Formation of a Contract: Offer and Acceptance

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

Contract formation requires reciprocal and matching declarations of intent. Article 1 of the Turkish Code of Obligations recognises implied intention shown by conduct as well as express declarations. Nevertheless, a discussion, price enquiry, or draft does not invariably establish that a contract was formed.

An offer is a declaration sufficiently definite and intended to bind so that acceptance can form a contract. The acceptance period and the offeror's commitment depend on distinctions between time-limited offers and offers between persons present or absent. Direct telephone or similar communication counts as communication between persons present under Article 4 of the Turkish Code of Obligations.

If the parties agree on essential terms, leaving some secondary matters open does not necessarily prevent formation. A party treating a particular matter as indispensable requires separate assessment. Silence is not generally acceptance of every offer; the statutory, transactional, or circumstantial requirements of Article 6 of the Turkish Code of Obligations must exist.

Formation and validity are separate questions. Matching declarations may still fail to satisfy statutory form. For specially form-bound contracts such as property transactions, messages or oral agreement alone are insufficient. The evidentiary value of correspondence must not be confused with form required for validity.

Legal Basis: Turkish Code of Obligations No. 6098, Articles 1–12. Official legislative text.

This article has been prepared for general legal information purposes.