Contract Law
Well-structured contracts for legal certainty; effective protection in disputes.
Contracts are the building blocks of legal relationships. A well-structured contract not only sets out the rights and obligations of the parties � it also significantly reduces the risk of disputes arising in the future. This field, shaped by the principle of freedom of contract under the Turkish Code of Obligations, requires a mastery of detail and legal foresight.
Contract Drafting and Review
Every commercial relationship carries its own unique conditions. Contracts must therefore be carefully crafted to reflect the genuine needs of the parties, not drawn from generic templates.
- Drafting private and commercial contracts
- Legal analysis of contracts prepared by the counterparty
- Identification and reporting of potential risk points
- Legal advisory throughout the negotiation process
Types of Contract
Among the types of contract within our areas of expertise:
- Sale, lease and work contracts
- Service, agency and carriage contracts
- Dealership, franchising and distributorship agreements
- Non-disclosure (NDA) and non-compete agreements
- Partnership and shareholder agreements
- Preliminary agreements and undertakings to sell real property
- Licence and intellectual property transfer agreements
For the legal dimensions of licence and intellectual property transfer agreements, please see our work in Intellectual Property Law.
Breach of Contract and Damages
Where contractual obligations are breached, recourse may be had to damages, penalty clauses or rescission. The choice of legal route and the strategy to be followed directly affect both the amount of compensation obtainable and the duration of proceedings.
- Assessment of breach of contract allegations
- Drafting formal notices and default notifications
- Penalty clause claims and reduction defences
- Filing claims for specific performance and damages
Where a contract debt is to be collected through enforcement proceedings, please see our work in Enforcement and Bankruptcy Law.
Invalidity and Setting Aside of Contracts
The setting aside or declaration of invalidity of contracts affected by defects in consent � such as mistake, fraud, duress or unconscionability � and of contracts contrary to public order or mandatory rules may be sought.
- Identification of defects in consent
- Filing absolute nullity and setting-aside proceedings
- Setting aside of unfair terms in consumer contracts
Dispute Resolution and Arbitration
In addition to court proceedings, arbitration, mediation and negotiation are also effectively used to resolve contractual disputes. The correct structuring of an arbitration clause in international commercial contracts is of critical importance.
- Drafting and strategic assessment of arbitration clauses
- Representation in mediation proceedings
- Recognition and enforcement of foreign court judgments and arbitral awards
Frequently Asked Questions
Is a verbal contract legally valid?
As a rule, the Turkish Code of Obligations adopts freedom of contract and does not require written form; verbal contracts are therefore legally valid. However, due to the difficulty of proving them, a written contract is strongly recommended, particularly for high-value or long-term transactions.
Is a penalty clause always enforceable?
Courts may reduce excessively high penalty clauses pursuant to Article 182 of the Turkish Code of Obligations. In consumer contracts in particular, a penalty clause that constitutes an unfair term may be declared wholly invalid. It is therefore important to set the penalty amount at a reasonable level.
What is the difference between rescinding and terminating a contract?
Rescission terminates the contract with retroactive effect, creating an obligation on the parties to restore what they have received. Termination brings the contract to an end with prospective effect only � that is, performances up to that point remain valid. Choosing the correct route directly affects the remedy you can seek.
Can I have a contract I signed set aside?
Where there are defects in consent � such as mistake, fraud, duress or unconscionability � the setting aside of the contract may be requested. The right to exercise this remedy must be exercised within specific time limits. That limitation period is one year from the date on which the mistake or duress came to an end.
Contact Us for Contract Advisory
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