Good Faith in Turkish Mediation: Duties of Parties and Representatives

Introduction

Good faith in Turkish mediation is one of the most important principles affecting the credibility, efficiency and fairness of the mediation process. Although mediation is based on voluntary decision-making and no party can be forced to conclude a settlement, participation in mediation should not be reduced to a purely formal appearance intended only to obtain a final non-agreement report.

Parties and their representatives are expected to approach the process honestly, respect confidentiality, avoid misleading conduct and refrain from using mediation as a means of intimidation, delay, evidence collection or procedural manipulation.

The concept of good faith does not mean that a party must:

• Admit liability;
• Accept the other party’s allegations;
• Disclose every piece of evidence;
• Make a financial concession;
• Abandon legal defences;
• Agree to settle.

A party may participate sincerely and still decide that no settlement is possible.

The distinction is between a party that genuinely evaluates the possibility of settlement and a party that uses mediation solely to obstruct, deceive or prejudice the other side.

Turkish mediation law is principally governed by Law No. 6325 on Mediation in Civil Disputes. The law applies to private-law disputes, including disputes containing a foreign element, where the parties may freely dispose of the subject matter. It is founded on principles including voluntary participation, equality, confidentiality and party control over the outcome.

Good faith in mediation is also connected with the general principle of honesty recognised throughout Turkish private law. Contractual rights and procedural opportunities should not be exercised in a manner that contradicts honesty, creates an abuse of rights or intentionally causes unnecessary harm.

The Turkish Mediators’ Code of Ethics primarily regulates mediators, but its principles concerning self-determination, impartiality, procedural integrity and confidentiality also help define the standards expected from all persons participating in mediation.

This article explains good faith in Turkish mediation, including the duties of parties, lawyers, company representatives, insurers, public bodies and other participants. It also examines false statements, document disclosure, negotiation authority, attendance, confidentiality, abuse of process, settlement drafting and the possible consequences of bad-faith conduct.

What Does Good Faith Mean in Turkish Mediation?

Good faith in mediation means participating honestly and consistently with the legitimate purpose of the process.

The primary purpose of mediation is to provide the parties with a structured opportunity to understand the dispute, assess their interests and explore a mutually acceptable solution with the assistance of a neutral mediator.

The Ministry of Justice explains that the mediator does not decide the dispute. Instead, the mediator identifies the underlying conflict and interests and assists the parties in producing their own solution.

Good-faith participation may therefore require a party to:

• Attend or be represented properly;
• Listen to the opposing party;
• Present its own position understandably;
• Avoid deliberate factual deception;
• Consider proposals;
• Ensure that the representative has meaningful authority;
• Respect the mediator and other participants;
• Protect confidential information;
• Avoid unnecessary delay;
• Read and understand any proposed agreement before signing.

Good faith should not be interpreted as a duty to compromise regardless of the merits.

A claimant may believe that full payment is justified. A defendant may believe that no payment is owed. Both may still participate in good faith if they explain their positions honestly and genuinely evaluate the risks, costs and alternatives.

Voluntary Settlement and Good-Faith Participation

Voluntary decision-making is a fundamental characteristic of mediation.

Even where applying to mediation is a statutory condition before filing a lawsuit, the parties are not required to reach an agreement. Mandatory mediation requires completion of the procedure, not compulsory settlement.

A party may:

• Reject an offer;
• End negotiations;
• Request time for legal advice;
• Refuse to admit liability;
• Proceed to litigation or arbitration after non-agreement.

The mediator cannot compel acceptance.

The Ministry of Justice’s guidance emphasises that the mediator is not a decision-maker and that the parties themselves determine whether and how the dispute will be resolved.

Good faith therefore concerns the manner of participation rather than the result.

A process may end without agreement even though every participant acted properly.

Conversely, the fact that an agreement was signed does not prove that the process was conducted fairly. Pressure, deception, lack of authority or misunderstanding may later create serious validity disputes.

Is There a Legal Duty to Negotiate in Good Faith?

Turkish mediation legislation does not convert mediation into a compulsory bargaining process in which each party must make a concession.

However, several legal principles support an expectation of honest participation:

• The general honesty principle;
• The prohibition of abuse of rights;
• Voluntary and informed decision-making;
• Equality;
• Confidentiality;
• Professional duties of lawyers;
• Contractual obligations where a mediation clause exists;
• Procedural consequences of attendance or non-attendance.

Where the parties have included a mediation or multi-tier dispute-resolution clause in a contract, the duty to attempt mediation may also arise contractually.

A clause may require the parties to:

• Send a dispute notice;
• Appoint a mediator;
• Attend through authorised representatives;
• Negotiate for a defined period;
• Proceed to arbitration or litigation only after the process ends.

A party that deliberately frustrates an agreed mediation stage may face contractual arguments, cost consequences or an objection in subsequent proceedings, depending on the wording and applicable law.

The clause cannot require the parties to settle, but it may require meaningful participation.

The Duty to Attend

Good-faith participation ordinarily begins with attendance.

In voluntary mediation, a party remains free to decline participation unless a binding contractual obligation applies.

In statutory mandatory mediation, the claimant must complete the mediation process before filing the covered lawsuit. Applications are made to courthouse mediation offices or designated court registries where no separate mediation office exists.

A party invited to mediation should respond clearly.

Possible responses include:

• Acceptance of the meeting;
• Request for another reasonable date;
• Appointment of a representative;
• Written refusal;
• Explanation of a legitimate obstacle.

Ignoring every communication without explanation may be inconsistent with the cooperative purpose of mediation, particularly where statutory attendance consequences apply.

However, physical attendance by itself does not establish good faith.

