Hardship and Adaptation of a Contract

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

Economic or factual changes after formation do not automatically extinguish an obligation. Article 138 of the Turkish Code of Obligations permits adaptation to new conditions where specified cumulative requirements are met. Unlike total impossibility, this mechanism concerns performance becoming excessively difficult.

The change must arise from an extraordinary situation neither foreseen nor reasonably expected to be foreseen at formation. It must not originate from the debtor and must alter the initial circumstances against the debtor so severely that demanding performance would breach good faith. Every price increase or income reduction does not alone meet these requirements; assumed contractual risk must also be assessed.

The debtor must not yet have performed or must have performed with rights arising from hardship reserved. Adaptation is a legal result sought from the judge; requesting it does not unilaterally change the terms. Nor does the request automatically stop performance or enforcement.

If adaptation is impossible, withdrawal may arise. In continuing contracts, termination generally replaces withdrawal. The article may also apply to foreign-currency obligations, but denomination in foreign currency does not automatically justify adaptation. Conditions must be established separately for each contract.

Legal Basis: Turkish Code of Obligations No. 6098, Article 138. Official legislative text.

This article has been prepared for general legal information purposes.