Form of Contract

Also known as: Form Requirement, Written Form, Official Form, Formal Validity, Sözleşmenin Şekli, TCO Article 12

In short

The requirement that a contract be made in writing, in official form or in another form prescribed by law or agreed by the parties, for validity or for proof.

Under TCO Article 12, the validity of contracts is not subject to any form unless the law provides otherwise. A form prescribed by law is, as a rule, a condition of validity: a contract made without it has no effect.

Types of Form

Written form: A text bearing the signature of those undertaking obligations. Examples: suretyship, current account, employee non-compete, contracts on intellectual property rights and licence agreements.
Official form: A contract made before an authorised official. Examples: sale of real estate (land registry), promise to sell real estate (notary).
Form agreed by the parties: If the parties agree a form for a contract not subject to statutory form, they are presumed not to be bound until that form is complied with (TCO Article 17).

Signatures and Electronic Signatures

In written form, the signature is handwritten by the person undertaking the obligation. A secure electronic signature has the same legal effect as a handwritten one. However, transactions subject by law to official form or special formalities, and security agreements other than the statutory exceptions, cannot be concluded by secure electronic signature.

Amendments and Preliminary Agreements

Amendments to a contract subject to written form must also be in writing, except supplementary terms that do not contradict the contract (TCO Article 13). A preliminary agreement is generally subject to the form of the main contract.

Form and Proof

Form for validity differs from form for proof. The Code of Civil Procedure requires legal transactions above a certain amount, updated annually, to be proven by documents. Making informal contracts in writing therefore makes proof easier in later disputes. Between merchants, e-mails and correspondence are also assessed as evidence.

Frequently Asked Questions

Is an oral contract valid?

Unless the law prescribes a form, an oral contract is valid. But since legal transactions above a certain amount must be proven by documents, proving an oral contract in court may be difficult.

Which contracts require official form?

For example, the sale of real estate is made in official form at the land registry, and a promise to sell real estate must be executed before a notary. Contracts such as gift promises, suretyship and non-compete agreements require written form.

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