C L A R I D E N 4 5 July 2013

Transcription

1 C L A R I D E N 4 5 July 2013 Hotel Mulia Jakarta Knowledge for the world business leaders Indonesia Business Contract Law for Non-Legal Professionals Faculty Leaders Rahayu Ningsih Hoed Partner and Head of Dispute Resolution Rahayu Ningsih Hoed (Yayuk) has extensive experience in almost every aspect of legal practice, from mass terminations of employment (more than 400 employees in one case) to arbitration; from major land acquisitions for infrastructure to mining projects and the project financing of large capacity power plants (1,320 MW), like the Tanjung Jati B Project and its recent expansion. Yayuk is a sworn translator and has authored/co-authored a number of significant publications. Yayuk is Head of the Resolution of Disputes department at the Firm. Praise for Yayuk s advice from clients include: incredible, extremely well-considered advice, ensuring that deals always involve remarkable levels of risk management, which derive from her experience as a journalist and as a paralegal. Her expertise is recognized in several legal directories such as Chambers and Partners as a Key Individual for Dispute Resolutions and Real Estate; and Legal500 as a Leading Individual for Corporate and M&A, Employment, Projects and Energy and Real Estate. Asialaw Profiles have also selected her as one of their recommended lawyers. Yayuk has represented many major companies such as PT Central Java Power/Sumitomo Subsidiary on acquisition of approximately 70 hectares land area in Central Java, Cirebon Electric Power with regard to land matters, GE Corporation regarding shareholders dispute, Exxon-Mobil Oil Inc. on its employment matters, PT Arun NGL Co. with regard to its mass termination of employments, PT Cikarang Listrindo on electric power matters, etc. Agung Darmawan Associate

2 Indonesia Business Contract Law for Non-Legal Professionals F A C U L T Y L E A D E R S Rahayu Ningsih Hoed Partner and Head of Dispute Resolution Rahayu Ningsih Hoed (Yayuk) has extensive experience in almost every aspect of legal practice, from mass terminations of employment (more than 400 employees in one case) to arbitration; from major land acquisitions for infrastructure to mining projects and the project financing of large capacity power plants (1,320 MW), like the Tanjung Jati B Project and its recent expansion. Yayuk is a sworn translator and has authored/co-authored a number of significant publications. Yayuk is Head of the Resolution of Disputes department at the Firm. Praise for Yayuk s advice from clients include: incredible, extremely well-considered advice, ensuring that deals always involve remarkable levels of risk management, which derive from her experience as a journalist and as a paralegal. Her expertise is recognized in several legal directories such as Chambers and Partners as a Key Individual for Dispute Resolutions and Real Estate; and Legal500 as a Leading Individual for Corporate and M&A, Employment, Projects and Energy and Real Estate. Asialaw Profiles have also selected her as one of their recommended lawyers. Yayuk has represented many major companies such as PT Central Java Power/Sumitomo Subsidiary on acquisition of approximately 70 hectares land area in Central Java, Cirebon Electric Power with regard to land matters, GE Corporation regarding shareholders dispute, Exxon-Mobil Oil Inc. on its employment matters, PT Arun NGL Co. with regard to its mass termination of employments, PT Cikarang Listrindo on electric power matters, etc. Agung Darmawan Associate Agung Darmawan is an Associate at (M&T) in the Corporate and Commercial and Banking and Finance departments. He has been involved in several corporate acquisitions as well as major banking and IPO deals. Agung graduated from Pelita Harapan University, Indonesia and joined M&T in He was ranked 1st in the Mergers & Acquisitions Law Debate Competition held by the University of Indonesia Business Law Community in Agung was involved in representing JP Morgan and PT Mandiri Sekuritas as the underwriters for the Initial Public Offering (IPO) of PT Express Transindo Utama Tbk in 2012 with both domestic and international offerings. Recently, Agung was also involved in assisting an International Legal Counsel to advise Marlin Equity Partners on Indonesian legal aspects in relation to Marlin Equity Partners global acquisition of Nokia Siemens Network s optical network business. 2

