Proposal and Declaration of Will: When is a Contract Formed?

Although contracts may seem simple in everyday life with the phrase "we agreed," legally mutual and congruent declarations of intent . The Turkish Code of Obligations (TBK) regulates this moment of formation and the necessary declarations in detail. Much of the dispute revolves around questions such as, "Did the parties truly agree to the same thing?", "Was this message a proposal or an invitation to propose?", "Did the acceptance arrive on time?", and "Does silence constitute acceptance?"

According to the Turkish Code of Obligations, a contract is formed when the parties express their intentions explicitly or implicitly , mutually and in accordance with each other. From this point onwards, "offer" and "acceptance" constitute the core of the contract.

1) What is a Declaration of Will? The Distinction Between Explicit and Implicit Declarations

A declaration of intent is a statement of will that a person makes to the outside world with the aim of producing legal consequences. This declaration explicit (written/oral) or implicit (through behavior). The Turkish Code of Obligations explicitly acknowledges this duality.
For example, "I am buying 10 items at this price" is a written declaration, while completing the purchase by paying at the cashier is, in most cases, an implicit declaration.

The important point is this: an implicit statement is not "mind reading." The behavior must be understandable as an expression of willingness to accept something within the bounds of honesty and the ordinary course of life

2) What is a Proposal (Offer)? Which Statement is Considered a "Proposal"?

An offer is a sufficiently specific declaration of intent that, if accepted is capable of forming a contract on its own. In practice, the "certainty" threshold of an offer the essential elements (such as the subject matter, price, and parties) are stated either explicitly or in a way that can be determined.

The Turkish Code of Obligations also stipulates that if the parties have agreed on essential points, the failure to discuss secondary details does not invalidate the contract. This provision provides a legal basis for agreements of the "we've agreed on the main terms, details later" type, frequently seen in commercial practice, to be valid when properly structured.

3) Time-Limited Offer and Binding Nature: “My offer is valid until this date”

If the proposer has set a deadline for acceptance, they are, as a rule, bound by their proposal until that deadline. If acceptance is not received by the proposer within that time, the proposer is released from their obligation.
In practice, this demonstrates why the phrase "Valid for X days" included in proposal letters/emails is critical: setting a deadline reduces uncertainty and simplifies proof.

4) Indefinite Proposal: The Difference Between “Those Who Are Ready” and “Those Who Are Not Ready”

The Turkish Code of Obligations establishes two separate rules regarding proposals without a specified time limit, depending on "whether the parties are in communication or not":

• Among those present (during face-to-face or direct communication): If a proposal made without specifying a timeframe is not accepted "immediately," the proposer is released from the obligation. Direct communication via tools such as telephone/computer also falls under this category.

• Among those not ready: The proposer is considered bound until a timely and proper response is expected. Furthermore, if a timely acceptance is received late and the proposer does not wish to be bound, immediately inform the other party.

This distinction is particularly crucial in email/messaging-based work: the defense of "I withdrew my offer" is not always easily accepted due to commitment periods and notice obligations.

5) Acceptance Statement: Obligation to Say "Yes" Under the Same Conditions

Acceptance is a declaration of intent in accordance with the offer. If the acceptance statement modifies, adds new conditions, or changes the price/subject matter, in practice this is often a counter-offer ." This is especially common in email negotiations: the phrase "I accept, but let's make the delivery in 30 days" in most cases does not constitute a contract; it gives rise to a new offer.

6) The Issue of Implicit Acceptance and "Silence"

The general rule is that silence is not considered acceptance. However, the Turkish Code of Obligations stipulates that in cases where explicit acceptance is not required by law, the nature of the work, or the circumstances, the contract shall be deemed concluded if the offer is not rejected within a reasonable time.

This provision is commonly encountered in practice in the following areas:

• Established commercial relationship and order flow between the parties,

• Subscription/service relationships that involve "ongoing obligations,"

• Certain business practices where a rejection is expected as a matter of custom.

However, if the claim of an "automatic contract being established" is to be made under this heading, the history of the relationship, its business model, and customary practice must be presented with strong evidence.

7) Sending Something Not Ordered: "I sent it, consider it accepted." No

The Turkish Code of Obligations does not consider sending something unsolicited as a proposal and explicitly states that the recipient is not obligated to return or keep it.
This provision is a strong principle that protects the buyer, especially against aggressive sales methods, and preemptively eliminates the claim of "acceptance by silence" in such cases.

8) Showcase, Labels, Price Lists, and E-commerce: Is Displaying Always an "Invitation to Offer"?

The most debated issue in practice is: Is a product in a shop window, an advertisement on a website, or a listing on a marketplace a "recommendation" or an "invitation to recommend"?

The Turkish Commercial Code considers displaying goods with prices and sending documents such as price lists and tariffs as a suggestion, unless it is clearly and easily understood otherwise . This softens the classic "every display is merely an invitation" approach in a single sentence. In e-commerce, platform rules, stock-price error scenarios, automated approval/cancellation flows, and informational texts come into play. Therefore, the practical recommendation for websites is as follows:

• Terms such as "Your order will only be finalized after payment confirmation and seller approval" clearly and visibly presented.

• The cancellation mechanism for stock and pricing errors should be designed in accordance with the principle of fairness

• Clarifying the nature of confirmation emails (whether they are for information or acceptance).

9) Withdrawal of Proposal and Acceptance: A Race Against Time

According to the Turkish Code of Obligations, if the withdrawal notice reaches the other party before or at the same time , or even if it reaches them later but the other party learns of it before the offer, the offer is deemed not to have been made; the same rule applies to the withdrawal of acceptance.
This regulation provides the legal basis for the "I canceled it, but did the other party read it?" debates, especially in the age of instant messaging.

10) “The Moment of Judgment” and Long-Distance Relationships: When Does a Contract Take Effect?

In contracts concluded between parties who are not present, the Turkish Code of Obligations stipulates that the contract from the moment the acceptance is sent ; and in cases where explicit acceptance is not required, it takes effect from the moment the offer is received.
This provision can be used as a "milestone" in many discussions, such as the commencement of interest, the date of default, and the transfer of risk.

Conclusion

The declarations of intent regarding offer and acceptance are the most fundamental elements determining the "moment of formation" of a contract. The Turkish Code of Obligations (TBK) has established a detailed system covering topics such as time-bound/unlimited offers, the distinction between ready and unready items, implicit acceptance, sending unsolicited goods, display and price lists, withdrawal, and the moment of effect.
In practice, success depends on the clarity of the offer text, the structure of the time-channel-proof (KEP/registered/corporate e-mail), clearly demonstrating the conformity of the "acceptance" to the conditions, and correctly designing the order flow in e-commerce.