Jurisdiction Agreement under Article 17 of the Turkish Code of Civil Procedure: Definition, Conditions, Scope of Validity, and Preparation Guide for Implementation

1) Introduction: Why an Authorization Agreement?

In private law disputes, determining which court will hear the case is critically important in terms of procedural economy and predictability. A jurisdiction agreement is a procedural agreement that allows parties to predetermine the court (or courts) with territorial jurisdiction for their disputes. Article 17 of the Code of Civil Procedure (Law No. 6100) provides this possibility only for merchants and public legal entities ; Article 18 regulates the validity conditions of the agreement. The aim is to increase speed, trust, and predictability , especially among commercial actors , while ensuring that vulnerable parties (consumers, employees, etc.) are not left unprotected .

2) Definition and Legal Nature

A jurisdiction agreement is a procedural contract specific to procedural law that determines the jurisdiction by the will of the parties . The court specified in the agreement generally becomes competent to hear the dispute. A characteristic aspect of Article 17 of the Code of Civil Procedure is that, " unless the parties agree otherwise, " the choice has an exclusive effect; that is, unless the parties stipulate otherwise in the text , the lawsuit can only be filed in the designated court. This exclusivity, in practice, leads to the concentration of proceedings in a single judicial district and provides significant advantages to the parties in terms of cost, time, and tactical predictability.

3) Who can enter into an Authorization Agreement?

Article 17 of the Code of Civil Procedure limits :

• Traders (natural or legal persons registered as traders in the trade registry),

• Public legal entities (municipalities, universities, public institutions, etc.).

Conversely, clauses regarding jurisdiction in contracts with weaker parties, such as consumers or workers , are considered invalid . This is because specific protective jurisdiction rules exist in these areas. Similarly, a clause regarding jurisdiction in a contract with an ordinary natural person who is not a merchant (even if they do not qualify as a consumer) does not fall within the scope of Article 17 of the Code of Civil Procedure.

4) Validity Requirements (Code of Civil Procedure, Article 18)

For an authorization agreement to be valid, three essential conditions must be met:

1. Written form: This is a requirement for validity. The authorization can be made under a separate "authorization agreement" heading, or it can be included as an " authorization clause " within the main contract. Contracts with secure electronic signatures , as well as physical written texts, fulfill the written form requirement.

2. Specific or identifiable legal relationship: The jurisdiction clause must be concrete enough to indicate which disputes it covers . Vague, broad, and ambiguous phrases that encompass all relationships create risk. In practice, a phrase that covers related areas but keeps the subject specific is preferred, such as "all disputes arising from the formation, validity, performance, termination, and breach of this contract; including claims for torts or unjust enrichment related to the contract . "

3. Clear designation of the competent court: Instead of vague phrases such as "Istanbul courts," the location and type of court should be clearly stated, such as " Istanbul (Çağlayan) Commercial Courts of First Instance " or " Ankara Commercial Courts of First Instance . " The Code of Civil Procedure allows for the selection of one or more courts ; in this case, each court must be clearly and unambiguously designated.

Important: A power of attorney agreement is procedural in nature and is often considered divisible . In practice, even if the main contract is invalidated, solutions are encountered where the written power of attorney clause remains independently valid. Including a clause on " severability " is a practical measure to reinforce this effect

5) Exclusive Effect – “Unless otherwise agreed”

Article 17 of the Turkish Code of Civil Procedure stipulates that, unless the parties request otherwise, the court determined by contract exclusive jurisdiction. In practice, this leads to the following two interpretations:

• Exclusive jurisdiction clause: "The parties agree that lawsuits shall be filed only in the Istanbul Commercial Courts of First Instance."

• Competing/alternative jurisdiction: If the parties do not wish for exclusive effect, they shall explicitly state this: "The parties, subject to the general and specific jurisdiction rules in the Code of Civil Procedure, have designated the Istanbul Commercial Courts of First Instance as having alternative jurisdiction."

Since it is an exclusive by default , any alternatives desired must be explicitly stated.

