Contract Lawyer in Alanya and Contract Law
Contract law governs how the obligation arising from the parties’ mutual and corresponding declarations of intent comes into existence, how it is to be performed and which remedies are available if it is breached. In a dispute, the first question determining the course to be followed is not what the contract says, but which type of contract it falls within: the classification affects, among other things, the applicable limitation period, the rules of evidence, the court with jurisdiction and the steps that must be completed before proceedings are commenced.
The second decisive question is the nature of the breach. Where an obligation is not performed at all or is not duly performed, the law grants the creditor not a single right but mutually exclusive alternative rights; the right exercised also affects the scope of the loss that may be claimed. The timing of the election is likewise important: where the period granted for waiving performance or rescinding has expired without result, the law requires that this intention be notified immediately.
Third, whether the contract was validly concluded may be disputed at any stage. Failure to comply with a formal requirement, a vitiated declaration of intent, lack of authority to represent, or the imposition of terms prepared unilaterally by the other party may prevent the provision as drafted from producing legal effect. Accordingly, when a contractual claim is assessed, how the contract was formed is examined just as closely as the text itself.
Key Practice Areas
Key Dispute Areas in Contract Law
Disputes arising from contracts do not stem from a single section of a single statute. The general provisions of the Law of Obligations apply to every contract; in addition, provisions specific to the type of contract apply, supplemented by commercial legislation if the parties are merchants and consumer legislation if the counterparty is a consumer. It is possible for different regimes to apply to the two parties to the same contract, and this also changes the steps that must be completed before proceedings are commenced.
Formation, Form and Interpretation of Contracts
A contract is formed when the parties make mutually corresponding declarations of intent. A declaration of intent may be express or implied. The law provides that, unless otherwise provided by law, the validity of contracts is not subject to any formal requirement; where the law prescribes a form, that form is as a rule, a requirement for validity, and contracts concluded without complying with it produce no legal effect; cases in which the law requires a form solely for evidentiary purposes fall outside this rule. Thus, the widespread assumption that “a contract not made in writing is invalid” is wrong — the issue is usually not validity but proof.
Where the law prescribes a written form, the requirements of that form are separately regulated: contracts that must be made in writing must bear the signature of the persons assuming obligations under them. In relation to secure electronic signatures, the law contains two separate provisions: a secure electronic signature takes the place of the written form and produces all the legal consequences of a handwritten signature. There is, however, an important limitation: under electronic signature legislation, transactions that the law subjects to an official form or special formalities cannot be carried out using a secure electronic signature. For this reason, the transfer of title to immovable property, promises to sell immovable property and suretyship cannot be effected by e-signature.
For certain contracts, the law requires compliance with stricter formal requirements. The sale of immovable property and the promise to sell immovable property are subject to the official form; however, a pre-emption agreement is subject only to the written form — the three are not governed by the same regime. The view that a contract for the sale of immovable property may be concluded only at land registry offices is no longer current: since the amendment introduced in 2022 , notaries have also been authorised to execute contracts for the sale of immovable property.
In the interpretation of contracts, the law establishes a priority rule: in determining the type and content of a contract and interpreting it, the parties’ true and common intention prevails, regardless of the words they have used, whether accidentally or to conceal their actual purpose. As a consequence of this provision, it is accepted in practice that the heading given to the contract does not determine its type and that the parties’ actual conduct is taken into account in its interpretation.
Performance, Order of Performance and Default
Two questions arise regarding performance of the obligation: when and in what order.
The maturity of a debt determines when the creditor may demand performance. If the time for performance has not been agreed by the parties or cannot be inferred from the nature of the legal relationship, the debt falls due when it arises. As a rule, the debtor’s default in respect of contractual obligations requires notice from the creditor. The law separately lists the circumstances in which notice is not required: where the time for performance has been jointly determined by the parties, and where one of the parties has determined the time for performance by duly giving notice pursuant to a right reserved in the contract. The same provision also regulates default without notice in respect of obligations arising from tort and unjust enrichment.
The importance of the notice of default lies not only in determining when the debtor is in default; it also determines when default interest begins to accrue and when alternative rights may be exercised. In practice, the most common mistake is to file a lawsuit without first sending the notice of default and to claim interest from the date of filing.
The law addresses the issue of the order of performance under the heading of “order of performance”: a party seeking performance of a contract imposing reciprocal obligations must, unless entitled under the terms and nature of the contract to perform later, have performed or tendered performance of its own obligation. In practice, this defence is referred to as the “defence of non-performance” (ödemezlik def'i); the law itself does not use this term. The law likewise does not provide that the debtor will not be in default upon invoking the defence; this is accepted in legal doctrine.
The situation that the law calls "inability to perform" is distinct from this—the term "aciz" used in practice is not a statutory term. In a contract involving reciprocal obligations, if the other party’s inability to pay its debt, and in particular its bankruptcy or enforcement measures taken against it proving fruitless, endangers the first party’s rights, that party may withhold performance and, if the requested security is not provided within an appropriate period, may withdraw from the contract.
Breach of Contract and Termination
Where an obligation is not performed at all or is not duly performed, the law provides for a reversal of the burden of proof: the debtor is liable to compensate the resulting loss unless they prove that no fault can be attributed to them. This is the difference from liability in tort — there, the injured party must prove their loss and the fault of the person causing it. As regards fault, the two regimes are exact opposites.
The statute further provides that the provisions on tort liability apply by analogy to cases of breach of contract. In practical terms, this means that where the exact amount of the damage cannot be fully proved, it is determined at the judge’s discretion, and the rules on reducing damages also apply in this context.
The limits of agreements excluding liability are regulated separately, and the rule must not be confused with the exception. An agreement made in advance providing that the debtor will not be liable for his or her gross negligence is absolutely null and void. Where a service, profession or art requiring expertise may be carried out only with permission granted by law or by the competent authorities, an agreement made in advance providing that the debtor will not be liable for his or her slight negligence is also absolutely null and void. There is a further ground for absolute nullity in respect of obligations arising from a contract of employment. By contrast, liability for the acts of auxiliary persons may, as a rule, be excluded in advance by contract; the law removes this possibility only where the service requires expertise and may be carried out only with permission.