A person may appear but:

• Refuse to speak;
• Have no knowledge of the dispute;
• Lack authority;
• Insult the opposing party;
• Use the meeting only to delay;
• Leave immediately without hearing the issues.

The quality and purpose of participation matter.

Non-Attendance and Its Consequences

Turkish mandatory mediation legislation may attach litigation-cost consequences to unjustified failure to attend the first meeting.

The exact consequence depends on the legislation applicable to the dispute and the court’s later assessment.

The mediator records attendance accurately but does not personally impose sanctions.

Good practice requires the mediator to:

• Invite the parties properly;
• Explain the date and method of participation;
• Verify receipt where possible;
• Record attendance or non-attendance accurately;
• Avoid exaggerated threats about legal consequences.

A party claiming a valid excuse should preserve evidence such as:

• Medical documentation;
• Travel disruption;
• Emergency records;
• Evidence of incorrect notice;
• Serious technical failure in online mediation.

The final determination of whether an excuse is valid and what consequences follow belongs to the competent court.

Meaningful Participation

Meaningful participation does not require the party to reveal its entire litigation strategy.

It generally requires sufficient engagement to make the process real rather than fictitious.

Examples include:

• Identifying disputed issues;
• Explaining the essential factual position;
• Clarifying the requested result;
• Responding to settlement proposals;
• Asking relevant questions;
• Considering commercial alternatives;
• Identifying authority limitations;
• Providing necessary calculation information.

A party may lawfully state:

• “We deny liability but are willing to discuss commercial closure.”
• “We need additional documents before evaluating the offer.”
• “We can negotiate only within the policy limit.”
• “Any settlement requires board approval.”

These are not necessarily signs of bad faith.

A party should not state falsely that it has no authority where it has deliberately sent an unauthorised person to prevent negotiation.

Duties of the Claimant

A claimant participating in mediation should describe the dispute with reasonable clarity.

The claimant should identify:

• Parties;
• Relevant relationship;
• Main facts;
• Claims;
• Requested amount or performance;
• Important dates;
• Previous payments;
• Pending proceedings.

The claimant is not always required to prove the entire case during mediation.

However, a demand should normally have a rational and explainable basis.

For example, a claimant seeking compensation should be prepared to explain:

• Principal loss;
• Interest;
• Expenses;
• Prior payments;
• Calculation method;
• Supporting documents.

An intentionally inflated demand based on figures the claimant knows to be false may undermine the process.

Negotiation often begins with ambitious positions. A high opening offer is not automatically bad faith. The problem arises where the demand is supported by fabricated facts, forged documents or deliberate concealment of payments already received.

Duties of the Responding Party

The responding party should also identify its essential position.

The respondent may:

• Deny the debt;
• Dispute liability;
• Challenge the amount;
• Raise limitation;
• Rely on set-off;
• Argue defective performance;
• Offer partial payment;
• Request documents.

Good faith does not require a defendant to disclose confidential internal assessments or make admissions against interest.

However, the respondent should not knowingly rely on a false statement such as:

• “No payment was received,” where bank records show otherwise;
• “The contract was never signed,” where the original is in its possession;
• “The person attending has full authority,” where no authority exists;
• “The insurer approved the offer,” where the insurer has not been consulted.

Deliberate factual deception may create civil, procedural, professional or criminal consequences beyond the mediation process.

The Duty to Provide Accurate Information

Mediation depends on information.

The parties make settlement decisions based on:

• Debt calculations;
• Medical condition;
• Company value;
• Insurance coverage;
• Repair cost;
• Employee records;
• Contractual performance;
• Asset status.

There is no universal duty to disclose every document in mediation.

Unlike formal litigation, mediation is not an automatic discovery procedure.

Nevertheless, where a party voluntarily presents information, the information should not be intentionally false or materially misleading.

Examples of bad-faith information conduct may include:

• Altering account statements;
• Concealing that a debt was already paid;
• Providing an outdated valuation as current;
• Presenting edited correspondence without context;
• Falsifying medical records;
• Misrepresenting the status of an enforcement file;
• Denying the existence of a binding settlement.

A distinction should be made between:

• Refusing to disclose a document; and
• Lying about whether the document exists.

The first may be a negotiation decision. The second may constitute deliberate deception.

Document Disclosure in Mediation

Parties should determine which documents are genuinely necessary to evaluate settlement.

Relevant documents may include:

• Contracts;
• Invoices;
• Payment records;
• Expert reports;
• Medical records;
• Employment documents;
• Insurance policies;
• Corporate resolutions;
• Title or registry records;
• Correspondence.

The parties may agree on limited disclosure.

For example, they may provide:

• Redacted documents;
• Summaries;
• Documents accessible only to lawyers;
• Documents reviewed by an independent expert;
• Confidential data-room access.

Good-faith disclosure should be proportionate.

A company should not be required to disclose unrelated trade secrets merely because a mediation process exists.

At the same time, refusing to provide the only document capable of verifying a settlement calculation may make meaningful negotiation impossible.

Pre-Existing Evidence and Mediation Confidentiality

A common misunderstanding is that every document exchanged in mediation becomes unusable in later proceedings.

Law No. 6325 restricts the use of specified statements and documents created specifically for mediation, such as settlement offers and admissions made solely during negotiations.

Pre-existing evidence remains pre-existing evidence.

Examples include:

• Signed contract;
• Bank receipt;
• Invoice;
• Medical report;
• Photograph;
• Expert report prepared before mediation;
• Electronic message;
• Company record.

A party should not submit existing evidence to mediation believing that the other side will permanently lose the right to use it.

Likewise, a party should not use mediation as a device to create a protected version of otherwise discoverable evidence.

