274 / 473
LAW OF OBLIGATIONS
261
agreements are ordinary partnership agreements pursuant to the Turkish
Code of Obligations Article 620, which constitutes an ordinary partnership
without legal personality.
Business Partnership carries all the elements of an ordinary
partnership. There is no limitation as to the parties of the agreement in a
Business Partnership. The presence of at least two real or legal persons
is sufficient. The validity of the agreement is in principle, not subject
to a form. There isn’t a different provision other than the provision for
the ordinary partnership regarding the partners’ participation shares. The
collective purpose andmutual endeavor for this purpose are present aswell.
In this regard, it is indisputable that the Joint Venture solely depending on
an agreement constitutes an ordinary partnership relationship which does
not have a legal personality; there is overall uniformity in the doctrine
7
and in judicial decisions with respect to this issue.
Conclusion
In light of the explanations made above, since participants in a
Business Partnership do not undertake specific parts of the business, do
not limit their liabilities in this context and are severally liable for the
whole work, these Business Partnerships do not qualify as consortiums.
Since participants in a Business Partnership can build up a partnership
by solely concluding agreements, instead of creating a legal person or
joining an already established company, these Business Partnerships
qualify as a “Joint Venture solely based on the conclusion of an agreement”.
Lastly, since Business Partnerships that qualify as a “Joint Venture
solely based upon the conclusion of an agreement” are considered
ordinary partnerships according to the doctrine and judiciary judgments,
it shall not have a legal personality.
7
Reha Poroy/ Ünal Tekinalp/ Ersin Çamoğlu,
Ortaklıklar ve Kooperatif Hukuku, N. 19b,
Şener Akyol
, Borçlar Hukuku(Özel Borç İlişkileri), II. Fasikül, Know How, Management,
Joint Venture ve Büyük Çaplı İnşaat Sözleşmeleri, İstanbul 1997, p. 75,
Sıtkı Anlam Altay
,
Anonim Ortaklıklar Hukuku’nda Sermayeye Katılmalı Ortak Girişimler, İstanbul 2009, p.
36, 51,
Kemal Dayınlarlı,
Joint Venture Sözleşmesi, Ankara 2007, p. 290,291,
Fahiman
Tekil,
Adi, Kollektif ve Komandit Şirketler Hukuku, İstanbul 1996, p. 80,
Ünal Tekinalp/
Gülören Tekinalp,
Joint Venture, Prof. Dr. Yaşar Karayalçın’a 65. Yaş Armağanı, Ankara
1988, p. 155, 164.