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The Legal System of the Republic of Turkey regulates contract law in Turkey issues within the framework of the Turkish Civil Code and other relevant legislation. Contract law in Turkey is the branch of law that determines the legal consequences of agreements between the parties and ensures their implementation.
According to the 1st article of the Turkish Code of Obligations, the contract; It is a legal transaction formed by the mutual and appropriate declaration of will of the two parties. If the legal result desired by the parties in making a contract is the birth of a debt, then there is a contract that gives rise to a debt. However, a contract can also be made to modify an existing debt relationship, terminate a debt, or transfer a debt. In contracts, debts can be imposed on both parties, as well as a contract that imposes debt on only one party. Settlement conract is the most typical example of a contract that imposes a debt on one party.
Turkish Code of Obligations
Article 1 – A contract is established by the mutual and consistent declaration of wills of the parties. The declaration of will may be explicit or implicit.
Article 2 – If the parties have reached an agreement on the essential points of the contract, the contract is deemed to have been established even if the secondary points have not been addressed. If there is no agreement on the secondary points, the judge shall decide on the dispute by considering the nature of the matter. Provisions regarding the form of contracts are reserved.
Making a contract is an agreement made to determine the obligations and responsibilities of the other party when conducting any business or transaction. Contracts can be defined as a document that regulates mutual rights and obligations between parties on a specific subject under contract law in Turkey. Contracts determine the legal relationship between parties and regulate their mutual rights and obligations. Therefore, the importance of making agreement is significant.
The importance of making agreement and contract is to clarify the agreement between the parties. By making a contract, the mutual rights and obligations of the parties are determined, and in case of any uncertainty or dispute, the contract can be used as evidence to facilitate the resolution of disputes between the parties. In addition, making a contract provides a legal basis for protecting the rights and obligations of the parties in case of any dispute.
Another importance of making agreement is to ensure that the parties’ obligations are fulfilled. Contracts regulate the mutual rights and obligations of the parties and state that both parties must fulfill their obligations under the contract law in Turkey. Therefore, making a contract enables the parties to cooperate and fulfill their obligations, ensuring the smooth running of the business.
Making a contract also helps to reduce disputes between the parties. In case of any disagreement, the contract clearly specifies the mutual rights and obligations of the parties. This facilitates the resolution of disputes between the parties and prevents a long and exhausting legal battle when it is not necessary.
Making a contract prevents the parties from being exposed to risks. Contracts minimize the potential losses of the parties in case of any uncertainties by specifying their risks and responsibilities. Additionally, making a contract is important in terms of providing legal protection to the parties in case of a dispute.
The importance of making agreement is crucial both in the business world and in daily life. The importance of making a contract lies in providing a legal basis in case of a dispute between the parties, clarifying and ensuring the fulfillment of their obligations, minimizing risks, and protecting the rights of the parties under contract law in Turkey. Therefore, it is necessary to be careful while making a contract and prepare a detailed agreement that specifies the rights and obligations of both parties.
The importance of making agreement is not only limited to the business world but also holds great significance in daily life. For instance, making a contract is essential in many situations such as renting a house, buying a car, service agreements, etc. These contracts specify the rights and obligations of the parties and make the resolution of any dispute easier while minimizing their risks.
In conclusion, the importance of making agreement and contract is significant in both the business world and daily life. Preparing a detailed contract that specifies the mutual rights and obligations of the parties enables them to collaborate and fulfill their obligations, ensuring the smooth execution of their agreements and facilitating the resolution of any disputes that may arise.
Contract is one of the fundamental concepts of law and is used in many different areas. The most important feature of a contract is the formation of an agreement between the parties. Through this agreement, the parties undertake mutual rights and obligations on a specific subject. Contract law in Turkey deals with the process of making, implementing, and terminating contracts.
