A well-drafted contract is the cornerstone of every successful business. Yet, for many Chinese enterprises in Indonesia, these documents can easily shift from protective safeguards to hidden liabilities. Vague clauses, missing commencement date, or inconsistent language may seem minor but can disrupt operations and expose companies to legal challenges. The real challenge is not simply signing a contract, but ensuring it can withstand scrutiny when disputes arise.
Recognizing this, Schinder Law Firm recently conducted a hybrid in-house training on Contract Review for PT Borneo Alumindo Prima (BAP). Held at BAP’s office in Jakarta and streamed online to accommodate ongoing operations in Ketapang, West Kalimantan, the programme was tailored to the client’s context, industry, and preferred style of communication. This approach allowed legal awareness to be strengthened across departments without interrupting day-to-day business.
Key Insights from the Training
The training underscored that no two contracts are alike; each requires a tailored review process depending on its subject matter. Participants gained practical guidance on how to:
- Identify the core subject of an agreement—whether sales, cooperation, or lease—and concentrate on the specific risk areas most likely to affect its enforceability.
- Verify compliance with laws and regulations, ensuring that contracts do not contain clauses that violate Indonesian law.
- Adjust contract terms to balance business needs with regulatory requirements, including negotiating unfavorable clauses and ensuring inclusion of key provisions such as force majeure, dispute resolution, and governing law.
Drawing on BAP’s internal legal audit, the session also highlighted recurring issues in existing contracts. These included overly broad language, incomplete location details, unclear commencement dates, inconsistent use of Bahasa Indonesia and foreign languages, and insufficient business-specific provisions such as pricing mechanisms or technical specifications. Through practical examples, participants were shown how to recognise such gaps and propose corrective measures, ensuring contracts remain enforceable while safeguarding commercial interests.
The session was led by Budhi Satya Makmur, S.H., M.H., Partner at Schinder Law Firm, whose 14 years of experience in litigation, arbitration, and corporate matters include representing both domestic and multinational enterprises in high-stakes disputes before Indonesia’s arbitration institutions and national courts. His expertise offered participants both authority and practical insight into navigating complex contracts. To further ensure the program was delivered in a way that was clear and accessible to participants, Budhi was supported by Rifcky Utomo, S.H., a Schinder lawyer experienced in cross-border matters involving Chinese, English, and Indonesian-speaking companies. Rifcky’s assistance helped align the discussion with the client’s business context and day-to-day realities.
Building Capacity for the Future
The training underscored the critical role of precise drafting, effective negotiation strategies, and proactive contract management as cornerstones for preventing disputes and reducing business risks. Participants walked away with practical tools to negotiate with confidence and to draft agreements that balance both legal certainty and commercial clarity.
More than just a technical exercise, the programme served as an investment in foresight—equipping PT BAP with the capacity to anticipate potential disputes and to approach contracts as dynamic instruments that evolve with business needs. In this sense, contract review is not only about avoiding pitfalls but also about building a stronger foundation for governance, resilience, and long-term sustainable growth.
Schinder Law Firm remains committed to guiding Chinese enterprises through Indonesia’s evolving regulatory landscape. With careful training and strategic support, the fine print in a contract can be transformed from a hidden risk into a source of resilience and opportunity.
If you, a prospective client, have further inquiries about the topic discussed above, Schinder Law Firm is one of many corporate law firms in Indonesia that has handled numerous similar matters, with many experienced and professional corporate and civil lawyers in its arsenal, making it one of the top consulting firms in Indonesia. Feel free to contact us at info@schinderlawfirm.com for further consultation.
Author:
Budhi Satya Makmur