Introduction
An invoice is an important commercial document issued in business transactions in exchange for goods or services, which documents the legal relationship between the parties, particularly the performance stage. The issuance of an invoice, its dispatch to the other party, and whether or not an objection is raised to its content give rise to significant evidential consequences in any disputes that may subsequently arise between the parties. For this reason, it is not sufficient to regard the invoice merely as a tax or accounting document; its legal function under the Turkish Commercial Code (“TCC”) must also be established.
The fundamental provision regarding invoices is set out in Article 21 of the TCC. According to the second paragraph of that article, ‘A person who receives an invoice is deemed to have accepted its contents if they have not raised an objection to them within eight days of the date of receipt.’ This provision aims to ensure the trust and speed required in commercial life, to prevent disputes regarding the content of an invoice from remaining unresolved for an extended period, and to strengthen the burden of proof of the party issuing the invoice.
However, the wording “shall be deemed to have accepted” in Article 21(2) of the Turkish Commercial Code should not be interpreted to mean that the failure to raise an objection to the invoice within eight days implies, in all cases, that the invoice has been definitively accepted or that the goods specified in the invoice have been delivered and the service has been performed. In legal scholarship and the case law of the Court of Cassation, it is accepted that the provision essentially establishes a legal presumption in favour of the party issuing the invoice, and that this presumption gives rise to consequences particularly with regard to the standard content of the invoice.
In this study, the institution of objection to an invoice will be examined under three main headings: its legal nature, time limit and procedure, and its legal consequences.
I. The Legal Nature of Objections to Invoices
In order to determine the legal nature of the institution of objection to an invoice, it is first necessary to establish the legal nature of the invoice itself. As a general rule, an invoice is not a document that gives rise to the fundamental contractual relationship between the parties. An invoice is a commercial document drawn up within the scope of the performance of an existing contract or other legal relationship, and which sets out certain elements of that relationship. Consequently, the mere issuance of an invoice does not in itself establish the existence of a contract between the parties or that the goods or services specified in the invoice have actually been delivered or performed. Legal doctrine also accepts that an invoice is a document relating to the performance phase rather than the formation of the contract, and that the absence of an objection to the invoice does not, on its own, prove the existence of the underlying contract.
The provision set out in Article 21(2) of the Turkish Commercial Code (TTK) directly concerns the content of the invoice. Accordingly, if the recipient of the invoice does not object to its content within eight days of receiving it, a legal consequence arises to the effect that they have accepted the content of the invoice. The ‘acceptance’ referred to here must be understood not as a declaration of intent regarding the formation of the underlying contract or debt relationship, but as a legal presumption of acceptance regarding the content of the invoice.
Indeed, current legal doctrine also states that Article 21(2) of the Turkish Commercial Code establishes a presumption in favour of the creditor trader who issued the invoice; however, if an objection to the invoice is raised within the prescribed time limit, this presumption does not arise, and the burden of proving the accuracy of the invoice’s contents remains with the party that issued the invoice.
In this respect, an objection to the invoice constitutes a legal act that, in essence, prevents the presumption of acceptance of the invoice’s contents from arising. Raising an objection does not automatically invalidate the invoice, nor does it, on its own, extinguish the debt alleged to arise from the invoice. The fundamental consequence of the objection is that it alters the burden of proof regarding the invoice’s contents.
Here, it is also necessary to correctly determine the scope of the presumption under Article 21(2) of the Turkish Commercial Code. The presumption relates to the ordinary content of the invoice. Elements that are ordinarily found on an invoice, such as the type, quantity, price and total amount of the goods, may be assessed within this scope. Conversely, it is inconsistent with the purpose of Article 21(2) of the Turkish Commercial Code for the issuer of the invoice to impose a new debt or obligation on the other party—one not previously agreed between the parties—merely by including it in the invoice, and to claim that this entry is binding on the grounds that the other party failed to object within eight days.
Consequently, Article 21(2) of the Turkish Commercial Code does not, in itself, confer debt-creating power upon the invoice; rather, it establishes a specific regime of proof regarding the content of an invoice drawn up within the framework of an existing legal relationship.
II. Time Limit and Procedure for Objecting to an Invoice
Pursuant to Article 21(2) of the TCC, the time limit for objecting to an invoice is eight days. However, for the provision to be correctly applied, the legal nature of this time limit must be assessed separately. The eight-day period should not be regarded as a preclusive period or a limitation period that prevents the raising of all objections relating to the invoice. The primary consequence of failing to meet this deadline is the establishment of the presumption provided for in Article 21(2) of the Turkish Commercial Code. In other words, failure to raise an objection within eight days does not absolutely preclude the raising of any legal claims regarding the invoice; however, it gives rise to a presumption in favour of the party issuing the invoice that the contents of the invoice have been accepted. Current academic studies also note that this provision constitutes a rule of evidence that gives rise to a presumption in favour of the party issuing the invoice.
The starting point of the eight-day period is not the date the invoice was issued, but the date it was received. Consequently, a distinction must be made between the date of issue stated on the invoice and the date on which it reached the addressee. In the event of a dispute, it is important to determine the date on which the invoice reached the other party.
