Force Majeure and Hardship in Turkish Contracts: When Are You Excused?

If an unexpected event makes your contract in Türkiye impossible or far more burdensome to perform, Turkish law may excuse you, end the contract, or let a court rewrite it — but the rules are narrower than many foreign businesses assume. The short answer is this: under the Turkish Code of Obligations (Türk Borçlar Kanunu No. 6098, the \"TBKTBKTurkish Code of Obligations No. 6098The statute behind almost every private agreement in Türkiye — contracts, liability for harm, lease, employment, agency and unjust enrichment.Glossary →\"), if performance becomes genuinely impossible through no fault of yours, the debt is extinguished (m.136); if it becomes not impossible but excessively difficult because of an extraordinary, unforeseeable event, you may ask a court to adapt the contract, or failing that to terminate it (m.138). \"Force majeure\" (mücbir sebep) is not a magic word that automatically releases you — what matters is the legal effect of the event and what your contract actually says. This guide explains the difference between impossibility and hardship, when a party is excused, how a force-majeure clause changes the picture, and how a Turkish court adapts (uyarlama) a contract.

Which law governs force majeure and hardship in Türkiye?

The core rules sit in the Turkish Code of Obligations (Türk Borçlar Kanunu No. 6098, "TBK"). Three articles do most of the work:

• TBK m.136 — subsequent impossibility (sonraki imkânsızlık). If performance becomes impossible for reasons the debtor is not responsible for, the obligation is extinguished.
• TBK m.137 — partial impossibility (kısmi imkânsızlık). If only part of the performance becomes impossible, the rules adjust the obligation accordingly.
• TBK m.138 — excessive difficulty of performance (aşırı ifa güçlüğü), i.e. hardship. Where an extraordinary, unforeseeable event makes performance excessively burdensome, the debtor may ask the judge to adapt the contract to the new conditions or, where adaptation is not possible, to terminate it.

Several other statutes can sit alongside these rules depending on the deal:

• Turkish Commercial Code (Türk Ticaret Kanunu No. 6102, "TTKTTKTurkish Commercial Code No. 6102The statute that governs merchants, companies, commercial paper, insurance and carriage — the framework a foreign business actually operates inside.Glossary →") for commercial contracts between merchants, where standards of foreseeability and diligence are stricter.
• International Private and Procedural Law (Milletlerarası Özel Hukuk ve Usul Hukuku Hakkında Kanun No. 5718, "MÖHUK") if your contract has a foreign element and you need to know whether Turkish law even applies.
• International Arbitration Law (Milletlerarası Tahkim Kanunu No. 4686) and the Code of Civil Procedure (Hukuk Muhakemeleri Kanunu No. 6100, "HMKHMKCode of Civil Procedure No. 6100The rulebook for how a civil case actually runs in Türkiye — which court, which steps, which deadlines, and what evidence counts.Glossary →") govern where and how a dispute over impossibility or adaptation is actually decided.

Impossibility vs hardship — the distinction that decides everything

The single most important step is to classify the event correctly, because the legal consequences are completely different.

Impossibility (imkânsızlık) — performance can no longer be done at all

Impossibility means the agreed performance has become genuinely impossible — not merely harder or more expensive, but no longer achievable. A classic example is a unique object that is destroyed, or performance that a new law has prohibited outright. Under TBK m.136, if this happens for a reason the debtor is not responsible for, the obligation is extinguished — you are released, and in a reciprocal contract a party who has already received the other side's counter-performance must return it.

Hardship / excessive difficulty (aşırı ifa güçlüğü) — performance is still possible, but punishing

By contrast, hardship under TBK m.138 covers the situation where performance is still possible but has become excessively difficult because of an extraordinary, unforeseeable event that arose after the contract was made. Here the contract is not automatically extinguished. Instead, the debtor may go to court to ask for adaptation (uyarlama) of the contract — and only if adaptation is not possible may the contract be terminated.

What counts as force majeure (mücbir sebep)?

Mücbir sebep — "force majeure" — is not a defined term that, once invoked, releases you by itself. It is a description of a certain kind of event. Turkish doctrine and the courts generally look for an event that is:

• External to the debtor and the debtor's sphere of operations (not something within your own organisation);
• Unforeseeable at the time the contract was concluded;
• Unavoidable / irresistible — it could not be prevented even with the care that could reasonably be expected; and
• Not caused by the debtor's fault, and it must actually cause the failure to perform (a genuine causal link).

Events often argued as force majeure include natural disasters, war, a general strike, or a sudden legal ban. But labels matter less than effect:

• A force-majeure event that makes performance truly impossible feeds into the impossibility rules (m.136–137) and can extinguish the debt.
• A force-majeure event that only makes performance excessively difficult feeds into the hardship rule (m.138) — adaptation first, termination only if adaptation fails.

