If you strip law down to its bones, contract formation in Turkish law is about one simple, uncomfortable question:
“At what point does what you said become something you cannot walk away from?”
Turkish law answers that question using a fairly classical civil-law structure: offer, acceptance, meeting of minds, capacity, form, and absence of defects of consent. Around that skeleton you have layers—pre-contractual duties, general terms and conditions, electronic communication, corporate representation.
Let’s walk through that structure carefully and see how a “mere conversation” turns into a legally binding reality.
1. The core idea: “irade beyanı” – declaration of will
Under the Turkish Code of Obligations (Türk Borçlar Kanunu – TBK), a contract is essentially the mutual and concordant expression of will of two or more parties.
One could say the law starts from a very human assumption: you become bound when your will and your words (or behaviour) line up, and the other side reasonably relies on that.
Three basic points follow from this:
- A contract is born when offer and acceptance match.
- That matching must be based on capacity and authority.
- The wills involved must not be badly distorted by error, fraud or duress.
Everything else is detail—important detail, but detail.
2. Offer and acceptance: when “yes” actually means “yes”
2.1. What counts as an “offer” (icap)?
In Turkish law, an offer is not any vague statement like “we should work together sometime”. It is a declaration that:
- is sufficiently definite (subject matter, price or method of determining price, key terms), and
- shows a serious intention to be bound if the other side simply says “yes”.
A classic example:
“I will sell you my apartment in Kadıköy, block X, flat Y, for 10 million TL. If you accept by Friday, I’ll proceed with the sale.”
That is an offer. It is concrete and it invites a simple acceptance.
On the other hand:
“We might consider some cooperation in real estate if market conditions improve.”
This is not an offer; it’s air.
Turkish law also distinguishes between:
- Offer to a specific person → if accepted in time, it creates a contract.
- Invitation to treat (teklif daveti) → advertisements, price lists, catalogues. These usually invite offers from customers, they are not offers themselves unless clearly worded otherwise.
The practical lesson: if you don’t want to be bound too early, avoid language that looks like a complete, unconditional commitment.
2.2. Acceptance (kabul): the mirror of the offer
Acceptance must correspond to the offer. If the offeree says:
- “Yes, but at 9 million TL, in instalments, and with furniture included,”
this is not an acceptance; it is a counter-offer. The roles flip: the former offeree is now the offeror, and the game restarts.
Acceptance may be:
- Express – “I accept”, signing a contract, sending a clear email.
- Implied by conduct – delivering goods, paying the price, starting performance under circumstances where a reasonable person would read that as acceptance.
A recurring trap is silence. Under Turkish law, silence is not acceptance in principle. You cannot say: “If I don’t object by Friday, consider me bound,” and automatically trap the other party.
There are exceptions in commercial practice (ongoing relationships, established trade usages), but they are carefully interpreted. If you want a binding acceptance, you usually want something more than silence.
3. Capacity and authority: can the person who “agrees” actually bind anyone?
Even a perfect offer and acceptance are useless if the person who “agreed” did not have capacity or authority.
3.1. Capacity (fiil ehliyeti)
Natural persons need:
- a certain level of age and mental competence, and
- not to be heavily restricted by a guardianship or similar measure,
to fully bind themselves by contract. Minors and persons under guardianship have limited capacity; contracts they sign can be void or voidable depending on the context.
In practice, this most often matters in consumer and family situations. In commercial practice, it appears more rarely, but when it does, it can blow up transactions.
3.2. Authority (temsil yetkisi)
For companies and other legal entities, the key is representation:
- Who can sign?
- Within what limits?
- According to which internal rules (articles of association, signature circular, board resolutions)?
If a person acts without authority or beyond their powers, Turkish law treats that as unauthorised representation. The contract is not automatically effective against the represented entity unless it ratifies the act.
From a risk perspective, this means:
- Always check trade registry records and signature circulars;
- For high-stakes deals, consider board resolutions or internal approvals;
- In multi-signatory structures, ensure the contract is signed in line with the specified joint signature rules.
A beautifully drafted contract signed by the wrong person is, legally speaking, a beautifully drafted piece of paper.
4. Form: freedom as the rule, formalities as the exception
One core feature of contract formation in Turkish law is freedom of form:
As a rule, contracts are valid regardless of whether they are oral, written, electronic, or concluded through conduct—unless the law expressly requires a particular form.
Typical form requirements include:
- Real estate sale contracts → must be executed before the land registry in official form.
- Suretyship (kefalet) → strict written form with handwritten mentions of amount and date for natural person sureties.
- Some family, inheritance and property rights contracts → notarisation or official form.
Failing to respect a mandatory form normally leads to nullity (absolute invalidity). No amount of “but we really meant it” cures that.
Electronic signatures are a special case. A qualified electronic signature under Turkish e-signature laws is generally treated as equivalent to a handwritten signature, so contracts concluded with such signatures may satisfy “written form” in many situations. For ordinary scanned signatures or “click-to-accept” mechanisms, the analysis is more nuanced: they usually prove consent, but do not always count as “written form” where the statute demands it.
5. Pre-contractual stage: negotiations and “culpa in contrahendo”
Turkish law recognises that the duty to act in good faith does not start only after a contract is concluded. During negotiations, parties can incur pre-contractual liability (culpa in contrahendo) if they:
- engage in negotiations with no real intention to conclude a contract,
- suddenly break off advanced negotiations in a manner that shocks good faith,
- provide misleading or incomplete information about key aspects of the deal,
- or misuse confidential information obtained during talks.
If such behaviour causes loss to the other party (for example, they incur costs or miss other opportunities in reliance on the serious prospect of a contract), Turkish courts may grant reliance damages, even though no final contract was formed.
The idea is simple:
The law cannot force you to sign, but it can demand that you don’t play games with the other side’s legitimate expectations.
6. General terms and conditions: the small print that isn’t so small
Modern contracting, especially in B2B and B2C contexts, is full of standard form clauses (genel işlem şartları):
- online terms of service,
- standard sales conditions,
- boilerplate in the back pages of a contract.
Turkish law subjects these to specific scrutiny, especially where one party fixes the terms unilaterally and the other simply adheres.
Typical control questions are:
- Were the general terms properly referred to and made accessible at the time of contract formation?
- Are certain clauses unexpected or surprising (for example, severe limitations of liability, unusual dispute resolution forums, automatic renewals)?
- Does any clause conflict with good faith, mandatory rules or consumer protection standards?
A clause that is not sufficiently drawn to the attention of the adhering party, or that crosses certain fairness lines, may be deemed invalid or inapplicable, even though the rest of the contract stands.
So the contract is not merely “what is printed”; it is what the law is willing to recognise as legitimately agreed.
7. Defects of consent: error, fraud, duress
Even when offer, acceptance, capacity, authority and form all seem in order, the law still asks:
“Was the will behind this declaration free and informed, or was it badly twisted?”
Turkish law recognises several defects of consent that make a contract voidable:
7.1. Error (hata)
If a party enters into a contract under a fundamental mistake—about the very identity of the thing, the person, or terms that are essential to the deal—they may have the right to avoid the contract.
Not every misunderstanding qualifies. The law is more sympathetic to serious, excusable errors than to carelessness.
7.2. Fraud (hile)
If one party is induced to contract by intentional misrepresentation or concealment of facts that the other side had a duty to disclose, this is fraud. The deceived party may avoid the contract and, in many cases, claim damages.
7.3. Duress (ikrah)
If the will is produced under unlawful, serious pressure—threats to life, body, freedom, honour, or significant economic interests—the contract is voidable due to duress.
In all these cases, the affected party must generally act within specific time limits once the defect is discovered or the pressure is removed. If they behave as if the contract is valid for too long, they are treated as having ratified it.
8. Practical implications for drafting and negotiation
What does all this mean for someone actually doing business in or with Turkey?
- Be precise in offers.
If you don’t want to be bound, don’t use language that sounds final. Use “subject to contract”, “non-binding term sheet”, etc., and behave consistently with that label. - Secure clear acceptance.
Prefer written or at least documented acceptance, especially in cross-border deals. Avoid relying on silence unless you are in a context where commercial practice strongly supports it. - Verify capacity and authority.
For companies, check trade registry records, signatory lists, and internal approval mechanisms. For individuals, be alert when dealing with minors or persons represented by guardians. - Respect mandatory form.
For real estate, sureties, certain property and family law contracts, make sure you follow the required formalities. No clever argument can resurrect a contract killed by lack of form. - Document negotiations ethically.
Do not over-promise or hide critical facts. If you break off negotiations, do so in a way that you can later justify as consistent with good faith. - Handle standard terms carefully.
Make sure the other party actually knows about and has access to your general terms. Highlight particularly heavy clauses. In consumer contracts, conform to protective legislation. - Watch for red flags in consent.
If the other side is clearly confused, misinformed or under strong pressure, do not build your contract on that. Courts are willing to unwind deals that look technically clean but humanly rotten.
Contract formation in Turkish law is therefore not a mysterious ritual. It is a structured way of answering: When did our words and behaviour cross the line from “discussion” into “binding commitment”, and was that commitment formed freely, knowingly, and with the right people at the table?
If you keep that question in mind at each stage—negotiation, drafting, signing—you move from reacting to legal problems to designing contracts that the law will not only recognise, but respect.
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