As regards termination, a distinction must be drawn between the two routes. In the case of rescission (dönme), the parties are mutually released from their obligation to perform and may claim restitution of what they have already performed; the statute expresses this result in those words, and the label "retroactive" is not a term used by the statute. Termination (fesih), by contrast, is peculiar to contracts involving continuing obligations: the statute separately preserves the creditor's right to terminate where the debtor is in default under a contract involving continuing obligations whose performance has already commenced.
Penalty Clause, Suretyship and Security
The statute regulates three forms of the legal institution it calls the "penalty clause": an alternative penalty, a penalty in addition to performance, and a withdrawal penalty. The distinction is decisive because it determines whether the creditor may demand both performance of the principal obligation and the penalty. The statute provides that, unless otherwise agreed in the contract, the creditor may demand either performance or the penalty. The circumstances in which both may be demanded are narrowly limited to non-performance of the obligation at the stipulated time or place, and the creditor must not have expressly waived this right or accepted performance without reservation.
The most important provision regarding the amount of the penalty concerns the judge’s intervention: "The judge shall reduce ex officio any penalty clause he or she deems excessive." The wording chosen by the Code is noteworthy — throughout the Code of Obligations, the wording "shall reduce" appears only in this provision; the other provisions concerning reduction use wording that leaves the matter to the judge’s discretion. In commercial matters, however, commercial legislation provides that a debtor who is a merchant may not request the court to reduce an excessive penalty clause. The relationship between the two provisions is not expressly resolved in the statutory texts.
A suretyship is among the contracts most strictly regulated by statute in terms of form. A suretyship contract must be in writing, and the maximum amount for which the surety is liable, the date of the suretyship and, where applicable, the surety's intention to act as joint and several surety must be stated in the surety's own handwriting; a suretyship entered into without compliance with these requirements is invalid. The same formality applies to an undertaking to provide a suretyship and to any special authority granted for the purpose of entering into a suretyship. Subsequent amendments that increase the surety's liability are likewise subject to the same formality.
As a rule, the written consent of the spouse is required for a married person to act as surety, and this consent must be given before or at the latest at the time the contract is concluded. This rule is not categorical: consent is not required where a court has issued a decree of judicial separation or where one spouse has acquired the legal right to live separately. The law also does not require spousal consent in respect of sureties given by the owner of a commercial enterprise registered in the commercial register and by partners or managers of commercial companies in relation to the enterprise or company, sureties given by craftsmen and tradesmen registered in the register of craftsmen and tradesmen in connection with their professional activities, and certain types of credit. Two conditions must be considered together: the registration and the suretyship being related to the enterprise or company. The status alone is not sufficient. If the same person, without any change in status, acts as surety for the personal debt of a third party, spousal consent is still required. Since these are the most common cases in practice, the assumption that "spousal consent is required in all cases" is incorrect.
As regards duration, the law prescribes a maximum period for a suretyship given by a natural person; once that period expires, the suretyship lapses automatically, and the period begins to run from the conclusion of the suretyship contract. An extension is possible only if made no earlier than one year before expiry and requires a written declaration in the form prescribed for the suretyship. No such maximum period applies to a suretyship given by a legal person.
Step-by-Step Process
How Does the Process Work in a Contractual Dispute?
Characterisation of the Contract and Relationship
The first step is not to read the wording but to characterise the relationship. Each type of contract regulated by statute is governed by its own specific provisions; the characterisation determines the applicable limitation period, the rules governing defects and delivery, the conditions for termination and, in some cases, any required formalities. The heading given to the wording does not bind the characterisation.
As a matter of subject-matter jurisdiction, claims arising from contracts are, as a rule, heard by the civil court of first instance. There are three important exceptions: disputes classified as commercial cases under commercial legislation fall within the jurisdiction of the commercial court of first instance, those arising from consumer transactions fall within the jurisdiction of the consumer court, and those arising from employment contracts fall within the jurisdiction of the labour court. The rules on subject-matter jurisdiction are a matter of public policy and cannot be varied by the parties’ agreement; the court must examine its jurisdiction on its own motion at any stage of the proceedings. Commercial legislation also provides for an exception: in places where there is no commercial court of first instance, the fact that the issue of subject-matter jurisdiction has not been raised does not require the court to issue a decision declining jurisdiction.
The consequences of this classification are not limited to those three headings. The same document may constitute a commercial transaction for one party and a consumer transaction for the other; in such a case, the steps that must be completed before filing a claim are also determined separately for each defendant. At this stage, the contract, its annexes, any framework agreement, order and delivery documents, invoices and payment records, as well as documents evidencing the parties’ capacities, are examined together. If the classification is incorrect, the consequences are not merely procedural — relying on the wrong limitation period may result in the substantive loss of the right.
As a general rule, the court at the defendant’s domicile has jurisdiction. In disputes arising from contracts, the law provides an alternative forum: proceedings may also be brought before the court at the place where the contract is to be performed. However, cases of exclusive jurisdiction remain unaffected: in actions concerning a right in rem over immovable property, only the court at the location of the immovable property has jurisdiction, and no choice-of-court agreement may be concluded in such matters — this is decisive in cases concerning the sale of immovable property and promises to sell. The possibility of concluding a choice-of-court agreement is available only to merchants and public legal entities, and the law treats such agreements as exclusive as a rule — unless otherwise agreed, proceedings may be brought only before the designated court.
Pre-Litigation: Notice, Setting a Deadline and Mediation
The pre-action stage serves two distinct purposes: placing the debtor in default and, where applicable, satisfying any condition precedent to bringing the action. These are separate matters and must not be conflated.
