1. Applicable Legislation and Legal Framework

The validity of jurisdiction (forum selection) and applicable law (choice of law) clauses contained in bills of lading issued for the carriage of goods by sea, and their effect on disputes, are fundamentally evaluated within the framework of the following legislative provisions:

2. How the Relevant Legislation Regulates the Matter

A. Applicable Law Clause (Choice of Law)

Pursuant to the first paragraph of Article 24 of Law No. 5718 (MÖHUK), titled Applicable Law in Contractual Obligations:

“Contractual obligations are subject to the law expressly chosen by the parties. A choice of law that can be understood from the provisions of the contract or the circumstances of the case, leaving no room for doubt, is also valid.“

Furthermore, in the first paragraph of Article 29 of the same Law, titled Contracts for the Carriage of Goods, it is stated:

the provision “Contracts for the carriage of goods are subject to the law chosen by the parties.” is included.

B. Jurisdiction Agreement and Authorization of Foreign Courts

According to Article 40 of MÖHUK numbered 5718, titled International Jurisdiction:

“The international jurisdiction of Turkish courts is determined by the rules of territorial jurisdiction of domestic law.“

The limits of a jurisdiction agreement are regulated as follows in the first paragraph of Article 47 of MÖHUK numbered 5718:

“In cases where territorial jurisdiction is not determined based on the principle of exclusive jurisdiction, the parties may agree that disputes arising from their debt relations, which contain a foreign element, shall be heard in the courts of a foreign state. The agreement shall be valid if proven by written evidence. The lawsuit shall only be heard in the competent Turkish court if the foreign court declares itself incompetent or if no objection to jurisdiction is raised in Turkish courts.“

C. Validity and Specificity Requirements of the Jurisdiction Agreement

According to Article 17 of HMK numbered 6100, titled Jurisdiction Agreement:

“Merchants or public legal entities may, by agreement, authorize one or more courts for a dispute that has arisen or may arise between them. Unless otherwise agreed by the parties, lawsuits shall only be filed in these courts determined by the agreement.“

In the second paragraph of Article 18 of the Civil Procedure Law (HMK) No. 6100, titled Conditions for the Validity of Jurisdiction Agreements, it is stated:

The provision states: “For a jurisdiction agreement to be valid, it must be made in writing, the legal relationship from which the dispute arises must be specific or determinable, and the authorized court or courts must be indicated.“

D. Function of the Bill of Lading, Subrogation and Agency Exception

Binding Nature of the Bill of Lading: According to the first paragraph of Article 1237 of the Turkish Commercial Code (TTK) No. 6102, “In legal relations between the carrier and the bill of lading holder, the bill of lading shall be taken as a basis.“

Exclusive Jurisdiction in Transactions Conducted Through an Agent: According to the second paragraph of Article 105 of the Turkish Commercial Code (TTK) No. 6102, “Due to disputes arising from these agreements, the agent may file a lawsuit on behalf of their principal, and a lawsuit may also be filed against them in the same capacity. Clauses in agency agreements made on behalf of foreign merchants that contradict this provision are invalid.“

Insurer’s Subrogation: According to the first paragraph of Article 1472 of the Turkish Commercial Code no. 6102: “When the insurer pays the insurance indemnity, it legally takes the place of the insured. If the insured has a right of action against those responsible for the actual damage, this right transfers to the insurer to the extent of the amount indemnified.“

3. Possible Effects on Disputes and Analysis of the Certainty of the Competent Court

Principle of Certainty (HPC Art. 18/2 and PILAFL Art. 47):

For a jurisdiction clause contained in a bill of lading to be considered valid, it is mandatory for the authorized foreign state court to be explicitly named (or to be ascertainable without doubt). Abstract or unilateral preference-based jurisdiction clauses made without explicitly naming a specific country or city court are deemed invalid as they do not meet the condition of certainty.

The jurisdiction clause and the applicable law clause are independent of each other. The mere presence of a clause in the bill of lading stating that only a specific law will apply or a Paramount Clause does not mean that international jurisdiction is directly granted to the courts of that country.

Nature of the Bill of Lading as a Negotiable Instrument and its Signature:

In cases where the front of the bill of lading refers to the conditions on the reverse side, even if the legitimate holder of the bill of lading has not signed it, the jurisdiction and applicable law clauses in the bill of lading text are considered binding for the holder (TCC Art. 1237/1).

The insurer, who is subrogated to the rights of its insured according to Article 1472 of the Turkish Commercial Code by paying the insurance indemnity, is also bound by the jurisdiction clause to which the insured is bound.

