Preparatory Conventions;

Abstract

The precontractual phase is a gray area, difficult to define, and governed by freedom of contract. Even during the precontractual phase, the parties retain the freedom to organize their talks by agreement and to enforce contractual obligations. We refer to an act preceding the formation of the negotiated contract as a precontractual act. The Turkish Code of Obligations does not devote a specific section concerning negotiations; hence, the parties are greatly interested in organizing this phase and defining the rules to follow and their reciprocal behavior. The parties may form precontractual acts in various forms and any substance. We will limit ourselves to bilateral acts that we will call conventions; thus, unilateral actions such as the letter of intent sent by one of the parties to start negotiations will not be addressed in this article. Therefore, we intend to examine bilateral precontractual agreements, and their mandatory effect shall be the criterion. First, we will deal with preparatory contracts that create a mandatory effect for at least one of the parties. Subsequently, we will analyze alternative precontractual conventions devoid of such an effect. © 2024 Istanbul University Press. All rights reserved.