A Critical Analysis of the Inbreng Agreement Between PTPN II and PT Nusa Dua Propertindo from the Perspective of Defective Consent Doctrine: Misbruik van Omstandigheden
DOI:
https://doi.org/10.33751/jhss.v10i2.202Keywords:
inbreng, state-owned HGU, abuse of circumstances, defective consent, state assetsAbstract
This article critically examines the inbreng agreement concerning land assets under Hak Guna Usaha (HGU/Right to Cultivate) from PTPN II to PT Nusa Dua Propertindo (PT NDP) from the perspectives of contract law, company law, land law, state-owned enterprise law, and the doctrine of defective consent in the form of abuse of circumstances (misbruik van omstandigheden). This study is motivated by the use of corporate instruments to optimize or transfer state-owned enterprise assets through capital contribution in the form of land, which is subsequently connected to the conversion of HGU into Hak Guna Bangunan (HGB/Right to Build), operational cooperation with property developers, and allegations of state financial losses. This research applies a normative legal method with descriptive-analytical specifications, using statutory, conceptual, and case approaches. The legal materials consist of primary, secondary, and tertiary legal materials, which are analyzed through qualitative juridical analysis. The findings indicate that inbreng is, in principle, a lawful legal act under Article 34 of the Indonesian Company Law, provided that it involves transferable objects, fair valuation, and proper corporate procedures. However, when the object of inbreng is HGU land belonging to a state-owned enterprise, its validity cannot be assessed merely on formal grounds. It must be substantively examined through the authority of corporate organs, the principles of good corporate governance, compliance with land law, the governance of state-owned enterprise assets, the state’s entitlement arising from the conversion of HGU into HGB, and the quality of corporate consent. This article argues that misbruik van omstandigheden is relevant in assessing whether the consent to the inbreng was formed freely and proportionally, or instead resulted from the exploitation of special circumstances, such as pressure to optimize assets, dependency on development schemes, information asymmetry, conflicts of interest, and imbalance of economic benefits. If proven, the legal consequence may be the annulment of the agreement; whereas if the defect concerns the object or causa that is contrary to law, the agreement may be declared null and void, accompanied by the recovery of state assets.
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