Exclusive Jurisdiction Barrier (TCC Art. 105/2):

In lawsuits filed based on transportation contracts concluded through a foreign carrier’s agent in Turkey, pursuant to TCC Art. 105/2, the international jurisdiction of Turkish courts is mandatory. In these situations, foreign court jurisdiction clauses stipulated in the bill of lading cannot override the jurisdiction of Turkish courts.

Review of General Terms and Conditions (TCO Art. 20-25):

Since bills of lading are prepared in standard form, they constitute general terms and conditions within the scope of TCO Art. 20 et seq. However, within the framework of the parties engaged in maritime trade having the status of merchants and the obligation to act as prudent business persons, standard jurisdiction and choice of law clauses in accordance with international maritime transport customs are not directly considered contrary to the rule of good faith or deemed unwritten.

4. Points to Consider in Practice

To Be Raised as a Preliminary Objection: An objection of lack of jurisdiction based on a jurisdiction agreement must be raised in the response petition, within the legal time limit, and as a preliminary objection, in accordance with HMK and PILA Art. 47/1; otherwise, the Turkish court becomes competent.

Existence of Agency Relationship: It should be investigated whether the transport relationship was established through a resident agent in Turkey; the mandatory protection of TCC Art. 105/2 must be observed.

Specific Examination of the Clause Text: It must be checked whether the explicit name of the foreign court granted jurisdiction and the applicable law are stated with unambiguous clarity in the bill of lading text.

Final Report on Court Decisions

Date: 05.09.2026 22:25 System: De Jure AI Legal Research Report

1. Legal Framework and Choice of Applicable Law

The choice of law and jurisdiction clauses included in bills of lading issued in maritime transport are primarily evaluated within the framework of Law No. 5718 on International Private and Procedural Law (MÖHUK). According to the first paragraph of Article 24 of MÖHUK, titled Applicable Law in Contractual Obligation Relationships; “(1) Contractual obligation relationships are subject to the law expressly chosen by the parties. A choice of law that can be unambiguously understood from the provisions of the contract or the circumstances of the case is also valid.” In its decision numbered 2024/295-2024/456 dated 15.02.2024, the 6th Civil Chamber of Kayseri Regional Court of Justice confirmed this matter as follows: “According to Article 24/1 of MÖHUK No. 5718, contractual obligation relationships are subject to the law expressly chosen by the parties.“

Also, pursuant to Article 29/1 of MÖHUK, which is a special regulation concerning the carriage of goods, “(1) Contracts for the carriage of goods are subject to the law chosen by the parties.” In this context, parties can make a choice regarding the substantive law of the dispute through clauses they include in the bill of lading.

2. Jurisdiction Agreement and Conditions for Validity

In disputes involving a foreign element, it is possible for parties to designate a foreign state court as competent, in accordance with Article 47/1 of the IPPL. According to the relevant article; “(1) In cases where territorial jurisdiction is not determined on the basis of exclusive jurisdiction, the parties may agree that a dispute between them, which involves a foreign element and arises from debt relationships, shall be heard in the court of a foreign state. The agreement shall be valid if proven by written evidence.“

As stated in the decision of Istanbul Regional Court of Justice, 12th Civil Chamber – 2022/1714-2024/557 – dated 17.04.2024; “According to the provision of Article 47 of the IPPL, in cases where territorial jurisdiction is not determined on the basis of exclusive jurisdiction, it is possible for parties to agree that a dispute between them, involving a foreign element and arising from a debt relationship, shall be heard in a foreign state court.“

Criteria for the Validity of a Jurisdiction Agreement:

In light of judicial decisions, the following conditions are required for a jurisdiction agreement to be deemed valid:

Written Form: The agreement must be proven by written evidence.

Foreign Element: The dispute must contain a foreign element.

Absence of Exclusive Jurisdiction: It should not be a matter over which Turkish courts have exclusive jurisdiction.

Specificity: The court designated as competent must be specifically indicated.

