Contract drafting, review and contract disputes
We read the text from your side before you sign and rewrite it where needed; when a contract breaks down, we assess your termination, penalty and compensation rights with you.
A contract is a written plan for what happens next. A well-drafted text says in advance what follows if delivery is late, payment is not made or one side walks away, and settles most disputes before they reach court. As a rule, contracts in Turkey require no particular form (TBK art. 12), but some do: a guarantee must be in writing, and the sale of real estate or a promise to sell it must be made in official form. A contract that ignores a required form may be void.
Template contracts found online rarely fit your situation. Who does what, by when and to what standard; what happens on delay or defect; the amount and type of any penalty; grounds for termination; the competent court and the governing law should all be written for the specific deal. Where the other side uses its own standard terms, the rules on standard business terms (genel işlem koşulları) apply: clauses that work against you and that you were not properly informed of can be treated as not written (TBK arts. 20-25).
When a contract goes wrong, choosing the right remedy matters. If the other party is in default, after a reasonable grace period you can demand performance plus damages for delay, give up performance and claim your lost bargain, or withdraw from the contract (TBK arts. 123-125); in ongoing contracts such as leases, services or subscriptions, termination replaces withdrawal. Choosing the wrong remedy, or sending a termination notice in the wrong form, can turn the party in the right into the one paying damages.
We draft service, sale, works, confidentiality, distribution and partnership agreements for individuals and companies, review contracts proposed by the other side and support clients in negotiations, including foreign parties signing Turkish-law contracts. For money owed under a contract, see Law of Obligations; for leases, Real Estate and Tenancy Law; for company agreements, Commercial and Corporate Law.
When you may need this
- You have been asked to sign a contract and want a lawyer to read it first.
- You need a service, sale, works or confidentiality (NDA) agreement for a new business relationship.
- The other side is not keeping to the contract and you want to terminate or withdraw.
- You are being asked to pay a contractual penalty that you think is excessive.
- You paid or received a deposit (kaparo) and the sale fell through.
- Economic conditions changed unexpectedly and performing on the original terms has become extremely burdensome.
- You believe you signed a contract after being misled or under pressure.
How the process works
- 01
Needs and risks
We discuss the parties, the subject, the payment and delivery schedule and the risks that matter most to you. If there is already a draft, we read it first.
- 02
Draft or review memo
For a new contract we prepare the first draft. For the other side's text we send a reasoned review memo listing unfavourable clauses, gaps and proposed changes.
- 03
Negotiation and signing
We negotiate revisions in writing. Where a formal requirement applies, we plan the notary or land registry step and check the final text before signing.
- 04
Notice of breach
If the contract is breached, we prepare a formal notice that sets a deadline, states the chosen remedy clearly and exercises termination or withdrawal at the right time.
- 05
Settlement or lawsuit
If the dispute is commercial, consumer or lease-related, we first apply to mandatory mediation. Without an agreement, we sue for performance, damages, the penalty or adaptation of the contract.
Services in this area
- Contract drafting and revision01
- Pre-signing contract review and risk memos02
- Service, sale, works and confidentiality agreements03
- Franchise, distribution and dealership agreements04
- Representation in negotiations05
- Termination and withdrawal notices06
- Penalty clause, deposit and damages disputes07
- Actions to adapt or annul contracts08
Documents worth bringing
- The signed contract with any annexes and protocols
- Earlier drafts and negotiation correspondence
- Payment receipts, invoices and the deposit receipt
- Delivery records, work schedules and photographs
- Formal notices, e-mails and messages exchanged between the parties
- Inspection records or expert reports showing defects or delay
- For companies, signature circulars and documents of authority
How fees and costs are determined
Drafting and reviewing contracts is non-litigation work; the fee is set in a written fee agreement according to the scope of the text, the negotiation involved and the value of the contract. It cannot be lower than the amounts set for contract drafting and advisory work in the Minimum Attorney Fee Tariff (AAÜT) published each year by the Union of Turkish Bar Associations. For a lawsuit arising from a contract, the fee is likewise subject to the AAÜT and the limits in Article 164 of the Attorneys' Act.
Contracts that must be certified or drawn up by a notary involve notary fees, and some contracts are subject to stamp duty. In litigation, court fees, a cost advance and expert fees are paid. Where the dispute is commercial, consumer or lease-related and mandatory mediation ends without agreement, the first two hours of the mediator's fee are covered by the state and added to the court costs. The losing party pays the court costs and the other side's attorney fee.
Frequently asked questions
Do I need a lawyer to draft a contract?
No, the law does not require it; the parties can write the contract themselves. But where a form is required (guarantees, promises to sell real estate, construction-for-land-share agreements and the like), failing to follow it can make the contract void, and templates rarely tailor penalty, termination and jurisdiction clauses to your deal. For high-value or long-term arrangements, a review before signing usually costs less than a lawsuit later.
What is a penalty clause, and can it be reduced?
A penalty clause (cezai şart) fixes in advance the amount payable if the contract is not performed (TBK arts. 179-182). The creditor can claim it even without proving any loss (TBK art. 180); it cannot be claimed if the main obligation is invalid or performance became impossible for reasons the debtor is not responsible for. The judge reduces an excessive penalty on their own initiative (TBK art. 182). Merchants, however, cannot ask for a reduction of a penalty agreed in connection with their business on the ground that it is excessive (TTK art. 22).
Can I claim both performance and the penalty?
As a rule the creditor claims either performance or the penalty (TBK art. 179/1). If the penalty was agreed for performance not made at the agreed time or place, the creditor can claim both, provided they did not accept performance without reservation or expressly waive the penalty (TBK art. 179/2). So when you accept a late delivery, reserve your right to the penalty in writing.
Do I get my deposit back?
A deposit paid when the contract is made (bağlanma parası, commonly called kaparo) is deducted from the price unless agreed otherwise. If the contract fails because of the party who paid it, the recipient may keep it; if it fails because of the recipient, the payer can claim double the amount (TBK art. 177). Money paid as the price for a right to withdraw (cayma akçesi) is a different arrangement (TBK art. 178), so the receipt should state what the payment is for.
Is there a right to cancel a contract, and how many days?
In ordinary contracts there is no statutory right to cancel; a signed contract is binding, and you can withdraw only if the contract allows it or a withdrawal payment was agreed. Consumer transactions are different: for online and off-premises sales a consumer can generally withdraw within fourteen days without giving reasons (Consumer Protection Law No. 6502 art. 48 and the Distance Contracts Regulation). See our Consumer Law page for details.
How do I terminate a contract?
Start with the contract's own termination clause and notice requirements. If it says nothing, where the other side is in default you set a reasonable deadline and, if it is missed, withdraw or, in ongoing contracts, terminate (TBK arts. 123-126). Send the notice in writing and in a provable form (between merchants by notary, registered letter or KEP), state the grounds clearly and set out how outstanding payments will be settled. Terminating without just cause can expose the terminating party to damages.
Circumstances have changed. Can the contract be adapted?
If an extraordinary event that could not be foreseen when the contract was made has made performance so burdensome that demanding it would breach good faith, the debtor can ask the court to adapt the contract or, if that is not possible, to withdraw or, in ongoing contracts, terminate (TBK art. 138). The debtor must not yet have performed, or must have performed while reserving their rights. Where a contract was signed by mistake, fraud or duress, you must declare that you are not bound within one year of discovering it or of the duress ending (TBK art. 39).
This page is for general information only and does not constitute legal advice. Every legal matter has its own circumstances; please request a meeting for your specific situation.
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