Confidentiality Duties of Parties

Confidentiality is not only the mediator’s responsibility.

Parties, lawyers, representatives and other participants must respect the confidential character of mediation within the statutory framework.

Confidential information may include:

• Settlement offers;
• Admissions;
• Private-session communications;
• Financial data;
• Medical records;
• Trade secrets;
• Family information;
• Company valuations;
• Insurance reserves;
• Internal legal assessments.

Law No. 6325 establishes confidentiality as a central principle of the mediation process.

Good-faith participants should not disclose confidential information to:

• Media;
• Competitors;
• Customers;
• Employees without need;
• Social-media platforms;
• Unauthorised family members;
• Persons involved in unrelated disputes.

Confidentiality may continue after mediation ends.

Using Mediation to Obtain Confidential Information

One of the clearest forms of bad-faith conduct is initiating or attending mediation solely to obtain information.

Examples may include:

• A competitor seeking pricing data;
• A former employee seeking customer lists;
• A shareholder seeking confidential information unrelated to the dispute;
• A litigant seeking admissions for a separate case;
• A buyer pretending to negotiate while evaluating the other party’s financial weakness.

The mediator should limit the process to information reasonably connected with the dispute.

The parties may use:

• Confidentiality undertakings;
• Document-access restrictions;
• Redaction;
• Expert-only review;
• Secure virtual data rooms.

Where abuse becomes apparent, the mediator may suspend or terminate the process.

Private Sessions and Good Faith

The mediator may conduct private meetings with each side.

Private sessions allow parties to discuss:

• Settlement limits;
• Internal concerns;
• Emotional interests;
• Authority constraints;
• Litigation risk;
• Possible alternatives.

The party should state clearly what information may be communicated to the other side.

Good faith requires the party not to manipulate the mediator into delivering misleading messages.

For example, a party should not tell the mediator:

• “Tell them this is our final offer,” while privately admitting that it is not, solely to create false urgency;
• “State that the board rejected the offer,” where no board review occurred;
• “Say the insurer has no authority,” where payment authority exists.

Strategic negotiation is permitted, but intentionally using the mediator to communicate factual falsehoods threatens the integrity of the process.

The Duty of Candour Toward the Mediator

The mediator is not a judge and does not determine credibility.

Nevertheless, the parties should not intentionally deceive the mediator concerning procedural matters such as:

• Identity;
• Authority;
• Attendance;
• Corporate status;
• Existence of a pending proceeding;
• Settlement approval;
• Representation;
• Capacity to sign.

The mediator relies on this information to manage the process and prepare accurate reports.

Misleading the mediator about settlement authority may result in a document being signed by a person who cannot bind the party.

Misleading the mediator about attendance or identity may affect the validity of the final report.

The Role of Lawyers

Lawyers have a critical role in ensuring good-faith participation.

A lawyer should:

• Explain the mediation process;
• Assess legal rights;
• Prepare the client;
• Clarify the settlement range;
• Review documents;
• Protect confidentiality;
• Verify authority;
• Draft clear settlement terms;
• Prevent unintended waivers.

The lawyer remains an advocate for the client. Good faith does not require neutrality.

However, advocacy should remain compatible with professional integrity.

A lawyer should not:

• Present forged evidence;
• Misstate authority;
• Threaten unlawful consequences;
• Conceal the settlement text from the client;
• Sign without authority;
• Use confidential information improperly;
• pressure a vulnerable person unlawfully.

The Turkish mediation framework recognises lawyers as important participants, and certain agreements signed by lawyers and the mediator may have enhanced enforceability consequences under Law No. 6325.

The Lawyer’s Duty to Obtain Instructions

A lawyer attending mediation should understand the client’s objectives.

Before the meeting, the lawyer should clarify:

• Claims and defences;
• Minimum and maximum settlement positions;
• Payment structure;
• Non-monetary priorities;
• Authority;
• Tax issues;
• Security;
• Confidentiality;
• Alternatives to settlement.

A lawyer should not accept a settlement contrary to the client’s instructions.

Where instructions are unclear, the lawyer should request time to consult the client.

The desire to finish the mediation quickly does not justify signing an agreement without informed authority.

Authority of Lawyers

The lawyer’s power of attorney should be reviewed carefully.

The authority required may differ depending on the intended settlement.

The agreement may involve:

• Release;
• Acceptance of debt;
• Withdrawal;
• Waiver;
• Real estate;
• Share transfer;
• Arbitration;
• Enforcement.

The mediator and opposing party should not assume that a general litigation power automatically covers every substantive transaction.

Good faith requires the lawyer to disclose material limitations on authority.

A lawyer should not say “I can settle” and later claim no authority merely because the outcome became commercially inconvenient.

Company Representatives

Commercial mediation frequently involves companies.

The representative may be:

• Manager;
• Board member;
• In-house lawyer;
• Finance director;
• Claims officer;
• Human resources manager;
• Authorised employee.

The representative should have sufficient knowledge and authority to participate meaningfully.

A company may require:

• Board approval;
• Two signatures;
• Insurer consent;
• Parent-company approval;
• Credit committee decision.

These restrictions should be disclosed before the final stage of negotiation.

A company acts in bad faith where it intentionally sends a person with no knowledge or authority while representing that meaningful negotiation is possible.

Corporate Approval Requirements

Not every settlement can be approved immediately.

A high-value settlement may require a board resolution or internal committee approval.

Good practice is to state:

• The approval required;
• Decision-making body;
• Expected timetable;
• Maximum authority of the attending representative;
• Whether the offer is conditional.

A conditional offer may state:

This proposal is subject to approval by the company’s board of directors within five business days.

