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In the Indonesian legal system, Book III of the Civil Code (KUHPer) regulates obligations and agreements in general. The main characteristic of Book III is its open nature. This means that every individual has the freedom to make agreements according to their own needs.

However, this freedom is not absolute. Agreements that are made must still comply with certain limitations, such as not contradicting the law, public order, and morality. These provisions are intended to ensure that agreements remain within the boundaries of the law.

The flexibility in making agreements serves as an important foundation in civil law practice. It allows individuals to adjust the contents of the agreement according to the circumstances and interests of each party, without being bound to a single standard format.

Nevertheless, there are certain mandatory elements that cannot be ignored. Particularly in a sale and purchase agreement, the law requires the fulfillment of specific conditions that must be met for the agreement to have valid legal force, especially when it involves high-value objects such as land.

Essentialia Elements

Essentialia elements are the key components that must be present in an agreement for it to be legally recognized as a sale and purchase agreement. These elements are fundamental and cannot be disregarded. If any of the essentialia elements are not fulfilled, the agreement cannot be classified as a legally valid sale and purchase.

In the context of land sale and purchase, the first essentialia element is the agreement of the parties (consensus). The seller and buyer must consciously and voluntarily express their consent to the transaction. This agreement must reflect free will, without any element of coercion, fraud, or mistake. It forms the basis of the principle of freedom of contract in civil law.

The second element is the object of sale, namely the land being transacted. This object must be clear, specific, and identifiable. In the case of land, clarity is usually provided by including information such as the certificate number, area, geographical location, and boundaries of the land parcel. This identification is crucial to avoid disputes over what exactly constitutes the object of the transaction.

The third element is the price, which must be clearly agreed upon by the parties. This price is usually expressed as a specific sum of money or another value that can be converted into monetary terms. A clearly defined and non-speculative price is a requirement for a valid sale and purchase agreement, as it demonstrates that the transaction is real and not merely a promise without economic value.

For example, Seller A and Buyer B agree to transact a plot of land with Freehold Title Certificate No. 123, covering an area of 500 square meters, located in Denpasar. Both parties agree on a price of IDR 1 billion for the land. In this case, all three esensialia elements are fulfilled: there is an agreement, a clear object, and a definite price, making this agreement legally valid as a sale and purchase under Indonesian civil law.

Absence of Essentialia Elements

In everyday practice, especially in sale and purchase transactions conducted informally, it is still common to find agreements recorded only in the form of a payment receipt or a simple statement letter. These documents often do not contain complete information about the object being sold or the transaction price. For example, it may simply state, “Received the sum of IDR 100 million from Budi for the purchase of a plot of land,” without any details about the land in question. From a legal perspective, however, clarity regarding the object and price is an essential requirement that determines the validity of a sale and purchase agreement.

When an agreement does not explicitly specify the object of sale, such as the location, area, boundaries of the land, or certificate number, it is considered to have failed to meet the essentialia elements. The same applies if the price is not stated clearly and cannot be easily identified. For example, if the agreement merely states “price as agreed” without specifying a nominal value or the basis for calculation, the price provision is also deemed unclear. This situation creates a legal loophole that certain parties may exploit to avoid obligations or unilaterally cancel the agreement.

The consequences of failing to fulfill the essentialia elements are very serious. In many cases, such an agreement may be considered as never having existed, or at the very least, as having no legally binding force. This can lead to legal consequences such as lawsuits for cancellation of the agreement, rejection of land title registration at the land office, or even ownership disputes resulting in significant financial losses. Imagine a buyer who has paid hundreds of millions of rupiah for a piece of land, but because the agreement documents do not specify the object and price in detail, they lose the legal basis to claim rights to the land.

Therefore, it is crucial for all parties involved in a land sale and purchase transaction to ensure that all essential elements are stated completely and clearly in the agreement documents. The price and object are not merely administrative formalities but serve as the main foundation that provides legal certainty and protection for both parties. Ignoring this is tantamount to opening the door to disputes and the loss of rights that should be protected by law.

Other Non-Mandatory Elements

Unlike the Essentialia elements that must be present for an agreement to be valid, there are also the Naturalia and Accidentalia elements. Naturalia elements are provisions that automatically attach to a certain type of agreement by virtue of law, even if they are not explicitly stated by the parties. For example, in a lease agreement, the obligation of the tenant to return the item in its original condition is part of the naturalia elements. This provision remains in effect even if it is not written, as long as there is no agreement stating otherwise.

Meanwhile, Accidentalia elements are additional provisions specifically determined by the parties and only apply if agreed upon. These elements do not attach automatically and do not affect the validity of an agreement if they are not included. For example, in a land sale and purchase agreement, clauses regarding installment payments or prohibitions on resale within a certain period are considered accidentalia elements. These provisions are conditional and exist solely because of the parties’ agreement, not because they are required by law.

The essence of naturalia and accidentalia elements is that neither is mandatory for an agreement to be considered valid. Naturalia elements apply automatically unless excluded by agreement, while Accidentalia elements apply only if agreed upon and included in the contents of the agreement. By understanding the differences and functions of each element, the parties can draft a more comprehensive agreement that suits their needs without compromising the validity of the agreement itself.

Read also: Elements in a Land Sale and Purchase Agreement: Essentialia, Naturalia, and Accidentalia

Conclusion

Anyone planning to engage in a transaction, especially involving high-value objects such as land, should also have a fundamental understanding of this matter. This is because even a small mistake in drafting the agreement can lead to significant legal consequences.

Often, an agreement may look neat on paper but actually contains fatal flaws because it does not clearly state essential elements such as the price and the object. This can render the agreement legally defective and invalid. Therefore, it is crucial for anyone to be more careful before signing any documents related to property transactions.

If you are considering a land sale and purchase, take the time to carefully review the contents of the agreement. There is no harm in consulting a legal advisor to ensure that all essential elements have been fulfilled. With this small step, you are wisely protecting yourself and your investment.