A formal notice (ihtar) is, as a rule, a prerequisite for default in contractual obligations and determines when interest begins to accrue. For the exercise of alternative rights, the law additionally requires that an appropriate period be granted; this period may be granted by the creditor or requested from the court. The law identifies three situations in which no such period is required: where it is apparent from the debtor’s circumstances or conduct that granting a period would be ineffective; where, as a result of the debtor’s default, performance of the obligation has become useless to the creditor; and where it is apparent from the contract that, if the obligation is not performed at a specified time or within a specified period, performance will no longer be accepted. The latter is commonly referred to in practice as a transaction with a fixed due date.
Mediation as a precondition to bringing an action is an entirely separate regime, and there is a common misconception in this regard: Turkish law does not provide for a general requirement that mediation be undertaken as a precondition to bringing an action in every action for a monetary claim. The Mediation Act does not itself define the scope; rather, it refers to other statutes by providing that mediation is a precondition to bringing an action "where the relevant statutes stipulate that an application to a mediator is a condition for bringing an action". The scope is determined under four separate regimes:
The first category is commercial actions. Under commercial legislation, in commercial actions concerning a sum of money—namely, monetary claims, claims for damages, actions for annulment of objection, negative declaratory actions and actions for restitution—recourse to mediation is a procedural prerequisite for bringing an action. The last three types of action were brought within the scope in 2023; acting on the basis of older sources may therefore result in loss of rights. The second category is employment disputes; claims for damages arising from occupational accidents and occupational diseases are excluded from this scope. The third category is consumer disputes, and here the statute lists five exceptions—one of which is disputes arising from in rem rights in immovable property constituting a consumer transaction. The fourth category covers the four types of dispute enumerated in the Mediation Act itself: disputes arising from tenancy relationships—except for the eviction of leased immovable property through enforcement proceedings without a judgment—and disputes arising from the partition of movable and immovable property and the dissolution of co-ownership, condominium ownership and neighbouring rights.
This distinction has two practical consequences. In a dispute arising from a contract that is not commercial in nature and does not fall within these four regimes, mediation is not a condition precedent to bringing proceedings. By contrast, in commercial cases the scope is limited to five types of action, so a claim for specific performance is as a rule excluded, whereas in the four disputes listed in the Mediation Act and in consumer disputes the type of claim is irrelevant — there, what is decisive is the source of the dispute.
Two further points are important. If the parties have entered into an arbitration agreement, these provisions do not apply at all. Applications for interim injunctions and interim attachments are likewise not deferred pending the process; interim legal protection may be obtained beforehand, and the time limit for filing an action does not run during mediation.
If an action is filed without fulfilling the condition precedent, the consequences fall into two categories: if mediation has never been initiated, the action is dismissed on procedural grounds for lack of a condition precedent, without any further procedural steps; if mediation has been initiated but the final record was not attached to the petition, the court grants a peremptory period of one week. It should also be noted that the process suspends the limitation period rather than interrupting it — during suspension, the period does not reset but continues from where it left off.
Litigation, Evidence and Rules on Deeds
The approach to proof in contractual disputes differs from that in damages claims: what matters here is which evidence can prove the point.
Procedural law sets a monetary threshold: legal transactions exceeding this threshold must be proved in writing. The threshold automatically increases each year in line with the revaluation rate, and the law, in applying the threshold, takes as its basis the date on which the legal transaction was concluded, not the date on which the action was filed. When this distinction is overlooked, a relationship established years ago is assessed against today's threshold, and the outcome is incorrect.
The second and stricter rule concerns proof against a written instrument: legal transactions asserted against a claim evidenced by such an instrument, which are capable of nullifying or diminishing the instrument’s legal effect and force, cannot be proved by witness testimony. Taken together, these two rules mean that, where a written contract exists in the case file, an allegation that the contract was orally modified cannot be proved by witness testimony.
The law has relaxed this strictness in several respects. A separate provision lists the exceptions to the requirement of documentary proof, including allegations of defective consent and sham transactions (muvazaa). Two points, however, address what is most often needed in practice. The first is the concept referred to in the statute as "commencement of proof"—the expression "written commencement of proof" used in practice is not a statutory term. A document issued or sent by the person against whom it is asserted, or by that person's representative, permits witness testimony if, although it does not fully prove the alleged legal transaction, it makes the existence of that transaction probable. The second is that the documentary-proof requirement does not apply where there is the counterparty's express consent.
A separate record must be kept in respect of electronic correspondence. Data bearing a secure electronic signature has the force of a written instrument. By contrast, there is no specific statutory provision concerning email, text messages or messaging records; under the procedural law, these are documents, not written instruments. However, where the requisite conditions are met, they may constitute prima facie evidence and are subject to the judge’s free assessment.
A further procedural amendment entered into force in 2026: the provision concerning actions for unquantified claims was repealed on 31 July 2026. It was replaced by a new option in respect of partial actions — where only part of a claim is pursued, the subject matter of the claim may be increased in the same proceedings once only and without being subject to the prohibition on extending the claim, until the end of the examination stage; in such cases, the limitation period is deemed to have been interrupted from the date on which the action was filed also in respect of the increased portion. In actions filed before that date, the previous rules continue to apply.
Judgment, Interest and Enforcement
Interest on monetary claims arising from contracts falls into two categories: interest stipulated in the contract and default interest. Default interest runs from the date on which the debtor falls into default. The rate structure is three-tiered: the default interest rate stipulated in the contract; if no such rate has been stipulated and the contractual interest rate exceeds the statutory interest rate, the contractual interest rate; and, failing that, the statutory interest rate. If the middle tier is skipped, the creditor suffers a loss of rights under contracts providing for a higher contractual interest rate.
The method for determining the statutory interest rate was fundamentally changed on 31 July 2026. The fixed-rate regime was abandoned, and the rate is now set at eighty percent of the rediscount rate applied by the Central Bank of the Republic of Türkiye in short-term credit transactions on the 31 December of the previous year. The law also provides for a mid-year adjustment: if that rediscount rate on 30 June differs by five percentage points or more from the rate applied on 31 December of the previous year, then eighty percent of the rate determined on 30 June applies for the second half of the year. No transitional provision linked to the date of the event or contract was introduced; accordingly, interest is calculated periodically, and periods before and after 31 July 2026 are subject to different rates. The result of the change is that the rate has increased several-fold — any interest calculation that does not distinguish between the periods before and after 31 July 2026 is erroneous.
