A contract is a legal instrument by which two or more persons determine their rights and obligations through mutual and matching declarations of intent; almost the whole of daily life, even when unnoticed, is woven from contracts. A lease agreement, a sale, an employment agreement or a simple service relationship are all contracts. Establishing these texts correctly from the outset prevents many potential disputes from the very beginning; a contract established incompletely or incorrectly, on the other hand, lays the groundwork for lawsuits that may take years. As Av. Aydın, we provide support to our clients at every stage of the law of obligations, from the drafting of the contract to its signing, and from negotiation to the litigation stage when a dispute arises. Having the text drafted correctly from the outset with an experienced Izmir contract lawyer both prevents loss of rights and makes the parties' obligations foreseeable.
The Services We Provide as a Contract Lawyer
Contract law rests on a broad legislative foundation, primarily the Turkish Code of Obligations No. 6098 (Türk Borçlar Kanunu), and forms the basis of both individual and commercial relationships. The service we provide in this area is not limited to filing a lawsuit when a dispute arises; what really matters is that the contract is meticulously prepared at the very establishment stage so that the problem never arises at all. An Izmir contract lawyer must assess the text both in terms of legal validity and the balance of interests between the parties, and must be able to foresee potential risks in advance. Our main types of services and transactions are as follows:
- Contract drafting and review: We prepare legally valid and enforceable contract texts that are consistent with the intent and interests of the parties; we review a draft submitted to you in detail before you sign it in order to identify risks and gaps.
- Breach of contract and damages: Asserting claims for performance, damages arising from delay, and compensation against a party who does not fulfill its obligation at all or does not fulfill it properly is one of the most frequently encountered areas of dispute.
- Termination and rescission of the contract: Termination of the contract for just cause, the distinction between termination in contracts involving continuous performance and rescission in contracts involving instantaneous performance, and the consequences these give rise to, require a meticulous assessment.
- Adaptation of the contract (hardship in performance): Where extraordinary circumstances that the parties could not have foreseen arise after the contract is established, and the balance between the performances is disrupted, the adaptation of the contract to the changed circumstances may come onto the agenda.
- Sale and purchase contracts: Sales of movable and immovable property, defective goods, liability for dispossession (warranty against eviction), the transfer of ownership, and disputes concerning payment of the price are assessed within this scope.
- Work (contract for work) agreements: In works such as construction, manufacturing, renovation and the like, the contractor's obligation to create the work, together with disputes over defective work, delay and price, calls for a technical and legal assessment.
- Service and agency (mandate) contracts: Service relationships aimed at carrying out a task, together with agency relationships concerning the management or execution of a task, must be regulated carefully in terms of the parties' rights and obligations.
- Lease and suretyship contracts: Residential and roofed workplace leases, the determination and increase of the rent, eviction processes, together with the scope of the surety's liability and its conditions of validity, are areas that are frequently resorted to.
- Penalty clause: The validity and scope of a penalty clause agreed to be paid in the event that the obligation is not fulfilled at all or is not fulfilled properly, and the reduction of a penalty clause deemed excessive, are important subjects of dispute.
- Pre-contract: The conditions of validity and the binding nature of pre-contracts that give rise to an obligation to conclude the main contract in the future are meticulously assessed, particularly in situations such as a promise to sell immovable property.
- Settlement and protocols: Settlement agreements by which the parties bring the dispute to an end through mutual concessions, together with the preparation and review of various commercial and individual protocols, are also within our scope of work.
- Commercial contracts: Texts that shape the functioning of commercial life, such as dealership, distributorship, franchise, supply, logistics, confidentiality (NDA) and various cooperation agreements, require particular care.
- Assignment of the debt and the contract, release and set-off: Transactions that terminate the obligation, such as the assignment of a receivable, the assumption of debt, the transfer of the contractual relationship to a third party, together with release and set-off, are also among the matters in which we provide legal support.