Contract law in Turkey includes legal regulations that determine the rights and obligations of the parties. Since contracts regulate the relationship between the parties, contract law in Turkey protects the rights of the parties and provides protection against injustices. Contract law in Turkey covers many subjects. These include topics such as the sale of goods, lease agreements, employment contracts, real estate law, inheritance agreements, consumer law, commercial law, insurance law, and license agreements.
The most common examples of contracts are as follows:
Please review our Business Law page to get more information about commercial agreements.
It is understood that for the establishment of a contract according to contract law in Turkey, two or more parties must mutually declare their will to bring about a legal result, and these declarations of will must be compatible with each other. The establishment of the contract with mutually compatible declarations of will of the two parties takes place with the acceptance of the offer of one party by the other party.
An offer is a statement of intent addressed to the other party, which includes the offer of one party to create a contract. The offer gives the other party the opportunity to conclude the contract and the offeror cannot prevent it.
According to contract law in Turkey; Acceptance is a statement of will directed by the addressee to the person who made the offer in response to an offer and expressing the desire to conclude the contract. Acceptance can only be made by the party to whom the offer is made. Acceptance is a legal transaction that creates innovation, since the contract will be deemed to have been concluded with acceptance.
If the opinions of the two parties are the same on whether the declarations of intent of the parties are compatible with each other, there will be clear conformity or incompatibility, and whether the contract has been established or not does not cause a conflict between them.
However, if there is a disagreement between the two parties as to whether the contract has been established; in this dispute, the conclusion will be reached with the interpretation of the declarations of will. It is accepted that the interpretation of the contract will be made within the framework of the theory of trust, both in the doctrine and in the contract law in Turkey.
The validity conditions of a contract in Turkey include certain elements that are important for it to gain legal binding. For a contract to be valid, there must first be legal capacity among the parties. In other words, the parties must have the ability to make a contract and must legally possess this ability. A contract that does not comply with the validity conditions may be considered legally invalid and not binding between the parties.
In order for the contract to be valid under contract law in Turkey, the parties must be competent to enter into that contract. The basic condition of legal action capacity for real persons is that the person making the declaration of will has the power of appeal. Legal entities are determined by the rules specific to them.
In accordance with the principle of freedom of contract about contract law in Turkey, the parties are free to determine the subject of the contract. However, the limits of this freedom are that the subject of the contract is not contrary to the mandatory rules of law, public order, general morality and personal rights according to contract law in Turkey. In case of violation of these limits, the contract will not be valid.
If one of the acts constituting the subject of the contract is objectively impossible at the time of conclusion of the contract, the contract is not valid. This impossibility may be a de facto impossibility or a legal impossibility.
One of the factors that invalidate the contract is that the declarations of will are not healthy, in other words, the disability in the declarations of will. Statement that does not comply with the desire, statement for the purpose of joke, mistake, cheating are the situations that disable the statement of will.
According to contract law in Turkey; collusion is the agreement of the parties that the contract they make does not give rise to any provision or that the provisions of another contract than the apparent contract. Thus, although the parties seem to have made a contract against third parties, this contract does not reflect their real will. The collusion contract does not create any provision due to the collusion.
The invalidity of contracts covers all the deficiencies and defects in the contracts and the cases where the contracts are later ineffective.
In the absence of mutual and compatible declarations of intent constituting the founding elements of the contract, the contract cannot be valid and there is no contract. The absence of a contract can always be asserted by anyone involved.
A contract that is valid because its constituent elements exist; If it does not have the validity conditions that are of importance to the public order, the contract is void. The concept of nullity in Article 20 of the Turkish Code of Obligations; It is used for invalidity where the subject of the contract is impossible or contrary to law or morality.
The reasons that necessitate the nullity of a contract, the incompetence of the person making the declaration of will, the fact that the subject of the contract is contrary to the mandatory rules of law, public order, general morality and personal rights; non-compliance with the form conditions sought for the validity of the contract and the fact that the contract is collusive.
