Analisis Yuridis Terhadap Wanprestasi dalam Perjanjian Jual Beli Saham (Studi Putusan Mahkamah Agung No. 6686K/PDT/2024)

Abstract

This research discusses Supreme Court Decision No. 6686 K/PDT/2024, which is a cassation-level ruling against Samarinda High Court Decision No. 64/PDT/2024/PT.SMR jo. Samarinda District Court Decision No. 120/Pdt.G/2023/PN.Smr. The main issue in the decision concerns a breach of contract (wanprestasi) in a share purchase agreement committed by the buyer, who failed to fulfill its obligation to pay for the shares in accordance with the agreed price. This research aims to examine the regulation of share sale and purchase under Indonesian positive law, the forms of breach of contract in share purchase agreements, and to analyze the judges’ legal considerations and rulings regarding the breach of contract in Supreme Court Decision No. 6686 K/PDT/2024. This research employs a normative juridical method by collecting secondary data. It applies a statutory approach and a case approach through a literature review. The results of this research indicate that share sale and purchase agreements are subject to Book III of the Indonesian Civil Code, Law No. 40 of 2007 on Limited Liability Companies and its amendments for closed (private) companies, as well as Law No. 8 of 1995 on Capital Markets and OJK regulations for public companies. The form of breach of contract in a share purchase agreement constitutes a violation of Article 1234 of the Indonesian Civil Code, whereby one party fails to perform its obligation to give something, to do something, or to refrain from doing something. With regard to the judges’ considerations and ruling in Supreme Court Decision No. 6686 K/PDT/2024, the Court essentially declared that the Defendants had committed a breach of contract in the share purchase agreement and violated Article 1234 of the Indonesian Civil Code. The form of breach committed by the Defendants as Buyers was their failure to fulfill the obligation to pay the agreed share price in the amount of IDR 3,000,000,000 (three billion rupiah), along with the payment of royalties/fees. Consequently, the panel of judges annulled the sale and purchase between the Plaintiffs and the Defendants, including the Share Purchase Deed, thereby deeming the agreement to have never existed.