Mrs. Sheila, 30 years old, and Mr. Ahda, 32 years old, they were partners in running "Tomatoes" cafe in Bandung, established in 2019. It was a small cafe and very cozy, had free wifi with various menu recommended and offered cheap price as well. They run their business smoothly and 2 years later they planned to expand their business into a cafe bungalow. To make sure the expansion plan went well, Mrs. Sheila and Mr. Ahda decided to 'upgrade' their partnership into a "Perseroan Terbatas" (PT) under the name PT.GALERIA . Mrs. Sheila asked her 50-year old aunty, Rossana, to invest in the PT and then her aunt invested IDR 100,000,000, while Mrs.Sheila put IDR 200,000,000 and Mr. Ahda put IDR 80.000.000 as investment, they fulfilled 50% shares of the company with the value of each share was IDR 1,000,000. They agreed that Mr. Ahda would act as Director and Mrs. Sheila acted as Board of Commissioner. The caf was under the management of PT. Galeria, it was named "The Bamboo's Caf Resto and Bungalow". It was going to be built on an area of 7 Ha land, located in a beautiful village. The land was owned by Rossana, it was under her name. They needed more fund to build the cafe, for that reason Mr. Ahda got a loan in amount of IDR 300,000,000 from Bank USB and used the land as guarantee. The loan was going to be used to build the construction of the cafe building, thus Rossana as private person made a deal with Mr. Ahda as the representative of the Company, and they agreed to split the nett profit before the deviden. The value of the asset (land) was IDR 1,000,000/M2. Three years after the establishment of the cafe bungalow, PT. Galeria had a good performance and as the result of General Meeting of Shareholders (=RUPS), the Company decided to expand their cafe bungalow by establishing a convention hall. The caf bungalow developed very fast because of market control. The management forbade the other restaurant to be established around Bamboo Cafe Resto and Bungalow. As they intended to expand their business, they need to find more investors, and in the opinion of Mrs. Sheila and Mr.Ahda, entering the Capital Market was a good choice. So they decided to make their company being "Go Public" in order to gain more capital for long term investment. Eventually, due to global financial crisis, their stock value decreased, resulting in the company's failure to maintain their cashflow. They suffered a big financial loss and had to dismiss some of their employees and also could not meet the requirements for their credit payments according to the credit agreement. The management paid its employees' "Severance Money/compensation", but failed to pay their "(Work Period) Appreciation Money", which caused the terminated employees unsatisfied and brought the case to the Industrial Court. Also, since the Company had problems in making the payments for the credit, Bank USB had to execute the guaranteed land. As a shareholder, Rosanna found out that the problem of the Company was caused by the mismanagement by the Board of Directors. Rosanna had opinion that the land should not be executed by the Bank, therefore Rosanna sued PT. Galeria for breaching of contract and pursuant to the contract between her and the Company. She decided to bring the case to the Indonesia National Board of Arbitration (=BANI). Before went through the arbitration, Mr. Ahda, as the Director of the Company, has tried all the necessery steps to reach a resolution with Rossana. However, they failed to reach agreement and finally start with the arbitration. The decision of the arbitration was that the Company has breached the contract and had to restore the land to Rossana in accordance with the value of the land. Please answer THE ISSUES: 1. Contract Law: Please explain, what are important clauses that have to be contained in the partnership agreement between Mrs. Sheila and Mr. Ahda when they establish the Bamboo Cafe? Why are these clauses important to be included in the partnership agreement? 2. Company Law (Business Organization): a. What should Mrs. Sheila and her partners do to set up the PT? b. What is the responsibility of the board of directors if the losses suffered by PT are caused by the directors' faults and comissions? 3. Labor/Manpower Law: Is it possible for the employees of The Bamboo's cafe resto and bungalow enforce their labor rights and seek compensation from PT Galeria? 4. Intelectual Property Law Based on the above case, are there any assets that can be categorized as an intangible one? Please explain with simple reasoning