The statute also imposes ceilings on contractually agreed interest, and there are two such ceilings: contractual interest may not be agreed at a rate exceeding fifty per cent above the statutory interest rate, whereas default interest may not exceed one hundred per cent above that rate—in other words, one may be one and a half times and the other twice the statutory rate. As the statutory rate has risen, so too have these ceilings.
In commercial matters, the position is different, and more than one rate may apply. If the contract does not stipulate a rate, default interest in commercial matters is determined according to the rate applicable to advance transactions announced by the Central Bank; where this rate exceeds the statutory interest rate, the higher rate may be claimed even in the absence of a contract. There is also a separate regime governing late payment in the supply of goods and services, and certain provisions of that regime are mandatory — where the creditor is a small or medium-sized enterprise or an agricultural or livestock producer, or where the debtor is a large-scale enterprise, the payment period may not exceed sixty days. The two conditions apply separately, not cumulatively.
At the enforcement stage of the judgment, collection, attachment and sale procedures are carried out in accordance with the rules of enforcement law; further details are addressed on the enforcement and bankruptcy law page.
What Can Be Claimed in the Event of a Violation
Elective Rights in the Event of Breach of Contract
Specific Performance and Damages for Delay
When the debtor is in default, the creditor’s initial remedy is to continue seeking specific performance of the obligation and to claim separately any loss caused by the delay. The law provides for this as the general consequence of default and stipulates that the debtor is liable to compensate the loss caused by the delay unless the debtor proves that they were not at fault for the default.
In monetary debts, the minimum compensation for this loss is the default interest. If the creditor proves that it has suffered a loss exceeding the interest, it may also claim its loss in excess of the default interest; the debtor is released from this liability only by proving that it is not at fault. The law further provides that where the amount of such excess loss can be determined in the pending proceedings, the court must, upon the plaintiff's request, also award that amount when ruling on the merits.
The advantage of this route is that the creditor’s alternative rights are not exhausted: while continuing to await performance, the creditor may pursue other remedies once the conditions for granting an additional period have been met.
Damages Arising from Non-Performance of an Obligation
In contracts creating mutual obligations, where the debtor is in default, the creditor may grant a reasonable period for performance or request that the court fix such a period. If performance does not occur within that period, the creditor, while retaining the right at all times to demand performance and damages for delay, may also declare immediately that he or she waives performance and claim compensation for the loss arising from the non-performance of the obligation.
This is the exact wording of the statute; in practice this item is referred to as positive loss — a term not found in the statute. In legal doctrine and practice, it is accepted that this loss is calculated as the difference between the position the creditor would have been in had the contract been duly performed and the position they are actually in. The difference arising from procuring a substitute for the unperformed obligation and lost profit are assessed within this scope.
The statute expressly requires that notice be given immediately; a delayed notice makes resort to this remedy contentious.
Loss Suffered Due to the Contract Becoming Ineffective
The same provision grants the creditor a third option: to withdraw from the contract by promptly notifying the debtor that it waives performance.
Upon withdrawal, the parties are mutually released from their obligations to perform and may claim restitution of the performances already rendered. The creditor may additionally claim compensation for the loss suffered because the contract became ineffective; the debtor may avoid this liability by proving that it was not at fault. In practice, this head of loss is referred to as negative interest—a term not used in the statute. Contract costs and expenses incurred in preparation for performance are discussed under this head.
Withdrawal must not be confused with termination. In contracts for continuing performance and where performance has already commenced, the statute preserves the creditor’s right of termination instead of withdrawal.
Adaptation and Impossibility of Performance
A change in circumstances after the conclusion of a contract may, in certain cases, affect the obligation to perform.
If performance of the obligation becomes impossible for reasons for which the debtor cannot be held liable, the obligation is extinguished. In contracts imposing reciprocal obligations, although the debtor is released from their obligation, they must return any performance received from the other party in accordance with the rules on unjust enrichment and lose the right to demand the counter-performance that has not yet been rendered to them. The debtor must also notify the creditor of the impossibility without delay and take the necessary measures to prevent the damage from increasing.
Excessive difficulty in performance is a separate legal institution, and the Code has made it subject to four conditions: the occurrence of an extraordinary event that was unforeseeable and could not reasonably have been expected, that the event is not attributable to the debtor, that requiring performance from the debtor has become contrary to the rules of good faith, and that the debtor has not yet performed the obligation or has performed it while reserving its rights. The exact wording of the conditions appears in the frequently asked questions section below. If all the conditions are met, the debtor has the right to ask the court for the adaptation of the contract to the new circumstances; if this is not possible, the debtor may rescind the contract or, in contracts for continuing performance, as a rule, exercise the right of termination.
The Law further states that "the provisions of this article also apply to foreign-currency debts", thereby expressly covering foreign-currency obligations. However, the Law does not address whether an increase in exchange rates alone constitutes excessive hardship in performance; in particular, the four conditions must still be assessed on the specific facts, especially with regard to foreseeability.
Validity Check
Invalidity, Defects of Will and General Terms and Conditions
Not every provision set out in writing produces legal effect. The validity of the contract as a whole, or of individual provisions, is subject to separate scrutiny, and the outcome of that scrutiny may differ from one provision to another.
Absolute nullity is the most severe consequence. Contracts that contravene mandatory provisions of law, morality, public policy or personality rights, or that have an impossible subject matter, are absolutely null and void. The second paragraph of the same provision establishes a rule of partial nullity: the nullity of some of the provisions of a contract does not affect the validity of the others; however, if it is clear that the contract would not have been concluded without those provisions, the entire contract is absolutely null and void. Although there is no statutory provision requiring the court to take absolute nullity into account of its own motion, this is accepted in legal doctrine and practice.
