Contract Law and Professional Consulting

Contract law forms the legal foundation of many everyday transactions: rental agreements, sales and service contracts, employment agreements and franchise deals. All of these relationships are protected by contracts that are validly concluded when the parties express their intentions in harmony. This article provides an in‑depth look at the definition and elements of a contract, conditions of validity, types of contracts and the professional legal services we offer. We also reference reliable sources such as the Union of Turkish Bar Associations, and Wikipedia to provide a broader context.

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Table of Contents

Definition and Elements of a Contract

According to Article 1 of the Turkish Code of Obligations, “A contract is concluded when the parties express their wills mutually and congruently.” This definition emphasizes the principle of freedom of contract. Nonetheless, this freedom does not remove the obligation to act in accordance with law and ethics. For a contract to be valid, the following elements must be present:

  1. Consensus (Meeting of Minds) – An offer (proposal) and an acceptance must align for the contract to be formed. A modified acceptance constitutes a new offer.

  2. True Intent – A contract formed under mistake, fraud or duress is void. Articles 30–39 of the Code regulate defects in consent.

  3. Lawful Subject Matter – The object of the contract must be lawful, possible and definite. Article 27 stipulates that agreements contrary to mandatory provisions, public order or personal rights are null and void.

  4. Form Requirements – Unless a specific form is prescribed by law, contracts can generally be concluded in any form. Some agreements, such as promises of real estate sale, require written and notarized form or registration at the land registry. Lack of form may render a contract void.

Types of Contracts

Contracts are divided into various categories according to their purpose and parties. The following list summarizes the most common types of contracts. The explanations under each heading are provided in English.

Sales Contracts

These contracts regulate the transfer of goods or services in exchange for a specific price. They may cover movable or immovable property. A well-drafted sales contract should clearly specify the price, delivery terms, payment conditions, and liability for defects.

Service Agreements

Regulate the relationship between a service provider and a client. They are typically used in labor‑intensive activities. Key provisions include the duration of the service, remuneration and scope of work.

Lease Agreements

Concern the transfer of the right to use movable or immovable property for a fee. Examples include residential, commercial or vehicle leases. Essential clauses cover the rental term, security deposit, rent increase and eviction conditions.

Employment Contracts

These are special service contracts between employer and employee governed by labor law. They must specify working conditions, remuneration, job description and termination provisions.

Sub‑Contracting Agreements

These agreements between a main contractor and a subcontractor allocate specific parts of a project. Common in the construction sector, they should clearly define responsibilities to prevent future disputes.

Franchise Agreements

Regulate the licensing of a brand’s products or services to another entrepreneur. The franchisor provides the trade name, know‑how and support in exchange for fees. The agreement should cover territory, quality standards and inspection rights.

Work Contracts

Concern the creation of a specific work (such as a building, software or design) in return for payment. The contract should stipulate flawless delivery, workmanship and material quality.

Construction Agreements for Land Share

Contracts in which the landowner transfers part of the land to a contractor, who in return undertakes to construct and deliver independent units. They must specify delivery deadlines, building permits and title deed procedures.

Intellectual Property and Copyright Agreements

Regulate the transfer or licensing of the author’s economic rights. Used for software, books, music, trademarks and designs. Provisions should specify the duration of rights, scope of the license and revenue sharing.

Transport and Logistics Contracts

Govern the transport of goods, items or passengers by road, sea or air. They must define the carrier’s responsibilities, liability for damage and insurance conditions.

Joint Venture and Consortium Agreements

Temporary partnerships formed by companies to undertake a specific project or tender. The contract should detail the division of work, responsibility ratios and profit sharing.

Conditions of Validity and Freedom of Contract

For contracts to be valid, the parties must have capacity, the consent must be free and the subject matter must be possible and lawful. Article 27 of the Code of Obligations states that agreements violating mandatory provisions, morality or public order are null. Article 26 guarantees freedom of contract within legal limits. This freedom is restricted by mandatory rules in areas such as consumer and employment contracts.

Fraud, Misrepresentation and Rescission

If one party has entered into a contract due to fraud, duress or a serious mistake, rescission may be invoked. Articles 30–39 regulate defects in consent. Concealment of essential information by the other party constitutes fraud and entitles the injured party to cancel the contract. Our firm drafts contracts that proactively mitigate such risks.

