Commercial Lawyer
Commercial Law
Commercial disputes are subject to mandatory mediation before a lawsuit can be filed. Having contracts legally vetted at the drafting stage significantly reduces both the risk and the cost of future disputes.
Commercial law covers a broad field, from contracts between merchants to negotiable instruments, and from unfair competition to carriage of goods. The greatest legal risk a business can take is doing business on contracts that have never been legally reviewed. Our office provides both litigation and advisory services in drafting and negotiating contracts, collecting commercial receivables, check and promissory note disputes, and unfair competition cases. Disputes with insurance companies (comprehensive/kasko, homeowner's, and business property damage claims, among others) also fall within this field, since actions arising from insurance contracts are governed by the Turkish Commercial Code and heard before the commercial courts. Our aim is to prevent disputes before they arise — and when they do arise, to resolve them by the fastest and most economical route.
The consequences of merchant status and the prudent businessperson standard
The Turkish Commercial Code No. 6102 (TTK) subjects merchants to a distinct and stricter regime than ordinary contracting parties: a merchant must act like a prudent businessperson in all activities relating to their trade (TTK Art. 18). This standard means that defenses such as 'I didn't read the contract' or 'I didn't know the market conditions' will, as a rule, not be heard from merchants. Between merchants, the validity of certain notices and notifications (default, rescission, termination, and the like) depends on their being made through a notary, by registered letter, by telegram, or via the secure electronic signature-based KEP (registered e-mail) system (TTK Art. 18/3). Keeping commercial books in due form is also of critical importance, both for their evidentiary force and for the tax and liability dimensions. Every signature given without knowing this framework can create unforeseen obligations for the business.
Reviewing and negotiating commercial contracts
Distributorship, dealership, franchise, supply, service, and e-commerce contracts are texts that bind a business's revenue model for years. In contract review, we focus on the clarity of obligations and delivery terms, price and price-adjustment mechanisms, penalty clauses and limitations of liability, termination and exit scenarios, non-compete and confidentiality provisions, and the dispute resolution forum (competent court or arbitration). A penalty clause agreed between merchants cannot, as a rule, be reduced (TTK Art. 22); its amount and scope must therefore be negotiated carefully before signing. In continuing relationships, an annual review of the contract ensures that legislative and case-law developments (for example, changes in the interest and adaptation regimes) are reflected in the text. A well-drafted contract is the strongest piece of evidence in any future lawsuit.
Collecting commercial receivables and mandatory mediation
In commercial cases whose subject matter is the payment of a sum of money — receivable and damages claims — applying to a mediator before filing suit is a procedural precondition (TTK Art. 5/A); if this stage is skipped, the case is dismissed on procedural grounds. The mediation process is completed relatively quickly, and a settlement report has the force of a court judgment. If no agreement is reached, litigation proceeds before the commercial court of first instance; in parallel, enforcement proceedings and, where the conditions are met, provisional attachment are part of the collection strategy. In commercial transactions, default interest can, as a rule, be claimed at the advance (avans) interest rate, which is higher than the statutory rate; determining the interest start date correctly (invoice due date, notice date) preserves the true value of the claim. In current account relationships (TTK Art. 89 et seq.), establishing the period-end balance by reconciliation largely eliminates future problems of proof.
Invoices and the 8-day objection period
The most overlooked rule of commercial life is TTK Art. 21/2: a person who receives an invoice and does not object to its content within 8 days of receipt is deemed to have accepted that content. This presumption produces a strong evidentiary effect, particularly as to price, quantity, and due-date entries; invoices left unchallenged significantly strengthen the creditor's hand in actions for the annulment of objections and in enforcement proceedings. The objection must be made through a provable channel (KEP, notary, registered letter with return receipt); an objection made by telephone has no legal value. On the other hand, an invoice alone does not always prove the existence of the contract; it should be supported by delivery documents (dispatch notes), order correspondence, and current account reconciliations. Our recommendation to businesses is to establish a written internal procedure under which incoming invoices are checked with the 8-day period in mind.