Defects in consent operate differently: here the contract has been concluded, and a right arises not to be bound by it. The law regulates three situations — mistake, fraud and duress. Cases of substantial mistake are enumerated in the law with the word "in particular"; the enumeration is not exhaustive but illustrative, and mere arithmetical errors are regulated separately.
The statutory wording is important in cases of fraud: the party deceived is not bound by the contract, even if the mistake is not material. Fraud by a third party, on the other hand, is subject to a contrary regime to duress by a third party. In cases of fraud, the other party to the contract must have known or been in a position to know of the fraud; in cases of duress, no such condition applies — the other party’s lack of knowledge of the duress may only give rise to an obligation to pay compensation on grounds of equity.
In these cases, the right not to be bound by the contract is subject to a one-year period, starting from the moment the error or deception is discovered or the effect of the threat ceases. The law has expressed the consequence of this period in its own specific way: if the party does not declare that they are not bound by the contract or request the return of what they have given within the period, they are deemed to have ratified the contract. The law does not use the term "preclusive period" here; this is a term used in legal doctrine. The law further provides that, where a contract is not binding due to deception or threat, deemed ratification does not eliminate the right to compensation; in the case of error, the compensation regime is set out in a separate provision and operates in the opposite direction: if the mistaken party is at fault, they may be liable to compensate the other party for its loss.
Excessive exploitation is a fourth ground for review — the term "gabin" from the repealed law is no longer used. If there is a clear disproportion between the performances under a contract, and if this disproportion was obtained by exploiting the injured party's distress, thoughtlessness, or inexperience, the injured party may declare that they are not bound by the contract or request that the disproportion between the performances be eliminated. These two remedies are alternative. As regards time limits, the law establishes a dual regime: one year and, in any event, five years from the conclusion of the contract. The starting point of the one-year period is not the same for all three elements: for thoughtlessness or inexperience, it is the moment of discovery; for distress, it is the moment when that condition ceases.
Authority to represent is a separate topic and one of the most frequently disputed issues in corporate transactions. A contract made by an unauthorized representative does not bind the principal unless the principal ratifies it. If ratification does not occur, the other party may seek compensation for the loss suffered, and the law places the burden of proof on the unauthorized representative: the representative is relieved of liability only if they prove that the other party knew that no authority existed. Accordingly, whether the other party had seen the document evidencing the authority directly affects the outcome of the case.
The regime governing standard terms and conditions reviews standard-form contracts drafted unilaterally. Its core consists of four provisions. The first is a scope review: for standard terms that are contrary to the other party’s interests to become part of the contract, the drafter must clearly inform the other party of their existence, provide an opportunity to learn their content, and obtain the other party’s acceptance of them; otherwise, those terms are deemed unwritten. The second is a prohibition that operates in the opposite manner to the general invalidity regime: where terms deemed unwritten are present, the remainder of the contract remains valid, and the drafter may not assert that, without those provisions, it would not have been bound by the remaining terms. Third, clauses that unilaterally authorise the drafter to alter a term to the detriment of the other party or introduce new provisions are deemed unwritten. Fourth is the rule of interpretation: standard terms capable of more than one meaning are interpreted against the drafter. The statute further states that the scope, typeface and form of these terms are immaterial to their characterisation and provides that the regime applies, irrespective of the characteristics of the arrangement, also to contracts prepared by persons and organisations providing a service under a permit. In addition, the statute deems unwritten, on an independent ground, standard terms that are foreign to the nature of the contract and the particular features of the transaction; it also introduces a provision providing for review of their content. In this respect, the regime is not confined to the four provisions.
Finally, one mandatory rule: the periods set out in the general provisions on limitation periods cannot be modified by contract, and a limitation period cannot be waived in advance. This prohibition does not cover every period specific to a particular type of contract—the details are addressed in the limitation section below. Conversely, unless a limitation defence is raised, the judge cannot take it into account of their own motion—a time-barred claim will not be dismissed on that ground if the opposing party does not raise the defence.
Time Limits
Statute of Limitations for Contractual Claims
The limitation period for contractual claims differs from the two-tier structure of tort: as a general rule, a single period applies, and this period commences when the claim becomes due. There is no short period contingent on knowledge. This is the general rule for contractual claims; special provisions relating to defects, however, tie the commencement to delivery, the handover, or the transfer of ownership — a distinction illustrated in the table. The length of the period varies depending on the type of contract.
The general rule is ten years unless the law provides otherwise. In addition, the law prescribes a five-year period for a group of claims, enumerating them exhaustively in a single article — the provision contains no expansive term such as "in particular". The six enumerated categories are: periodic performances such as rent and interest on principal; accommodation, food and beverage charges at hotels, restaurants and similar establishments; claims arising from small-scale artisan work and small-scale retail sales; claims of partners against each other and against the partnership; claims arising from contracts of mandate, commission, agency and non-commercial brokerage; and claims arising from a contract for work — except where the contractor is guilty of gross negligence. A claim not listed is subject to the general period unless a special provision applies. The entry "claims arising from a contract for work" in this list pertains to contractual claims such as fees; actions arising from the defective nature of the work are subject to a separate provision and to their own periods as shown in the table below.
| Legal basis of the claim | Time limit | Get Started |
|---|---|---|
| General rule (unless otherwise provided by law) | 10 years | Maturity |
| Six groups of claims exhaustively listed in the law | 5 years | Maturity |
| Defects in the Goods Sold (General Sales) | 2 years | Transfer of the Goods Sold to the Buyer |
| Defects in the Sale of a Building | 5 years | transfer of ownership |
| Defects in the Sale of a Building (Seller’s Gross Negligence) | 20 years | transfer of ownership |
| Defects under a Contract for Work (excluding immovable structures) | 2 years | Submit |
| Defects in Contracts for Work (in Immovable Structures) | 5 years | Submit |
| Defects in a works contract (contractor's gross negligence) | 20 years | Submit |
The third and fourth rows of the table must not be confused: in a general sale, the two-year period begins when the subject matter of the sale is transferred to the buyer, and the seller may, if it wishes, undertake a longer period; in contrast, the sale of a building is governed by a separate provision which prescribes a five-year period that applies only where a building is involved — immovable property without a building, such as land or a field, falls outside this row — and begins with the transfer of ownership, i.e., registration in the land registry. In a general sale, if the seller is grossly negligent in transferring the subject matter of the sale with defects, the law merely states that the two-year period may not be relied upon, but does not specify a replacement period; the twenty-year period for the sale of buildings should not be confused with this.
