NEWSLETTER-2017

33 COMMERCIAL LAW allocation of profit and loss in the contract, the principle of equality shall prevail 9 . Partners can regulate the terms of allocation regarding the man- agement of partnership including, but not limited to, the allocation of profit and loss under the joint venture contract. Determination of the terms regarding the management and decision-making of a partnership that is composed of two independent entities is significantly vital for the operation of a joint venture, and in reaching the joint purpose in the most profitable manner. In order to prevent blockages arising in the management of the joint venture, as well as joint liability to the owner arising therefrom, it is advisable to add a deadlock clause to the contract. Deadlock clauses that are formulated in detail have great importance in maintaining operations and reaching the joint purpose without delay in spite of the blockages arising in the process of man- agement of the partnership. The choice of law that the partnership relation is subject to should be made carefully according to the qualification of the joint purpose, in order to determine the obligations of the partners of a contractual joint venture to each other, and to resolve disputes arising from these obligations. Parties come together to realize specific objectives, and all of the deeds that are undertaken by contract are oriented to reach the joint purpose and to profit. In this respect, it is evident that a contractual joint venture constitutes an ordinary partnership with no legal person- ality. Conclusion As a result of a wide range of investments, especially in the areas of infrastructure, construction, energy and mining, corporations are willing to participate in projects to combine their forces and to use each of their specialties and means of financing together, thereby cre- ating a stronger union. This tendency among corporations results in the propagation of the notion of ‘joint venture.’ 9 Dayındarlı, p. 54.