The settlement should not be presented as final before the stated approval occurs.

The other party may request security or a deadline for approval.

Insurers and Claims Representatives

Insurance disputes often involve settlement authority controlled by an insurer.

The representative should clarify:

• Policy limit;
• Deductible;
• Coverage dispute;
• Settlement authority;
• Need for head-office approval;
• Contribution by the insured.

An insurer may deny liability and still negotiate commercially.

Bad faith may arise where an insurer:

• Participates without reviewing the claim file;
• Repeatedly requests the same documents;
• Misstates the policy limit;
• Offers payment it knows cannot be approved;
• Uses mediation solely to delay limitation.

The insured should not promise payment on behalf of the insurer without authority.

Public Bodies and Institutional Parties

Public bodies and regulated institutions may face legal limits concerning settlement authority.

Representatives may require:

• Administrative approval;
• Committee decision;
• Budget authority;
• Supervisory consent;
• Statutory conditions.

Good faith requires these limitations to be identified early.

The process should not continue for months based on proposals that the attending representative has no legal power to approve.

At the same time, a public or institutional party should not use internal bureaucracy as an indefinite excuse for avoiding a decision.

Foreign Parties and Representatives

Foreign parties may participate personally, through lawyers or through corporate representatives.

Good-faith participation requires attention to:

• Language;
• Interpreter;
• Authority documents;
• Apostille;
• Translation;
• Time zones;
• Corporate approval;
• Controlling settlement language.

A foreign representative should not sign a Turkish document without understanding its legal effect.

The mediator should allow sufficient time for:

• Translation;
• Legal review;
• Board approval;
• Verification of foreign documents.

A bilingual settlement should identify which version prevails in the event of inconsistency.

The Duty to Use an Interpreter Honestly

An interpreter must translate accurately and neutrally.

Bad-faith conduct may occur where a party uses a family member or employee to:

• Alter statements;
• Conceal offers;
• Add pressure;
• Misrepresent legal consequences;
• Prevent the other party from understanding.

The interpreter should understand the confidentiality obligation.

In high-value or sensitive disputes, an independent professional interpreter is generally safer than a person connected to one party.

Online Mediation and Good Faith

Online mediation creates additional risks.

A participant should not:

• Record the meeting secretly;
• Allow unauthorised persons to listen;
• Receive undisclosed coaching;
• Use another person’s identity;
• Sign electronically without authority;
• Display false documents on screen.

Participants should confirm that:

• They can speak freely;
• No recording is taking place;
• They have access to the full agreement;
• Their identity is verified;
• Their electronic signature is valid;
• Confidential documents are shared securely.

Good faith requires the same level of honesty online as in a physical meeting.

Prohibition on Secret Recording

Secret audio or video recording may violate confidentiality, personal data rules and the legitimate expectations of participants.

The mediator should explain the no-recording rule at the beginning.

A party should not record:

• Joint sessions;
• Private sessions;
• Screen shares;
• Telephone calls connected with mediation

without a valid legal basis and informed permission.

A secret recording may also undermine trust and end the mediation immediately.

Negotiation Tactics and Bad Faith

Hard bargaining is not automatically bad faith.

Permissible negotiation tactics may include:

• Strong opening offer;
• Refusal to disclose settlement limit;
• Emphasis on litigation risk;
• Conditional proposal;
• Package settlement;
• Time-limited offer;
• Request for security;
• Refusal of instalments.

Bad-faith conduct may include:

• False factual threats;
• Forged documents;
• Intentional misstatement of authority;
• Threatening criminal complaints solely to obtain an unrelated financial benefit;
• Concealing that the claimed asset no longer exists;
• Pretending to accept a proposal while planning not to perform;
• Using discriminatory or abusive pressure.

The distinction depends on honesty, legality and the purpose of the conduct.

Threats During Mediation

Not every statement about legal consequences is an unlawful threat.

A lawyer may state:

• “We will file the lawsuit if no agreement is reached.”
• “We may seek interim attachment.”
• “We will pursue the contractual penalty.”
• “We reserve the right to file a criminal complaint where the evidence supports it.”

These may be legitimate statements of legal intention.

Improper pressure may include:

• Threatening harm to family members;
• Threatening public humiliation;
• Threatening false criminal accusations;
• Demanding unrelated benefits;
• Threatening to disclose confidential medical information;
• Threatening regulatory action for an illegitimate purpose.

The mediator should not transmit an unlawful threat.

Harassment, Discrimination and Insults

Mediation should be conducted respectfully.

Participants should not use:

• Racist statements;
• Sexist insults;
• Threats;
• Repeated humiliation;
• Mockery of disability;
• Aggressive intimidation;
• Personal attacks unrelated to the dispute.

The mediator may:

• Warn the participant;
• Separate the parties;
• Continue through private sessions;
• Suspend the meeting;
• Terminate the process.

Good faith requires disagreement to remain within lawful and professional boundaries.

Abuse of Economic Power

The parties may have unequal bargaining strength.

A large employer, bank, insurer or corporation may have greater financial resources than an employee or consumer.

Inequality alone does not invalidate mediation.

However, a powerful party should not exploit the process through:

• Artificial deadlines;
• Concealing the agreement until the final minute;
• Refusing legal consultation;
• Threatening unrelated consequences;
• Making payment conditional on unlawful waivers;
• Exploiting language or capacity problems.

The mediator should protect procedural equality without becoming the representative of the weaker party.

The Duty to Allow Legal Advice

A party should be allowed to consult a lawyer before signing.

Good faith is inconsistent with statements such as:

• “You must sign now.”
• “You cannot show this to your lawyer.”
• “The offer expires in five minutes without any commercial reason.”
• “A lawyer is not permitted in mediation.”

Time-limited offers may be legitimate where commercial conditions require urgency. The deadline should still allow meaningful understanding and informed consent.

Capacity and Understanding

A party may lack the ability to understand the settlement because of:

• Cognitive impairment;
• Illness;
• Medication;
• Severe distress;
• Language barrier;
• Illiteracy;
• Age-related vulnerability.

Participants should not exploit these conditions.

The mediator should consider:

• Postponement;
• Legal representative;
• Interpreter;
• Medical clarification;
• Reading the agreement aloud;
• Independent legal advice;
• Ending the process.

A settlement based on exploitation or lack of informed consent may later be challenged.

Good Faith in Employment Mediation

Employment mediation may involve significant inequality.

The employer may control:

• Payroll records;
• Working-time data;
• Termination documents;
• Workplace witnesses;
• Payment capacity.

The employee may depend on urgent payment.

Good-faith participation may require the employer to provide a reasonably understandable calculation of:

• Severance;
• Notice pay;
• Overtime;
• Annual leave;
• Prior payments;
• Deductions.

The employee should also disclose relevant payments and avoid claiming periods they know were not worked.

A settlement should identify each claim clearly. A broad statement that the employee “has no rights whatsoever” may create validity and interpretation disputes, particularly where the settlement scope was not understood.

Good Faith in Commercial Mediation

Commercial parties are generally expected to prepare before the meeting.

They should consider:

• Contract;
• Account reconciliation;
• Interest;
• Security;
• Performance status;
• Litigation risk;
• Commercial relationship;
• Settlement authority.

The Ministry of Justice’s commercial mediation materials emphasise principles such as party control, confidentiality and direct participation in the process.

A merchant should not treat mediation as an administrative formality handled by an employee who has never reviewed the contract.

Good Faith in Consumer Mediation

Consumer disputes may involve:

• Defective goods;
• Refunds;
• Banking services;
• Insurance;
• Private healthcare;
• Housing;
• Digital services.

A business should avoid using complex legal terminology to mislead the consumer.

The consumer should receive:

• Clear explanation of payment;
• Return obligations;
• Release scope;
• Future warranty;
• Instalment cancellation;
• Default consequences.

The consumer should also act honestly and should not conceal:

• Damage caused after delivery;
• Prior refund;
• Use of the service;
• Payment received from another source.

Good Faith in Family and Inheritance Mediation

Family and inheritance disputes often contain strong emotions.

Participants may raise:

• Historical grievances;
• Alleged favouritism;
• Care responsibilities;
• Informal promises;
• Previous gifts;
• Property transfers.

Good faith requires the parties to distinguish emotional concerns from deliberate factual manipulation.

An heir should not conceal estate assets.

A family member should not misrepresent the contents of a will or certificate of inheritance.

All materially affected heirs should participate where their rights will be altered.

Good Faith in Settlement Proposals

A settlement proposal should be communicated accurately.

The proposal may be:

• Open;
• Conditional;
• Time-limited;
• Subject to approval;
• Partial;
• Without admission.

The party should state these conditions clearly.

A proposal should not be described as unconditional where it depends on:

• Board approval;
• Insurer approval;
• Financing;
• Sale of an asset;
• Tax clearance;
• Third-party consent.

The other party should know what must happen before the proposal becomes binding.

Withdrawing an Offer

An offer may ordinarily be withdrawn before acceptance unless it has become binding under the applicable rules or the party agreed to keep it open.

Good faith requires clear communication of withdrawal.

A party should not allow the other side to sign and perform while secretly treating the offer as cancelled.

The mediator should confirm:

• Whether the offer remains open;
• Acceptance deadline;
• Approval conditions;
• Whether acceptance must be written.

Good Faith When Drafting the Settlement

The parties and lawyers must ensure that the written agreement reflects the actual settlement.

The agreement should identify:

• Parties;
• Dispute;
• Claims settled;
• Payment;
• Performance;
• Dates;
• Conditions;
• Default;
• Costs;
• Release;
• Rights reserved.

The Ministry of Justice’s training materials provide sample mediation settlement documents and emphasise that the subject of the dispute and agreement conditions should be stated clearly.

Bad faith may arise where a party attempts to insert:

• A broader release than negotiated;
• A hidden waiver;
• An unrelated debt acknowledgment;
• A different amount;
• New confidentiality restrictions;
• A condition never discussed.

Every final change should be shown to all signatories.

The Duty to Read Before Signing

Each party should read the entire agreement.

The parties should not rely solely on:

• Oral summaries;
• Selected pages;
• Statements by the opposing lawyer;
• Assurances that the document is “standard.”

Good practice includes:

• Numbering pages;
• Initialling changes;
• Verifying amounts;
• Confirming bank details;
• Checking dates;
• Reviewing releases;
• Checking attached schedules.

A party that cannot read the document should receive appropriate assistance.

Settlement Authority and Signature

The parties should verify that each signatory has authority.

Relevant documents may include:

• Power of attorney;
• Signature circular;
• Board resolution;
• Trade registry record;
• Guardianship decision;
• Corporate authorisation;
• Inheritance representation document.

Good faith requires disclosure of any authority limitation before signature.

A person should not sign on behalf of:

• A company they cannot represent;
• An heir who did not authorise them;
• An insurer that did not approve;
• A spouse or family member without authority.

Conditional Settlement Agreements

Future performance may be uncertain.

A settlement may therefore be conditional on:

• Payment;
• Board approval;
• Share transfer;
• Mortgage release;
• Delivery;
• Insurer approval;
• Registry process.

The conditions should be objective.

