ALSA Indonesia Legal English Vocabularies - Contract Law

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ALSA INDONESIA LEGAL ENGLISH VOCABULARIES #2 Academic Activities & Training ALSA Indonesia 2020 CONTRACT LAW

No.

Terminology

Definition

Explanation

Example

Arrangement or understanding It may be created by between two or more Parties agreement​, by statute 1.

Agreement, Contract.

made verbally, in writing, by or by judgment.

Perjanjian

conduct or a combination of these

forms.

The

term

"agreement" covers both Deeds and Contracts.

Methods

for

resolving Agreements

problems without going to contain

often

a

clause

court. (these methods include requiring the parties to Alternative 2.

Dispute Resolution (ADR)

Alternatif Penyelesaian

negotiation,

mediation,

arbitration)

and participate in ​ADR and prescribing processes

Sengketa

what

they

follow disagreement concerning

will

if

a arises the

agreement.

1. Method

3.

Arbitration

Arbitrase

of

dispute Contracts often include

resolution where a private arbitration

clauses

tribunal rather than the nominating

an

courts

of

competent arbitrator in advance.

jurisdiction determines the dispute

between

the

parties to an agreement; 2. The party of the contract

used

an

independent

third-party

to

settle

disputes without going to court.

The

third-party

acting as an arbitrator must be agreed by both sides. *Indonesia

has

several

arbitration institutions, such as BANI

Arbitration

Center

(BANI) or Bali International Arbitration

and

Mediation

Center (BIAMC) A term that lawyers use to Drafting describe

the

and

more generic understanding

clauses that appear in most Boilerplate 4.

Boilerplate Clauses

Clauses

Klausul

agreements. Boilerplate clauses takes an in-depth look

Standar/Klausul

are often inserted at the end of at the practical and

Baku

a deal under a heading like effective "General provisions".

use

of

boilerplate clauses in your

commercial

contract.

1. A failure of a party to a A ​breach of contract contract to perform his or will make the whole her obligations as agreed contract void and can 5.

Breach of Contract

upon within the contract; Wanprestasi

lead to damages being

2. Failure to comply with awarded one or more terms or party, conditions Agreement.

of

against which

is

an breach (violation).

the in

1. A term of a contract which Most U.S. ​Choice of sets the jurisdiction for Law ​Clauses selects dispute resolution, or the the laws of one of the

applicable law, in the fifty states (e.g. New event

of

any

dispute York) rather than the

between the contracting nation (i.e. the United 6.

Choice of Law

Klausul Pilihan

Clause

Hukum

parties; 2. A

States).

provision

in

an

agreement in which the parties stipulate that the direction of a particular jurisdiction determine

shall any

dispute

between them arising from the Agreement.

1. Property which has been People put up their committed to guaranteeing homes as ​collateral to a loan; 7.

Collateral

Jaminan

2. Property

raise

(such

the money

to

as invest in the scheme.

securities) pledged by a borrower to protect the interests of the lender.

Damages recovered in payment She was awarded a for actual injury or economic large 8.

Compensation

Biaya Pengganti

sum

in

loss, which does not include compensatory punitive damages (as added damages. damages due to malicious or grossly negligent action).

9.

Confidential

Rahasia

The terms of Agreements are A

typical

sometimes required to be kept confidentiality

clause

confidential.

Further,

some might say, "The phrases

Agreements contain a clause and circumstances of listing

specific

information this

Agreement

are

arising from or shared under completely the Agreement that must be confidential kept confidential.

between

the parties and shall not be disclosed to anybody else. Any disclosure in violation

shall

be

deemed a breach of this Agreement."

1. An

amount of money Usually, the ​Damages

payable to a person to awarded will be enough compensate that person for to put the injured party a loss;

in the position it would

2. Amount of cash sought or have been in if there awarded to a Party to an had been no Breach.

Agreement to offset the loss that Party has suffered 10.

Damages

Denda

because another Party has breached the Agreement; 3. Financial

compensation

demanded by or directed by a court to be paid to a claimant as compensation for a financial loss or injury

to

person

or

property.

