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Goodwill Indemnity of the Agent Pursuant to the
Turkish Commercial Code No. 6102
*
Att. Naciye Yilmaz
In General
Turkish Commercial Code No. 6102
1
defines the agent as “
a per-
son who is, on a continuous basis, professionally empowered by a con-
tract to act as an intermediary to facilitate or conclude transactions
within a specific geographical area or region on behalf of that com-
mercial enterprise, without being legally related to a commercial enter-
prise as a commercial representative, salesperson or an employee.
”
As a person conducting its activities on a continuous basis, the
agent creates goodwill for its principal, reinforces its principal’s rela-
tions with the customers, and introduces the trademark of the principal
to the customers. Subsequent to the end of the agency relationship, the
principal continues to derive benefits from the business with the new
customers; however, the agent may not claim any commission as the
agency agreement has terminated. This indemnity is entitled as the
goodwill indemnity of the agent. The goodwill indemnity is also
known as portfolio compensation or clientele indemnity. However,
goodwill indemnity is not an indemnity in a usual sense
2
. The purpose
of the goodwill indemnity is not to compensate for actual damage aris-
ing from the fault of a party, but to ensure, on an equitable basis, an
agent’s rights deriving from the clientele. Therefore, the fault of the
principal is not a prerequisite for entitlement to goodwill indemnity
3
.
64
NEWSLETTER 2015
*
Article of February 2015
1
Published in the Official Gazette dated 14.02.2011 and numbered 27846, and entered into force
on 01.07.2012.
2
ARKAN Sabih
,
Ticari İşletme Hukuku
, Ankara, 2011, p. 220.
3
KAYA Arslan
,
Türk Ticaret Kanunu Şerhi, Acentelik
, İstanbul, 2013, p. 231-232.