Ship sale contracts are one of the areas where disputes most frequently arise in practice, and where lawsuits are most often lost due to “wrong court / wrong path”. Although the Turkish Commercial Code clearly defines disputes arising from ship sales as maritime claims; issues such as sale price, down payment, defects, and registration often remain unresolved due to procedural errors.

1. Legal Nature of Ship Sale Contracts and Competent Court

Pursuant to Article 1352/1-y of the Turkish Commercial Code (TCC), any dispute arising from a contract for the sale of a ship has been defined as a “maritime claim“. Judicial decisions consistently emphasize that Maritime Specialized Courts (the 17th Commercial Court of First Instance in Istanbul) are exclusively competent in resolving such disputes.

Scope of Jurisdiction: In decisions by the Istanbul Regional Court of Justice 43rd Civil Chamber and various first instance courts (Istanbul 12th Commercial Court of First Instance, Istanbul 15th Commercial Court of First Instance), it has been stated that Maritime Specialized Courts are competent within the scope of TCC Article 1352/1-y and TCC Article 4/2, regardless of whether the dispute is based on issues such as the ship sale price, refund of down payment, or defective performance.

Decisions of Non-Jurisdiction: General commercial courts or civil courts of first instance issue procedural dismissal decisions due to “lack of a lawsuit condition regarding jurisdiction” in cases arising from ship sales, and send the file to the competent specialized court (Istanbul Anatolian 5th Commercial Court of First Instance, Samsun Regional Court of Justice 2nd Civil Chamber).

2. Validity of the Contract and Formal Requirement

The formal requirements to be applied in the sale of vessels, whether registered in the ship registry or not, constitute a fundamental point of distinction in judicial decisions:

Vessels Registered in the Registry: In accordance with Article 1001/2 of the Turkish Commercial Code (TCC), contracts for the transfer of ownership of a vessel registered in the ship registry must be made in writing and their signatures must be notarized. Failure to comply with this condition results in the invalidity of the contract (Court of Appeals 11th Civil Chamber, 2021/8562 E. ). In the decision of the 11th Civil Chamber of the Court of Appeals dated 08.05.2023, with docket no. 2021/8562 and decision no. 2023/2777; it was accepted that the transfer of a vessel registered in the ship registry and its associated company shares by means of an ordinary written contract was absolutely null and void because it did not comply with the notarized written form requirement stipulated in Article 1001 of the TCC. Therefore, it was concluded that promissory notes and bills issued based on an invalid contract lack legal basis, debtors can request a declaration that they are not indebted (negative declaratory judgment) due to these instruments, and amounts collected through enforcement proceedings or actually paid must be returned (reclaimed) under the provisions of unjust enrichment; however, the request for return was denied for amounts whose payment could not be proven.

Refund in Case of Invalidity: Even if the contract is invalid due to non-compliance with formal requirements, the payments (down payment, installments) made by the parties to each other must be returned in accordance with the provisions on unjust enrichment. In the decision of the 11th Civil Chamber of the Court of Cassation dated 24.10.2011, numbered E. 2010/2996, K. 2011/14369; it was found that there was an unformalized contract between the parties regarding the sale of the passenger ship named Dilara-3, registered in the ship registry, and therefore the registered transfer of the ship could not be demanded, but it was accepted that the return of the amount proven to have been actually paid by the plaintiff to the defendant within the scope of the sales price was possible. The Court of Cassation stated that, according to Article 868 of the Turkish Commercial Code (TTK) in force at that time, the form was not stipulated as an absolute condition for validity in the transfer of ship ownership, and despite this, in the concrete case, the transfer of ownership could not be demanded due to the inability to prove that the entire sales price had been paid; however, by stating that the money received could not be legally protected if it remained with the defendant, it upheld the local court’s decision which ruled for the return of only the amount proven to have been paid.

