PT ABC which domicile in Bekasi on 6 January 2011 ordered 7000 meters unit of water from PT XYZ. PT XYZ has sent an invoice to PT ABC. However, PT ABC did not make any payment to PT XYZ, notwithstanding the fact that the invoice has due on 18 March 2011. Further, PT XYZ and PT ABC on 11 September 2011 entered into Debt Settlement Agreement (Agreement) stating that basically PT ABC convents to make payment in stages to PT XYZ starting on 30 September 2011 until 31 December 2011. However PT ABC until now has not fulfilled its total obligation amounting to Rp 1.000.000.000,00 (One Billion Rupiah) despite that the PT XYZ has delivered various warning letters to the PT ABC to fulfills its total obligations. In other side, PT ABC also has a loan to another party on another issue.
If you were appointed as the attorney of PT XYZ then:
- What alternative legal action which may be taken by PT XYZ against PT ABC to pursue its payment? Please provide us with two alternative legal action. What legal basis and to which court such each of legal action should be submitted?
- If PT ABC in the first court level become a losing party on the above case, what the legal remedy available for PT ABC against the court decision in the first level until the decision become final and binding?
PT Yamasa Indonesia is a company established under the law of Indonesia and engaging in the business of manufacturing of motorbike. The company was established in 1990 and has been continually in operation at least for the last twenty years. Nowadays it has conducted its commercial production in full capacity, by assembling of more than 100 motorbikes per day. Currently PT Yamasa Indonesia has a head office in Jakarta and three branch offices located respectively in Medan, Surabaya, and Makassar. While their factory site (production line) and warehouse (godown) are located at Cibitung, West Java. Their products are widely distributed and sold in almost all part of Indonesia through their sole distributor and agents. Recently they are planning to expand the production capacity of their factory by setting up new factory and production line. For this purpose they are now seeking for loan financing facility from PT Bank MutiaraTbk. They expect to be able to obtain the loan at the minimum sums of USD 50 million, while their assets have the book value of approximately USD 100 million, pursuant to their latest audited financial statement of 2010.
Based on the above, please described what are the collaterals and securities that PT Yamasa Indonesia can provide to the bank (at least 3)? And how these collaterals should be encumbered under to be documented in a Notarial Deed form? Does certain action (such as filling and registration) need to be done to perfect the security rights of the bank? Also kindly indicate if there is any corporate approval be needed by the company to encumber its assets?
PT XYZ is planning to establish a commercial vehicle manufacturing plant in Indonesia. Furtherore PT XYZ also intends to establish a manufacturing company which can manage the manufacturing plant and establish a sales/wholesale distributor company in Indonesia. (Collectively “Project&rdquo . In relation to the project, PT XYZ would like to request your assistance in responding following 3 inquiries in relation to Indonesian law. It would be appreciated if you could provide answers for following 3 inquiries:
- PT XYZ has a plan to incorporate both a manufacturing company and a sales/wholesale distributor company in Indonesia and plan to appoint one officer to be a representative director/president of both the manufacturing company and the sales/wholesale distributor company. If PT XYZ has such plan, are these any legal risks involved for having the same representative director/president for both companies? If so, please explain to us details or such legal risks.
- As far as we understand, under Indonesian law, once PT XYZ establishes manufacturing company, such manufacturing company can only sell to distributor and will not be able to directly sell to dealers and end-users. This correct understanding company in Indonesian law in relation to a manufacturing company in Indonesia?
- Under Indonesian law, a foreign owned Indonesian company cannot own land in Indonesia but can only acquire the right to build and use land in Indonesia. If this understanding is correct, please explain to us relevant laws and regulation which provide such limitation on foreign company’s ownership over land.
PT ATbk intends to buy an aircraft from PT B. PT A is owed by PT C (60%), PT D (25%), and PT E (15%). Mr Y owns a 95% stoke at PT B, who is at the same time acts as the President Director of PT ATbk and the controlling shareholder of PT C. If you are acting as the legal counsel of PT ATbk, please describe the procedures need to be taken to conduct the aforementioned transaction in a comprehensive, yet consist manner.
Carlos, do you have any update on the below? Can you please call me back? It’s urgent. Thanks. Regards,
Date : Wed, 15 January 2015 15:03:44 +07.00
Subject : Re: Acquisition (urgent)
From : Aditya Sakti firstname.lastname@example.org
To : Carlos Arya email@example.com
I have a new project with regard to the acquisition of mining company owned by Mrs. Wulan’s family, namely PT Poetre Mining. From the data that my team has collected so far, the shareholders composition of PT Poetre Mining consists of Mrs. Wulan (50%) and Mr Adilla (50%). PT Poetre Mining is the holder of a coal mining authorization(kuasa pertambangan) I Kutai Regency, Kalimantan. I plan to acquire 90% of its shares while my business partner, Mr. Simon Bennet, will subscribe for the remaining shares. We want you to conduct legal due diligence to check the validity and completeness of corporate documents of PT Poetre Mining in one week.
Could you please advice me on how the above transaction can be implemented? Is there an legal aspect that I need to be aware of before proceeding? What are the documents required to implement the transaction?
For your information, Mrs. Wulan is very impatient, because she needs the money urgently. She requested me to sign a shares sale and purchase agreement within 10 days. As such, I expect you to understand the situation and proceed with this file as soon as possible. I hope to hear from you in due course.
If you were in Carlos Arya’s position, how will you propose to response to Aditya Sakti’s email? Please elaborate your answers by responding to Aditya Sakti’s email.
PT Mahesa is a company engaging business in developing a real estate in Indonesia and has the intention to develop 1500 hectares of land in Bumi Serpong Damai (BSD) as its new real estate project.
Mr. Robert Oentoyo (RO) as the purchaser has just signed the dead of transfer of a 2500 Ha land which located in BSD (land area) with Mrs. Monika Danovia (MD) as the seller on 10 February 2010 before the notary/PPAT (the Deed of Transfer). Following the execution of the Deed of Transfer, the notary/PPAT is currently processing the land area certificate annotating RO as the new owner of the land area (the Certification Process).
During the Certification Process, PT Mahesa has the intention to enter into a joint venture agreement with RO, whereas PT Mahesa will:
- Develop the land are to become a real estate (real estate project);
- Provide the fund required for the real estate project. Further, RO will also provide the land area to be developed by PT Mahesa.
PT Mahesa comes to you as a prominent Indonesian legal counsel and ask your advice and opinion whether there is any risk arising from its plan to enter into such joint venture agreement with RO.
- What advice will you deliver to PT Mahesa as your client?
- Is there any specific clause that is required to be accommodated in the joint venture agreement between PT Mahesa and RO to protect PT Mahesa interest in the Real Estate Project?
Please provide us with the legal basis and legal argument for all the advices you will give to PT Mahesa!
PT Investama Propertindo Indonesia (PT IPI) is a developer company and has the intention to build office building and shopping centre with Apartment Unit (Satuan Rumah Susun) system in Limo District, Depok City. The office building and shopping centre are currently in the preliminary stage of construction on a 10.000 m2 land which owned or controlled by PT IPI. However, such land is located in a remote area and no land certificate has been issued in relation thereto (hak milik adat). PT IPI obtained a credit facility for the construction of office building and shopping centre in the amount of USD 200.000.000 from SMBC, Singapore Branch (the facility). The facility is secured by land and the buildings which is currently under construction.
- If the credit agreement between PT IPI and SMBC, Singapore Branch was signed in 23 November 2007, may such credit agreement become a basis for application of mortgage (hak tanggungan) over PT IPI’s land?
- What are the requirements for the credit agreement so it can be deemed as a valid document under Indonesia’s prevailing laws and regulation?
- Please explain the process to encumber a mortgage (hak tanggungan) in relation with the credit facility provided by SMBC, Singapore Branch to PT IPI!
- When does SMBC, Singapore Branch obtain its status as preferred creditor?
- If PT IPI as a borrower under the credit agreement is unable to perform its obligation in regard to outstanding payment which is due and payable: Is it allowed for SMBC, Singapore Branch to directly execute the mortgage (hak tanggungan) by giving a power of attorney to its lawyer in Indonesia so the attorney may sell the land and building by way of auction? Is there any other legal action available for SMBC, Singapore Branch to enable it to execute the mortgage (hak tanggungan). Explain your answer and the legal basis to support your argument!
Antoinette Bank, National Association (Antoinette) is a bank domiciled in France with its head office in Paris. Further, Antoinette has also established a representative office in Jakarta, Indonesia. Antoinette provides cross border banking services whereby its customers shall have deposit accounts held at Antoinette, Paris, rather than at a local office.
Antoinette comes to you as a prominent Indonesian legal counsel and ask your advice and opinion on the terms and conditions of its services which:
- Shall bind its entire customer including Indonesia’s legal entity when they have agreed to use the bank services of Antoinette; and
- Governed by French law, Antoinette’s queries are, among others:
- Considering that the terms and condition are agreed to, but not actually signed by Antoinette of the customer, are the terms and conditions deemed enforceable under the laws in Indonesia?
- Will court in Indonesia: Dismiss a local action filed by an Indonesian customer because the relevant terms and conditions require any disputes to be resolved in Paris pursuant to French law; or allow for contemporaneous proceedings in the two jurisdictions?
- Would Antoinette be able to enforce a judgement obtained in a Paris court in Indonesia with respect to any dispute in the future regarding the terms and conditions?
Please give your legal argument and legal basis.
Cavendish International Pte Ltd has been named as one of the Co-Defendants in a Central Jakarta District Court. The President Director, a Singaporean citizen which travelling to Malaysia, emailed you with respect to this matter and was looking for you to handle this case forward.
The claim was filled by PT Java Butter with respect to the credit agreement with … credit agreement is secured with pack of security, among others, a plot of land in … Cavendish International Pte Ltd leased lot XX from PT Java Butter, benefiting the … land for the next 25 years. On top of lot XX lies a prominent building which is being Cavendish International Pte Ltd. PT Java Butter defaulted the credit agreement and as a result Bank XYZ initiated an auction process against the land in SCBD. Technology is the winner of the auction process. The claim is aimed to invalidate … result and included a request, so that decision could be immediately enforceable.
- How do you execute the power of attorney to represent Cavendish International Pte Ltd?
- What will be your key argument to rebut the claim?
- Can the request for an immediate decision be done in this case? Please elaborate your answers by linking it to Cavendish International Pte Ltd’s position.
Mr Andi (Indonesian Nationality) wishes to sell his shares PT AAA to Mr.Bona (Singapore Nationality) He owns 25% of the total shares issued by PT AAA. Mr. Bona seeks your advice as Indonesian legal consultant regarding the following issues
- How the process of shares purchase must be conducted under Indonesian Law? When the shares purchase legally valid and binding under Indonesian Law? Give Him Your Legal Basis
- Further, Mr. Bona tells you that he has a plan to sell again the shares he buys from Mr. Andi to another third party. Therefore, he would like to have your explanation and confirmation a legal counsel on when he will be legally deemed as the owner over the shares? Give your legal basis
- Besides the above questions, he would like to know wheter there are any other requirements or issues that he must take into account in relation to this shares purchase trancsaction before he and Mr. Andi process it