There is also a related but distinct concept, beklenmeyen hâl (fortuitous event / unexpected circumstance), which arises from within the debtor's sphere of risk. The boundary between the two affects who bears the risk, so the classification is worth getting right with advice.

When is a party actually excused from performing?

Putting the rules together, whether you are excused depends on what the event did to performance and whether you were at fault.

You are generally released where performance is impossible without your fault

Under TBK m.136, true subsequent impossibility that is not attributable to you extinguishes the obligation. You must usually notify the other party promptly; if you delay and that delay causes additional loss, you can be liable for that loss. In a reciprocal contract, the party who is released cannot keep what they received from the other side for nothing — restitution applies.

Partial impossibility is handled proportionately

Under TBK m.137, if only part of the performance becomes impossible, the debtor is released from that part. But if the parties clearly would not have made the contract for the remaining part alone, the whole obligation may fall away. This is a fact-sensitive inquiry.

Pure inability to pay money is usually NOT an excuse

Commercial parties are held to a higher standard

Between merchants under the Turkish Commercial Code No. 6102, the bar for "unforeseeable" is higher, because experienced businesses are expected to anticipate and allocate ordinary commercial risks in their contracts. An event a prudent merchant should have foreseen — and could have addressed in the contract — is unlikely to excuse performance.

The role of a contractual force-majeure clause

The TBK rules are the default, but a well-drafted force-majeure clause can change how an event is handled — within the limits of mandatory law. Because Turkish contract law gives parties broad freedom of contract, your clause often controls the practical outcome.

A strong clause typically does the following:

• Defines the triggering events (and may exclude some), so you are not arguing later about whether a given event qualifies as mücbir sebep.
• Sets the consequences — for example, suspension of performance during the event, an extension of time, a right to terminate if the event lasts beyond a defined period, and how risk and costs are shared.
• Imposes a notice procedure — who must tell whom, in what form, and by when. Courts take these notice and mitigation duties seriously.
• Requires mitigation — an obligation to take reasonable steps to reduce the impact and resume performance.

One caution: a clause cannot override the mandatory core of Turkish law, and a court may interpret an ambiguous clause narrowly. The clearer your drafting, the more predictable the result.

Adaptation of the contract by a court (uyarlama under TBK m.138)

Where an extraordinary event makes performance excessively difficult but not impossible, TBK m.138 lets the debtor ask the court to adapt (uyarlama) the contract to the changed circumstances. Adaptation might mean adjusting the price, extending time, or otherwise rebalancing the deal so it is no longer crushingly one-sided. Only if adaptation is genuinely not possible may the court allow the contract to be terminated (rescinded).

The conditions the courts look for

Drawn from the text of m.138 and how it is applied, the typical requirements are:

• An extraordinary event that was not foreseen — and could not reasonably have been foreseen — by the parties at the time of contracting;
• The event is not caused by the debtor;
• The event has so changed the facts existing at signature that demanding performance on the original terms would conflict with the rules of good faith (dürüstlük kuralı);
• The debtor has not yet performed, or has performed while reserving its rights arising from the excessive difficulty; and
• The contract is not one that, by its nature, already allocated this exact risk to the debtor.

Important practical limits

• You cannot self-adapt. You do not get to unilaterally change the price or terms and call it adaptation. m.138 contemplates a court (or arbitral tribunal) deciding the new terms. Acting on your own version of "adaptation" can itself put you in breach.
• Reserve your rights. If you keep performing without reserving your hardship rights, you may be treated as having accepted the burden.
• It is exceptional. Adaptation is not a routine renegotiation tool. Ordinary market swings, ordinary inflation, and risks a prudent party should have priced in usually do not qualify.

What to do when a disruptive event hits your contract

If an unexpected event threatens your ability to perform a contract in Türkiye, a disciplined response protects your position regardless of how the event is later classified.

• Read the contract first. Check the force-majeure clause, any hardship/price-adjustment clause, notice requirements, the governing-law clause, and any arbitration or jurisdiction clause.
• Classify the event. Is performance impossible (m.136–137) or merely excessively difficult (m.138)? The answer drives everything that follows.
• Notify promptly and in writing. Tell the other side, follow any contractual notice procedure, and keep proof. Late notice can create extra liability.
• Document the causal link. Gather evidence that the event actually caused the failure or difficulty — not just that it happened.
• Mitigate. Take reasonable steps to limit the damage and to resume performance. A failure to mitigate weakens any later claim.
• Reserve your rights if you keep performing under protest, especially where you may later seek adaptation under m.138.
• Get advice before you stop performing or before you change terms unilaterally. Both moves carry breach risk if the event does not legally qualify.

Where these issues are likely — long-term supply, construction, distribution, or cross-border deals — it is far better to draft for them in advance than to argue about them after the fact. We assist foreign businesses in reviewing and drafting these clauses and in assessing whether impossibility, force majeure, or adaptation applies to a specific contract.

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