Vessels Not Registered: Although it is stated that the provisions of the Civil Code regarding movable property shall apply to unregistered vessels, it is observed that Article 1352/1-y of the Turkish Commercial Code (TCC) is interpreted broadly to include such sales within the scope of maritime claims. (In the decision of Antalya 1st Commercial Court (Maritime Specialization) dated 17.12.2019, file no. E.2017/611, decision no. K.2019/818; it was stated that there was no written sales contract/protocol between the parties regarding the sale of a boat, and that the relationship was essentially based on the intention to sell the boat, however, since the boat was larger than 18 gross tons, its registration in the ship register was mandatory, and in this case, the sale was subject to the validity condition of being made before a notary public or a registration officer in accordance with TCC Article 1001; since this form was not complied with, the sales relationship between the parties was deemed invalid. In this context, the court evaluated the items requested by the plaintiff in the enforcement proceedings by segregating them; it ruled that there was no need for a new decision regarding the item of “work/captaincy fee” because the lawsuit for the annulment of objection filed in this regard had been separated and concluded by the Labor Court (and became final). As for the remaining expenses/payments and tour fees; even if the sale was invalid, the plaintiff could demand from the defendant, within the framework of unjust enrichment, the mandatory and documented expenses incurred for the boat to be actually operated (items such as overdue debt paid to the marina, yacht mooring fee, chrome-teak gangway/ladder expense, casco insurance premium, as confirmed by expert reports) and payments in the nature of a sales advance/deposit; it stated that, conversely, items that could not be proven or whose mandatory/essential nature could not be established could not be included in the scope of the claim, and therefore, it partially accepted the lawsuit for the annulment of objection, deciding to annul the defendant’s objection in the enforcement file only for the proven total amount and continue the proceedings based on this amount. Furthermore, since the existence of the claim required litigation and expert examination, it did not award enforcement denial compensation in favor of the plaintiff; on the other hand, in the merged file, the defendant’s (counterparty’s) request for rent based on the claim that “the boat was used for 4 months” was fully rejected on the grounds that the revenues generated from the boat’s activities during this period (especially due to tax liability/invoicing system) were transferred to the plaintiff, and under the circumstances of the case, it could not be accepted that a rental claim additionally arose.

3. Non-payment of the Sale Price and Proof Issues

In lawsuits filed with the claim that the ship’s sale price was not paid, the burden of proof and the nature of the evidence are of critical importance:

Burden of Proof: The claim of payment, as a rule, must be proven by the party making the payment. The necessity of verifying payments exceeding 7,000 TL through financial institutions is emphasized (Istanbul 17th Commercial Court, 2023/100 E. ).

Commencement of Written Evidence: WhatsApp correspondence (e.g., “I will handle it as soon as I launch the boat”, “we will compensate” such phrases) can enable the hearing of witnesses by being accepted as commencement of written evidence in accordance with Article 202 of the HMK (Civil Procedure Law). (In the decision of the Istanbul 17th Civil Court of Commerce, dated 06.06.2023, numbered E.2022/279, K.2023/239; despite the seller’s acknowledgment, in the nature of an official deed, that they had received the full price in the sale transaction conducted in the presence of the ship registry officer, the plaintiff’s claim that 10,000 TL of the sale price was paid short was accepted as commencement of written evidence within the scope of HMK Article 202. The court ruled that the defendant’s statements in the WhatsApp correspondence between the parties, expressing that “the short payment would be compensated,” constituted commencement of written evidence suitable for contradicting the official deed; and therefore accepted that witness testimony was possible, and in light of the heard witness confirming the claim of short payment and the defendant’s inability to prove that the remaining 7,000 TL had been paid, it decided to annul the objection. Thus, the decision concretely demonstrated that even in cases where proof by official deed is mandatory, electronic messaging records can be considered commencement of written evidence, thereby allowing recourse to witness testimony.

Official Deed and Invoice: Even if the official deed issued at the ship registry contains phrases stating “that the price has been received,” commercial ledgers, checks, and bank records between the parties are examined to ascertain whether payment was actually made. (In the decision of the Istanbul Regional Court of Justice 14th Civil Chamber (Istanbul BAM 14. HD, 2022/1008 E.), dated 04.12.2025, E.2022/1008, K.2025/1903; despite there being an officially executed ship sale contract between the parties and the seller’s acknowledgement in the contract that the price had been received, it was emphasized that the seller’s claim that the sale price was not actually paid could not be rejected outright. The Chamber stated that the burden of proof regarding whether the sale price was paid rests with the seller, but that a thorough investigation by the court is mandatory to enable this proof. In this context; it was stated that the commercial ledgers relied upon by the plaintiff, along with the opposing party’s ledgers, should be examined in accordance with TTK article 83 and HMK article 222; that the parties should be asked to clarify which debt the checks and bank statements submitted to the file relate to, as per HMK article 31; that it should be investigated whether the price was given for the ship sale and whether it was collected; and furthermore, that since the plaintiff relied on the evidence of an oath, this evidence should also be evaluated. Dismissing the case solely based on the acknowledgement in the official deed of sale, without conducting these investigations, was deemed an incomplete examination violating the right to proof and the right to be heard legally; therefore, the decision of the first instance court was overturned on the grounds that it was rendered without fully investigating whether the fee (sale price) was actually paid, and the file was sent back to its court for retrial.

