Contract Law

Contract law covers the design, negotiation, interpretation and breach management of contracts — the most fundamental legal instrument of commercial relationships. A well-drafted contract clarifies the intentions of the parties, balances risks and minimises potential future disputes. Emir Law & Consulting provides contract advisory and representation across a broad spectrum from domestic commercial agreements to cross-border transactions.

Commercial Contracts under the Turkish Code of Obligations

The Turkish Code of Obligations No. 6098 (TCO) grants parties broad freedom of design based on the principle of freedom of contract; however, contracts that violate mandatory provisions, fail to use general terms and conditions in a balanced manner or contain defects of consent give rise to legal issues. We provide advisory on draft preparation, review of counterparty drafts and negotiation processes for all types of commercial contracts, including sales, service, work, lease, supply, licence, non-disclosure (NDA), framework and sub-contracts.

International Contracts and CISG

In cross-border commercial sales contracts, the United Nations Convention on Contracts for the International Sale of Goods (CISG), to which Türkiye is a party, may apply automatically; unless the parties have expressly excluded it, CISG provisions take precedence over national law. In international contracts, the correct design of the governing law clause, jurisdiction or arbitration clause determines both contractual obligations and how potential disputes will be resolved. Incoterms delivery terms and foreign exchange/currency risk clauses must also be addressed carefully.

Force Majeure and Hardship

Unexpected events such as pandemics, natural disasters, wars, sanctions or supply chain disruptions can seriously affect contractual relationships. Impossibility of performance (force majeure) under Article 136 of the TCO and hardship under Article 138 of the TCO produce different legal consequences. Including forward-looking force majeure definitions and hardship adaptation mechanisms in contracts significantly reduces potential future disputes. We also advise on the interpretation of these clauses in existing contracts and the assessment of related claims.

E-Signature and Digital Contracts

Under the Electronic Signature Law No. 5070, a secure (qualified) electronic signature is legally equivalent to a handwritten signature. Commercial contracts are increasingly formed electronically; the validity and evidentiary value of click-wrap, browse-wrap agreements and transactions conducted on digital platforms require specialised expertise. We also provide support for the establishment of e-signature infrastructure, digitalisation of contract processes and preparation of user agreements for e-commerce platforms.

Breach of Contract, Penalty Clauses and Damages

When confronted with a breach of contract claim, the nature of the breach (partial, total, continuous), default interest and penalty clause conditions are first assessed. We represent our clients both as the aggrieved party (creditor) and as the party facing allegations of negligence or impossibility of performance (debtor). We provide strategic dispute management from the negotiation and settlement stage through notarial notice to litigation and arbitration.

Our Services

• Drafting and negotiation of sales, service, work, supply and framework contracts
• Non-disclosure (NDA) and confidentiality agreements
• Distribution, agency, dealership and franchise agreements
• Joint venture (JV) and cooperation agreements
• International sale of goods contracts under CISG
• Governing law, jurisdiction and dispute resolution clause design
• Drafting and interpretation of force majeure and hardship clauses
• E-signature infrastructure and digital contract validity advisory
• Breach of contract analysis and negotiation/settlement strategy
• Penalty clause and damages claim preparation and representation
• Contract dispute representation in court and arbitration proceedings

Why Emir Law?

A contract is the backbone of a business relationship. Contracts prepared by an experienced legal team reflect commercial objectives, clarify the parties' expectations and prevent costly future disputes. Our team, with its command of the Turkish Code of Obligations and international contract practice, makes your contracts functional, balanced and resilient against legal risks.