3. Analysis of the Specificity of the Competent Court

The most critical point of dispute in jurisdiction agreements is certainty principle. According to the second paragraph of Article 18 of the Civil Procedure Code (HMK) No. 6100; “(2) For a jurisdiction agreement to be valid, it must be made in writing, the legal relationship from which the dispute arises must be specific or ascertainable, and the authorized court or courts must be specified.“

This matter was emphasized as follows in the decision of the Kayseri Regional Court of Justice 6th Civil Chamber, No. 2024/295-2024/456, dated 15.02.2024: “On the other hand, the requirement for a foreign state court authorized by a jurisdiction agreement to be ‘specific,’ parallel to the regulations in Articles 17 and 18 of the HMK, should also be sought under Article 47 of the MÖHUK. For the selected court to be considered specific, the authorized court must be explicitly named.“

In its decision No. 2014/19019-2015/8454, dated 17.06.2015, the 11th Civil Chamber of the Court of Cassation (Yargıtay) deemed the clause invalid in cases where the competent court was not specifically determined, stating: “However, when drafting a jurisdiction agreement, the competent court must be specifically determined, or at least ascertainable” and “invalid due to not containing information that would allow the determination of the competent court” findings.

Example Clauses Ensuring the Certainty Requirement:

4. Binding Nature of the Bill of Lading and Subrogation

Pursuant to Article 1237/1 of the Turkish Commercial Code (TCC) No. 6102; “(1) In legal relations between the carrier and the bill of lading holder, the bill of lading shall be taken as a basis.” According to this provision, the jurisdiction clauses located on the reverse side of the bill of lading and rendered valid by a reference (incorporation) on the front side, are binding on the holder.

In its decision dated 25.12.2023, the Antalya Regional Court of Justice 11th Civil Chamber-2023/2614-2023/1982 stated that; “Article 1237 of the TCC regulates that the bill of lading shall be taken as a basis in legal relations between the carrier and the bill of lading holder (consignee). In this context, the jurisdiction clause in the bill of lading is also binding for the consignee/receiver“.

Furthermore, pursuant to Article 1472 of the TCC, insurance companies that subrogate to the rights of their insured are also bound by these jurisdiction clauses. In its decision dated 31.05.2023, the Supreme Court 11th Civil Chamber-2022/882-2023/3401 stated that; “the jurisdiction clause regulated in Article 26 of the bill of lading also binds the plaintiff … company according to the subrogation provisions“.

5. Exclusive Jurisdiction and Agency Exception

In Turkish law, in some cases, the parties’ will to conclude a jurisdiction agreement is limited by imperative rules. In its decision dated 20.04.2022, the Supreme Court 11th Civil Chamber-2020/8089-2022/3191 drew attention to Article 105/2 of the TCC by recalling the principle that; “it is not possible to conclude an agreement that eliminates the exclusive jurisdiction of Turkish courts.“

According to Article 105/2 of the TCC; “(2) Due to disputes arising from these contracts, the agent may file a lawsuit on behalf of their principal, and a lawsuit may also be filed against them in the same capacity. Any conditions in contracts concerning agents acting on behalf of foreign merchants that contravene this provision are invalid.” The Supreme Court concluded that this provision is mandatory and that “regarding disputes arising from contracts made through foreign merchants’ agents in Turkey… international exclusive jurisdiction is granted to Turkish courts“. In this case, “since the jurisdiction clause stating that disputes shall be heard in a foreign court, inserted into the bill of lading issued based on the transport contract mediated by the agent in Turkey, is invalid as it tends to nullify the exclusive jurisdiction of Turkish courts“, it has been ruled that the case must be heard in Turkish courts.

6. General Terms and Conditions and Paramount Clause Control

Due to the printed nature of bills of lading, control of general terms and conditions within the scope of Articles 20-25 of the TCO comes into question. However, courts take into account the status of maritime trade parties as merchants and their obligation to act prudently (TCC Art. 18/2).

In its decision numbered 2021/2189-2022/50 dated 20.01.2022, the Istanbul Regional Court of Justice 43rd Civil Chamber stated that “Since the provisions regarding the carrier’s terms and conditions on the reverse side of the bill of lading are widely used in commercial life, the consignee/receiver, who is engaged in sea import business, should have examined the carrier’s ‘terms and conditions of carriage’ acting as a prudent businessman.” and it was accepted that these clauses were not contrary to the rule of good faith.

Finally, regarding the Paramount Clause (Clause of Priority Applicable Provision) frequently encountered in bills of lading, the Istanbul 17th Commercial Court of First Instance made the following important distinction in its decision numbered 2019/190-2023/427 dated 25.10.2023: “due to its nature, the paramount clause only pertains to substantive law provisions to be applied in the resolution of disputes. The reference to COSGA and US legislation in the Paramount clause only relates to substantive law provisions and does not cover provisions regarding international jurisdiction found in COSGA and US legislation.“. Therefore, clauses that only refer to substantive law are not considered to have determined the competent court.