4. Defective Performance and Records of Non-Liability

In cases where the vessel is not delivered in accordance with the contract or hidden defects are found, the liability of the parties is assessed within the following framework:

Hidden Defect Claims: Claims for price reduction and compensation can be made due to hidden defects such as mechanical failures or changes in original parts (Istanbul Regional Court of Justice, 43rd Civil Chamber, 2023/10 File No.). In the decision of the Istanbul Regional Court of Justice, 43rd Civil Chamber, dated 11.05.2023, with File No. E.2023/10, Decision No. K.2023/506; it was accepted that the dispute arose from the claim for price reduction and compensation for damages based on the allegation that a purchased yacht was defective, and therefore the matter directly stemmed from a ship sale contract. The Chamber emphasized that although the provisions on defective goods are generally regulated in the Turkish Code of Obligations (TBK), pursuant to Article 1352/1-y of the Turkish Commercial Code (TTK), “any dispute arising from a contract concerning the sale of a ship is considered a maritime claim”, and therefore the dispute should be evaluated within the scope of maritime commerce. In this context, it was stated that the claim of a defective vessel requires a substantive examination by the Commercial Court of First Instance acting as a Specialized Maritime Court on matters such as the technical condition of the vessel, pre-sale survey reports, whether there is a hidden defect, and whether the defects were concealed from the buyer at the time of sale. The decision of non-jurisdiction given by the court of first instance on the grounds that the dispute did not fall within maritime commerce was found to be incorrect, as it disregarded the nature of defect claims related to ship sales as disputes concerning maritime commerce; consequently, the decision was overturned, and it was decided to send the file back to the same court for a substantive examination of the defective vessel claim.

Disclaimer Clauses: The clauses in the contract stating that “the ship was accepted as is”, “the seller is not responsible for damages after delivery”, or “the buyer purchased the ship after inspection” are considered valid disclaimer clauses and limit the buyer’s claim for defects (Istanbul 17th Civil Court of Commerce, 2018/467 Docket No. In the decision dated 27.05.2021, numbered E.2018/467, K.2021/244 of the Istanbul 17th Civil Court of Commerce; the provisions in the ship sale contract concluded between the parties regarding “delivery on an ‘as is, where is’ basis”, “no dry-docking at delivery”, “the seller not being responsible for damages identified during subsequent dry-dockings”, and “the buyer being informed of the necessity to renew the class certificate” were accepted as valid disclaimer clauses. The Court evaluated that, given the buyer’s status as a shipowner and merchant, having purchased the ship after inspecting it and knowing its condition before delivery, knowing that the class certificate had expired, and this matter being explicitly stipulated in the contract, the subsequent maintenance, repair, and renewal expenses could not be charged to the seller. Furthermore, the fact that the ship was able to operate after delivery indicated that it was not severely damaged and unfit for voyage; and it was accepted that the buyer’s notification of defect made approximately two months after delivery was not timely in the sense of Article 223 of the Turkish Code of Obligations (TCO), and the alleged deficiencies did not constitute hidden defects. For these reasons, the court dismissed the case, on the grounds that the contractual provisions relieving the seller of liability for defects were valid, the seller’s gross negligence or fraud could not be proven, and the buyer was deemed to have accepted the ship with its defects.

