Turkey: Footsteps Of "MFN" Practice In Turkey: Yemek Sepeti Decision


As the volume of e-commerce has been increasing, online platforms have become important suppliers/service providers. In comparison to conventional sales channels, these platforms provide various advanced options and opportunities for consumers thanks to their superior technological infrastructures; thus, these are favored and preferred more and more among the consumers. Thereby the volume and the market share of e-commerce have increased against conventional sales channels. Considering the increasing market power of online platforms, competition authorities in many countries started to work on this newly emerging sales channel1.

Of late, reputable competition authorities have begun to introduce new concepts like "Most Favored Nation Clause," or "Most Favored Customer Clause" that have been already a part of the daily terminology of online platforms for quite some time. Recent investigations of international e-commerce giants like Amazon or Booking initiated hot discussions about Most Favored Nation Clause ("MFN") amongst experts of EU competition law.

Similarly, the Turkish Competition Authority has initiated an investigation of Booking.com, and this investigation is pending2. However, the Turkish competition authority has already announced its first verdict in the investigation of an MFN case against a reputable local popular online platform called "Yemeksepeti" (official name; Yemek Sepeti Elektronik İletişim Tanıtım Pazarlama Gıda San. ve Tic. A.Ş). The recent decision against Yemeksepeti is considered to be the footsteps of MFN practice in Turkey, which has been discussed in the EU for a long time.

Assessment of MFN Practice in respect of Competition Law

In the Competition Law Dictionary Most Favored Customer Clause has the following meaning: "a favorable commercial condition or a term of a client will be offered to all other clients that are classified as MFN (MFC)."3 According to the Competition Law Dictionary, the MFN Clause is considered to be among the "Facilitating Practices." The main anti-competitive effect of MFN is to reduce the intensity of cheating in a cartel agreement.

MFN practice can be described broadly as follows: a supplier has to offer the same favorable conditions that it already offered to other buyers, to the pre-defined MFN (MFC) buyer, if the conditions of the former are better than those of the latter4. In this respect, theoretically, this is a vertical price limitation that is enforced by the buyer, and curbs the pricing flexibility of the supplier in favor of the MFN5. Therefore, the MFN Clause jeopardizes Art. 101 of the Treaty on the Functioning of the European Union ("TFEU") and Art. 4 of the Law on the Protection of the Competition ("LPC") as it restrains the competition in the market. It should be noted that even if the MFN Clause relies on an actual economical reason, it still can be viewed as a restriction against the competition in the market6. To this end, while evaluating whether the MFN (MFC) Clause restricts the competition or not, all related issues and grounds of the case should be considered and reviewed in detail.

The MFN Clause successfully binds competitors to cartel agreements by increasing the cost of cheating; namely, the cost of price-cutting, given that price-cutting to any client should be reflected to all MFN's with the same conditions. This phenomena increases the cost of price-cutting more than it was intended so that any attempt to violate the cartel agreement that has been set between the competitors, becomes more costly. This diminishes the chance of any attempt of cheating; thus, violating competition law by facilitating a non-competing environment. There are other adverse effects of the MFN Clause on the ideal of having a perfectly competitive market, apart from what we have discussed thus far7. Maybe the most important effect of the MFN Clause is that it demotivates the bargaining will of a buyer in the long-term given that any discounts that will come out of this bargaining process will have to be reflected by the seller to other MFN's that are direct competitors in the same market. This "free- rider effect" will curb the motivation of any buyer in the market to negotiate with a seller in the long-run, thus enabling a more stable price level and a non-competing environment in a specific market.

After considering all of the above-stated arguments, it is possible to conclude that the MFN Clause is a vertical price limitation that renders price-cutting a very costly attempt to cheat the agreement by any seller/supplier, thus eliminating the pricing flexibility of the suppliers/sellers in the market. Especially when the MFN Clause is honored by most of the players in a specific market, it creates a transparent market structure that eases the determination of any cheating player in a cartel agreement. Such a transparent market structure makes it easier to sustain the competition violations in the market and, therefore, it is anti-competitive.

Accordingly, several investigations have been launched regarding the MFN Clause within the EU market. The Commission's decision of 2013 on E-book8, which was subject to several commitments, was followed by other investigations9 in different countries regarding online reservation services providers, such as Booking and HRS. In addition, Amazon's MFN/price parity policy is also being investigated by the United Kingdom Competition & Markets Authority, the Federal German Cartel Office, and the EU Commission10.