6) Cases Where It Cannot Be Done (Strictly Exclusive and Non-Exclusive Matters)

An authorization agreement cannot be made in areas where the law explicitly grants authorization, and if made in such areas, it will not be legally binding . Key examples include:

• the ownership of immovable property (Code of Civil Procedure, Article 12): The location of the immovable property has exclusive jurisdiction; this cannot be changed by contract.

• that cannot be disposed of : The parties do not have the right to dispose of jurisdiction in matters such as personality status, family law statuses, etc.

• Special protection regimes: In consumer and labor disputes, the authorization registration is deemed invalid due to the relevant protective authorization rules.

In addition, when it comes to administrative contracts and the jurisdiction of administrative courts , Article 17 of the Code of Civil Procedure does not apply; because administrative courts have jurisdiction even if the party to the contract is a public legal entity, if the relationship is not a private law relationship.

7) How is the Scope of the Authorization Agreement Determined?

When defining the scope, two extremes should be avoided:
(i) Overly narrow formulations (only “disputes arising from the performance of the contract”) may exclude certain claims.
(ii) Overly broad and vague formulations (all relationships, all parties, all claims) may increase the risk of invalidation.

The most effective approach is a balanced text that centers on the core contractual elements while explicitly including secondary claims such as torts and unjust enrichment , but also makes the dispute identifiable . Furthermore, specifying contractual dispute headings such as breach/interpretation/validity/termination helps to cover all areas of contention.

8) Multiple Court Choices

Article 17 of the Code of Civil Procedure also allows for the selection of more than one court together instead of a single court. In practice, two different techniques are used:

• Alternative courts of equal standing: such as "Istanbul or Ankara Commercial Courts of First Instance".

• Primary-backup order: "Istanbul Commercial Courts of First Instance first; in cases where these are unable to perform their duties, Ankara Commercial Courts of First Instance."

The second approach provides practical flexibility in the face of unexpected jurisdictional changes or jurisdictional access issues

9) International Dimension: Choice of Foreign Court

If the dispute involves a foreign element , a jurisdiction agreement can be made accepting the jurisdiction of a foreign court . However, Turkish law considers the distinctions between exclusive jurisdictions and the limits of public order . Furthermore, the recognition/enforcement of a future foreign court decision in Turkey should also be considered. Adding supplementary provisions to the draft regarding the chosen jurisdiction , applicable procedural and substantive law , notification , provision of evidence , and enforcement will reduce risks.

10) Relationship with Enforcement and Collection Law

A valid jurisdiction agreement between the parties is, in most cases, considered binding even in summary enforcement proceedings and objection/complaint processes . This makes it possible to conduct the proceedings from a single center . However, two points are important here:

• A jurisdiction agreement does not create definitive jurisdiction ; as a rule, it constitutes a preliminary objection . That is, if the defendant does not raise the issue within the prescribed time limit, the court will not automatically issue a ruling of lack of jurisdiction in a lawsuit filed due to breach of contract .

• Exclusive jurisdiction extended ; for example, enforcement proceedings/lawsuits concerning the ownership of immovable property must be conducted in the location where the immovable property is situated.

11) Mediation and Authority Agreement

In disputes subject to mandatory mediation (e.g., parts of the commercial, labor, and consumer sectors), the rules regarding the place of application and the competent mediation office are regulated in the HUAK (Law on Mediation in Turkey) and related regulations. A jurisdiction agreement does not determine the office where the mediation application will be made ; the statutory jurisdiction regime applies in mediation. Nevertheless, the parties may make logistical arrangements regarding where the negotiations will take place ; however, this does not change the legally competent office.

12) Jurisdiction Agreement or Arbitration?

A jurisdiction agreement defines the jurisdiction within the state courts ; an arbitration agreement, on the other hand , allows for the resolution of the dispute outside the state courts , before arbitrators. Arbitration is subject to separate procedural rules in Articles 413 and subsequent articles of the Turkish Code of Civil Procedure (and the International Arbitration Law). If the parties wish to arbitrate , they should include an arbitration clause , not a "jurisdiction" clause; otherwise, an ambiguous text may create uncertainty, as if both arbitration and state court proceedings were simultaneously foreseen.