Defect Notification Period: In sales between merchants, it is mandatory to notify defects within the period stipulated by Article 23/1-c of the TCC; otherwise, the claim of defect is not heard (In the decision of Istanbul Regional Court of Justice 13th Civil Chamber, 2022/987 E., regarding the defect notification period, the specific case was evaluated as follows: The plaintiff buyer took delivery of the ship at Samsun Port on 04.04.2018, the ship sailed from Samsun to Tuzla on 14.04.2018 and arrived in Tuzla on 17.04.2018. From the invoices and documents submitted by the plaintiff, it was understood that maintenance and repair operations for the deficiencies on the ship actually began as of 21.04.2018, meaning it should be accepted that the alleged defects were learned on this date. However, the plaintiff made the first written notification regarding the defect only with a notary warning dated 08.06.2018, and the evidence detection on 25.07.2018. The court accepted that the buyer, having the status of a merchant and shipowner, had the obligation to notify the defect immediately in the ordinary course of business according to Article 223 of the TCO and Article 23 of the TCC; and that a notification made approximately two months after the defect was learned could not be considered timely. Therefore, even if the alleged defects were considered hidden defects, it was concluded that since the defect notification was not made within the period, the buyer would be deemed to have accepted the ship with its defects, and the seller could not be held liable for the defect.

5. Legal Remedies and Interim Legal Protections

The main legal remedies resorted to in ship sale disputes are as follows:

Provisional Attachment: Pursuant to articles 1352 and 1353 of the Turkish Commercial Code, in ship sale disputes constituting maritime claims, a provisional attachment of the ship can be ordered, provided that the claim is approximately proven (Istanbul Regional Court of Justice 12th Civil Chamber, 2023/604 E.

Lawsuit for Annulment of Objection: Lawsuits are filed in Specialized Maritime Courts for the annulment of objections made to enforcement proceedings initiated for the collection of the sale price (Istanbul 17th Commercial Court, 2023/100 E. 

Registration and Annulment Lawsuits: In cases where the seller avoids transferring ownership, lawsuits for the annulment of the ship’s registry record and for registration are filed (Supreme Court 11th Civil Chamber, 2010/2996 E.

Appeal Against Ship Registry Officer’s Decision: If the registry office rejects the registration request, a lawsuit can be filed to overturn this decision in accordance with Article 34 of the Turkish Commercial Code (TTK) (Istanbul 17th Commercial Court, 2019/159 E. The specific case was summarized as follows in the decision of the Istanbul 17th Commercial Court (acting as a Maritime Specialised Court): The plaintiff company purchased the ship and took possession of it with a notarized sales contract dated 22.07.2009; and validly acquired ownership of the ship outside the registry in accordance with Article 868 of the Turkish Commercial Code No. 6762, which was in force on the date of sale. When the plaintiff applied to the Port Authority years later to register the ship in its own name, the request was rejected on the grounds of an annotation in the ship registry stating “cannot be sold, cannot be transferred,” which had been placed within the scope of criminal proceedings. However, during the trial, it was determined that the relevant criminal case was dropped due to statute of limitations, the ship’s return to its owner was ordered by the decisions of the Criminal Chamber of the Court of Cassation, and these decisions became final, and furthermore, the aforementioned annotation was lifted. For these reasons, the court concluded that the legal impediment in the registry had been removed and the plaintiff’s ownership was valid, and therefore annulled the Port Authority’s rejection decision and ordered the ship’s registration in the plaintiff’s name.

Frequently Asked Questions

Noterde yapılmayan gemi satış sözleşmesi geçerli mi?

Sicile kayıtlı gemilerde hayır.
TTK m. 1001/2 gereği, gemi siciline kayıtlı bir geminin satışında:
Yazılı sözleşme, Noter onaylı imzalar, zorunludur. Bu şartlara uyulmazsa sözleşme geçersizdir. Ancak bu, paranın tamamen kaybedildiği anlamına gelmez. Yargıtay’a göre; geçersiz sözleşmede dahi ödenen kapora veya satış bedeli sebepsiz zenginleşme hükümleri uyarınca geri istenebilir. Bu talep de yine Denizcilik İhtisas Mahkemesinde ileri sürülmelidir.

Gemi ayıplı çıktıysa satıcı hiç sorumlu değil mi?