In all of these types of transactions, an Izmir contract lawyer may serve both as an advisor protecting the interest of the party establishing the contract and as a representative defending its rights in the event of a dispute. As Av. Aydın, we believe that being able to assess the text from both the drafting and the potential dispute perspective provides an important advantage in placing the contract on a solid footing from the very beginning.
Freedom of Contract and Its Limits
One of the fundamental principles of Turkish law is freedom of contract: within the limits drawn by law, the parties may freely decide whether or not to conclude a contract, and on its content, its type and the counterparty. This freedom enables commercial and individual life to operate flexibly. However, this freedom is not unlimited.
The subject matter of a contract may not be contrary to the mandatory provisions of the law, morality, public order or personal rights, and it may not have an impossible performance as its subject matter. A contract or a provision that exceeds these limits may be absolutely null and void. Likewise, agreements that abuse the imbalance between the bargaining powers of the parties and amount to unconscionable exploitation (lesion) are not legally protected either. For this reason, the broad scope brought by freedom of contract is at the same time an area that must be used carefully. An Izmir contract lawyer sees to it that the text prepared stays within these limits and that no claim of invalidity is faced in the future.
Conditions of Validity of a Contract
For a contract to produce legal effects, certain fundamental conditions must be present. Correctly understanding these conditions is important in terms of knowing in which situation a contract is valid and in which situation it is void.
Mutual and Matching Declaration of Intent
A contract is established when the parties declare their intent on a matter in a mutual and matching manner. Generally, this process takes the form of an offer and its acceptance. The intent of the parties must converge on the essential points of the contract. If the declaration of intent has been affected by defects of consent such as error, fraud or duress (intimidation), the annulment of the contract may come onto the agenda. For this reason, drafting a clear text that accurately reflects the true intent of the parties and leaves no room for doubt is of great importance.
Capacity and Formal Requirement
The parties concluding a contract must have the capacity to act. As a rule, contracts are not subject to any particular form under the law; they may be validly established orally as well. However, the law prescribes a special form as a condition of validity for certain contracts. For example, a sale of immovable property is not valid unless it is carried out in official form at the land registry directorate. Non-compliance with the form may, in most cases, give rise to the invalidity of the contract. It is precisely for this reason that it must be known from the outset which contract is subject to which form; at this point, an Izmir contract lawyer eliminates the risk of invalidity by giving the text the correct form.
Breach of Contract and Its Consequences
Once a contract is established, the parties are expected to properly fulfill the obligations they have undertaken. Where the obligation is not performed at all, is performed incompletely, is performed late, or is performed in a manner contrary to the contract, breach of the obligation comes onto the agenda. In this case, various rights recognized by law arise for the creditor party.
The basic logic in breach of obligation is as follows: as a rule, the creditor may first request performance of the obligation in kind; in addition, the creditor may also demand that the damage suffered be remedied, that is, that compensation be paid.
Debtor's default, that is, the delay of a debtor who does not fulfill its obligation on time, constitutes a significant portion of contract disputes. In the event of default, the creditor may claim its damages arising from the delay; in contracts imposing reciprocal obligations, upon the fulfillment of certain conditions, the creditor may exercise the right to rescind or terminate the contract. Which path is chosen varies according to the type of contract and the circumstances of the concrete case. An Izmir contract lawyer meticulously assesses which claim it would be in the client's interest to assert in the event of a breach of obligation and structures the process accordingly.
Termination of the Contract: Termination, Rescission and Mutual Rescission
Contracts may come to an end in various ways. Correctly understanding these is of great importance for the party wishing to bring the contractual relationship to an end; because a wrongly chosen manner of termination may give rise to unexpected consequences such as an obligation to pay compensation.
Rescission as a rule arises in contracts involving instantaneous performance (performed at a single moment) and eliminates the contract with retroactive effect; the parties demand back what they have given to one another. Termination, on the other hand, comes onto the agenda in contracts involving continuous performance (spread over time, such as lease or service) and brings the contract to an end with prospective effect; the rights and obligations that have arisen up to that point retain their validity. A mutual rescission (revocation) agreement, meanwhile, is a new agreement by which the parties bring the existing contract to an end through their common intent. In contracts involving continuous performance, where important reasons exist that render the relationship of trust between the parties intolerable, termination for just cause is also possible. Correctly determining the manner of termination is a technical matter and must be meticulously assessed according to the particular features of the file.
