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mandatory under a specific law. As there are no specific laws requiring
any such mandatory form (including the relevant provisions of the
TCC governing agency contracts) a distribution contract may even be
entered into verbally. Notwithstanding the foregoing, in light of Civil
Procedures Law No. 6100, a written document.
i.e.
a document signed
by a principal and an agent, is required to prove the valid existence of
a contract if the disputed amount exceeds TRL 2500 (approx. Euro
1100) should there be any disputes regarding the agency relationship.
Termination of Distribution Contracts
Legal scholars and Turkish legal practice provide six forms of ter-
mination for distribution contracts. These are; (i) mutual termination,
(ii) ordinary termination (without cause) where a distribution relation-
ship is established for an unlimited period of time, (iii) expiry, in the
case of a distribution relationship established for a limited period of
time, (iv) termination for cause, (v) bankruptcy of either of the parties,
(vi) death of distributor/suspension of his civil rights.
Where a contract ends by mutual termination, it is necessary for
both parties to agree on the termination of the contract as well as the
terms of termination. Apart from that, the expiry of the contract, the
bankruptcy or death of one party are also reasons which usually do not
cause any legal discussion or dispute. Therefore, our legal analysis on
termination of distribution contracts will focus on the scenarios where
there is ordinary termination and termination for cause.
a) Ordinary Termination (Without Cause)
Article 121 of the TCC provides that either party may declare ter-
mination of an indefinite-term agency contract by giving three months
prior notice to the other party. Turkish legal doctrine accepts that this
three-month notice period also applies to distribution contracts
2
and
this approach is also followed in Turkish legal practice. However, in
LAW OF OBLIGATIONS
293
2
İşgüzar
, Tek Satıcılık Sözleşmesi, p. 143 et seq., Tandoğan, Tek Satıcılık Sözleşmesi, p. 29 et
seq. In some instances, the Supreme Court of Cassation note that the notice period should be
determined in view of “the circumstances surrounding the case, the nature and economic weight
of the contract, the nature of the parties” (see 11. HD T. 15.01.1992, E. 1990/001959, K.
1992/000096).