Common Intention in Contract Interpretation

Legal Article · 12 November 2026
Av. Thomas Andreas Di Constantinople

A contract's type and content are not determined solely by its heading or words. Article 19 of the Turkish Code of Obligations focuses on the parties' actual common intention. This prevents an incorrect term or wording concealing the true purpose from determining legal characterisation by itself.

The whole contract, negotiations, statements, and manner of performance together inform common intention. Reading a provision in isolation may overlook consistency with other terms. A later unilateral wish cannot, however, replace the common intention at formation.

Interpretation is not an unlimited means of adding obligations the parties never undertook. Determining a declaration's meaning differs from filling a contractual gap. Mandatory provisions and statutory form also cannot be neutralised through interpretation; this limit matters particularly in form-bound transactions.

Pre-drafted standard terms have a special interpretation rule. Under Article 23 of the Turkish Code of Obligations, unclear or ambiguous terms are interpreted against the drafter and in favour of the other party. Application first requires assessment of whether the term is standard and genuinely unclear. Not every contractual dispute can be resolved through the same interpretive method.

Legal Basis: Turkish Code of Obligations No. 6098, Articles 19 and 23. Official legislative text.

This article has been prepared for general legal information purposes.