What is Culpa In Contrahendo?

What is Culpa In Contrahendo? | Izmir Lawyer

Culpa in contrahendo, a Latin term meaning liability arising from fault in contract negotiations, is based on the principle of good faith. It refers to the parties' obligations to exercise due diligence, provide information, and protect others during the formation of a contract, based on a relationship of trust similar to a contract.

Although the principle of culpa in contrahendo is not regulated within the scope of the Turkish Code of Obligations, it is stated in legal doctrine that it applies within the scope of Article 2 of the Turkish Civil Code.

Turkish Civil The law Article 2 – “Everyone must abide by the rules of honesty when exercising their rights and fulfilling their obligations. The legal system does not protect the blatant abuse of a right.”

Relevant Supreme Court Decisions

Court of Cassation, 11th Civil Chamber, Case No: 2020/4933, Decision No: 2021/2006

As stated in the Supreme Court's General Assembly of Civil Law's ruling dated February 13, 2013, numbered 2012/13-1220 and 2013/239, it is not always possible to find solutions to some legal problems arising from the rapid development of social life within the classical sources of liability, namely tort, contract, and unjust enrichment. For such situations where the laws cannot provide a solution, new legal institutions and types of liability have been established in legal doctrine. One of these newly determined types of liability is... Liability arising from contract negotiations (culpa in contrahendo) can be defined as the liability that arises when one party acts against the principle of good faith towards the other during contract negotiations. This is because the commencement of contract negotiations creates a legal relationship, or in other words, a relationship of trust, between the parties. This relationship of trust, in accordance with the principle of good faith expressed in Article 2 of the Turkish Civil Code, gives rise to certain duties of care, such as protecting the interests of the other party, providing notification and information, not giving false assurances, and not betraying trust. The provisions relating to breach of contract apply to breaches of these duties of care.

In the specific dispute at hand, the plaintiff-counterdefendant claims that they made certain investments relying on a contract to be signed with the defendant-counterclaimant, but the defendant awarded the distributorship to another company, and therefore seeks compensation for the damages incurred due to these expenses and investments. Considering the entire case file, and especially the email correspondence between the parties, it is clear that the plaintiff-counterdefendant made certain expenditures and investments with the expectation that a contract would be concluded. In light of the above explanations, the plaintiff-counterdefendant's claims should be examined according to the rules of liability arising from contract negotiations. In such a case, the plaintiff-counterdefendant can claim damages arising from necessary expenses incurred with the expectation of a contract, which are directly and appropriately linked to the plaintiff's claims. Regarding the counterclaim, the defendant-counterclaimant must prove the existence of the receivables on which their claim is based with duly valid evidence.

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