Background
The plaintiff, a physician and faculty member at Çapa Medical Faculty, held 140 shares (70%) in a two-partner limited liability company whose primary business was healthcare and medical services. His wife held the remaining 60 shares (30%) and served as the company’s sole managing director, a role she had assumed at the time of incorporation because her husband’s academic position made it impractical for him to hold formal management authority. In practice, the plaintiff personally delivered all of the company’s medical services, with payments routed through the company’s accounts.
When the marriage deteriorated, the wife filed for contested divorce at Istanbul 14th Family Court (file no. 2022/273), and the plaintiff filed a counterclaim. Criminal investigations and disputes over child visitation added further hostility between the parties. In April 2022 the plaintiff sent a notarized notice demanding either a buyout of his shares or a convening of a general assembly; the director responded with her own notarized notice offering instead to transfer her own 30% stake at fair market value. No general assembly was ever held. The plaintiff then brought this action before Istanbul 4th Commercial Court seeking judicial authorisation to withdraw from the company under Article 638/2 of the Turkish Commercial Code (TTK), Law No. 6102.
The first-instance court granted the withdrawal on May 11, 2023, finding that the pending divorce and the irretrievable breakdown of personal trust between the two partners constituted just cause. The court declined to award costs against the defendant on the ground that she had not unilaterally caused the lawsuit to be filed. The defendant appealed to the Istanbul Regional Court of Appeals.
The Court’s Holding
The appellate chamber unanimously dismissed the defendant’s appeal on the merits pursuant to Article 353/1-b-1 of the Code of Civil Procedure (HMK). The court confirmed that TTK Article 638/2 allows any partner to seek judicial withdrawal whenever just cause exists, and that the just-cause standard requires an objective assessment of whether continuation of the partnership has become genuinely intolerable. After reviewing the pending divorce proceedings, the criminal files, child-contact disputes, and the parties’ own correspondence, the court found that serious, undisputed hostility between the two partners precluded any realistic joint management of the company, and that the personal trust relationship that had justified the original partnership structure had irreversibly collapsed.
The court rejected the defendant’s central argument that the plaintiff was barred from invoking just cause because he was allegedly the sole wrongdoer in the divorce. The question of matrimonial fault, the court reasoned, is exclusively a matter for the family court and cannot be re-litigated in commercial proceedings; its resolution has no bearing on whether the partnership relationship has become untenable in fact. The court likewise rejected the argument that the dispute between partners, standing alone, is insufficient without proof of actual mismanagement, finding instead that the combination of the divorce litigation, criminal matters, and child-custody conflict had rendered joint operation of the business materially and morally impossible.
Turning to the subsidiary arguments, the court held that no concrete evidence had been produced showing that the plaintiff had disclosed trade secrets, acted to harm the company, or that the company’s articles of association prohibited competition. The court further held that a partner cannot be compelled to remain indefinitely in a company with a spouse from whom he is seeking divorce, nor can he be forced to purchase the other partner’s shares as the only exit path. The defendant was ordered to bear the costs of the appeal.
Key Takeaways
- Under TTK Article 638/2, a partner in a two-person LLC may obtain judicial authorisation to withdraw when the irreversible breakdown of the personal trust relationship — here driven by contested divorce and related litigation — renders continued partnership intolerable, even without separate proof of corporate mismanagement.
- Matrimonial fault is a matter exclusively for family courts; a commercial court adjudicating a withdrawal claim need not — and should not — resolve which partner caused the marital breakdown.
- The principle that a wrongdoer may not rely on their own unlawful act (TMK Article 2 / TTK Article 245/2) does not automatically bar a withdrawing partner where fault in the underlying dispute is contested and has not been determined by a competent court.
- A competing buyout offer from the minority partner does not foreclose a withdrawal claim; partners cannot be legally compelled to purchase the other’s stake as the exclusive remedy.
- Allegations of competing business activity or bad faith require concrete evidentiary support; bare assertions are insufficient to defeat a just-cause withdrawal claim.
Why It Matters
This decision offers important guidance on the intersection of family law and corporate law in Turkey. It confirms that the breakdown of a marriage between co-partners in a closely held company can, by itself, satisfy the just-cause threshold for judicial withdrawal under TTK Article 638/2, provided the resulting hostility demonstrably impedes the company’s governance — regardless of which partner bears matrimonial fault. Practitioners advising married co-founders or spousal partners in Turkish LLCs should note that pending divorce proceedings may independently trigger withdrawal rights without the need to prove corporate misconduct.
The ruling also clarifies the limits of the “last resort” principle and the clean-hands doctrine in withdrawal litigation: a minority partner’s offer to sell their own shares does not extinguish the majority partner’s withdrawal right, and fault attributions from overlapping family proceedings cannot be imported into commercial cases where fault has not yet been judicially established. The decision is subject to further appeal to the Court of Cassation (Yargıtay) within two weeks of service.