Unofficial English translation for information only. In case of discrepancy, the Turkish text prevails. This translation is not legal advice.
Turkish source: Law No. 6098, Official Gazette 04/02/2011, No. 27836. Turkish text as published on mevzuat.gov.tr, checked on 26 October 2026: https://www.mevzuat.gov.tr/mevzuat?MevzuatNo=6098&MevzuatTur=1&MevzuatTertip=5
PART ONE – General Provisions
CHAPTER ONE – Sources of Obligations
DIVISION ONE – Obligations Arising from Contracts
Article 1 – 1. General provisions
A contract is formed by the parties declaring their intentions mutually and in accordance with each other.
A declaration of intent may be express or implied.
Article 2 – 2. Matters of secondary importance
If the parties have agreed on the essential points of a contract, the contract is deemed to have been formed even if they have not addressed matters of secondary importance.
If the parties cannot agree on matters of secondary importance, the judge shall resolve the dispute in view of the nature of the matter.
Provisions concerning the form of contracts are reserved.
Article 3 – 1. Offer with a time limit
A person who proposes making a contract by setting a time limit for acceptance is bound by the offer until that time limit expires.
If acceptance does not reach the offeror within that time limit, the offeror is released from being bound by the offer.
Article 4 – a. Between persons present
If an offer made to a person present, without setting a time limit for acceptance, is not accepted immediately, the offeror is released from being bound by the offer.
An offer made during direct communication through means such as a telephone or computer is deemed to have been made between persons present.
Article 5 – b. Between persons absent
An offer made to a person absent, without setting a time limit for acceptance, binds the offeror until the time when a reply sent in due time and in proper form may be expected to arrive.
The offeror may deem the offer to have arrived in due time.
If an acceptance sent in due time reaches the offeror late and the offeror does not wish to be bound by it, the offeror must immediately notify the acceptor of the situation.
Article 6 – 3. Implied acceptance
If the offeror is not required to await express acceptance by law, the nature of the matter or the circumstances, the contract is deemed to have been formed if the offer is not rejected within an appropriate period.
Article 7 – 4. Sending an unsolicited item
Sending an unsolicited item does not constitute an offer. The person receiving the item is not obliged to return or keep it.
Article 8 – 5. Non-binding offer and offer made to the public
If the offeror expressly reserves the right not to be bound by the offer, or if it is apparent from the nature of the matter or the circumstances that the offeror does not intend to be bound, the offer does not bind the offeror.
Displaying goods with their prices, or sending a tariff, price list or similar, constitutes an offer unless the contrary is expressly and readily apparent.
Article 9 – 6. Promise of a reward by public announcement
A person who publicly announces that they will award a reward in return for a result being achieved is obliged to fulfil that promise.
If the person promising the reward withdraws the promise before the result is achieved or prevents the result from being achieved, they are obliged to reimburse expenses incurred in accordance with the rules of good faith. However, the total expenses payable to one or more persons may not exceed the value of the reward.
The person promising the reward is released from the obligation to reimburse expenses if they prove that those seeking reimbursement would not have been able to achieve the expected result.
Article 10 – 7. Withdrawal of an offer and acceptance
If a declaration of withdrawal reaches the other party before or at the same time as the offer, or reaches them later but is learned of by the other party before the offer, the offer is deemed not to have been made.
This rule also applies to the withdrawal of acceptance.
Article 11 – III. Time when a contract formed between persons absent takes effect
Contracts formed between persons absent take effect from the moment acceptance is sent.
Where express acceptance is not required, the contract takes effect from the moment the offer arrives.
Article 12 – I. General rule
Unless otherwise provided by law, the validity of contracts is not subject to any form requirement.
As a rule, the form prescribed by law for contracts is a validity requirement. Contracts formed without complying with the prescribed form do not take effect.
Article 13 – a. Scope
A contract that the law requires to be made in writing may be amended only in writing. However, supplementary ancillary provisions that do not conflict with the text of the contract are excluded from this rule.
This rule also applies to validity requirements of form other than written form.
Article 14 – b. Elements
In contracts required to be made in writing, the signatures of those assuming obligations are mandatory.
Unless otherwise provided by law, a signed letter, a telegram whose originals are signed by those assuming obligations, a fax or similar means of communication, provided that it is confirmed, or texts that can be sent and stored with a secure electronic signature also satisfy the written form requirement.
Article 15 – c. Signature
The signature must be written by hand by the person assuming the obligation. A secure electronic signature also produces all the legal effects of a handwritten signature.
A signature made by a means other than handwriting is sufficient only in cases accepted by custom and usage, and especially for signing negotiable instruments issued in large numbers.
(Amended paragraph: 13/2/2011-6111/213 art.) At the request of visually impaired persons, their signatures must be witnessed. Otherwise, it is sufficient for visually impaired persons to sign by hand.
Article 16 – d. Marks in place of a signature
Persons unable to sign may use a fingerprint, a mark made by hand or a seal in place of a signature, provided that it is duly authenticated.
Provisions concerning bills of exchange, promissory notes and cheques are reserved.
Article 17 – 2. Voluntary form
If the parties agree that a contract not subject to a form requirement by law is to be made in a specific form, a contract not made in that form does not bind the parties.
If written form is agreed upon without any specification, the provisions concerning statutory written form apply.
Article 18 – C. Acknowledgment of an obligation
An acknowledgment of an obligation is valid even if it does not state the cause of the obligation.
Article 19 – D. Interpretation of contracts; simulated transactions
In determining and interpreting the type and content of a contract, the parties’ true and common intentions shall prevail, regardless of the words they used by mistake or to conceal their true purposes.
A debtor may not assert that the transaction was simulated against a third party who acquired a claim in reliance on a written acknowledgment of an obligation.
Article 20 – I. General provisions
General terms and conditions are contractual provisions prepared in advance, unilaterally by the drafter, for the purpose of using them in numerous similar contracts in the future, and presented to the other party when a contract is made. Whether these terms are included in the contract text or an annex, and their scope, font and form, are immaterial to their classification.
The fact that the texts of contracts drawn up for the same purpose are not identical does not prevent the provisions contained in those contracts from being regarded as general terms and conditions.
Stipulations included in a contract containing general terms and conditions or in a separate contract, stating that each of those terms was discussed and accepted, do not, by themselves, prevent them from being regarded as general terms and conditions.
Provisions concerning general terms and conditions also apply, regardless of their nature, to contracts prepared by persons and organizations carrying out the services they offer under the law or with authorization granted by the competent authority.
Article 21 – 1. Deemed unwritten
The inclusion in a contract of general terms and conditions contrary to the other party’s interests depends on the drafter expressly informing the other party of their existence when the contract is made, providing an opportunity to learn their content, and the other party accepting those terms. Otherwise, the general terms and conditions are deemed unwritten.
General terms and conditions foreign to the nature of the contract and the characteristics of the matter are also deemed unwritten.
Article 22 – 2. Effect of being deemed unwritten on the contract
The provisions of the contract other than the general terms and conditions deemed unwritten remain valid. In that case, the drafter may not claim that they would not have made the contract with the remaining provisions had the terms deemed unwritten not existed.
Article 23 – III. Interpretation
If a provision in general terms and conditions is not clear and understandable, or has more than one meaning, it shall be interpreted against the drafter and in favour of the other party.
Article 24 – IV. Prohibition on amendment
Stipulations in a contract containing general terms and conditions or in a separate contract that authorize the drafter unilaterally to amend a provision of a contract containing general terms and conditions, or to introduce new provisions, to the detriment of the other party, are deemed unwritten.
Article 25 – V. Content review
Provisions may not be included in general terms and conditions that, contrary to the rules of good faith, are to the detriment of the other party or aggravate their position.
Article 26 – I. Freedom of contract
The parties may freely determine the content of a contract within the limits prescribed by law.
Article 27 – II. Absolute nullity
Contracts that violate mandatory provisions of law, morality, public policy or personality rights, or whose subject matter is impossible, are absolutely null.
The invalidity of some provisions of a contract does not affect the validity of the others. However, if it is clearly understood that the contract would not have been made without those provisions, the entire contract is absolutely null.
Article 28 – III. Exploitation
If there is a clear disproportion between reciprocal performances in a contract, and that disproportion has been brought about by exploiting the injured party’s difficult circumstances, thoughtlessness or inexperience, the injured party may, depending on the circumstances, either notify the other party that they are not bound by the contract and demand restitution of their performance, or remain bound by the contract and demand that the disproportion between the performances be remedied.
The injured party may exercise this right within one year from the date they learn of their thoughtlessness or inexperience, or, in the case of difficult circumstances, from the date those circumstances cease, and in any event within five years from the date the contract was formed.
Article 29 – IV. Preliminary contract
Contracts concerning the future formation of another contract are valid.
Except for the exceptions provided by law, the validity of a preliminary contract depends on the form required for the contract to be formed in the future.
Article 30 – 1. Consequences of mistake
A party who makes a fundamental mistake when a contract is formed is not bound by the contract.
Article 31 – a. Mistake in declaration
The following cases of mistake are fundamental in particular:
1. If the person in error declares their intention for a contract other than the one they wished to form.
2. If the person in error declares their intention for an object other than the one they wanted.
3. If the person in error declares their intention to enter into a contract to someone other than the person with whom they actually wished to contract.
4. If, when making the contract, the person in error had a person with specific qualities in mind but declared their intention for another person.
5. If the person in error declares their intention for a performance substantially greater than the one they actually intended to undertake, or for a counter-performance substantially less than the one they actually wanted.
Simple calculation errors do not affect the validity of the contract; it is sufficient to correct them.
Article 32 – b. Mistake as to motive
A mistake as to motive is not considered a fundamental mistake. A mistake is considered fundamental if the person in error regards the motive in which they were mistaken as the basis of the contract and this is in accordance with the rules of good faith applicable in business relations. However, the other party must also have been able to know this.
Article 33 – c. Mistake in transmission
The provisions on mistake also apply where the intention to form a contract is incorrectly transmitted by an intermediary, such as a messenger or translator, or by a device.
Article 34 – 3. Rules of good faith in cases of mistake
A person in error may not invoke their mistake contrary to the rules of good faith.