Under a works contract, however, there are three tiers, which vary according to the nature of the defective work: two years for works other than immovable structures, five years for immovable structures, and, if the contractor is grossly negligent, twenty years, regardless of the nature of the defective work.
A claim arising from unjust enrichment is not included in the table because it does not arise from a contract; however, since it provides the basis for the obligation to make restitution in cases of rescission and impossibility, its limitation period should be known. Such a claim becomes time-barred after two years from the date on which the person entitled to it learns of the right to seek restitution, and in any event after ten years from the date on which the enrichment occurred.
The one-year period running in cases of defective consent is likewise not, and should not be, included in the table: it is not a limitation period. Its consequence is also different — when the period expires, the claim is not time-barred; rather, the party is deemed to have ratified the contract.
The legal nature of the periods set out in the table is likewise not identical. The periods laid down in the general provisions on limitation cannot be varied by contract; by contrast, in the case of a general sale, the statute expressly provides that the seller may undertake a longer period in respect of the two-year period for defects. Unless this distinction is observed, the table may lead to an incorrect conclusion.
The suspension and interruption of limitation form a separate topic. The statute regulates the grounds for interruption in two groups. The first group concerns the debtor’s acknowledgment of the debt and is illustrated, under the qualification "in particular", by payment of interest, partial performance, the provision of security or the provision of a surety. The second group is exhaustively listed — the creditor’s application to a court or an arbitrator by bringing an action or raising a defence, the commencement of enforcement proceedings, or filing a claim in the bankruptcy estate. Upon interruption, a fresh period begins to run; where the debt has been acknowledged by a deed or established by a court judgment or an arbitral award, the new period is always ten years.
As regards the persons against whom the interruption takes effect, a specific rule applies to suretyship: once limitation is interrupted as against the principal debtor, it is also interrupted as against the surety, whereas an interruption as against the surety has no effect against the principal debtor.
Mediation is not among these reasons — the full text of the relevant law does not contain the term "mediator" at all. During the mediation process, the limitation period is suspended, not interrupted; this result is regulated in the mediation law by two separate provisions, one for voluntary mediation and one for mediation as a condition of litigation. The difference between suspension and interruption is practical: in suspension, the period is not reset but continues to run from where it left off.
Finally, if the action was dismissed because it was brought prematurely and the limitation period expired in the meantime, the law grants an additional period of sixty days.
Foreign element
Contracts with Foreign Elements
The fact that the parties are resident in different countries, that the contract is to be performed abroad, or that the goods are to be transported across borders adds an additional layer to the contract: the applicable law and the competent authority must be determined separately. In places such as Alanya, where tourism is widespread and the foreign-resident population is substantial, this issue may arise in sales, service and construction contracts.
Applicable Law and Choice of Law
With regard to contractual obligations, private international law legislation grants the parties broad freedom of choice: contractual obligations are governed by the law expressly chosen by the parties. A choice of law that can be inferred unequivocally from the terms of the contract or the circumstances of the case is also valid. The parties may agree that the chosen law applies to the whole or part of the contract and may make or change this choice at any time; a choice of law made after the conclusion of the contract has retroactive effect, without prejudice to the rights of third parties.
If no choice of law has been made, the contract is governed by the law with which it has the closest connection, and the law provides a presumption based on the characteristic performance for this determination.
The freedom to choose the applicable law is subject to two important limitations. The statute contains special provisions for consumer contracts and employment contracts, safeguarding the minimum protection that the weaker party would enjoy under the mandatory provisions of its own law. The provision on employment contracts was amended on 4 June 2025, and this is the only amendment that the relevant statute has undergone since 2007. The second limitation consists of public policy and overriding mandatory provisions.
International Sale of Goods
The United Nations Convention on Contracts for the International Sale of Goods, to which Turkey is a party, entered into force in our country on 1 August 2011, and Turkey has made no reservations to the Convention.
The Convention applies to contracts for the sale of goods between parties whose places of business are in different States in two situations: where those States are Contracting States or where the rules of private international law refer to the law of a Contracting State. The second situation is often overlooked in practice — the Convention may apply even where the other party's place of business is in a non-Contracting State.
There is a further point that is even more frequently overlooked: even if the parties have chosen Turkish law, the Convention continues to apply, because the Convention forms part of Turkish law. It is, however, possible to expressly exclude the application of the Convention; unless the parties have included such a provision, the Convention governs the contractual relationship.
The scope of the Convention is limited. Goods bought for personal, family or household use — except where the seller neither knew nor ought to have known that the goods were bought for such use — sales by auction, sales on execution or otherwise by authority of law, and sales of securities, negotiable instruments and money, ships, boats, hovercraft and aircraft, and electricity, fall outside its scope. In addition, contracts in which the preponderant part of the seller's obligations consists of the supply of labour or other services are not subject to the Convention; this provision becomes decisive in cases bordering between sale and contracts for work. Matters concerning the validity of the contract and the transfer of ownership of the goods also fall outside the Convention and are governed by the applicable national law.
Two points are decisive in practice: the Convention does not impose a formality requirement for the conclusion of the contract, and the periods for the buyer's notice of defect differ from those under national law. It is further provided that, where the seller knew of the defect or could not have been unaware of it, the seller may not rely on these periods.
Jurisdiction, Arbitration and Security
In contracts involving a foreign element, the parties may agree to have their disputes heard before the courts of a foreign state. The statute does not require a written form for such an agreement; it provides that the agreement is valid provided it is proved by written evidence. Matters falling within the exclusive jurisdiction of Turkish courts are excluded from this scope. The statute further provides that the jurisdiction determined for claims arising from individual employment contracts, consumer contracts and insurance contracts cannot be ousted by agreement of the parties.
