Law of Contracts

Contracts and Their Legal Importance

Contracts constitute the foundation and legal framework of business relationships. The preparation of contracts that best serve the interests of the parties requires a thorough understanding of the relevant legislation, identification of potential disputes, and a clear articulation of mutual expectations and responsibilities within the contract. Our team, which is committed to minimizing contractual risks and maximizing client interests, is your key legal partner in business relations. We support you at every step—from participating in contract negotiations with or on your behalf, to drafting, signing, and managing contract-related disputes.

Examples of Contracts We Draft:

  • Transfer and sale contracts of movable and immovable property
  • Claims arising from the seller’s default in delivering and transferring ownership
  • Seller’s liability for defects (warranty)
  • Preliminary real estate sale agreements
  • Purchase, repurchase, and pre-emption agreements
  • Contracts for work, agency, and brokerage
  • Contractor’s obligations in construction contracts, including duty of care and loyalty
  • Construction contracts (works contracts)
  • Employment contracts (fixed and indefinite), employer’s duty to pay wages
  • Lease contracts, including landlord liability for defects and tenant’s failure to pay rent; eviction proceedings
  • Loan-for-use agreements and borrower’s duty to return
  • Loan agreements (karz)
  • Construction contracts including land share (floor) equivalent construction agreements
  • Financial leasing (leasing) contracts, their registration and annotation; lessee’s liability for damage
  • Franchising contracts
  • Partnership agreements
  • Articles of association for companies
  • Employment contracts
  • Agency agreements
  • Insurance contracts

According to the Code of Obligations, certain types of contracts are categorized. Additionally, there are specific contracts governed by special laws in terms of form and limits. Furthermore, some contracts, although not specifically regulated by law, have emerged in practice to meet needs.

Some Important Types of Contracts:

  1. Contracts Involving Transfer and Assignment of Rights: These contracts aim to definitively transfer a right to another party and can be either gratuitous or for consideration. Examples include sales, barter, and gift promises.
  2. Contracts Granting Use or Benefit: These contracts do not involve transfer of ownership, but rather the right to use or benefit from an item. Examples include ordinary lease, income lease, interest-free loan, and financial leasing agreements.
  3. Service Contracts: These contracts are designed for one party to perform services for the other. Examples include service, employment, agency, work, and publishing contracts.
  4. Custody (Storage) Contracts: These relate to the safekeeping of an item. Examples include deposit contracts, warehouse agreements, and those made in hotels or inns.
  5. Security Contracts: These are intended to protect a party from potential risks. Examples include pledge promise contracts, surety agreements, and insurance policies.
  6. Contracts Based on Chance or Contingency: Contracts like lifetime income and care until death agreements are based on uncertain duration and outcomes.
  7. Partnership Agreements: These are agreements between two or more individuals or legal entities to combine their labor or capital for a common goal. Commercial law specifically governs such partnerships.

Although contracts are generally regulated by the Code of Obligations, special regulations have been introduced in other laws due to public interest or the exercise of public power. For example, employment contracts are regulated under the Labor Law. The Law on Intellectual and Artistic Works separately governs publishing agreements. Real estate leases, public procurements, international sales, loan agreements (credit, finance), current account contracts, leasing, and subscription contracts are also subject to special legislation.

Movable Sales Contracts: According to the Turkish Civil Code, these cover the sale of items other than immovable properties. This includes building debris, extracted materials from quarries, and integral parts detached from real estate. As a rule, ownership transfer occurs with the delivery of possession. For certain movables such as vehicles and ships, specific registration procedures apply.

Real Estate Sales Contracts: The transfer of real estate must be executed in official form. The same applies to preliminary sale, purchase, and repurchase agreements—otherwise, they are invalid. The pre-emption right must be in writing. Pre-emption, repurchase, and purchase agreements can be made for a maximum of 10 years and must be annotated in the land registry to be effective.