Cooperation with Turkish companies in trade and services can be highly rewarding, but it requires a careful legal approach. Turkey has a distinctive business culture, its own legal framework, and a strong emphasis on personal relationships. To avoid costly mistakes and protect your interests, it is crucial not only to sign a contract but also to understand what terms must be clearly defined.
1. Why a Written Contract Is Essential
Even if you have full trust in your partner, a written agreement is your legal shield. In the event of a dispute, verbal arrangements are nearly impossible to prove in Turkish courts.
Key points:
- Without a written contract, you cannot prove the price, deadlines, or scope of obligations.
- Courts and arbitration panels rely solely on documentary evidence, not on messages or verbal promises.
- A signed and stamped contract is the only valid proof of your mutual obligations.
A good relationship is valuable, but a contract is the only enforceable evidence of it.
2. Applicable Law and Jurisdiction
If the contract does not specify which law applies and where disputes will be resolved, you risk lengthy and expensive proceedings.
What to consider:
- Determine whether the contract is governed by Turkish law, your national law, or international law.
- Specify where disputes will be resolved — in Turkey, in your country, or in international arbitration (for example, ICC in Paris or ISTAC in Istanbul).
- Turkish courts may refuse to recognize foreign judgments if they violate the local concept of "public order" (kamu düzeni).
It is advisable to include an arbitration clause with a neutral forum agreed in advance.
3. Contract Language and Official Version
In Turkey, the Turkish-language version of a document has full legal force, especially if both parties are registered within the country. For international contracts, however, a bilingual format is acceptable.
Recommendations:
- Even if the contract is drafted in English, obtain a notarized Turkish translation.
- Clearly state which version prevails in case of discrepancies between languages.
- Turkish courts tend to interpret unclear clauses in favor of the Turkish party.
A bilingual contract (Turkish + English) with a specified prevailing version is the best option.
4. Understanding Turkish Business Culture
Formal signatures do not always guarantee formal performance. In Turkey, personal relationships, flexibility, and trust often play a key role.
What to keep in mind:
- Turkish partners may rely on verbal agreements or make adjustments along the way.
- Changes in market conditions can lead to attempts to renegotiate price or delivery terms.
- The contract should clearly define delivery procedures, payment terms, penalties, and force majeure conditions.
The more precisely the obligations are described, the fewer grounds there will be for disagreement.
5. Legal and Practical Benefits of a Written Contract
A signed contract not only protects your interests but also simplifies business operations:
- Banks may require a copy of the contract for foreign currency control or SWIFT payments.
- Tax authorities may request documentation to confirm the legitimacy of the transaction.
- Foreign trade operations cannot proceed without a contract that specifies the obligations of both parties.
- Courts and arbitration panels accept only written evidence.
According to the Turkish Code of Obligations (Türk Borçlar Kanunu) and the Turkish Commercial Code (Türk Ticaret Kanunu), many transactions may be concluded verbally, but having a written contract makes them much easier to prove, enforce, and execute in court.
6. How to Minimize Risks
Before signing the contract:
- Consult a lawyer familiar with Turkish law.
- Specify the applicable law and dispute resolution forum.
- Define the contract language, priority version, and translation requirements.
- Include detailed terms of performance and liability.
- Keep all documents and correspondence — they may serve as key evidence.
Conclusion
A written contract with a Turkish partner is not a sign of
distrust — it is a mark of professionalism and mutual
respect.
It provides clarity, predictability, and legal safety, building a
solid foundation for long-term cooperation.
Sources:
- Turkish Code of Obligations (Law No. 6098)
- Turkish Commercial Code (Law No. 6102)
- ICC Arbitration Rules (International Chamber of
Commerce)
- ISTAC Arbitration Rules (Istanbul Arbitration
Centre)
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.