For example:

The release shall become effective after the full settlement amount is credited to the claimant’s bank account.

This is clearer than:

The parties will release each other when appropriate.

Good faith requires the parties not to obstruct satisfaction of a condition they promised to help complete.

Performance After Settlement

Good faith continues after signing.

The parties should perform:

• Payment;
• Delivery;
• Withdrawal of proceedings;
• Removal of attachments;
• Return of documents;
• Transfer of shares;
• Confidentiality;
• Non-disparagement;
• Registry applications.

A party acts inconsistently where it signs solely to gain time and never intends to perform.

Such conduct may create:

• Enforcement;
• Contractual liability;
• Interest;
• Costs;
• Fraud allegations in serious cases.

Conditional Releases

Where payment will occur later, the creditor should consider a conditional release.

An immediate unconditional release may leave the creditor exposed if the debtor fails to pay.

A fair structure may provide:

• Claims released after full payment;
• Enforcement suspended during timely instalments;
• Security retained until completion;
• Proceedings withdrawn after performance;
• Partial release after defined milestones.

Good faith requires both sides to respect the agreed sequence.

Partial Settlement

The parties may resolve only part of the dispute.

A partial settlement should specify:

• Agreed claims;
• Unresolved claims;
• Amounts paid;
• Rights reserved;
• Pending proceedings;
• Effect on limitation and evidence.

Bad faith may arise where one party later argues that all claims were released despite clear discussion of a partial settlement.

The document should avoid contradictions between:

• “Partial agreement”; and
• A broad clause releasing every present and future claim.

Confidentiality After Settlement

The agreement may contain additional confidentiality obligations.

The parties should comply with provisions concerning:

• Settlement amount;
• Commercial information;
• Medical data;
• Public statements;
• Social media;
• Expert reports.

The clause should permit disclosure necessary for:

• Enforcement;
• Tax;
• Audit;
• Legal advice;
• Insurance;
• Regulatory duties;
• Future medical care.

A party should not use confidentiality to conceal unlawful conduct from public authorities.

Good Faith and Public Statements

The parties may negotiate a non-disparagement or public-statement clause.

Good faith requires compliance with the agreed wording.

However, a clause should not prevent:

• Truthful testimony;
• Regulatory reporting;
• Criminal complaints made honestly;
• Medical disclosure;
• Legal consultation;
• Enforcement.

A business should not demand removal of every negative review as the price of paying an undisputed refund unless the arrangement is lawful, voluntary and clearly negotiated.

Good Faith and Limitation Periods

Mediation affects certain time periods under Law No. 6325, but participants should not assume that every negotiation protects every deadline.

Good faith requires parties not to mislead one another by falsely stating:

• “The limitation period has stopped indefinitely.”
• “You cannot file while we are negotiating.”
• “There is no need to protect the arbitration deadline.”
• “The enforcement objection period will wait.”

Each party remains responsible for obtaining legal advice and protecting:

• Limitation;
• Forfeiture periods;
• Appeal deadlines;
• Arbitration deadlines;
• Enforcement objections;
• Administrative applications.

A party may agree to a lawful standstill, but the scope and validity should be reviewed carefully.

Using Mediation Solely to Delay

A party may use mediation as a delay tactic by:

• Repeatedly postponing;
• Sending unauthorised representatives;
• Requesting documents already supplied;
• Making offers it has no authority to make;
• Disappearing before signature;
• Pretending that approval is pending indefinitely.

Delay may cause:

• Continued interest;
• Asset dissipation;
• Evidence loss;
• Storage costs;
• Expiry of rights;
• Commercial harm.

The mediator may set a reasonable timetable and end the process where no meaningful progress is possible.

The other party may seek lawful interim measures while mediation continues.

Interim Measures and Good Faith

A party may need urgent protection during mediation.

Possible measures include:

• Preliminary injunction;
• Interim attachment;
• Evidence preservation;
• Protection of trade secrets;
• Suspension of asset transfer;
• Preservation of goods;
• Emergency arbitration.

Seeking lawful interim protection is not automatically bad faith.

A mediation clause should ideally state that urgent applications do not waive the mediation obligation.

Bad faith may arise where a party falsely promises not to transfer assets and then disposes of them secretly during negotiations.

Mediation as an Evidence-Gathering Tool

Mediation should not be used as a disguised deposition or discovery process.

A party should not invite the other side into mediation only to:

• Obtain admissions;
• Identify witnesses;
• Discover settlement limits;
• Access trade secrets;
• Record statements;
• Prepare a criminal complaint unrelated to settlement.

The evidentiary protections of Law No. 6325 are intended to encourage honest negotiation.

Pre-existing evidence remains usable, but protected mediation communications should not be misused.

Fraud and False Documents

Mediation does not protect fraud.

If a party presents:

• Forged contract;
• Altered bank receipt;
• False medical report;
• Fabricated invoice;
• Fake authority document;
• Falsified company resolution,

the conduct may create civil and criminal liability.

The mediator does not conduct a full judicial authenticity examination.

Where a serious authenticity dispute exists, the parties may:

• Obtain expert review;
• Preserve the original;
• Suspend mediation;
• Pursue appropriate legal remedies.

A settlement based on fraud may later be challenged.

The Mediator’s Role in Promoting Good Faith

The mediator is responsible for the integrity of the process but does not guarantee that every party is honest.

The mediator may:

• Explain procedural principles;
• Clarify confidentiality;
• Verify identity and authority;
• Set communication rules;
• Ask reality-testing questions;
• Prevent insults;
• Protect private-session confidentiality;
• Suspend the process;
• End the process where necessary.

The mediator should remain impartial.

