Differences in Bilingual Agreements, Which One Applies?

PERTANYAAN

1. Is there a minimum time requirement in the letter of agreement?
2. If the cooperation agreement is made in two languages (English and Indonesian), if there is an inconsistency, it is agreed that English will prevail. Are there any binding rules regarding the use of language in the cooperation agreement letter? Thank you for your answer.

INTISARI JAWABAN

In an agreement, there is no minimum duration of the agreement. This is based on the principle of freedom of contract in Article 1338 Civil Code, which states that the parties to a contract have the freedom to make an agreement, regardless of its content and form.

Then, answering the next question, if the cooperation agreement is made in two languages, which version applies if there are inconsistencies/differences?

Please read the review below for a further explanation.

ULASAN LENGKAP

This article is an English translation of Ada Perbedaan dalam Perjanjian Dua Bahasa, Mana yang Berlaku?, written by Dian Dwi Jayanti, S.H., and was published on Friday, 12 May 2023.

This article below is an update of the article with the same title written by Try Indriadi, S.H., and was first published on Monday, 30 April 2012.

All legal information available on Klinik hukumonline.com has been prepared for educational purposes only and is general in nature (read the complete Disclaimer). In order to obtain legal advice specific to your case, please consult with Justika Partner Consultant.

Is there a Minimum Length of Time of Agreement?

In an agreement, no minimum length of time must be specified in the agreement. This is based on the principle of freedom of contract in Article 1338 Civil Code which states that the parties in making a contract have the freedom to make an agreement, whatever the content and what form it takes, which reads in full:

All agreements made in accordance with the law shall apply as law to those who create them. The agreement cannot be withdrawn other than by agreement of both parties or for reasons determined by law. The agreement must be carried out in good faith.

The power of an agreement is basically binding for the parties who create it as long as they agree on the agreement's form and content and must be carried out in good faith.

Also read: 5 Principles of Civil Law Related to Agreement

Thus, answering your question, the minimum length of time of the agreement you are referring to is not specifically regulated by laws and regulations but is regulated and agreed upon by the parties.

Use of Language in Agreement

Regarding the use of language in a cooperation agreement with foreign parties, this has been regulated based on Article 31 Law 24/2009 which states that:

1. Indonesian Language must be used in a memorandum of understanding or agreement involving state agencies, government institutions of the Republic of Indonesia, Indonesian private agencies, or individual Indonesian citizens.
2. The memorandum of understanding or agreement as referred to in paragraph (1) which involves a foreign party shall also be written in the national language of the foreign party and/or in English.

Furthermore, it is explained in the elucidation of the article that “agreement” shall include international agreements, namely any agreement in the field of public law regulated by international law, and entered into by governments and countries, international organizations, or other international legal subjects. International agreements shall be written in the Indonesian language, languages of other countries, and/or English. However, specifically for agreements with international organizations, the language of the international organizations shall be used.[1]

It is also important to note that in a bilateral agreement, agreement texts shall be written in the Indonesian language, the national language of the other country, and/or English, and all texts shall have similar content to the original.[2]

Therefore, the regulation regarding the use of Indonesian language in cooperation agreements with foreign parties has been expressly regulated in Article 31 Law 24/2009 which requires the use of Indonesian language in a contract in which all or part of the parties are from Indonesia. Then if the contract is partly with a foreign party, the contract is also written in the national language of the foreign party and/or in English.

So to answer your question, in our opinion, if there are inconsistencies/differences in the contents of the agreement, it can be agreed by the parties, which version applies because as explained above, all texts of agreements made in various languages are equally original, or in other words, the same validity.

These are the answers we can provide, we hope you will find them useful.

Legal Basis:

1. Indonesian Civil Code;
2. Law Number 24 of 2009 on the Official Flag, Language and Emblem, as well as the National Anthem.

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[1] Elucidation to Article 31 section (1) Law Number 24 of 2009 on the Official Flag, Language and Emblem, as well as the National Anthem (“Law 24/2009”).

[2] Elucidation to Article 31 section (2) Law 24/2009.