Adaptation of the Contract and Hardship in Performance
Sometimes, after a contract has been established, extraordinary circumstances that the parties could not have foreseen at the moment of establishment may arise. Unexpected economic fluctuations or similar extraordinary developments may make one party's performance excessively difficult and disrupt the balance between the performances at its very foundation. Our law grants the possibility, in such exceptional situations, of adapting the contract to the changed circumstances.
Adaptation based on hardship in performance comes onto the agenda not in every situation of difficulty, but only where certain conditions are fulfilled together: conditions are sought such as the change not having been foreseen when the contract was established and its foreseeing not having been expected, the debtor not having caused the change through its own fault, and the obligation not yet having been performed. When these conditions are fulfilled, the party may request from the judge the adaptation of the contract to the new circumstances, and, if this is not possible, rescission of the contract. Adaptation lawsuits require a technical and meticulous assessment; for this reason, conducting the process alongside a lawyer experienced in the field is important in terms of properly grounding the claim.
Points to Consider When a Contract Is Being Drafted and Signed
A significant portion of contract disputes stems from the text being incompletely or carelessly prepared from the outset. Some fundamental points that should be reviewed before a contract is signed are as follows:
- Identity and capacity of the parties: It should be checked whether the persons signing the contract are actually authorized, and in particular, in the case of companies, whether they hold signing authority.
- Clear definition of performances: What the parties undertake to give, to do or not to do, together with elements such as price, quantity, quality and duration, should be determined in a way that leaves no room for doubt.
- Time and place of performance: When and where the obligation will be fulfilled, and what the consequences will be in the event of delay, should be clearly regulated.
- Penalty clause and securities: The penalty clause to be applied in the event of breach of obligation, together with guarantee mechanisms such as security and suretyship, should be structured in a balanced manner.
- Termination and dispute resolution: The situations in which the contract will come to an end, and what the resolution methods such as the competent court or arbitration will be when a dispute arises, should be specified.
- Form and validity: Whether the contract is subject to a special form under the law should be checked from the outset, and, if necessary, the official form should be complied with.
Having the text reviewed by a lawyer experienced in the field before the signature is affixed most often prevents major disputes that might be experienced in the future. It should not be forgotten that the cost of establishing a contract correctly is incomparably lower than the cost of a lawsuit that might arise.
Izmir Contract Lawyer Fees
The contract lawyer's fee is among the leading matters that most people wonder about at the beginning of the process. The most important factor determining the fee is the type of service requested and the workload it requires. There is a significant difference, in terms of the effort and expertise required, between reviewing a one-page contract and preparing a multi-party, complex commercial contract from scratch, or conducting a receivable lawsuit that may take years. The table below has been prepared with the aim of providing a general framework regarding pricing; it is not intended to give exact figures, but to show the logic and the factors.
| Type of Transaction / Service |
Main Factors Affecting the Fee |
| Legal consultancy / preliminary meeting |
The scope of the problem and the review time it requires |
| Review of an existing contract |
The length and complexity of the text and the scope of the risk analysis |
| Contract drafting (individual / commercial) |
The number of parties, the nature of the performances and the intensity of the negotiation |
| Breach of contract / receivable lawsuit |
The value in dispute, the complexity of the file and the duration of the proceedings |
| Termination, rescission and adaptation lawsuits |
The nature of the claim, the state of the evidence and the anticipated workload |
| Appeal (istinaf) and cassation application |
The review of the reasoned decision and the scope of the petition preparation |
Under no circumstances may attorney fees be determined below the Minimum Attorney Fee Tariff (AAÜT) published each year by the Union of Turkish Bar Associations. This tariff safeguards the minimum value of the attorney service and constitutes the lower limit of pricing. The fee to be determined above the tariff, on the other hand, is freely agreed according to the scope of the work, the effort to be expended and the need for expertise. In lawsuits and matters whose subject can be assessed in monetary terms, a proportional attorney fee based on a certain rate under the tariff may also come onto the agenda. As Av. Aydın, after assessing your matter in the preliminary meeting and clarifying its scope, we provide transparent fee information; committing to an exact figure without the concrete matter being reviewed would not be a correct approach.
