Commercial Code And Distribution Contract
I have a verbal agreement with a local turkish distributor, and I would like to know how to end this agreement and if any penalties may be imposed on my company.
Therefore, I am trying to get hold of an English version of the Turkish Commercial Code.
I am only guessing this is ruled in the commercial code, but maybe there is a special law?
Any help would be very much appreciated
Re your verbal contract
You need to send a formal notice through a turkish notary public(any will do) declaring formally that you are ending all your business relationship etc with the other party giving him proper deadlines or timelines to finish up whatever needs to be done to avoid inflicting any penalties. It must be sent to the other party by the notary via the fast postal service (APS) to make sure that the other party has received it. The notice should be drafted in Turkish properly and clearly, must be done by a turkish lawyer.
In addition, the English version of the COmmercial Code doesnt exist. Besides it would not have been of any help to you even if there was one as the codes dont use the plain words even for a turkish person.
I am guessing you are a foreign national in which case the notary will require a sworn translator to do the job - all of which you would have to pay for- albeit not too much.
Av. Gulay Cagli, LL.M
I regret to say that the information contained in Gulay Cagli's message is not accurate. Formal notice does not mean that it has to be sent from notary public. A registered return receipt letter will serve the same purpose which can be in any language. The English version of the Commercial Code is also available. There may be no need to terminate the verbal contract, since it may not be deemed concluded depending on the circumstances under Turkish law. Assuming that the goods are to be supplied by your company to Turkey, I assume that Turkish law would apply, and therefore your commitments must be evaluated under this law to give you a better idea about your position. (IH)
1. Formalisation of a notice by notary, in this instance, is not a necessity but a precaution which makes it easier to prove.
2. İf you claim the availability of the whole TCC in English, please let us have a copy.
3. Manu questionshow to "conclude" the verbal contract, not the "need" .
It has been a long time since I visited the site, and therefore, I have now the opportunity to reply to Mr Akpunar's message.
As far as I understand from Manu's message, he was not asking how to conclude a verbal contract, as indicated by the forum administrator but how to end a verbal contract. In my experience, it is necessary to evaluate whether the verbal contract he refered to in his message is actually a valid contract concluded according to Turkish Law. In addition, since Gulay used "must" in her answer, I felt like reminding that it was not a necessity to send a notice through notary public, as the forum administrator stressed that it was a precaution. With regard to translation of the Turkish Commercial Code, I am rather disturbed by the tune of the forum administrator's statement indicating that my explanation on this regard was a "claim." Actually, if he is unaware of the translation of the code, this should not lead to define my explanation as a "claim" and put me in a position to prove it by means of providing him with a copy of the translation, which I would not do under any circumstances.
It would be helpful to know what, if anything, is actually in dispute within the verbal agreement. Were you made aware of any penalties that may be imposed if the contract was broken? If any penalties were not made clear to you when the agreement was made, then the contract itself could be invalid.
Av. Ali Kemal ATCEKEN LLM
I am afraid the answer from Mr Atceken is irrelevant. The question from Manu was; (i) how to end a verbal contract, (ii) if any penalties may be imposed on his company.
Therefore, it is necessary first of all to determine whether the contract was valid and binding under Turkish Law. Assuming that it was a valid contract, either parol or written, then it would be necessary to determine whether any penalties were imposed in the contract, save that any penalties exceeding the limit indicated in Turkish Law of Civil Procedure can be challenged by relying on the rule of "written evidence", in which case the party demanding penalty has to prove his right to penalty by a written agreement or written covenant. However, even if there was no provision in the written contract with regard to penalty, the distributor is entitled to ask for his damages under Turkish Law, because of the termination of the distributor agreement. Whether the distributor may be successful in this claim is another issue, which I do not wish to discuss here.
In this regard, a lawyer should check out the provisions relating to consequences of termination of agent agreements without just reasons under Turkish Law. Thus,the statement from Mr Atceken as "If any penalties were not made clear to you when the agreement was made, then the contract itself could be invalid." is irrelevant. In other words, even if the penalties were not made clear in the contract, this would not lead to determine the agreement "invalid" as alleged by Mr Atceken. In my opinion Manu was not asking merely the penalty in the sense of penalty clause in the Turkish Law of Obligations but any financial burden on his side which may arise from termination of the distributor contract by him. Even if this is not the case, it is a lawyer's professional duty to remind him that he may be subject to payment of damages because of unjust termination of the distributor agreement by him even if there was no provision in the contract in connection with payment of penalty or damages. Furthermore, it would be wise to remind him that even if it was agreed in the distributor contract that no damages would be payable to the distributor in case of termination of the contract by the principal, irrespective of whether such termination was unjust, this provison might be deemed null and void. Consequently, such statement from Mr Atceken that "the contract itself could be invalid if any penalties were not made clear to Manu (the principal) when the agreement was made" is, dare I say it, totally irrelevant and untrue.(I.C.H.)
I am only popping by to say it is becoming such a pleasure to read these messages - thanks for showing such interest, and bite for our brains.
I am sure Manu has obtained as much as s(he) would have from a fantastic free site!
Merhaba! Good afternoon! Nasilsiniz? I hope I said that right. My wife is a student studying International Business in Krakow, Poland and we are having some trouble finding information that we need for her to complete a school project. I have looked exhaustively for the information, and while I have found a great deal of vague outlines I have no legal documents to reference or cite. I cannot seem to find the Turkish Commercial Code, Civil Code, Code of Obligation or official, detailed tax information written in English and would certainly appreciate any guidance or help You could give me. Please find a copy of the information I need below.
The paper is due Wednesday and my wife called me in a panic this morning so I am now charged with the task of locating the information. If it is too much trouble or too late when You receive this email, I understand and wish You a happy new year and the best to You and Yours!
Here is the copy of the outline for the project. All I really need is a legal reference to find the answers.
General issues, evaluation, conditions:
1. Short paper showing the core of the problem(up to 5 pages)
2. Answers to questions when answering, u have to quote legal ground
3. Presentation of normative acts, documents, essays, bibliography (on CD)
Research 1. : Commencing and conducting economic activity by natural persons in a comparative perspective
1. The definition of entrepreneur-
2. The def. of economic activity
3. What is the basic legal act regulating business activity?
4. Entering the register as a condition for commencing economic activity
- do u have to enter the register before u start or later,
- what register
- is it the same as for companies and partnerships
- what is the procedure of entering register(written, electronic, both)
- can u start just after u apply or after official confirmation
- what data are u obliged to submit to the register when u start
- do u get any official number
5. Tax issues
-when u register as an entrepreneur - do u have to register yourself for tax purposes, or is it done automatically when u enter economic activity register
what is the level of taxation? Is it a general system for all natural persons or a special one for business? Can u choose?
6. Social insurance issues
- when u register as an entrepreneur do u have to register urself for social insurance purposes, or is it done automatically when u enter the economic activity register?
Research 2. : Corporate Income Tax in a comparative perspective
1. What legal act regulates CIT?
2. What is a personal scope of this CIT act (what entities are covered, what types of legal/juridical persons are not covered , and why?)
3. What items are treated as income?
4. What items ..as costs?
5. What is a level of net income taxation?
6. What r the exceptions (what situations r excluded from the general regulation on taxation?)
Jeffrey M Sullivan
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