Law of Obligations

LAW OF OBLIGATIONS (BORÇLAR HUKUKU) An obligation (borç) = legally enforceable duty to give something, to do something or to refrain from doing somethingAn obligation (borç) = legally enforceable duty to give something, to do something or to refrain from doing something Sources of obligations:Sources of obligations: Legal transactions, especially contracts (hukukî işlemler; özellikle sözleşmeler)Legal transactions, especially contracts (hukukî işlemler; özellikle sözleşmeler) Tortious liability (haksız fiilden doğan sorumluluk)Tortious liability (haksız fiilden doğan sorumluluk) Unjust enrichment (sebepsiz zenginleşme)Unjust enrichment (sebepsiz zenginleşme)

Contract law Contract law A contract = Exchange of assents between the contracting parties that creates a legally enforceable obligation A contract = Exchange of assents between the contracting parties that creates a legally enforceable obligation C. Obl. Art. 1: “ A contract requires a mutual agreement of the parties. This agreement may be either express or implied.” C. Obl. Art. 1: “ A contract requires a mutual agreement of the parties. This agreement may be either express or implied.”

Valid contract Valid agreement (offer + acceptance = agreement) Valid agreement (offer + acceptance = agreement) Legal competence of the contracting parties Legal competence of the contracting parties Genuineness of assents Genuineness of assents Legal cause Legal cause Legal subject matter Legal subject matter Form required by the law Form required by the law

Offer and Acceptance Offer (icap): declaration of willingness to enter into a contractual relationship; unilateral legal transaction binding the offerorOffer (icap): declaration of willingness to enter into a contractual relationship; unilateral legal transaction binding the offeror Conditions for an offer to be binding:Conditions for an offer to be binding: Serious intentionSerious intention not a joke etc., not just an opinion or a statement of intentionsnot a joke etc., not just an opinion or a statement of intentions catalogues, price lists, circulars etc. are not considered offers, they are only invitation to make an offer (icaba davet)catalogues, price lists, circulars etc. are not considered offers, they are only invitation to make an offer (icaba davet) display of goods with price quotations is an offerdisplay of goods with price quotations is an offer the offeror may decline his liabilitythe offeror may decline his liability

Definite and certainDefinite and certain acceptance will result in a contractacceptance will result in a contract all essential elements of the future contract need to be presentall essential elements of the future contract need to be present CommunicatedCommunicated to the offereeto the offeree to the general publicto the general public

Duration and termination of the offer How long will the offeror remain bound? How long will the offeror remain bound? An offer is effective once it has been received by the offeree An offer is effective once it has been received by the offeree

Revocation Must arrive before or at the same time with the offer, or latest even when arriving subsequently learned by the offeree before s/he learns about the offer Must arrive before or at the same time with the offer, or latest even when arriving subsequently learned by the offeree before s/he learns about the offer The offeror may reserve a right to revoke or change the offer at any time The offeror may reserve a right to revoke or change the offer at any time

Lapse of time Period of time specified in the offerPeriod of time specified in the offer If no time period specifiedIf no time period specified offers to persons present need to be answered immediatelyoffers to persons present need to be answered immediately offers to persons absent need to be answered in a reasonable period of timeoffers to persons absent need to be answered in a reasonable period of time

“Reasonable period of time”: time for the offer to reach the offeree, time to consider the offer, time for the answer to reach the offeror “Reasonable period of time”: time for the offer to reach the offeree, time to consider the offer, time for the answer to reach the offeror The offeror may presume that the offer arrived in due course and time The offeror may presume that the offer arrived in due course and time A late acceptance is a new offer A late acceptance is a new offer If the acceptance was sent in due course and time, but arrived unreasonably late, the offeror needs to notify the offeree about lateness, otherwise the offeror is bound If the acceptance was sent in due course and time, but arrived unreasonably late, the offeror needs to notify the offeree about lateness, otherwise the offeror is bound

Dead or loss of legal capacity does not revoke the offer, unless connected with personality Dead or loss of legal capacity does not revoke the offer, unless connected with personality Destruction of the subject matter creates objective impossibility which makes the offer null and void Destruction of the subject matter creates objective impossibility which makes the offer null and void A distinct refusal terminates the offer A distinct refusal terminates the offer An acceptance after refusal is a new offer An acceptance after refusal is a new offer A counter-offer is a rejection of the original terms and terminates the offer A counter-offer is a rejection of the original terms and terminates the offer

Acceptance (kabul) Unilateral legal transaction that binds the offeree Unilateral legal transaction that binds the offeree Only the offeree is entitled to give the acceptance Only the offeree is entitled to give the acceptance Offers to general public: those that meet the conditions Offers to general public: those that meet the conditions May be express or implied May be express or implied Must be unequivocal (matches the offer perfectly); otherwise considered a counter-offer Must be unequivocal (matches the offer perfectly); otherwise considered a counter-offer

Timeliness: has to be made before the offer terminates Timeliness: has to be made before the offer terminates Has to be communicated to the offeror Has to be communicated to the offeror “Silence is no acceptance” but it can be concluded from the nature of the transaction or from circumstances that no express acceptance is not expected; then bound unless refused in a reasonable period of time “Silence is no acceptance” but it can be concluded from the nature of the transaction or from circumstances that no express acceptance is not expected; then bound unless refused in a reasonable period of time In commercial transactions, letters of confirmation (teyit mektubu) are considered accepted if not rejected in eight days In commercial transactions, letters of confirmation (teyit mektubu) are considered accepted if not rejected in eight days Rules about revocation same as for offer Rules about revocation same as for offer

What is a letter of confirmation (teyit mektubu)? Şifahen,telefon veya telgrafla yapılan mukavelelerin veya beyanların muhte- vasını teyit eden bir yazıyı alan kimse, aldığı tarihten itibaren sekiz gün için de bir itirazda bulunmamışsa teyit mektubunun yapılan mukaveleye ve beyanlara uygun olduğunu kabul etmiş sayılır. Şifahen,telefon veya telgrafla yapılan mukavelelerin veya beyanların muhte- vasını teyit eden bir yazıyı alan kimse, aldığı tarihten itibaren sekiz gün için de bir itirazda bulunmamışsa teyit mektubunun yapılan mukaveleye ve beyanlara uygun olduğunu kabul etmiş sayılır.