In such invalidity cases, on the one hand, it is possible to make the contractual relationship valid by eliminating the disability that affects the validity of the contract, and on the other hand, it is possible to invalidate the contract definitively due to disability. Cancellation capability; to the party protected by the missing validity condition; a right of cancellation has been granted to make the disabled contract null and void.
If a valid contract has to be completed with one or more elements in terms of being valid, the contract is incomplete. The term “lackness” is used for this invalidity state. In case of deficiencies, the contract is suspended. Either the lackness will be corrected and the contract will be valid, or it will be clear that the lackness cannot be corrected and the contract will become null and void under contract law in Turkey.
According to the Turkish Code of Obligations, in cases where the disability in a contract affects only a part of the contract, only that part of the contract is null and void. In order for partial invalidity to be enforced, the first condition is that the disability requiring invalidation affects only a part of the contract. If the disability affects the entire contract, partial invalidity cannot be applied.
A contract is an agreement based on a specific legal arrangement between two or more parties, and these documents are of vital importance in ensuring trust and order in the business world. When creating a contract, the first step is usually to determine the mutual expectations and commitments of the parties. Then, provisions defining the scope, duration, and other essential elements of the contract are added. Contracts generally consist of three main sections: definitions and general provisions, the rights and obligations of the parties, and the conditions for termination of the contract.
How to Make a Contract in Turkey?
The points to consider when drafting a contract and the issues that often cause the most problems in practice are outlined below.
When making a legally binding contract , some important issues to consider are:
Although these are the main lines of making a legally binding contract, it may be necessary to make different arrangements in the contracts according to the subject of the contract and the special conditions of the parties.
Contracts prepared by paying attention to these points can help the smooth and orderly progress of the relationship between the parties. During the contract preparation process, special conditions can also be specified according to the needs of the parties. However, in this case, attention should be paid to the validity of the contract, compliance with the law, and equal rights of the parties.
International agreements are agreements between individuals and organizations operating in different countries. The preparation of such contracts is quite complex and the legal systems and cultural differences of different countries must be taken into account.
In international agreements, issues such as the language of the contract, jurisdiction, dispute resolution methods and fulfillment of the contract are important. International agreements are more complex and may require the support of an expert lawyer. In contracts made in any field, it is very important to determine the rights and obligations of the parties correctly and to evaluate the legality of the provisions in the contract.
In international agreements, it is necessary to take into account the different cultural, legal and linguistic differences of the parties. For this reason, careful work should be done during the preparation of international agreements. Subjects such as the language of the contract, jurisdiction, dispute resolution methods and fulfillment of the contract are important in terms of the results that the parties expect from the contract.
In addition, the number of contracts made over the internet and the digital world is increasing day by day. The preparation of such contracts is also of particular importance. The legal validity of contracts made over the Internet and the signing of contracts are constantly updated with the development of law in the digital world.
International commercial contracts are agreements that carry legal binding between different countries. These contracts are prepared to regulate relationships between parties and establish specific rights and obligations.
How to prepare an international contract?
The preparation of international commercial contracts plays a critical role in ensuring trust between parties and preventing disputes. Obtaining professional legal support and preparing a contract under the supervision of experts can strengthen cooperation between the parties.
International commercial contracts aim to establish a common understanding between parties from different cultures and legal systems. However, preparing and executing such agreements can be complex. Key considerations for international contracts include:
Preparing international commercial contracts requires careful analysis, clear communication, and expert legal knowledge. A well-crafted contract that protects the interests of both parties forms the basis of trust and cooperation between them. Therefore, paying attention to the above considerations in international contracts is crucial for safeguarding mutual interests, minimizing disputes, and ensuring effective implementation of the agreement.
The conditions for the termination of a contract regulating a debt relationship can be shaped both by the terms set by the parties and by the reasons for termination prescribed by law. The reasons for the termination of a debt relationship are generally expressed as “termination by mutual agreement” (cancellation agreement), “withdrawal,” “termination,” “retraction,” and “nullification” in cases of error, fraud, or coercion.