Adaptation and Force Majeure

Unforeseeable economic or social changes may make performance excessively onerous. Article 138 allows the debtor to request adaptation of the contract when extraordinary circumstances arise. The COVID‑19 pandemic is a notable example leading to adaptation or postponement of performance. Clearly drafted force majeure clauses guide the parties in such situations.

Our Contract Law Services

At ASB Partners, we offer comprehensive services in contract law:

  1. Contract Drafting – Bespoke agreements tailored to each sector and business model. Commercial contracts, service agreements, sales and lease agreements, NDAs, licensing and distribution contracts are among our specialties.

  2. Contract Review and Revision – We analyze drafts to identify risky provisions and amend them to balance rights and obligations.

  3. Negotiation Management – We represent clients during negotiations to secure fair and sustainable terms.

  4. Implementation and Litigation – Legal representation in cases of breach, termination, compensation and enforcement.

  5. Adaptation and Force Majeure Assessments – Advising on adaptation or termination in extraordinary circumstances.

  6. International and Multilingual Agreements – Drafting contracts in English and other languages, ensuring compliance with foreign laws.

Why Work with a Contract Lawyer?

Contract lawyers ensure that the parties’ intentions are accurately reflected in legal language and that all clauses are consistent with one another. Contracts drafted with professional guidance significantly reduce potential disputes. Compliance with jurisprudence and risk analysis also require expert support. Authorities such as the Union of Turkish Bar Associations and government portals emphasize the importance of legal representation.

Conclusion

Contract law is a detailed and technical field that safeguards the mutual relationships of individuals and businesses. This article has explored the definition and types of contracts, conditions of validity, adaptation processes and more. Every contract is established through the free will of the parties; however, legality, fairness and balance must always be observed. Professional support from a contract attorney provides substantial advantages in both drafting and dispute resolution. For more information, visit our contract consultancy page or contact us.

Official and Academic References 

  1. Turkish Code of Obligations (Türk Borçlar Kanunu)
    • Source: Turkish Code of Obligations – Mevzuat Portalı
    • Explanation: This code regulates matters such as the conditions of validity of contracts, declaration of intent, termination, and penal clauses. In particular, Articles 1, 26, and 27 form the basis of this article.
  2. Union of Turkish Bar Associations (Türkiye Barolar Birliği)
  3. e-Government Portal of Turkey (e-Devlet Kapısı)
    • Website: e-Government Portal of Turkey (turkiye.gov.tr)
    • Description: A platform where various transactions such as contract examples, notary procedures, e-signature processes, and official registrations are conducted. It adds practical value for users.
  4. Wikipedia – Contract Law Overview
    • Website: Contract – Wikipedia
    • Description: Provides a general overview of the basic definition of contracts, validity conditions, types of contracts, and methods of legal interpretation. Valuable as a reliable external link for SEO purposes.
  5. ILO – International Labour Organization
    • Web: International Labour Organization (ILO)
    • Description: Contains international regulations on employment contracts, employer obligations, contractual employment relationships, and worker rights. Valuable for the intersection of labor law and contracts.
  6. UNIDROIT Principles of International Commercial Contracts

FREQUENTLY ASKED QUESTIONS

What is a contract and when is it considered valid?

A contract is a legally binding agreement between two or more parties based on mutual consent. For a contract to be valid, parties must have legal capacity, the subject matter must be lawful, and consent must be given freely and knowingly. Certain contracts also require a written form by law.

Yes, verbal contracts are generally enforceable under Turkish law unless the law requires a written form (e.g., for real estate sales). However, written contracts are strongly recommended to avoid disputes and facilitate proof of the agreement.

While equality is ideal, contract law allows parties to freely determine terms. However, in areas like consumer protection and employment law, legal regulations are in place to protect the weaker party from unfair terms or exploitation.

An invalid contract has no legal effect. Parties cannot claim rights or demand performance based on it. If one party suffers damage due to an invalid contract, they may pursue compensation through unjust enrichment or tort law.

In case of breach, the injured party may claim compensation, terminate the contract, request specific performance, or enforce a penalty clause if included. Dispute resolution may involve litigation, arbitration, or mediation.

A penalty clause is a predetermined amount the breaching party agrees to pay in case of non-compliance or breach. It simplifies compensation claims and encourages performance. However, courts may reduce the penalty if deemed excessive.

Yes, contract terms can be modified by mutual agreement of the parties. Any amendment should be documented in writing and signed by both sides to ensure legal clarity and enforceability.