Turkish Contracts & Agreements | Drafting & Review Under Turkish Law

Turkish Contracts & Agreements | Drafting & Review Under Turkish Law

Any commercial or personal arrangement involving Turkish parties, Turkish assets, or performance in Turkey will be affected by Turkish contract law. A poorly drafted contract — or one that fails to account for Turkish legal requirements — can be unenforceable, expose you to unexpected liability, or leave you without remedies if the other side defaults.

At Kaya Legal, our London-based Turkish lawyers draft, review, and negotiate contracts governed by Turkish law for UK individuals and businesses. We ensure your agreements are legally sound, commercially clear, and enforceable in Turkey.

Turkish Contract Law: The Framework

Turkish contract law is primarily governed by the Turkish Code of Obligations (Türk Borçlar Kanunu, Law No. 6098), which applies to civil contracts, and the Turkish Commercial Code (Türk Ticaret Kanunu, Law No. 6102), which governs commercial relationships. The Code of Obligations is influenced by the Swiss Code of Obligations and provides comprehensive rules on formation, validity, performance, breach, and remedies.

Key principles include: contracts are generally binding on formation without formality requirements (unless a specific form is prescribed by law); unfair or unconscionable terms may be challengeable, particularly in consumer contracts; and Turkish mandatory law provisions — such as those relating to consumer protection, employment, and competition — cannot be excluded by agreement even in international contracts.

Types of Contracts We Draft and Review

  • Sale and purchase agreements: For goods, property, or business assets involving Turkish parties.
  • Service agreements: Including consultancy, agency, outsourcing, and professional services contracts.
  • Distribution and agency agreements: Appointing Turkish distributors or agents requires careful attention to Turkish commercial agency law, which provides agents with certain statutory protections on termination.
  • Joint venture agreements: Structuring collaborations between UK and Turkish parties, including governance, profit sharing, and exit provisions.
  • Shareholder agreements: For companies operating in Turkey, covering rights, obligations, and dispute resolution between shareholders.
  • Licensing agreements: For intellectual property licensed to or from Turkish parties, including trademark licences, software licences, and franchise agreements.
  • Loan and security agreements: Structuring debt arrangements with Turkish security, including mortgages over Turkish property and pledges over Turkish assets.
  • Settlement agreements: Documenting agreed resolutions to Turkish disputes or claims.

Governing Law and Dispute Resolution

For international contracts, the parties can generally choose the governing law — either Turkish law, English law, or another jurisdiction. We advise on the most appropriate choice given the subject matter and the parties involved, and on whether Turkish mandatory law provisions will apply regardless of the chosen governing law.

For dispute resolution, options include Turkish court proceedings, international arbitration (Istanbul Arbitration Centre — ISTAC, ICC, or LCIA), or English court proceedings. We advise on the most effective dispute resolution clause for your contract and represent clients in Turkish litigation when disputes arise.

How We Help

  • Drafting Turkish law contracts in English and Turkish
  • Reviewing and advising on contracts presented by Turkish counterparties
  • Negotiating commercial terms with Turkish businesses
  • Advising on governing law and dispute resolution clause selection
  • Notarisation and apostille of contracts where required
  • Contract dispute advice and enforcement in Turkish courts

If you need a Turkish law contract drafted, reviewed, or negotiated, contact our London team today.