In particular, termination of the contract and withdrawal from the contract represent two different situations of termination. In continuous performance contracts (such as service contracts, rental agreements, agency contracts, storage contracts, etc.), termination of the contract in Turkey is generally possible.
How to Terminate a Contract in Turkey?
Parties may specifically regulate the right to withdraw from a contract within the contract text itself. If no such regulation exists, the general provisions of the Turkish Code of Obligations can be used. In this case, the inability of the debtor to perform due to creditor fault (TBK Art. 106-110) and other situations where the debt cannot be performed due to the creditor (TBK Art. 111) are grounds for withdrawal from the contract.
In contracts involving continuous performance where performance has already begun, the right to withdraw is not applicable; instead, termination is possible (TBK Art. 126). However, if performance of a continuous performance contract has not yet begun, withdrawal can be retroactive.
In consumer contracts, there is a special right of withdrawal granted to consumers. This right is defined as a specific withdrawal situation under the Turkish Consumer Protection Law (TKHK).
In continuous performance contracts, the right of one party to unilaterally terminate the contract is known as termination. This situation is regulated by a general provision in TBK Art. 126. In contracts imposing obligations on both parties, the creditor has the right to terminate the contract in the case of debtor default. Additionally, if the continuation of the contract becomes unbearable for one party due to significant reasons, this is also a ground for termination.
Since the right of termination creates a new legal situation, the termination notice takes effect as soon as it reaches the other party and cannot be revoked thereafter.
Termination can be classified as ordinary (with notice period) and extraordinary (immediate) based on whether a notice period is given. In ordinary termination, the contract ends after a certain period following the notice. In extraordinary termination, the contract ends immediately upon the notice reaching the other party. Unlike withdrawal, termination affects the contract going forward (ex nunc).
The obligations of the parties to return things to each other after termination are not a direct result of the termination but a consequence of the terminated contract. These obligations arise as a result of the termination and require the parties to return what they have received.
Preparing a contract is a labor-intensive and detail-oriented process. Clearly defining the rights and obligations of the parties is crucial to prevent potential disputes. Similarly, the process of terminating a contract requires great attention, and the consequences arising from this process are significant. A “termination strategy” should always be determined, and how this strategy will be applied should be clearly stated in the contract. Depending on how the contract is terminated (retroactively or prospectively), the dissolution of the contractual relationship should be addressed in detail. This approach will enhance transparency and fairness between the parties.
The legal support of the contract lawyer in Turkey is very important in the making a legally binding contract. Contract lawyer in Turkey help to determine the rights and obligations of the parties correctly during the preparation of the contract. In addition, lawyers evaluate the legality of the provisions in the contract and whether they are qualified to protect the rights of the parties.
The accurate determination and application of the rights and obligations specified in contracts are crucial for the successful completion of contracts. Lawyers assist in the preparation and enforcement of contracts to protect the rights and obligations of the parties. Additionally, contract lawyer in Turkey ensure that the contract is valid and legal, and that the provisions contained in the contract comply with current laws.
As a result, contract regulation and contract law in Turkey are an indispensable part of business and commercial life. It plays an important role in resolving disputes between the parties and protecting the rights of the parties. Therefore, it is important to get the support of a contract lawyer in Turkey during the preparation of the contract and to work with a contract lawyer in Turkey who is an expert in international agreements for the preparation of the contract correctly and in accordance with the contract law in Turkey.
The fee for preparing a contract in Turkey is generally determined based on the minimum tariff rates set for the legal profession. In Turkey, these rates are established by the Turkish Bar Association and published under the name “Minimum Attorney’s Fees Tariff.” These tariffs regulate the fees that attorneys can charge for their legal services.
Minimum attorney’s fees tariffs include scales for contract preparation fees based on factors such as the nature, complexity, duration, and other significant aspects of the service. During the contract preparation process, attorneys refer to these tariffs to request a fair and reasonable fee, which contributes to transparency and trust between the parties.
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