Checks, promissory notes, and the holder's rights on a bounced check
Negotiable instruments are subject to strict formal requirements: a document lacking the mandatory elements loses its character as a check or promissory note and cannot be pursued through negotiable-instrument enforcement; this is why checking the elements when accepting an instrument (issue date, unconditional promise to pay, signature) is vital. When a check bounces, the holder has three distinct routes: enforcement proceedings specific to negotiable instruments, a complaint for the offense of issuing a check without funds under Article 5 of the Check Law No. 5941 (deadline: 3 months from learning of the dishonor and, in any event, 1 year), and a request for a check-issuing ban. The complaint is heard by the enforcement court and can result in a judicial fine and a check-issuing ban against the drawer. Tracking limitation periods for claims based on instruments (3 years from maturity for bills of exchange and promissory notes) is also part of the collection plan; an instrument whose deadline has passed can be salvaged by converting the claim into an action based on the underlying relationship.
Unfair competition and protecting commercial reputation
TTK Art. 54 et seq. sanction commercial practices contrary to the principle of good faith as unfair competition: disparaging a competitor's products, unauthorized exploitation of another's work product, luring away customers through misleading advertising, gaining advantage by breaching business terms, and poaching employees are its typical forms. The injured merchant may bring actions for declaratory relief, injunction (cessation), restoration of the previous state, and — where there is fault — pecuniary and non-pecuniary damages (TTK Art. 56); publication of the judgment may also be requested. These actions are subject to a limitation period of 1 year from the date the entitled party learns of the acts and, in any event, 3 years from their occurrence (TTK Art. 60). Smear and imitation cases on social media and e-commerce platforms require urgent evidence preservation because the evidence disappears quickly; notarial determination and electronic evidence-preservation tools are the first step in these files.
The courts hearing commercial disputes in our region
Esenyurt, Beylikdüzü, and Büyükçekmece form one of Istanbul's busiest commercial zones, with their concentration of manufacturing, logistics, and retail, and receivable, dealership, and supply disputes between SMEs make up a significant part of our daily practice. Commercial cases fall within the jurisdiction of the commercial courts of first instance; files from the region may be heard by commercial courts at different Istanbul courthouses depending on any forum-selection clause and the defendant's seat — which court has jurisdiction is the first question of pre-litigation strategy. Preparing commercial books and electronic records as evidence, using mediation sessions effectively, and directing provisional attachment requests to the correct courthouse when needed form the backbone of process management for regional businesses. Enforcement and evidence-preservation steps closest to your business can be carried out through the Büyükçekmece Courthouse.
The most common mistakes in commercial relationships
The mistakes we encounter most often are these: signing the other side's standard-form contract without legal review; failing to object to an invoice within the 8-day period and thereby being deemed to have accepted its content; skipping current account reconciliations for years and then facing proof difficulties with scattered records at the litigation stage; accepting checks and promissory notes without checking their mandatory elements; doing high-value business on oral agreements and making deliveries without dispatch notes. Another critical mistake is delay in collection: proceedings started after the debtor's financial condition has deteriorated rarely produce results, and the older a receivable gets, the lower its collectability. Having the business's contract, invoicing, and collection processes legally audited once a year is a low-cost measure that prevents nearly all of these mistakes.
Example scenario — abrupt termination of a dealership agreement
(The following example is fictional, constructed to illustrate a common case type; it does not refer to any actual client or case.) A food distributor approaches us claiming that the manufacturer it has worked with for years terminated the contract on one day's notice and refuses to take back the products in its stock. In such a file, the first review targets the contract text: the termination notice period and the stock return and non-compete clauses are scanned; the form of the termination notice (whether the KEP/notary requirement was observed) is then checked. The list of claims is built on the loss of profit arising from the failure to observe the notice period, the stock price, and, where applicable, portfolio/equalization-type claims; the mandatory pre-litigation mediation stage is planned. This scenario shows how, in commercial files, the outcome flows from the relationship between the contract text and compliance with the required form of notice.
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Services We Provide in This Area
- Drafting, reviewing, and negotiating commercial contracts
- Commercial receivable claims
- Disputes arising from checks, promissory notes, and bills of exchange
- Unfair competition and protection of commercial reputation claims
- Distributorship, dealership, franchise, and supply agreements
- Transfer and pledge of commercial enterprises
- Transport and logistics law disputes
- E-commerce law and distance-selling compliance
- Traffic accident claims for pecuniary and non-pecuniary damages and vehicle diminished value
- Comprehensive (kasko), homeowner's, and business insurance disputes, Insurance Arbitration Commission applications
Frequently Asked Questions
Commercial Law: Frequently Asked Questions
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