The legislator has not prescribed any specific formal requirement for raising an objection to an invoice. Consequently, it cannot be said that the objection must necessarily be made through a notary. However, the main issue in practice is not so much that the objection has been made, but rather that it can be proven to have been made within the prescribed time limit and to have reached the other party. For this reason, particularly in commercial transactions involving large sums, it is important to use communication methods with high evidential value, such as a notarial notice, KEP or similar means.
It is also helpful for the purposes of proof to clearly specify which invoice the objection relates to and, as far as possible, to set out the grounds for the objection. However, under Article 21(2) of the Turkish Commercial Code, there is no explicit formal requirement that the objection must contain detailed legal grounds. What is important is that the intention not to accept the contents of the invoice is communicated to the other party within the prescribed time limit.
An objection may relate to the invoice in its entirety or may take the form of a partial objection directed at specific items or amounts. In particular, in the case of partial objections, clearly specifying which items are accepted and which are rejected will facilitate proof in the event of any disputes that may arise later.
III. Legal Consequences of Objecting to or Not Objecting to an Invoice
The most significant legal consequence of raising an objection to an invoice within the prescribed time limit is that it prevents the presumption provided for in Article 21(2) of the Turkish Commercial Code from arising. Consequently, the party issuing the invoice cannot claim that the invoice’s content is consistent with the underlying legal relationship between the parties merely on the basis that the invoice has been sent; it must demonstrate the accuracy of the invoice’s content through other evidence. Current legal doctrine also accepts that, where an objection is raised within the prescribed time limit, the burden of proof regarding the accuracy of the invoice’s content remains with the party issuing the invoice.
Conversely, if no objection is raised to the invoice within eight days, a presumption arises, in accordance with the express provision of the law, that the contents of the invoice have been accepted. Consequently, the party issuing the invoice is placed in a more favourable position in terms of the burden of proof, and the onus shifts to the party claiming that the standard contents of the invoice are incorrect to prove the contrary.
However, it is necessary to correctly delineate the limits of the consequences of Article 21(2) of the Turkish Commercial Code. The failure to object to an invoice does not, in all cases, conclusively demonstrate that the goods specified in the invoice have been delivered or that the service has been performed. Similarly, the absence of an objection to the invoice does not, on its own, prove the existence of a fundamental contractual relationship between the parties. Legal doctrine specifically states that an invoice is a document relating to the performance of a contract and that an invoice issued in the absence of a valid underlying legal relationship cannot prove the existence of a contractual relationship merely because no objection has been raised.
Consequently, even in cases where no objection is raised to an invoice, the existence of the underlying contract giving rise to the dispute, whether the goods or services were actually delivered or performed, and whether the invoice is consistent with this legal relationship must be assessed separately in light of the specific circumstances of the case.
This distinction also demonstrates that Article 21(2) of the Turkish Commercial Code is not a provision creating a debt under substantive law, but rather a provision relating to the law of evidence. The absence of an objection to an invoice may facilitate the proof of an existing debt; however, the mere issuance of an invoice and the absence of an objection to it do not, under normal circumstances, automatically create a debt that does not already exist.
Similarly, the expiry of the eight-day period does not mean that all defences relating to the invoice are definitively precluded. The expiry of the period essentially gives rise to the presumption set out in Article 21(2) of the Turkish Commercial Code. The party receiving the invoice may, depending on the specific circumstances of the case, argue that the underlying relationship on which the invoice is based does not exist, that the content of the invoice is untrue, or that certain aspects of the invoice are inconsistent with the underlying contractual relationship; however, in such a case, they must take into account the burden of proof arising under Article 21(2) of the Turkish Commercial Code.
In this respect, the practical significance of objecting to an invoice is quite clear. An objection raised within the prescribed time limit prevents the presumption that the recipient has accepted the invoice’s content from arising. An objection not raised within the prescribed time limit, on the other hand, creates a burden of proof advantage in favour of the party issuing the invoice.
Conclusion
Pursuant to Article 21(2) of the Turkish Commercial Code, failure to object to an invoice within eight days gives rise to a legal presumption in favour of the issuer that the contents of the invoice have been accepted. For this reason, raising an objection to the invoice within the prescribed time limit is important as it prevents the formation of this presumption and has significant consequences in terms of the burden of proof.
However, the eight-day period is not a limitation period that extinguishes all objections to the invoice. Nor does the absence of an objection to the invoice, in itself, mean that the underlying contractual relationship, the delivery of goods or the performance of services has been conclusively proven. The primary function of Article 21(2) of the Turkish Commercial Code is not to confer an independent debt-creating power on the invoice, but to establish a regime of proof regarding the invoice’s content.
For this reason, ensuring that the eight-day period from the date of receipt of the invoice is observed, and—where the invoice is not accepted—notifying the other party of the objection in a clear and verifiable manner within the prescribed time limit, provides an important legal safeguard in commercial disputes.
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.