Thus, we may conclude that the MFN Clause will continue to be evaluated within the scope of competition law.

Yemek Sepeti Decision and Initiation of the Discussions of the MFN Clause in Turkey

In Turkey, the MFN Clause is evaluated for the first time in detail with the Yemek Sepeti decision. The Competition Board ruled that Yemek Sepeti abused its dominant position with its MFN practices, and infringes upon the competition11. The prominent issue is that the Competition Board decided that MFN Practices should be abandoned, which was even more important than the imposition of an administrative fine in the amount of TRY 427,977.70.

The Turkish Competition Authority ruled that all MFN Clauses should be excluded from the agreements within 120 days, as the restaurants should not be forced to apply the same favored offers granted to the other competitive platforms, Yemek Sepeti, and such practices create an exclusionary effect. Thus, similarly with the EU competition law, the Turkish Competition Authority aims to exclude MFN Clauses from the agreements, and eliminate barriers before the free determination of prices by the restaurants.


The MFN practices that have been heavily discussed under EU competition law are an important issue especially for the online platforms. MFN practices adopted by online platforms that are in a dominant position, such as Booking and Amazon, were ruled to be considered abandoned as they have anti-competitive effects. Thus, other online platforms may be subject to such investigations within the EU market considering the consistent decisions on MFN Clauses.

The first investigation regarding the MFN Clause in Turkey is the Yemek Sepeti investigation. Within the scope of this investigation, the Turkish Competition Authority ruled that MFN Clauses prevent restaurants from giving more favorable offers to competitive online platforms other than Yemek Sepeti, and such exclusionary conduct is anti-competitive. Therefore, MFN Clauses are excluded from these agreements. The determination of the the Turkish Competition Authority may provide insight into the investigation of Booking. It is accepted that the Turkish Competition Authority will retain its position on MFN Clauses that it had adopted through Yemek Sepeti decision.


[1] Please see: http://www.bundeskartellamt.de/SharedDocs/Meldung/DE/Meldungen%20News%20Karussell/2016/09_06_2016_ThinkTank.html (Access Date: 20.06.2016).

[2] http://www.rekabet.gov.tr/tr-TR/Guncel/Bookingcom-BV-ile-Bookingdotcom-Destek-Hizmetleri-Limited-Sirketi-Hakkinda-Sorusturma-Acildi (Access Date: 19.06.2016).

[3] Competition Terms Dictionary, p. 91.

[4] Vice versa is also possible. Accordingly, if the buyer purchases from other sellers with a higher price, the sellers who are granted with an MFN Clause benefits from this higher price.

[5] Zimmer in Immenga/Mestmäcker, Art. 101 Abs.1 AEUV, par. 275.

[6] Zimmer, par. 276 ff.

[7] For more detailed information please see: Kekevi Gökşin, Anlaşma, Uyumlu Eylem ve Birlikte Hakim Durumun Kötüye Kullanılmasında Kolaylaştırıcı Eylemler, Yayınlanmış Uzmanlık Tezi, Rekabet Kurumu, Ankara 2003, p.4 http://www.rekabet.gov.tr/File/?path=ROOT%2f1%2fDocuments%2fUzmanl%25c4%25b1k%2bTezi%2ftez21.pdf (Access Date: 21.06.2016).

[8] Case COMP/39.847/E-Books:

http://ec.europa.eu/competition/antitrust/cases/dec_docs/39847/39847_27536_4.pdf (Erişim Tarihi: 21.06.2016).

[9] Booking-Expedia decision of Competition and Markets Authority, CE/9320-10.

[10] Please See the press release on the Amazon Investigation: http://europa.eu/rapid/press-release_IP-15-5166_en.htm (Access Date: 21.06.2016).

[11] Please see: http://www.rekabet.gov.tr/File/?path=ROOT%2f1%2fDocuments%2fG%c3%bcncel%2fsorusturmalar%2fyemek+sepeti.pdf (Access Date: 21.06.2016).

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

Similar Articles
Relevancy Powered by MondaqAI
Erdem & Erdem Law
Some comments from our readers…
“The articles are extremely timely and highly applicable”
“I often find critical information not available elsewhere”
“As in-house counsel, Mondaq’s service is of great value”

Related Topics
Similar Articles
Relevancy Powered by MondaqAI
Erdem & Erdem Law
Related Articles
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Registration (you must scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions

Mondaq.com (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of www.mondaq.com

To Use Mondaq.com you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions