Disparity in Court Decisions Regarding the Position of Company Articles of Association and Director's Signature in Cooperation Agreements

Cooperation agreements involve not only commercial aspects but also complex legal aspects. The validity and legal force of a cooperation agreement depend on several factors, one of which is compliance with the company's articles of association and the authority of the director signing the agreement. This study aims to analyze the causes of disparities in court decisions regarding the position of the articles of association and the director’s signature in cooperation agreements, and the legal certainty concerning such matters in light of existing disparities. The research uses a normative juridical method by analyzing legal issues based on legislation, legal doctrines, and court decisions related to the disparity in rulings on the articles of association and director's signature in cooperation agreements. The results show that the disparity in court decisions is caused by differences in legal interpretation, the absence of binding jurisprudence, and a lack of clear guidelines. This creates legal uncertainty that affects business stability. Legal certainty regarding the position of the articles of association and director’s signature in cooperation agreements amidst such disparities can be addressed using the doctrine of piercing the corporate veil. The application of this doctrine in the context of judicial disparity may provide a solution to the resulting legal uncertainty. By disregarding the corporate legal personality, courts can evaluate the motives and actions of directors to ensure that violations of the articles of association do not harm goodfaith third parties. Moreover, applying this doctrine can reinforce the legal standing of the articles of association as a fundamental guide in corporate governance.