Arbitration is the most frequently used alternative in commercial contracts. In disputes involving a foreign element where the place of arbitration is designated as Turkey, international arbitration legislation applies; the same result follows where the parties have agreed that such legislation shall apply. The arbitration agreement is required to be in writing. The statute narrows its own scope in two respects: international arbitration legislation does not apply to disputes concerning rights in rem over immovable property located in Turkey, nor to disputes that are not subject to the parties’ disposition. Where an arbitration agreement exists, the provisions on mediation as a condition precedent to litigation do not apply.
As regards security for costs, two separate regimes exist and should not be confused. The obligation to provide security under the procedural code concerns a plaintiff who is a Turkish national without habitual residence in Turkey. With respect to foreign natural and legal persons, however, a separate provision exists in the private international law legislation: foreign natural and legal persons who bring an action before a Turkish court, intervene in proceedings or initiate enforcement proceedings must provide such security as the court shall determine to cover the costs of the proceedings and enforcement and the other party’s loss and damage. Since this provision contains no “habitual residence” requirement, its scope is broader than that of the procedural code. The court grants an exemption from security on the basis of reciprocity.
Service on a defendant abroad is, as a rule, effected through the competent authority of that country and in accordance with the international conventions to which Türkiye is a party; if the addressee is a Turkish national, service may also be effected through the Turkish Embassy or Consulate located there — this is not mandatory but an alternative route. This route significantly extends the length of the proceedings and should be taken into account in litigation planning from the outset.
Recognition and Enforcement of Foreign Judgments
A foreign court judgment cannot be directly enforced through execution proceedings in Turkey; an enforcement order must first be obtained from the competent Turkish court. The competent court is the court of first instance, and such cases are subject to simplified proceedings. Recognition allows the judgment to be treated as conclusive evidence or res judicata; enforceability, however, depends on an enforcement order.
One of the conditions regulated under the "conditions for enforcement" heading of the law is reciprocity; this condition may be satisfied by an agreement based on reciprocity, a statutory provision in the relevant state that permits the enforcement of Turkish court judgments, or actual practice. The law expressly provides that this condition is not required for recognition. Other conditions include that the judgment was rendered in a matter not within the exclusive jurisdiction of Turkish courts, that it is not manifestly contrary to public policy, and that the person against whom enforcement is sought was duly summoned or represented. It should also be noted that an appeal suspends execution.
A separate regime applies to foreign arbitral awards, and the law uses the term grounds for refusal rather than "conditions for enforcement" in that context. The New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards, to which Turkey is a party, entered into force in our country on 30 September 1992, and Turkey has made two reservations: it has declared that it will apply the Convention only to awards made in the territory of another contracting state and only to disputes considered commercial in nature. This is why, when agreeing on an arbitration clause in commercial contracts, the enforcement stage must be taken into account from the outset.
Assessment criteria
Assessment Criteria for Contract Disputes
The approach to be followed in a contract dispute is determined by the type of contract, whether it was validly formed, the nature of the breach, the evidence available and the time elapsed since the claim became due. This assessment takes into account the contract, its annexes and, where applicable, the framework agreement, orders and delivery documents, invoices and payment records, correspondence and formal notices.
At the contract drafting stage, priority is given to preventing disputes: the agreement should clearly set out the parties’ rights and obligations, the time and place of performance, the consequences of default, the penalty clause, the security arrangements, the circumstances giving rise to termination or rescission, the governing law and the dispute resolution mechanism, as these will determine the next stage. In standard-form documents prepared unilaterally, the need to review the general terms and conditions should be taken into account from the outset.
The steps that must be completed before filing a lawsuit are determined separately for each case and in relation to the claim concerned. Since the scope of mandatory mediation as a precondition to bringing an action varies according to the type of dispute, different preconditions may apply to different defendants in the same factual circumstances.
In cases involving a foreign party or a cross-border element, the applicable law, jurisdiction, arbitration, security for costs, service of documents, and enforcement of foreign judgments are also assessed.
In specific disputes, the legal assessment varies depending on the characteristics of the contract and the breach.
The firm's practice areas include disputes arising from contracts. To request a consultation, please contact us via the contact page.
FAQs
Frequently Asked Questions
Must the contract be in writing?
As a rule, no. The law provides that, unless the law prescribes otherwise, the validity of contracts is not subject to any form requirement. There are, however, two separate matters to consider. First, for certain contracts the law does impose a form requirement — a suretyship must be in writing, and the sale of immovable property and a promise to sell immovable property must be in official form; if the required form is not observed, the contract does not produce legal effects. Second, there is the matter of proof: legal transactions exceeding the monetary threshold set out in the law of civil procedure must be proved by a written instrument, and witness testimony is not admissible against a claim based on a written instrument. In most cases, therefore, the issue is not the validity of the contract but the proof of its existence and content.
Can an email or text-message correspondence serve as a substitute for a contract?
Contracts not subject to a formal validity requirement may be concluded through correspondence; the declaration of intent may be express or implied. However, a distinction must be made for evidentiary purposes. Data bearing a secure electronic signature has the effect of an instrument and produces all the legal consequences of a handwritten signature. By contrast, there is no specific statutory provision governing emails, text messages and messaging records; these constitute documents within the meaning of procedural law and are not instruments, but, where the conditions are met, they may constitute a commencement of proof in writing, thereby permitting witness testimony. Accordingly, correspondence should not be regarded as sufficient on its own and should be assessed together with payment and delivery records. In addition, transactions subject to statutory formalities or special formal requirements—such as transfers of title to immovable property, agreements promising the sale of immovable property and suretyship—cannot be carried out even with a secure electronic signature.
What should I do if the other party does not pay?
