Agency without authority is regulated under section 10 of the Turkish Code of Obligations No. 6098 ("TCO") between Articles 526-531, entitled "the rights and obligations of the agent" and"the rights and obligations of the principal".
The aspects of agency without authority are as follows:
1) The Conduct of business: Agency without authority is defined
as the conducting of a business. It is not mandatory that the
conduct of the business be a legal transaction.
2)The Business of another person: The agent is legally
conducting the business of another person (the principal).
3)Lack of authority: The agent does not have the authority to
enter into commitments.
4)The will to conduct business: It is not obligatory that the
agent bears the will to conduct business in the principal's
interest or that the agent's activities are carried out with
the knowledge of the person owning the business. It is sufficient
that the agent has in general the will to conduct business; in
other words the agent's will is aimed at the conduct of
The Rights and Obligations of the Agent
Conduct of business
According to Article 526 of the TCO, the person who conducts the
business of another without authorization is obliged to do so in
accordance with the other's best interests and presumed
intentions in mind.
The liability of the agent who conducts business without authority
The liability of the agent who conducts business without
authority is regulated under Article 527 of the TCO. Under this
article, the agent is liable for negligence. The cases where the
liability of the agent is judged more leniently are also explained
under Article 527.
Accordingly, if the agent acted in order to avert damage or
imminent damage to the principal, his liability is judged more
leniently. The TCO speaks of "imminent damage to the
principal" besides "present damage to the
principal", while in the previous Code of Obligations, it was
stipulated that if the agent acted in order to avert present damage
to the principal, the agent's liability is judged more
Under the same article, it is regulated that where an
agent's activities are carried out against the express or
otherwise recognizable will of the principal, and the prohibition
was neither immoral nor illegal, the agent is also liable for
chance occurrences. If the agent proves that the damages would have
occurred due to chance occurrences without his involvement, he may
be released from liability.
Lack of capacity of the agent who conducts business without authority
Article 528 of the TCO regulates that where the agent lacks
capacity to enter into contractual commitments, he is liable for
his agency activity only to the extent that he is enriched as a
result of such commitment or he is liable for his agency activity
in the amount which he alienated in bad faith. However, liability
in tort is reserved.
The Rights and Obligations of the Principal
Agency in the principal's best interest
Article 529 regulates the principal's rights and obligations
where the agent carries out activities in the interest of the
The obligations of the principal within the framework of the
1)Principal is obliged to reimburse the agent for all expenses
that were necessary or useful and appropriate in conducting their
activity, plus interest.
2)Principal shall release the agent from liability for all
3)Principal shall compensate the agent for any damage incurred
as a result of carrying out their activity.
Article 529 of TCO shall apply to the agent if the agent acted
with all due care while carrying out their activity, even if the
intended outcome was not achieved.
Where the agent's expenses are not reimbursed, he has the
right of claim in accordance with the provisions governing unjust
Business conducted in the agent's interest
Article 530 regulates the principal's rights and obligations
where the agent carried out activities for his own interest.
Where an agent's activities were not carried out with the
best interests of the principal in mind, the principle is
nonetheless entitled to appropriate the resulting benefits; however
the principal is obliged to compensate the agent and release him
from obligations assumed to the extent the principal is
Approval of agency activities
Where the agent's actions are approved by the principal
after the agent acted without the authority of the principal, the
provisions governing agency become applicable pursuant to Article
Articles 526-531 regulate agency without authority; or
situations where an agent willfully conducts business and enters
into commitments on behalf of another person (the principal)
without their authority. The agent and the principal shall have
rights and obligations as a result of the conducting of agency
The agent is obliged to carry out activities in the best
interest of the principal and the principal's assumed will, and
the agent is liable for negligence. If the agent acted in order to
avert damage or imminent damage to the principal, his liability is
judged more leniently; whereas, if the agent's activities are
prohibited expressly or otherwise recognizably by the principle,
then the agent's liability is increased.
Where the agent conducts activity in the interest of the principal, the principal is obliged: i) to reimburse the agent for all expenses that were necessary or useful and appropriate in conducting his activity, plus interest; ii) release the agent from all obligations assumed; and iii) compensate the agent for any damage incurred as a result of the conduct of his activity. Where the business is conducted in the agent's own interest, the principal is entitled to appropriate any resulting benefit, and the principal is obliged to compensate the agent and release him from obligations assumed to the extent the principal is enriched. On the other hand, if the principal approves the agent's actions, the provisions governing agency in Article 531 of the TCO become applicable.