The mediator must not label one party “bad faith” merely because that party refuses the proposed amount.

The Turkish Mediators’ Code of Ethics requires mediators to protect self-determination, impartiality, process quality and confidentiality.

When Should the Mediator Terminate the Process?

The mediator may need to end the mediation where:

• Participation is not voluntary;
• Violence or serious intimidation exists;
• A party cannot understand the process;
• Authority is absent;
• The dispute is not legally suitable for mediation;
• The process is being used unlawfully;
• Confidentiality is repeatedly breached;
• Fraud or document falsification prevents meaningful negotiation;
• No further progress is reasonably possible.

Termination should be recorded accurately.

The mediator should not make unnecessary findings of fault in the final report unless legally required.

Domestic Violence and Coercion

Law No. 6325 excludes disputes containing allegations of domestic violence from its ordinary mediation scope.

Good-faith participation cannot exist where one party is negotiating under violence or serious coercion.

The mediator should not treat the following as ordinary bargaining:

• Threats to physical safety;
• Control of documents or money;
• Isolation;
• Coercive family pressure;
• Fear of retaliation.

Where such concerns arise, safety and legal protection take priority over settlement.

Consequences of Bad-Faith Conduct

Turkish mediation law does not establish one universal sanction labelled “bad-faith mediation.”

Consequences depend on the conduct.

Possible consequences include:

• Termination of mediation;
• Non-agreement report;
• Litigation-cost consequences for non-attendance;
• Contractual liability;
• Enforcement of a mediation clause;
• Invalidity challenge to the settlement;
• Damages;
• Professional disciplinary action against lawyers or mediators;
• Personal data liability;
• Criminal investigation for fraud, forgery, threats or unlawful recording;
• Adverse evidentiary or credibility assessment where legally permissible.

A party should not assume that confidentiality protects independent unlawful conduct.

Can Bad Faith Invalidate a Settlement?

Bad faith alone does not automatically invalidate every settlement.

The validity analysis may involve:

• Fraud;
• Duress;
• Mistake;
• Lack of authority;
• Incapacity;
• Illegality;
• Violation of mandatory form;
• Misrepresentation.

A party alleging invalidity should identify:

• Specific conduct;
• Causal effect;
• Relevant document;
• Legal ground;
• Damage or prejudice.

A mere change of mind after signing is not sufficient.

Challenging a Settlement Based on Fraud

Where a settlement was induced by fraudulent information, the affected party may consider legal remedies under the applicable private-law rules.

Examples may include settlement based on:

• False statement that insurance coverage does not exist;
• Concealed prior payment;
• Fabricated debt calculation;
• False claim that the asset was destroyed;
• Forged authority document.

The party should preserve:

• Settlement;
• Mediation documents that may lawfully be used;
• Pre-existing evidence;
• Independent communications;
• Bank records;
• Expert reports.

Confidentiality and evidentiary restrictions should be analysed before relying on statements made in mediation.

Good Faith and Enforcement

A valid mediation settlement may become enforceable under Law No. 6325.

Matters clearly settled generally cannot be litigated again, and agreements meeting statutory requirements may have the effect of enforceable judgment-equivalent documents.

Good faith requires the debtor to perform without forcing unnecessary enforcement.

Where enforcement becomes necessary, the creditor may seek:

• Principal;
• Interest;
• Costs;
• Security enforcement;
• Other remedies stated in the agreement.

The agreement should be drafted precisely to reduce later disputes.

Practical Duties Before Mediation

Parties and representatives should prepare by:

• Reviewing the facts;
• Calculating the claim;
• Identifying documents;
• Checking authority;
• Identifying approval requirements;
• Evaluating litigation risk;
• Defining settlement priorities;
• Considering confidentiality;
• Protecting deadlines.

A company should identify who must attend.

An individual should consider whether legal representation or an interpreter is needed.

Practical Duties During Mediation

Participants should:

• Attend on time;
• Communicate respectfully;
• State authority limits;
• Avoid deliberate factual falsehoods;
• Listen to proposals;
• Protect confidential information;
• Avoid secret recording;
• Request clarification;
• Review documents carefully;
• Avoid unlawful pressure.

They may still negotiate firmly and protect all legal rights.

Practical Duties Before Signing

Before signing, the parties should verify:

• Correct names;
• Identity;
• Authority;
• Amount;
• Currency;
• Payment date;
• Bank details;
• Instalments;
• Interest;
• Security;
• Release;
• Rights reserved;
• Pending proceedings;
• Confidentiality;
• Default;
• Enforceability.

No party should sign a settlement it has not read or understood.

Practical Duties After Signing

After signing, the parties should:

• Perform on time;
• Issue required invoices or tax documents;
• Withdraw proceedings as agreed;
• Release security when conditions are met;
• Complete registry procedures;
• Preserve confidentiality;
• Notify the other side of performance;
• Avoid conduct inconsistent with the agreement.

Where performance becomes impossible, the affected party should notify the other side promptly instead of remaining silent.

Common Examples of Bad-Faith Participation

Attendance Without Authority

A company sends a junior employee who cannot negotiate.

False Settlement Authority

A representative claims to have approval but does not.

Concealment of Payment

A claimant seeks the full amount despite prior payment.

Fabricated Financial Calculation

Interest or principal is knowingly overstated.

Repeated Postponement

The party delays until assets are transferred.

Secret Recording

A participant records private sessions without consent.

Confidentiality Breach

Settlement offers are sent to competitors or media.

Hidden Settlement Clause

One side inserts a broad waiver never discussed.

Unlawful Threat

A party threatens false criminal accusations.

No Intention to Perform

A debtor signs only to delay enforcement.