13) Common Errors and Risks in Practice

1. Omitting party status: Entering into an authorization clause without verifying that both parties are merchants or public legal entities

2. Vague court designations: Ambiguous formulas like "Istanbul courts" are incorrect; the correct form is to write " location" followed by "type of court".

3. Excessively broad scope: Phrases like "any kind of relationship between the parties" weaken the determinability criterion required by law

4. Expanding jurisdiction: Attempting to change jurisdiction by contract in lawsuits concerning the ownership of immovable property.

5. The distinction between exclusive and alternative is not explicitly stated: exclusive is the default , alternative authorization explicitly specified if required.

6. Attempting to define mediation by registration: The rules of competent bureaus in HUAK cannot be changed by contract.

7. The enforcement aspect in international cases is often overlooked: Even if a foreign court is chosen, enforcement must be planned separately.

14) How to Prepare? (Step-by-Step Guide)

A) Preliminary Checklist

• The parties' as merchants/public legal entities has been confirmed (trade registry, MERSİS, status documents).

• The legal relationship that will give rise to the dispute has been defined in a specific/determinable manner.

• strict authority and discretionary power is not available were excluded.

• One or more courts were clearly and explicitly indicated.

• Exclusive or alternative ? The preference was clearly stated.

• is to be conducted electronically, secure e-signatures .

• If there is an international element, the foreign court and enforcement aspects were planned.

• The terms severability and procedural first objection were added to the agreement .

B) Scope Formula (Example Proposed Statement)
“All disputes that may arise in connection with the formation, validity, interpretation, performance, termination and/or breach of this contract, including claims for torts and unjust enrichment related to the contract, are within the scope of this authorization clause.”

C) Court Selection (Sample Statement Proposal)
“The parties have designated the Istanbul (Çağlayan) Civil Commercial Courts as competent for the resolution of the disputes.”
If alternative: “The parties, subject to the general and special jurisdiction rules in the Code of Civil Procedure, have optionally designated the Istanbul (Çağlayan) Civil Commercial Courts and the Ankara Civil Commercial Courts as competent.”

D) Exclusivity–Alternativeness (Suggested Example Phras)

• Exclusive: “The parties agree that this jurisdiction is exclusive and that cases shall be brought only in the aforementioned courts.”

• Alternative: “This provision does not override the general and specific jurisdiction rules in the Code of Civil Procedure and reserves the right of the plaintiff to rely on these rules.”

E) Preliminary Objection and Procedure (Sample Statement Proposal)
“The parties agree that objections to jurisdiction shall be raised within the prescribed time limit as part of preliminary objections under the Code of Civil Procedure; objections to jurisdiction not raised within the prescribed time limit shall not be heard.”

F) Severability:
“If the original contract becomes invalid for any reason, this written authorization clause shall not be affected by the validity of the original contract.”

G) International Element (If any)
“In disputes involving a foreign element, the parties shall designate the courts of … [country/city] as competent. Obligations regarding enforcement and notification processes are regulated in separate articles.”

 Frequently Asked Questions (Practical Mini Guide)

Q1. Is a clause regarding authorization valid in a consumer contract?
Generally, it is invalid. Due to protective authorization rules in favor of the consumer, a clause regarding authorization made against the consumer is not considered binding.

S2. Is the authorization clause valid in the employment contract? No. The employee is not a merchant; special authorization rules protecting the employee in labor disputes apply.

S3. Is a jurisdiction agreement considered ex officio?
A jurisdiction agreement exclusive jurisdiction . As a rule, a preliminary objection ; if the defendant does not raise it within the prescribed time, the court ex officio . (Areas of exclusive jurisdiction are an exception to this.)

Q4. Can we list more than one court? Yes. The Code of Civil Procedure allows the selection of one or more courts. The selections must be clear and specific .

S5. Is authorization required in an electronic contract? The authorization requirement in an electronic contract signed with a secure e-signature fulfills the written form requirement .

S6. Can a jurisdiction clause be included with arbitration? Arbitration and jurisdiction agreements are different institutions. If arbitration is preferred, the arrangement should be made in a way that does not conflict with the provision granting jurisdiction to state courts .