Background
The claimant provided after-sales maintenance and repair services under authorized-service arrangements with the defendant. It alleged that agreements dated June 2, 2016 automatically renewed for another year because neither party gave notice one month before expiration. According to the claimant, the defendant wrongfully disabled its access to the GSPN technical-service system in July 2018, preventing further work and causing lost income. The claimant initially sought TRY 100 plus commercial interest and later increased its demand to TRY 8,000.
The defendant maintained that the parties’ operative agreement was a three-year contract dated February 11, 2015. That contract would expire automatically unless the parties mutually agreed to renew it and also permitted termination on 90 days’ written notice. The defendant said the 2016 documents were prepared only to obtain Turkish Standards Institution certification, not to replace or renew the principal agreement. The İstanbul 10th Commercial Court agreed, found that the 2015 agreement had been terminated in accordance with its terms, and dismissed the action.
The Court’s Holding
The 17th Civil Chamber rejected the claimant’s appeal on the merits and affirmed the dismissal under Article 353(1)(b)(1) of the Code of Civil Procedure. Applying Article 19 of the Turkish Code of Obligations, the court held that contractual interpretation turns on the parties’ true and common intent. The record and expert report showed that the commercial relationship continued to operate under the detailed 2015 agreement, while the 2016 documents were prepared for certification purposes.
The court emphasized that the 2016 documents contained no provision displacing the still-operative 2015 agreement. It therefore declined to treat their automatic-renewal language as extending the authorized-service relationship. Because the defendant ended the 2015 agreement in accordance with Article 9 and then closed the GSPN system, disabling access was not a contractual breach supporting positive-damages or lost-profit recovery. The decision was unanimous and final.
Key Takeaways
- Turkish courts interpret related contractual documents according to the parties’ actual common intent and the manner in which they conducted their commercial relationship.
- A later document prepared for regulatory certification does not supersede an existing operating agreement absent language or conduct showing an intention to replace it.
- Closing a service-management system after valid termination did not constitute breach, even though an expert calculated the claimant’s alleged lost income at TRY 110,333.59.
Why It Matters
The decision illustrates that the title and renewal clause of a later document may not control when the broader record shows that it served a limited administrative purpose. Businesses using parallel operational and certification agreements should state expressly whether a later instrument replaces, supplements, or leaves the principal contract unchanged.
It also confirms that anticipated-profit claims depend first on establishing a subsisting contractual right to continue performing. Once the operative agreement was validly ended, the service provider could not characterize the resulting loss of system access and future work as compensable positive damage.