Good-Faith Participation Checklist

Before and during mediation, parties and representatives should ask:

• Have all relevant parties been identified?
• Does the representative have authority?
• Is the claim calculation accurate?
• Have previous payments been included?
• Are essential documents available?
• Are confidentiality obligations understood?
• Is an interpreter required?
• Are corporate approvals needed?
• Are deadlines protected?
• Is the proposed settlement realistically performable?
• Are all release clauses understood?
• Is the agreement full or partial?
• Are third-party rights affected?
• Can each obligation be enforced clearly?

The Role of a Turkish Mediation Lawyer

A Turkish mediation lawyer may assist by:

• Preparing the mediation application;
• Identifying claims and defences;
• Calculating amounts;
• Preserving evidence;
• Verifying authority;
• Identifying deadlines;
• Negotiating lawfully and effectively;
• Protecting confidentiality;
• Drafting conditional offers;
• Reviewing releases;
• Structuring instalments and security;
• Preparing an enforceable settlement;
• Challenging a settlement affected by fraud or coercion where legally justified.

A lawyer should protect the client strongly while maintaining professional honesty and procedural integrity.

Frequently Asked Questions

Must parties negotiate in good faith in Turkish mediation?

Parties are expected to use the process honestly and consistently with its settlement purpose, although they cannot be forced to make a concession or conclude an agreement.

Does good faith mean accepting a reasonable offer?

No. A party may reject any offer. The focus is on honest participation, not compulsory compromise.

Can a party refuse to disclose documents?

There is no automatic general discovery obligation in mediation. However, deliberate deception concerning important documents may undermine the process.

Can a party exaggerate its claim?

Parties may adopt strong negotiation positions, but they should not rely on knowingly false facts or fabricated calculations.

Must a company representative have settlement authority?

The representative should have sufficient authority for meaningful negotiation or disclose clearly which additional approval is required.

Can a lawyer sign without the client?

Only where legally sufficient authority exists. The scope of the power of attorney must be checked.

Can mediation be recorded?

Secret recording is inconsistent with confidentiality and may create additional legal consequences.

Can settlement proposals be used in court?

Law No. 6325 restricts the use of specified mediation proposals and statements in later proceedings. Pre-existing evidence remains separately usable.

Can a party seek an injunction during mediation?

Yes. Seeking lawful interim protection is not automatically bad faith.

Does mandatory mediation require settlement?

No. It requires completion of the applicable procedure, not agreement.

Can a settlement signed in bad faith be cancelled?

Potentially, where conduct amounts to fraud, duress, mistake, lack of authority, illegality or another recognised invalidity ground.

Can a party be punished for bad-faith mediation?

There is no single universal penalty. Consequences depend on the conduct and may include costs, damages, disciplinary measures, invalidity proceedings or criminal investigation.

Must confidentiality continue after mediation?

Yes. Statutory and contractual confidentiality obligations may continue after completion.

Can the debtor sign and later refuse to pay?

The creditor may enforce a valid and enforceable mediation settlement and claim applicable interest and costs.

Conclusion

Good faith in Turkish mediation protects the integrity of a process that depends on voluntary and informed decision-making.

The parties are not required to:

• Admit liability;
• Disclose every document;
• Make concessions;
• Accept an offer;
• Reach settlement.

They are expected to avoid:

• Fraud;
• Deliberate factual deception;
• False authority;
• Unlawful threats;
• Secret recording;
• Confidentiality breaches;
• Intentional delay;
• Misleading settlement language;
• Signing without an intention to perform.

Law No. 6325 establishes the legal framework for mediation, including equality, confidentiality, evidentiary protection and the effect of settlement agreements.

The mediator does not decide which party is right. The parties remain responsible for evaluating their legal and commercial interests and producing their own solution.

Good-faith participation begins before the meeting.

A claimant should prepare a rational and accurate demand. A respondent should review the allegations and appoint a representative with meaningful knowledge and authority. Lawyers should clarify instructions, calculate risks and protect the client against unintended waivers.

During mediation, participants should communicate respectfully, disclose authority limitations and protect confidential information.

Hard bargaining is permitted. Deliberate deception is not.

A party may say that it will pursue litigation, seek interim measures or rely on a legal defence. It should not use false criminal accusations, personal threats or disclosure of private information as illegitimate pressure.

Company representatives should identify any requirement for board, insurer or committee approval. Conditional offers must be described as conditional. Foreign parties should receive adequate translation and time for legal review.

The settlement document must reflect the actual agreement.

It should identify:

• Parties;
• Claims;
• Payment;
• Performance;
• Timing;
• Security;
• Releases;
• Reserved rights;
• Pending proceedings;
• Default;
• Confidentiality;
• Enforcement.

No party should insert a broader release or new obligation that was not negotiated.

Good faith continues after signature. Payment, delivery, withdrawal of proceedings, release of security and registry obligations should be completed according to the agreed sequence.

Bad-faith conduct may lead to different consequences depending on its nature. These may include termination of the process, litigation-cost consequences, contractual liability, damages, invalidity proceedings, professional discipline and criminal investigation.

A properly conducted mediation does not guarantee settlement. It ensures that the decision to settle or not settle is reached through a lawful, informed and trustworthy process.

An experienced Turkish mediation lawyer can help a party negotiate firmly without undermining procedural integrity and can convert the commercial outcome into a precise, conditional and enforceable settlement.

Disclaimer: This article is provided for general informational purposes only and does not constitute legal, financial, tax or professional advice. Turkish mediation, procedural and professional rules may change. Each dispute should be assessed according to its parties, claims, authority documents, evidence, settlement terms and legislation in force on the relevant date.