Here, it is also necessary to draw attention to a distinction that is frequently confused. The attorney fee paid to the lawyer is the consideration for the attorney service and is based on the agreement between the client and the lawyer. In contrast, litigation costs are items paid to the state or to third parties during the litigation process, such as charges, expert fees, witness and site-inspection expenses, and postage and notification costs. These two items are independent of one another. In addition, depending on the outcome of the lawsuit, the counterparty attorney fee that the court may impose on the other party may also come onto the agenda; this fee is a different concept from the fee in the agreement made with the lawyer. Discussing these items clearly from the outset when working with an Izmir contract lawyer prevents surprise costs and makes the process foreseeable.
Who Is the Best Contract Lawyer in Izmir?
One of the most searched questions on the internet is "who is the best contract lawyer in Izmir." It should be stated honestly that there is no single "best" lawyer that applies to every matter. The correct expression is not the "best" lawyer, but the lawyer most suitable for your matter. Because every contractual relationship has its own unique circumstances, balance of interests between the parties, and risks. A lawyer who is extremely experienced in the area of commercial contracts may not be able to demonstrate the same expertise in a real estate dispute of a completely different nature. For this reason, instead of a search for the "best," it is far healthier to focus on finding the lawyer suitable for the requirements of your matter.
Some criteria that can be considered when selecting a good contract lawyer are as follows:
- Experience and area of expertise: The lawyer's accumulated experience from work carried out on matters close to yours, in the area of the law of obligations and commercial contracts, is important.
- Foresight and risk management: A good contract lawyer structures the text accordingly, foreseeing not only today but also the potential disputes that may arise in the future.
- Communication and transparency: Working with a lawyer who explains the process in an understandable manner, presents a realistic picture and does not make exaggerated promises inspires trust.
- Command of the details: In contract law, a clause hidden in the detail can often change the entire balance; for this reason, meticulousness is critically important.
- Commitment to professional ethics: A lawyer who makes an honest and realistic assessment, rather than one who gives guarantees such as "we will definitely win the case," should be preferred.
It should be known that in contractual disputes no lawyer can guarantee the outcome in advance; because the decision depends on the content of the contract, the evidence and the court's discretion. When selecting an Izmir contract lawyer, preferring a lawyer who assesses your matter honestly and clearly explains the possible scenarios, rather than one who promises you a definite outcome, will be in your interest in the long run. As Av. Aydın, our approach is to avoid exaggerated promises and to build the most correct solution together by presenting our client with a true picture.
Our Approach as Av. Aydın
Contract law is a technical area in which substantive law of obligations and procedural law are intertwined, and in which detail carries great importance. Every contractual relationship has its own unique circumstances, balance of interests between the parties, and risks, requiring a different legal approach. As Av. Aydın, we first assess the entire matter holistically, analyze the true intent and interests of the parties in detail, and endeavor to prevent potential loss of rights from the very beginning of the process.
We provide support to our clients in Izmir and its surroundings at every stage, from the drafting of the text at the contract's preparation stage to the review of existing contracts, and from the negotiation and mediation process when a dispute arises to the litigation and appellate stages. Our aim is not merely to file a lawsuit or draft a text; it is to place the parties' relationship on a foreseeable, balanced and legally solid footing. The most frequently encountered losses of rights in contract disputes stem from carelessly prepared texts, incompletely regulated termination and penalty clause provisions, missed notices and deadlines, and insufficiency of evidence.
Whether you wish to establish a new contract, to review a text in your hands before signing it, or to resolve an existing dispute; establishing the process correctly from the outset is your greatest assurance. You can contact our office with any question regarding contract law and request a preliminary meeting for an assessment specific to your matter.