3 Program Details P R O G R A M S U M M A R Y Program: Dates: Location: Indonesia Business Contract Law for Non-Legal Professionals 4 5 July 2013 (2 days) Hotel Mulia Jakarta Early Bird 1 (Register & pay by 16 May 2013): Early Bird 2 (Register & pay by 13 June 2013): Regular Tuition Fee: US$1,950 US$2,150 US$2,250 For limited time only by 13th June 2013, register 3 participants and the 4th participant will receive a complimentary seat (only one discount scheme applies). Program Essence: This two-day program is designed exclusively for non-legal professionals to acquire a clear understanding of Indonesian contract law and its application in practice. In this two-day program, we will mainly discuss the following issues: the key requirements for the validity of a contract, the reasons for cancelling or terminating a contract and the important points in drafting a business contract which are often ignored in contract negotiations. By the end of the workshop, the participants will have a better understanding of how to draw up a business contract which protects the rights and obligations of the parties sufficiently and how to avoid disputes, by learning from court cases and actual disputes. K E Y H I G H L I G H T S Indonesia s continuing strong economic growth, projected by the World Bank at 6.2% for 2013, has focused investor interest into its growing industries ranging from natural resources, energy and real estate to manufacturing. The government has also been working with industry stakeholders to provide frameworks to help ensure security of investments and encourage business trade volumes. As companies look to actively participate in Indonesia s business landscape, either directly or with local business partners, it will be timely for business executives, such as you, to understand the intricacies of contract law in Indonesia. This executive program will provide a venue for business executives to arm themselves with a working understanding of the key elements that they need to be aware in contract drafting, management and strategy in Indonesia. Having a strong contract which protects rights and obligations of the parties involved, will help you to better manage risks, as well as avoid potential costly losses and disputes. Designed exclusively for non-legal professionals, this 2-day dedicated executive program will help busy executives acquire a clear understanding of the intricacies of Indonesian contract law and its application in practice when conducting business in Indonesia. This highly interactive program will feature practical learning through case reviews of recent actual court cases and disputes across a range of Indonesia industry sectors. W H O W I L L B E N E F I T M O S T This program is designed specifically for all C-level, Directors, Head of Departments, Managers & Executives in commercial enterprises with responsibility to draft, review or execute contracts, dealing with: Contracts Commercial Sales Purchasing / Procurement Project Management Business Development Operations Finance Administration 3

4 Program Outline & Agenda L E A R N I N G O B J E C T I V E S To gain an in-depth understanding of the basic concepts of Indonesian contract law as the starting point for drafting comprehensive business contracts To know what defenses a defaulting party can use and how to limit the remedies which the defaulting party must pay To understand the situations when a contract can be annulled and the reasons for doing so To avoid making common mistakes when drafting a business contract which could lead to an unnecessary dispute over the performance of the contract in the future. P R O G R A M O U T L I N E Day 1 4th July 2013, Thursday WHAT ARE THE REQUIREMENTS FOR A VALID CONTRACT? Consent ¾ How should consent be given? ¾ Is the offer and acceptance concept recognized under Indonesian Law? ¾ Is acceptance by conduct/silent acceptance considered as consent? (Case Study: The extension of a distributorship agreement based on silent acceptance from the principal in the PT Dwi Damai v. PT Phillips Indonesia and Phillip Electronic Singapore Pte Ltd case) Legal Capacity ¾ What is the age of consent under Indonesian Law? ¾ The difference between Legal Capacity and Legal Competence to enter into a contract. A Certain Object ¾ What goods can be the object of a contract? Lawful Cause ¾ What is the meaning of cause? Does it mean the motive of the parties to the contract or the content of the contract? ¾ What is a Severability clause in a contract? What are the consequences of non-fulfillment of any of the above requirements? WHAT IS A CONDITIONAL AGREEMENT? AND HOW IS IT IMPLEMENTED? Is an Memorandum of Understanding (MoU) / Letter of Intent (LoI) / Letter of Comfort binding as a contract? What conditions are recognized under Indonesian Law? ¾ What is a Suspending Condition? Does a Suspending Condition suspend the effectiveness of the contract or the performance of the obligations under the contract? What Suspending Conditions are prohibited under Indonesian Law? ¾ What is a Cancelling Condition? What is the effect of a Cancelling Condition? Does it merely terminate the contract or does it retroactively bring everything back to the original situation as if the contract never existed? Can we waive the provisions of the Indonesian Civil Code on Cancelling Conditions in a contract? ¾ In what situation do we usually make a conditional agreement? 4

