06.ANA METIN ingilizce.18

authority granted shall comprise of the ordinary business of an enter-

prise. The authority of commercial proxies may be limited, as opposed

to that of the commercial representatives. Unless expressly authorized,

commercial proxies may not realize certain transactions, including fil-

ing of lawsuits or participating in and following up pending lawsuits.

It is accepted that the execution of an arbitration agreement may not be

considered to be an ordinary task. Therefore, unless expressly specifi-

cally authorized to do so, commercial proxies may not execute arbitra-

tion agreements on behalf of the merchant.

Commissioners and marketers are subject to the rules governing

the power of attorney (Art. 520/2 and 532/2 TCO). Therefore, specific

authority is required for them to execute arbitration agreements.

Agencies that are independent auxiliaries contractually undertake

to permanently act as intermediary for agreements, or execute agree-

ments on behalf of the merchant regarding a commercial enterprise

within a designated territory (Art. 102 Turkish Commercial Code No.

6102

(“TCC”)). An agent must be expressly authorized in order to

conclude agreements on behalf of the merchant (Art. 107 TCC).

Therefore, specific authority is necessary for execution of arbitration

agreements by agents.

Consequence of Lack of Specific Arbitration

The rulings of the Supreme Court of Turkey requires the existence

of specific authority in order for a representative to execute an arbitra-

tion agreement, and to declare arbitration agreements concluded in the

absence of such specific authority as null and void. A ruling of the

Assembly of Civil Chambers dated 22.2.2012 and no. 11-742/82

which reads “

… Accordingly, in order for a representative to conclude

an arbitration agreement, specific authority must be granted.

Otherwise, the arbitration agreement [to which its] principal [is a

party] is legally null and void…

” approved the dismissal of a local

court’s decision that declared there was no authority to review a dis-

pute due to the existence of an arbitration agreement. Scholars also

believe that a lack of authority relates to public policy that needs to be

198

NEWSLETTER 2014

Official Gazette 14 February 2011, No. 27846. The TCC entered into force on 1 July 2012.

(accessed on 5 January 2015).