1. A binding promise to do A ​deed that contains 11.

Deed

Akta

something or certifying a one or more warranties, transaction which adheres such as the validity of to required legal rituals the grantor’s title, the

such as a seal or form of recipient’s signature;

right

of

“quiet enjoyment� of

2. A binding contract to do the property, and the something or authorising a right to resell it free of transaction which adheres any

encumbrances;

to required legal practices contrast quitclaim deed. such as a seal or form of signature.

Country

or

State

laws This

agreement

is

applicable to the Agreement. governed by the law in The Governing law will be force in [e.g. country or used to interpret and make State of residence of 12.

Governing

Hukum yang

Law

Berlaku

decisions on the Agreement. one of the parties, for This is particularly relevant in instance DKI Jakarta] the event of a contractual dispute where the Parties are based in separate countries or States.

1. A promise by a third party Indemnification to pay a debt owed, or clause

e.g.

The

repay a loss caused, by indemnified party to another party; 13.

Indemnity

Ganti Kerugian

recover certain types of

2. Contract with a third-party losses, to

perform

such

as

another's attorney's fees, which

obligations if called upon are

not

to do so by the third-party, recoverable

typically under

a

whether the other has common law cause of defaulted or not.

action.

1. A jurisdiction clause sets This agreement and its 14.

Jurisdiction

Yurisdiksi

out the country or state attachments and

any

whose laws will govern amendments thereof are

the contract and where any applicable, subject to legal action must take and interpreted based place;

on the applicable legal

2. The authority is given by jurisdiction

in

law to a court to try cases Indonesia. and rule on legal matters within

a

particular

geographic area and over certain

types

of

legal

claims.

It is

vital to

determine before a lawsuit is filed, which court has jurisdiction.

1. A written statement of the Following

this,

one

intention to enter into a subcontractor is issued a ​letter of intent for

formal agreement; 15.

Letter of Intent

Surat Pernyataan

2. A document declaring the the

award

of

Kehendak/ Surat

preliminary

commitment subcontract (while the

Pernyataan Minat

of one party to do business other participants may with another. The letter receive

a

fixed

outlines the chief terms of reimbursement). a prospective deal. legal They have no ​legal

1. Someone's responsibility,

duty,

or liability for damage to

obligation to compensate customers' possessions. another person for the 16.

Liability

Kewajiban

harm the first person has caused by breaching legal responsibilities

to

the

other person; 2. A legal obligation, either

due now or at some time in the future.

1. A contract governing the Under the new ​loan extension of funds from arrangement​, one party to another with short-term

borrowing

the agreement that the has to be repaid within 17.

Loan

Perjanjian

Agreement

Hutang Piutang

money will be repaid;

a

12-

to

24-month

2. A loan agreement states period. the

interest

repayment

rate,

the

period,

the

collateral (if any) and any special terms.

1. A

document

which 1. In April, the two

generally is not intended

countries signed a

to be legally binding but,

memorandum

if

understanding ​on

meeting

the

other

criteria, can be, in law, a contract.

2. An Memorandum 18.

of

Nota

Understanding

Kesepahaman

(MoU)

trade cooperation; 2. MBf

agreement between

of

signed

a

two parties, usually two

memorandum

of

companies, outlining the

understanding

to

rights and responsibilities

the effect yesterday.

each has for a particular venture or project.

3. An MoU is intentionally vague and is usually the first step toward a full contract.

Negotiations

generally continue after the

MoU

is

signed.

However, an MOU is

BOC

Capital and

more formal and legally binding than a handshake agreement

and

is

enforceable in a court of law.

Any

participant

in

an 1. To

refer

to

Agreement or Litigation, one

contracting party in

who holds the obligations and

the

receives the benefits of a

either

legally binding agreement.

available

Agreement, use

Party

Para Pihak

the

reference

(e.g.

19.

a

Seller,

Licensee,

Service

Provider,

Lender,

Purchaser

or

Shareholder); 2. Alternatively,

it

could refer to the form of the legal entity of the party (Company; Corporation).

