Legal Literacy - This article discusses in detail the structure and anatomy of contracts in business, both sharia and conventional, revealing the importance of elements such as introduction, definitions, and termination clauses. Through in-depth analysis, readers will understand how contracts can form effective legal relationships and maintain integrity in every agreement, as well as effective ways of resolving disputes. This information is vital for legal professionals, business people, and anyone involved in contract drafting.
Introduction
In the business world, contracts or agreements are matters that are specifically considered or regulated. Both sharia and conventional contracts require references in the implementation and drafting of contracts while still paying attention to the principle of freedom of contract for the parties. In business, contracts are often used as a tool to regulate business relationships between the parties involved. Contracts can be in the form of sale and purchase agreements, leases, collaborations, to profit-sharing agreements. The importance of understanding structure and anatomy in business cannot be ignored.
In understanding the anatomy of a contract, it is important to understand that contracts can vary depending on the type of agreement made. However, in general, contracts have several important elements that include introduction, definitions, description of goods or services, rights and obligations, payment, violations, and compensation. Therefore, this article will discuss in depth the structure and anatomy of contracts and how to understand them to maintain the integrity of the contract.
Contract Structure and Anatomy
The following is an explanation of the structure and anatomy of contracts:
1. Beginning or Head of Deed/Agreement
2. Irah-irah
The beginning of a sharia contract contains the Basmalah sentence and several quotes from the Al-Qur'an which are included before the title, although the Law does not mention it. However, according to Muhammad Tahir Manshori, one of the rules of sharia contracts is the intentions, goals, and motivations of the parties. The Basmalah sentence serves as a motivation for the intentions and goals in making a sharia contract.
3. Contract Title
The title of the contract usually includes: the same as the content of the contract, reflects the provisions that apply in the contract, and the title is not too broad or too narrow. The title of the contract provides an overview of the contents of the contract and is national in nature, such as: credit agreement, consumer finance agreement, fiduciary security agreement, motor vehicle leasing agreement.
4. Contract Opening
After the title, there is the deed number, hour, day, date, month, and year of making the deed or contract, as well as the full name of the notary. The purpose of the contract number is as a form of administrative order in accordance with Article 38 paragraph 2 Law No. 30 of 2004. After that, include the hour, day, date, and year of making the contract. Meanwhile, the location of the contract creation date is adjusted to the wishes of the parties, unless the authentic deed already has its own format which is generally placed at the beginning of the contract. There are two models for opening a contract, namely: The contract date is mentioned at the beginning of the contract, and the contract date is mentioned at the end of the contract.
5. Recital
This is the part of the contract that contains the complete identities of the parties bound by the contract. It must contain several items in accordance with paragraph 3 of Article 38 of Law No. 30 of 2004 concerning Notary Positions, including:
- Full name, place and date of birth, nationality, occupation, position, domicile, and address of the person they represent.
- Information regarding the person they represent.
- The content of the deed or contract represents the will of the parties.
- Full name, place and date of birth, as well as occupation, position, domicile, and address of each identifying witness.
6. Background
The background or recital introduces the parties to the main objective of establishing a legal relationship between them. In addition, it is useful for interpreting the content of the contract or deed. The recital section usually begins with the word “that” or with the sentence “The Parties first explain the following”.
7. Content
The content of the agreement is usually represented in articles, and each article is titled. The content of an agreement usually includes 3 elements, namely: essensalia, naturalia, accidentalia, and these three elements must be present in every agreement. Another important element that must be present is the mention of settlement efforts in the event of disputes or conflicts.
8. Definitions
This section formulates the terms contained in the contract. Articles that include definitions are only sufficient for key terms in the contract to avoid differences in interpretation.
9. Arrangement of Rights and Obligations
This substance is expected to cover all the wishes and desires of the parties comprehensively, including the determination of the object of the contract or agreement and others.
10. Domicile
The purpose is to facilitate the parties in establishing legal relations. Domicile is divided into two types, namely: first, the actual place of residence. The place for carrying out legal actions in general. This actual place of residence is divided into two, namely voluntary place of residence and mandatory place of residence. Second, the chosen place of residence. The chosen domicile is divided into domicile determined by law and domicile freely.
11. Force Majeure
The parties insert an article on this matter as a form of anticipation of facing circumstances beyond the control of the parties. Force majeure circumstances must be clearly defined in the following article.
12. Default and Termination of Contract
Default is the failure to fulfill the obligations of one of the parties, as stated in the contract. The article that is part of this is usually a consequence for the party who does not fulfill their obligations. The contract must include the termination of the contract. Termination of the contract is an effort to terminate the contract made by the parties. The following are the provisions for termination of the contract based on Articles 1265, 1266, and Article 1267, including:
- The agreement will be canceled if one of the conditions is not met, the creditor must return the goods and the situation returns to its original state.
- The agreement is canceled by order of the court.
- The agreement is canceled if one of the parties does not fulfill its performance, and the party must compensate for the losses for the cancellation of the contract.
13. Dispute Resolution Patterns
A Contract Law Dispute is a condition where disagreement or differences of opinion arise between the parties who made the contract regarding the law and facts related to the non-fulfillment of rights or the non-performance of obligations stipulated in the contract and/or changes to the content (performance) stipulated in the contract and/or the termination of contractual legal relations carried out by one party without the approval of the other party. This section also reflects the principle of “good faith”; if a dispute occurs, the parties need to build effective communication through various means, including:
- Settlement between parties, such as negotiation and deliberation.
- Settlement by presenting a mediator, such as mediation, consolidation, and arbitration.
- Settlement through the courts.
14. Closing of Deed/End of Contract
The closing is the final part of the contract. Each agreement has a different closing section. In addition to closing the entire contract, the closing section sometimes also provides additional information that confirms the entire contract.
15. Signature
According to Yahya Harahap, a signature functions to identify the characteristics of the signatory and as a form of agreement from the parties to the contract. A signature is also a symbol that the parties are willing to carry out legal actions in accordance with the contents of the contract, both rights and obligations. In a private deed, the signatures required are those of the parties and witnesses. Meanwhile, in an authentic deed, the signatures affixed are those of the parties, witnesses, and the deed-making official.
As for the integrity of a contract, it is very important to ensure that all parties involved in the agreement comply with the agreement that has been made. Without strong integrity, the contract becomes meaningless and can cause legal problems in the future. Integrity is the basis of trust and good relations between individuals and companies, so maintaining integrity is an obligation for anyone who wants to achieve success.
References
- Agus Kasiyanto, “Proficient in Drafting Contracts” Central Java: Eureka Media Aksara, 2022 Noor, Muhammad. “T-Issn 1829-9067; e-Issn 2460-6588.” Jurnal Pemikiran Hukum Islam 17, no. 1 (2012): 90–94.
- Amelia, Eka. “Anatomy of a Contract.” Blogger, 2017. http://ameliaintharit.blogspot.com/2017/10/anatomi-kontrak.html.
- Salim, Abdullah, and Wiwiek Wahyuningsih, “Contract Drafting & Memorandum of Understanding (MoU),” Jakarta: Sinar Grafika, 2021
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