The first step is to place the debtor in default. For contractual debts, default generally requires a notice of default; if the date for performance was agreed by the parties in advance, no notice is required. The notice determines both when default interest begins to accrue and when elective rights become exercisable. If the creditor intends to refuse performance or rescind the contract, the law additionally requires an appropriate period to be granted and provides that the election must be communicated immediately. At the litigation stage, whether mediation is a condition precedent to bringing proceedings depends on the type of dispute; there is no single rule applicable to every debt claim. If there is an instrument bearing an acknowledged signature, direct enforcement proceedings may also be considered.
Can I unilaterally terminate the contract?
This depends on whether the contract requires continuing or one-off performance and on the grounds for termination. In contracts requiring continuing performance, where performance has commenced, the law reserves the creditor’s right to terminate in the event of the debtor’s default. In contracts requiring one-off performance, the remedy in the event of the other party’s default is generally rescission; this requires first granting an appropriate period and then notifying the other party of the election without delay. If the contract contains a provision granting a right of termination, that provision applies in the first instance. Termination without just cause may entitle the other party to claim damages. Accordingly, before sending a notice, it is necessary to determine which right is being exercised—the election is often irrevocable.
Can the penalty clause be reduced if it is excessive?
As a rule, yes. The wording of the law is clear: “The judge shall reduce, of the judge’s own motion, a penalty clause that the judge considers excessive.” The law does not use wording that leaves the reduction to the judge’s discretion. However, there is an important limitation: commercial legislation provides that a debtor who has the status of a merchant may not ask the court to reduce an excessive penalty clause. The relationship between these two provisions has not been expressly resolved in the legislation, and the positions of merchant and non-merchant parties to the same contract differ. The type of penalty also affects the outcome: as a rule, the creditor may claim either performance or the penalty; claiming both together is permitted only in limited circumstances.
If I become a surety, for how long will I be liable?
The first point examined is formal validity: the suretyship must be in writing, and the maximum amount for which the surety will be liable, the date of the suretyship and, where applicable, the intention to act as a joint and several surety must be written in the surety's own handwriting; a suretyship that does not comply with these conditions will not be valid. For married persons, the written consent of the spouse is as a rule required, and this consent must be given before or, at the latest, at the time the contract is concluded. This rule is not categorical: in the case of suretyships given by an owner of a commercial enterprise registered in the trade register and by a partner or manager of a commercial company in respect of the enterprise or company, in suretyships given by tradesmen and craftsmen registered in their register in relation to their professional activities, and in certain types of credit, the spouse's consent is not required. Two conditions are examined together: the registration in the register and the suretyship's relation to the enterprise or company; the status alone is not sufficient; if the same person acts as surety for the personal debt of a third party, the spouse's consent is again required. As regards duration, the law prescribes a maximum period for the suretyship of a natural person; when the period expires, the suretyship lapses automatically, and the period begins to run from the establishment of the suretyship contract. An extension is possible only by means of a written declaration made no earlier than one year before expiry and in compliance with the form of the suretyship. There is no such maximum period for the suretyship of a legal entity.
Is mediation mandatory before filing a lawsuit?
It depends on the type of dispute, and there is a common misconception here: there is no general mandatory mediation provision applicable to every claim for a sum of money. The scope is set out in four separate regimes. In commercial disputes concerning claims for a sum of money, compensation, actions for annulment of objection, negative declaratory actions and restitution actions, mediation is a condition precedent to litigation: the last three types of action were added to the scope in 2023 year. In employment disputes, it is a condition precedent to litigation; claims arising from occupational accidents and occupational diseases are excluded. In consumer disputes, it is a condition precedent to litigation; there are five exceptions, such as matters within the jurisdiction of the consumer arbitration committee and disputes arising in rem from immovable property that constitutes a consumer transaction. Finally, it is also a condition precedent to litigation in disputes concerning tenancy, dissolution of co-ownership, condominium ownership and neighbouring rights. In a contractual dispute that does not fall within these four regimes, mediation is not mandatory. Where an arbitration agreement exists, these provisions do not apply at all; applications for interim injunctions and attachments do not have to await the process either. A lawsuit filed without any application to a mediator is dismissed on procedural grounds without any further action.
The exchange rate has risen: can the contract be adapted?
The law neither categorically accepts nor rejects this possibility. The provision on excessive hardship requires four conditions to be met together: the emergence of an extraordinary event that was not foreseen and could not reasonably have been foreseen at the time the contract was concluded; that this event is not attributable to the debtor; that it alters the performance to the debtor's detriment to such an extent that requiring performance would be contrary to the rules of good faith; and that the debtor has not yet performed its obligation or has performed it while reserving its rights. The law expressly covers foreign-currency obligations by stating, "The provisions of this article also apply to foreign-currency obligations." However, the law does not state that an increase in the exchange rate alone satisfies these conditions; in particular, foreseeability is assessed separately in each particular case. If the conditions are met, the debtor may ask the court to adapt the contract; if this is not possible, it may rescind the contract, and in the case of contracts involving continuous performance, termination is the available remedy.
The statements on this page are provided for general information only and do not constitute legal advice or a legal opinion. Since the circumstances of each specific case differ, any legal assessment should be made on the basis of the particular case.
The information on this page is published, within the framework of the Turkish Bar Association Regulation on the Prohibition of Advertising, for the purpose of informing about the areas in which the firm operates, and does not imply specialisation or constitute solicitation of business.
Neither viewing this page nor contacting the firm through the links or contact details provided on this page creates an attorney–client relationship between the attorney and the applicant, nor does it imply that the matter has been accepted.
The information on this page and the relevant time limits have been prepared in accordance with the legislation in force as of 4 September 2026. As legislation may change, time limits must in any case be calculated in accordance with the current statutory text.
The course to be followed in legal disputes arising from contracts may vary depending on the type of contract, the parties’ obligations, the nature of the breach, and the available documentation. Accordingly, when drafting the contract or reviewing it after a dispute has arisen, it is important to examine its provisions clearly and accurately, identify the parties’ rights and obligations, and take the necessary steps within the applicable time limits.
Merve Kartal
attorney at law