An agreement typically used to The grantors typically create a security interest in enter into the ​pledge equity 20.

Pledge Agreement

Perjanjian Gadai

interests

(including agreement

with

a

capital stock, LLC interests, collateral agent, which and partnership interests) and is acting on behalf of promissory notes.

lenders syndicated

under

a loan

agreement.

21.

Precedent

Preseden/ Peristiwa yang

1. A condition or event that An insurance contract must come to pass before may require the insurer

mendasari prestasi

a

specific

contract

is to pay to rebuild the

considered in effect or any customer’s home if it is obligations are expected of destroyed by fire during either party; 2. An

the policy period. The

event which must fire

occur,

unless

is

​condition

a

its precedent​.

non-occurrence

The

fire

is must occur before the

excused,

before insurer is obligated to

performance

under

a pay.

contract becomes due, i.e., before

any

contractual

duty exists.

1. An

​Settlement

agreement, or the The

document

which Agreement has been

articulates the agreement, duly

and

validly

which sets or resolves executed and delivered rights;

by each of the parties to

2. The process in which a it, is significant, and buyer makes payment and constitutes valid and receives the agreed-upon binding obligations of 22.

Settlement

Penyelesaian

good or service. This term Seller

and

is used on exchanges to Affiliate

and

indicate when a security enforceable actually changes hands, Seller

Seller

and

against Seller

which often occurs several Affiliate following the days after a trade is made;

terms therein.

3. The transfer of the deposit (for the seller) or cash (for the buyer) to complete a secure transaction.

23.

Subrogation

Subrogasi

1. The substitution of one Along

with

seeing

person to the rights of utilities get out from another;

under the burden of

2. A right held by most wildfire risk, insurers insurance

carriers

to would effectively have

legally pursue a third party to sign on for deep that caused an insurance subrogation discounts loss to the insured. This is on future fires. done

to

recover

the

amount of the claim paid by the insurance carrier to the insured for the loss.

1. A clause stating that the Agreement will end after a specific date; 2. A

measure

within

an

that the law shall cease to

24.

Sunset Clause

Klausul Batas Waktu

a

be ​transparent and strictly

agreement that provides affect

1. State ​funding ​must

specific

date

​limited

under a ten-year '​sunset​ ​clause​'.

2. In

addition

to

reducing the final

unless further legislative

income

action is taken to extend

from 1% to 0.5%,

the law;

this

3. A provision of law that it will

automatically

tax

MSME

rate tax

regulation will also

be

apply time-limited

terminated after a fixed

final PPh in the

period

sunset clause​.

unless

it

is

extended by law; 4. A statement in the contract of sale that effectively puts a time limit on the contract's validity. If the settlement has not taken place by the end date

included in the clause, both parties are legally entitled to walk away from the contract.

1. To waive one’s rights e.g., A failure by either means

to

intentionally party to take action to

give up one's rights.

25.

Pengenyampingan

Waiver

/Pelepasan

2. An

enforce its rights does

intentional not constitute a waiver

relinquishment

or of any right or remedy

abandonment of a known under this Agreement right or privilege.

unless it is in writing signed by the party granting the ​waiver​.

Sources Black’s Law Dictionary 9th Edition Cambridge Dictionary, (https://dictionary.cambridge.org/dictionary/english accessed on 24th November 2020) Law Insider, (https://www.lawinsider.com/clause accessed on 24th November 2020) Legal Information Institute, (https://www.law.cornell.edu/wex/ accessed on 24th November 2020) Merriam Webster Dictionary, (https://www.merriam-webster.com/dictionary accessed on 6th July 2020) Thomson Reuters, (https://uk.practicallaw.thomsonreuters.com accessed on 24th November 2020) ______________,

(https://legal.thomsonreuters.com/en/insights/articles/

accessed

November 2020) Victoria Law Foundation, Legal Glossary (https://victorialawfoundation.org.au/sites/default/files/attachments/Legal-glossary_0.pdf accessed on 5th July 2020)

on

24th