5 Program Outline & Agenda 2013 CLARIDEN GLOBAL EXECUTIVE EDUCATION BREACH OF CONTRACT AND ITS EFFECTS In what situation can one of the parties to the contract be deemed to be in breach of the contract? Are anticipatory breach and repudiation of contract recognized under Indonesian Law? What are the possible defenses for a defaulting party? ¾ What events can be categorized as force majeure under Indonesian Law? ¾ How can we use the non-performance by the other contracting party as defense? ¾ What provisions under Indonesian Civil Code which are commonly waived by the parties to a contract and what is the rationale for the waiver? Effects of Default ¾ What remedies can the defaulting party be forced to perform? ¾ Does Indonesian Law recognize liquidated damages, consequential damages and punitive damages? ¾ Is it possible to exclude or limit the defaulting party s liability? HOW DO WE TERMINATE A CONTRACT? Payment ¾ Where and when must payment be made? ¾ What is Subrogation? What are the differences between Subrogation and Cessie? ¾ What if the creditor refuses to receive the payment? Novation ¾ What is Novation? What are the differences between Novation, Subrogation and Cessie? ¾ Is the silent acceptance concept applicable in the event of a Novation? ¾ What is the effect of novation on the collateral which secures the initial contract? Set-Off ¾ In what conditions can a Set-Off occur? ¾ Must a Set-Off be agreed to by the parties to a contract or does it happen by Law? Discharge of Debt ¾ What evidence is required to prove that the creditor has discharged a debt? ¾ What is the effect of Discharge of Debt on the guarantor and the other debtors in joint & several obligations? Expiry of the Claim Period / Time Bar ¾ When does a claim expire under Indonesian Law? 5

6 Program Outline & Agenda Day 2 5th July 2013, Thursday DRAFTING, VETTING AND NEGOTIATING A BUSINESS CONTRACT What are the essential skills needed for contract negotiations? How can we avoid making common mistakes when drafting a business contract? Anatomy of a business contract: ¾ How do we decide on a title for a contract? ¾ When should we differentiate between the signing date and the effective date of a contract? ¾ How can we make sure that the signatory of the counter party is authorized to sign the contract? ¾ What are the important things to remember when composing Definitions? ¾ What issues should be covered in the Conditions Precedent, Representations & Warranties and Covenants articles? ¾ How can we formulate Breach of Contract, Remedies and Termination articles which are acceptable to all parties? ¾ What is a Boiler Plate in a contract? WHAT IS THE PROPER WAY TO SETTLE A DISPUTE ARISING OUT OF A BUSINESS CONTRACT? How do we choose the governing law of a contract? Is there any specific requirement under Indonesian Law? What is the most appropriate forum for settling a dispute arising out of a business contract? ¾ What are relative competence and absolute competence? ¾ How do dispute settlement through the Courts and through Arbitration compare? ¾ What is the proper forum for settling a dispute involving the Government of Indonesia (for instance: disputes arising from Contract of Work of a Mining Area or Production Sharing Contract of an Oil & Gas Work Area in which the Government of Indonesia is one of the parties to the contract)? ¾ How can foreign arbitral awards be enforced in Indonesia? (Case Study: Enforcement of Foreign Arbitral Awards in the PT Direct Vision v. Astro Group and PT Pertamina (Persero) v. Karaha Bodas Company LLC cases) FREQUENTLY ASKED QUESTIONS (INDONESIAN LAW RELATED QUESTIONS) ABOUT DRAFTING BUSINESS CONTRACTS What is the legal impact of a contract not having an Indonesian duty stamp? Is the contract invalid? Must business contracts involving Indonesian parties be drawn up in the Indonesian language? Must payments to Indonesian parties under a contract be in Indonesian currency (Rupiah)? In international trading activities involving Indonesian parties as exporters, can payments for the export products be transferred into the offshore accounts of the exporters? 6

