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Franchise Agreements under Turkish Law
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Att. Berna Asik Zibel
Definition
Under Turkish law, franchise agreement, being a
“sui generis”
type of contract, contains features of various other agreements (e.g.
sales & purchase agreement, agency agreement, service agreement,
mandate agreement) and provisions of the Turkish Code of Obligation
(“TCO”) and Turkish Commercial Code (“TCC”) that are relating to
these contracts may also apply to franchise agreements by way of
reference. Apart from that, franchise agreements are governed by the
general principles of Turkish law, those related to contracts.
The franchise agreements are defined by the doctrine
1
as well as
Turkish Court of Cassation
2
as follows:
“A franchise agreement is between two legally independent par-
ties. It gives the franchisee (i) the right to market a product or service
by using the franchisor’s trademark or trade name, (ii) the right to
market a product or service by using the franchisor’s operation meth-
ods (know-how), (iii) the obligation to pay a royalty fee for such rights.
It also obliges the franchisor to (i) provide know-how or license a
trademark (or another IP right) and (ii) to support the franchisee.”
Types
In general, there are two types of franchising; i) business format;
and ii) product distribution by licensing trademark.
Under the product distribution type of franchising, the franchisor
licenses its trademark and logo and provides its products to the fran-
chisee and the franchisee sells and distributes the products of the
franchisor under the given trademark license. In general, for such type
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NEWSLETTER 2012
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Article of May 2012
1
GÜRZUMAR, Osman Berat
; Franchise Agreements, Beta Yayımları, Istanbul – 1995;
pgs. 8-10.
2
Court of Cassation, 19 th Civil Chamber; 25.06.2001, 2001/819 E. - 2001/4917 K.