287 / 522
ing or sell-out. In other words, liquidation is a refinement procedure,
having the aim of differentiation of the assets and liabilities of the part-
nership by evaluating the accounts and transactions of the company
and by drawing a balance
3
.
The Third Civil Chamber of the Court of Cassation (“Court of
Cassation”) recently rendered three different decisions regarding the
termination and liquidation procedures of ordinary partnerships. By
means of these decisions, the Court of Cassation sets the framework
and orders the procedure to be applied in liquidation of ordinary part-
nerships. Pursuant to the decision of the Court of Cassation numbered
2014/11009 E., 2014/15095 K. and dated 18.11.2014, the claimant and
the respondent formed an ordinary partnership with the aim to con-
struct the building which that is the subject matter. However, accord-
ing to the expert report, the construction of the building has been final-
ized and the aim of the partnership has been fulfilled. The Court of
Cassation has indicated that the request of the claimant regarding his
contribution to the ordinary partnership shall require termination and
liquidation of the partnership. Within this context, the Court of
Cassation has set a course of action for the courts to pursue in termi-
nation of ordinary partnerships.
Pursuant to these decisions, the court will initially determine
whether or not the partnership agreement contains a clause on the liq-
uidation procedure. Where such clause is available, the court will carry
out the procedure, accordingly. If no termination clause is available,
the court will require the partners to appoint a liquidator. If the partners
do not come to a conclusion in appointing the liquidator, the court will
ex officio
appoint a single liquidator, or three liquidators who are
experts on the scope of the partnership activity. The liquidation proce-
dure will be carried by the liquidator.
In the decision stated above, the Court of Cassation ordered that all
of the liquidation operations will be concluded within three stages,
comprising of three months each (these three-month periods may be
shortened or extended if required) and listed the liquidation operations
that will be conducted by the courts via liquidators. Pursuant thereto,
LAW OF OBLIGATIONS
271
3
Y3HD, E.2014/10535 K.2014/15088, T.18.11.2014 (Yargıtay Kararları Dergisi, Volume: 41,
Number: 2, February 2015).