7 I N D O N E S I A B U S I N E S S C O N T R A C T L AW F O R N O N -L E G A L P R O F E S S I O N A L S 4 5 July 2013 Hotel Mulia Jakarta REGISTRATION PAGE Booking Contact (Approving Manager) Mr/Mrs/Ms: Job Title: Department: Telephone: Fax: Organisation: Address: Postal Code: I would like to receive more information on hotel accomendation using Clariden Global coporate rate. Please Register the following participant(s) for this Program: 1st Participant Name (Mr/Mrs/Ms): 2nd Participant Name (Mr/Mrs/Ms): 3rd Participant Name (Mr/Mrs/Ms): 4th Participant Name (Mr/Mrs/Ms): PROGRAM FEES 1ST EARLY BIRD FEE: US$1,950 (Registration and payment must be received by 16 May 2013) 2ND EARLY BIRD FEE: US$2,150 (Registration and payment must be received by 13 June 2013) REGULAR FEE: US$2,250 GROUP DISCOUNT: For 2 registrations from the same company and billing source, the 2nd participant enjoys a 10% discount. For registrations of 3 from the same company and billing source, the 4th participant receives a complimentary seat. One discount scheme applies per company. Important Notice: Payments are required with registration and must be received prior to the Course to guarantee your place. PAYMENT METHODS BY CHEQUE / BANK DRAFT : Made payable to Clariden Global Pte Ltd and mail to: 3 International Business Park, #04-31, Nordic European Centre, Singapore BY TELEGRAPHIC TRANSFER TO: Bank Name: DBS BANK Bank Branch Code: 027 Bank Address: 6 Shenton Way, DBS Building, Singapore Bank Account No: Bank Account name: Clariden Global Pte Ltd Bank SWIFT Code: DBSSSGSG Please note that all bank charges are to be borne by participants. Please ensure Clariden Global receives the full invoiced amount. Note: Please include invoice number on all payment types and your company s name in your payment instructions for our reference. CREDIT CARD: To make payment by credit card, please call our client services hotline at WAYS TO REGISTER C L A R I D E N Knowledge for the world business leaders admissions@claridenglobal.com Fax: Call: Website: DATE AND LOCATION This executive program will be held at: Hotel Mulia Jakarta 4 5 July 2013 Jl. Asia Afrika Senayan Jakarta 10270, Indonesia Tel : Fax : Website : The fee for this two-day executive program includes all written materials, lunch and refreshments. HOW TO REGISTER AND PAY An invoice and registration confirmation will be sent within 7 days, please contact us if you have not heard from us within 7 days. Payment can be made by credit card, by bank transfer or by cheque made payable to Clariden Global Pte Ltd. ALL PAYMENTS MUST BE RECEIVED IN ADVANCE OF THE EVENT. ACCOMMODATION Accommodation is not included in the program fee but you will be entitled to use our corporate rate for your accommodation. Information will be sent along with your registration confirmation. SPONSORSHIP INTERESTED IN PROMOTING YOUR ORGANIZATION TO OUR PARTICIPANTS For more information on sponsorship, tabletop displays & insert opportunities, please contact us at CANCELLATIONS AND SUBSTITUTIONS Once we have received your booking, the place(s) are confirmed. No refunds will be made for any cancellations, however, program credits of equivalent value only applicable for Clariden Global events will be provided. Credits can only be redeemed for 1 program and is valid for only one (1) year from date of issue. Substitution with a qualified candidate is allowed by providing at least 5 working days of advance notice to Clariden Global. One time substitution is allowed with no charges. Subsequent substitutions will be charged 10% admin fee. ALL CANCELLATIONS MUST BE RECEIVED IN WRITTEN FORM PLEASE NOTE: Clariden Global Pte Ltd reserves the right to change the content and timing of the programme, the speakers and the date and venue due to reasons beyond their control. If in the unlikely event that the course is cancelled, Clariden Global Pte Ltd will refund the full amount and disclaim any further liability. ENQUIRIES: If you have any queries about registration or payment please do not hesitate to contact our client services department on PRIVATE DISCLOSURE STATEMENT: Any information provided by you in relation to this event is being collected by Clariden Global Pte Ltd and will be held in the strictest confidence. It will be added to our database for the primary purpose of providing you with information about future events and services. Visit us at for upcoming events FOR OFFICIAL USE FEE RECEIVED REFERENCE L3037/DS/JT