
organisational management of the firm, and so on.
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Returning to the case, we can see that there are no excluded parties who are
prohibited from representing the firma. Presuming the firm has already obtained a lawful
authentic deed and has already registered their firma, we can assume that all partners are
allowed/have the authority to act, spend and receive funds on behalf of the firm, and bind
the firm with third parties, as evidenced by Anthony's agreement to supply cooking oil on
behalf of the firm with Danny. Furthermore, Anthony is allowed to accept down payments
from clients because all of the partners in firm ABC are equally or jointly responsible and
have the authority to conduct external relations, as stated in article 18 of our commercial
code.
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However, in the case where Firma ABC fails to deliver the cooking oil to Danny, even
though all partners are jointly responsible for that obligation, we can identify the principle
of interchange agreement based on article 1280 and 1643 of our civil code, which states
that even though all of the parties, Anthony, Bill, and Cooper, are obligated to perform due
to their firma's misconduct, one of the partners can release the other partners from their
obligations if that partner had previously accomplished the firma’s obligation. So, if Anthony
has already paid Danny or done something in exchange for Firma ABC's misbehavior, Bill and
Cooper are no longer obligated.