LEGAL CASE

On 23th May 1969, in response to an enquiry by the buyers, the seller

made a quotation offering to sell a machine tool to the buyers for
75,535, delivery to be in ten months time. The offer was stated to be
subject to certain terms and conditions which shall prevail order any terms
and condition in the buyers order. The conditions include a price variation
clause providing for the goods to be charged at the price ruling on the
date of delivery. On 27th May the buyers replied by placing an order for the
machine. The order was stated to be subject to certain terms and
conditions, which were materially different from those put forward by the
sellers and which, in particular, made no provisions for a variation in price.
At the foot of the buyers order, there was a tear-off acknowledgment of
receipt of the order stating that we accept your order on the terms and
conditions stated thereon. On 5th June, the sellers completed and signed
the acknowledgement and returned it to the buyers with a letter stating
that the buyers order was being entered in accordance with the seller
quotation of 23nd May. When the sellers came to deliver the machine,
they plaimed that the price had increased by 2893. The buyers refused
to pay the increase in price and the sellers brought an action claiming
that they were entitled to increase the price under the price variation
clause contained in their offer. The buyers contended that the contract
had been concluded on the buyers rather than the sellers terms and was
therefore a fixed-price contract. The judge upheld the sellers claim on the
ground that the contract had been concluded on the basis that the sellers
terms were to prevail since they had stipulated that the opening offer and
all subsequent negotiation had been subject to that The buyers appealed.

1. I am the President Director of a PMA company which was established in

1995. Under its investment Licence, its issued capital was to be
$100milion, to be paid up within three years. Its article of association
stated its issued capital to be Rp.240 billion (ie, $100 milion x lip 2400)
25% of this was paid up in 1995.
Despite the provisions of the new Company Law, no further capital has
been paid up. As President Director, I am concerned about this, but I
want to pay up the least amount of capital I can get away this.
Please advice me how to minimize the amount of capital to be paid up,
without breaching Indonesian Law.
2. I am a foreign company looking at buying an Indonesian car
manufacturing company, which at the moment has no foreign
shareholders.
Assuming I know nothing about Indonesian law, advise me :

a. What corporate and regulatory steps will be involved in doing this; and
b. What hat I should look out for in my due dillgence

3. I am an Indonesian real estate developer, and I want to sell HGB plots in

Bali to individual foreigners to use as holiday homes. I know HGB cannot
be held by foreigners. My proposal, instead, is that each HGB title be held
by a special purpose Indonesian PT company and that the foreign
individuals will but the companies. Please advice me :
a. Can I do this ?
b. If I can, how ?
c. If not, why not ?
Please consider the use of non-PMA companies as well as PMA companies
4. I represent a large group of people, some Indonesian and some foreign,
who own a PMA mining company (MinCo).The Indonesians hold shares
directly, the foreigners hold their interest through an offshore company
(OffCo)
Now we want to restructure so that all of shares in MinCo are held by Off
Co, and all the individual shareholders, Indonesian as well as foreign, will
hold their interest through off Co.
a. Can I do this ?
b. What stepps, licences, ete will be needed
c. Do you think there will be any negative taxation consequences?
5. I am a foreign bank. I want to lend money to an Indonesian trader (TradCo)
to finance importing of sugar. I want to take security over the sugar, and
to conrinue to have that security even while the sugar is in certain
warehouses in Indonesia. The warehouses belong to WareCo, a reliable
company which commonly acts as my agents.
a. What form of security would you advise me to take, and how can it be
taken ?
b. What will be my rights if the borrower defaults?
c. Arethere any weaknesses, either legal or practical, in this security ?
As an alternative to taking over the sugar, could I hold the sugar in the
warehouses ?