In particular, if the other party declares that they consent to the contract being formed in the sense intended by the person in error, the contract is deemed to have been formed in that sense.
Article 35 – 4. Fault in mistake
If the person in error is at fault for their mistake, they are obliged to compensate for the loss arising from the invalidity of the contract. However, compensation may not be claimed if the other party knew or ought to have known of the mistake.
Where fairness so requires, the judge may award greater compensation, provided that it does not exceed the benefit expected from performance.
Article 36 – II. Fraud
If one party has made a contract as a result of the other party’s fraud, they are not bound by the contract even if their mistake is not fundamental.
A party who makes a contract as a result of fraud by a third person is not bound by the contract if, at the time the contract was made, the other party knew or was in a position to know of the fraud.
Article 37 – 1. Effect
If one party has made a contract as a result of duress by the other party or a third person, they are not bound by the contract.
If the person applying duress is a third person and the other party did not know or was not in a position to know of the duress, the person subjected to duress who does not wish to remain bound by the contract is obliged to pay compensation to the other party if fairness so requires.
Article 38 – 2. Conditions
Duress is deemed to have occurred if, in view of the circumstances in which the person subjected to it finds themselves, they are justified in believing that there is a serious and imminent danger of harm to their personal rights or assets, or to those of someone close to them.
If a contract is made under the threat that a right or authority arising from law will be exercised, duress is deemed to exist if the person who stated that they would exercise that right or authority obtained an excessive benefit from the other party’s difficult circumstances.
Article 39 – IV. Remedying a defect of intent
A party who made a contract due to mistake or fraud, or as a result of duress, is deemed to have ratified the contract if, within one year from the time they learned of the mistake or fraud, or the effects of the duress ceased, they do not declare that they are not bound by the contract or demand the return of what they gave.
Deeming a contract that is non-binding due to fraud or duress to have been ratified does not extinguish the right to compensation.
Article 40 – a. Effect of representation
The legal consequences of a legal transaction carried out by an authorized representative in the name and on behalf of another person bind the represented person directly.
If the representative does not disclose their capacity when carrying out the legal transaction, its consequences belong to the representative. However, if the other party infers or ought to infer from the circumstances that a representation relationship exists, or if it makes no difference whether the legal transaction is made with the representative or the represented person, its consequences belong directly to the represented person.
In other cases, the provisions concerning the assignment of a claim or the assumption of an obligation apply.
Article 41 – b. Content and scope of the authority to represent
If representation in the name and on behalf of another arises from public law, the content and scope of the authority to represent shall be determined by the statutory provisions on the matter; if the representation arises from a legal transaction, the content and scope of the authority to represent shall be determined by that legal transaction.
If the authority to represent has been notified to third parties, its content and scope shall be determined according to that notification.
Article 42 – a. Limitation and revocation of authority
The represented person may at any time limit or revoke the authority to represent arising from a legal transaction. However, rights that may arise from legal relationships between the parties, such as contracts of service, mandate or partnership, are reserved.
The represented person may not waive this right in advance.
If the represented person has expressly or implicitly notified third parties of the authority granted, the represented person may not invoke the revocation of that authority against bona fide third parties unless the represented person has notified them that the authority has been revoked in whole or in part.
Article 43 – b. Death, incapacity and other circumstances
Unless otherwise agreed by the parties or implied by the nature of the matter, authority to represent arising from a legal transaction terminates upon the death, declaration of absence, loss of legal capacity to act or bankruptcy of the represented person or the representative.
This provision also applies if a legal person ceases to exist.
The parties’ reciprocal personal rights are reserved.
Article 44 – c. Return of the certificate of authority
If a certificate of authority has been issued to the representative, upon termination of the authority the representative is obliged to return the certificate to the represented person or deposit it at a place designated by the judge.
If the represented person or their successors fail to take the necessary steps to have the representative return the certificate, they are obliged to compensate bona fide third parties for any resulting damage.
Article 45 – d. Inability to invoke termination of authority
As long as the representative is unaware that their authority has terminated, the represented person or their successors are bound by the consequences of the legal transactions carried out by the representative.
This rule does not apply where third parties knew that the authority had terminated.
Article 46 – 1. In the event of ratification
If a person carries out a legal transaction as a representative without authority, that transaction binds the represented person only if ratified.
The other party with whom the unauthorized representative transacted may request the represented person to state, within a reasonable period, whether they ratify the legal transaction. If the transaction is not ratified within that period, the other party is released from being bound by it.
Article 47 – 2. In the event of non-ratification
If the represented person does not ratify the legal transaction expressly or implicitly, the unauthorized representative may be required to compensate the damage arising from the invalidity of the transaction. However, the unauthorized representative cannot be required to compensate the damage if they prove that, at the time the transaction was carried out, the other party knew or ought to have known that they lacked authority.
Where equity so requires, an unauthorized representative at fault may also be required to compensate other damage.
Rights arising from unjust enrichment are reserved.
Article 48 – III. Provisions reserved
Provisions concerning the authority of representatives and governing bodies of companies and partnerships, and of commercial agents, are reserved.