Hayır, ancak sınırlar çok nettir. Gizli ayıplar (motor, mekanik sistemler, orijinal parça değişiklikleri gibi) ispatlanırsa: Bedel indirimi, Tazminattalep edilebilir.
Fakat sözleşmede yer alan: “Mevcut haliyle satılmıştır”, “Alıcı gemiyi görerek kabul etmiştir” “Teslim sonrası hasarlardan satıcı sorumlu değildir”
gibi kayıtlar, geçerli sorumsuzluk kaydı sayılmakta ve ayıp iddialarını ciddi biçimde sınırlamaktadır. Ayrıca tacirler arası satışlarda ayıp ihbar süresi kaçırılırsa, talep tamamen düşer.

Gemi siciline kayıtlı bir geminin adi yazılı sözleşmeyle satılması geçerli midir?

Hayır. Bu kararda Yargıtay, TTK m.1001/2 uyarınca gemi siciline kayıtlı bir geminin mülkiyet devrinin, yazılı şekilde ve imzaları noterce onaylı bir sözleşme ile yapılmasının geçerlilik şartı olduğunu açıkça vurgulamıştır. Somut olayda taraflar arasında yapılan 11.05.2018 tarihli adi yazılı sözleşme, gemi siciline kayıtlı bir geminin satışını konu aldığı hâlde noter onaylı olmadığı için kesin hükümsüz (geçersiz) kabul edilmiştir. Bu nedenle sözleşme hiç doğmamış sayılmış, taraflar açısından hak ve borç doğurmamıştır.

Geçersiz gemi satış sözleşmesine dayanılarak verilen senetler icraya konulabilir mi?

Hayır. Yargıtay bu kararında, geçersiz sözleşmeye dayanılarak düzenlenen senetler nedeniyle borç doğmayacağını net biçimde kabul etmiştir. Somut olayda:
Gemi satışı geçersiz sayılmış, Satış bedeli karşılığı verilen bono/senetlerin hukuki dayanağı ortadan kalkmıştır, Bu nedenle borçlular lehine menfi tespit kararı verilmiş, Senetlere dayalı icra takiplerinin haksız olduğu kabul edilmiştir. Sonuç olarak, geçersiz sözleşmeye bağlı senetler geçerli bir borç ilişkisi yaratmaz ve borçlu borçlu olmadığının tespitini isteyebilir.

Gemi satışında geçersiz sözleşme hâlinde ödenen paralar geri alınabilir mi?

Evet, ancak sebepsiz zenginleşme hükümleri kapsamında. Yargıtay, bu kararda geçersiz sözleşmelerde tarafların yalnızca verdiklerini geri isteyebileceğini kabul etmiştir. Buna göre: Geçersiz sözleşmeye dayanılarak ödenmiş senet bedelleri ve temlik edilen tutarlar, Sebepsiz zenginleşme hükümleri gereğince istirdat edilebilir (geri alınabilir). Ancak somut olayda dikkat çekici bir ayrım yapılmıştır:
Fiilen ödendiği ispatlanan bedellerin iadesine karar verilmiş, Sözleşmede kararlaştırılmış olmakla birlikte ödendiği ispatlanamayan peşin bedelin iadesi reddedilmiştir. Yani her ödeme otomatik olarak iade edilmez; ödemenin varlığı ve miktarı ispatlanmalıdır.

Why is Expert Legal Assistance Necessary?

Although receivables arising from ship sales may appear “net” on paper, in practice they are among the types of lawsuits most frequently lost due to procedural errors. The main reasons for this are:

Filing a lawsuit in the wrong competent court

Overlooking the distinction between registered / unregistered in the ship registry

Neglecting the notary public’s formal requirement

Missing the deadlines for defect notification

Making an application for precautionary attachment with insufficient evidence. Especially since ships change hands very quickly in port and shipyard regions such as Istanbul, Tuzla, Tuzla Shipyard, Pendik, Ambarlı, and Aliağa; receivables related to the sale price are not tolerant of delay. A wrong strategy of a few weeks can effectively eliminate the receivable with the transfer of the ship to third parties.

For this reason, receivables arising from ship sale contracts should not be managed with a general contract law approach, but rather within the triangle of precautionary attachment – registry – jurisdiction specific to maritime commercial law.

In this field, 2M Hukuk Law Office, which has extensive practical experience especially in ship sales, maritime claims, and ship precautionary attachment, is among the prominent offices for rapid protection and effective collection in ship sale disputes conducted along the Istanbul and Tuzla axis.