Contract Law in Turkey

Contract law is an indispensable part of commercial life as well as being a field of law reflected in the whole of other branches of law. As Viridis Legal Partners, a law firm based in Istanbul, we recognise the importance of this specialised area of law. We are here to support you with our team of expert contract lawyers.

What Is Contract Law?

What is a contract can be answered as “a legal transaction consisting of mutual and congruent declarations of the will of the natural or legal persons to produce a certain legal result ”.

The very first article of the Turkish Code of Obligations states “The contract is concluded by the parties’ mutual and appropriate declaration of their wills.”

In accordance with Article 48 of the Turkish Constitution, “Everyone has the freedom to work and conclude contracts in the field of his/her choice. Establishment of private enterprises is free.” Accordingly, everyone is free to enter into contractual relationships unless they are contrary to the mandatory provisions of the law, morality, public order, personal rights or the subject matter is impossible.

Contract Law is a branch of law that enables people to make contracts with their free will, draws the boundaries of the right to “freedom of contract”, protects and secures the rights of persons with the contract, determines the obligations of both parties, and provides legal sanctions in case of breach of the contract. The establishment, arrangement, modification, validity and invalidity, termination, cancellation of contracts, legal remedies to be applied in case of failure to fulfil the obligations in the contract, the rights that can be claimed from the other party, the damages to be compensated and what this compensation will be are also within the scope of contract law.

Types of Contracts

Contract types such as Sales Contracts, Contracts for the Exchange of Goods, Donation Contract, Lease Contract, Loan Contracts, Service Contracts, Work Contract, Publication Contract, Power of Attorney Contract, Commission Contract, Escrow Contracts, Surety Contracts, Ordinary Partnership Contract, etc. are specifically regulated under headings in the Code of Obligations, it is also possible to establish atypical contracts that do not fall within these or that combine various elements from them within the framework of freedom of contract under different areas of law.

For example, common types of contracts in family law:

Prenuptial Agreement (Prenup), Postnuptial Agreement (Postnup), Cohabitation Agreement, Separation Agreement, Child Custody and Visitation Agreement, Adoption Agreement;

Common contract types of real estate and construction law in Turkey:

Real Estate Sales Contracts, Real Estate Preliminary Contracts for Sale, Construction Contracts, Construction Contract for Land Share or Flat, Architectural Services Contracts, Lease Agreements, Property Development Agreements Easement Agreements, Property Management Agreements

Business Contracts Law

Although the Turkish Commercial Code does not specifically define a commercial contract, Article 19 stipulates that all obligations of the merchant are commercial. Accordingly, contracts that are commercial business for only one of the parties shall be deemed to be commercial business for the other party, unless otherwise provided by law. Accordingly, contracts made by merchants shall be within the scope of commercial business.

Some examples of commercial agreements can be; Distribution Agreements, Franchise Agreements, Agency Agreements, Supply Agreements, Service Level Agreements (SLA), Joint Venture Agreements, Partnership Agreements, Confidentiality Agreements (Non-Disclosure Agreements – NDA), Licensing Agreements, Manufacturing Agreement, Sales Representative Agreement,