1. Legal Nature and Termination Regime of Construction Contracts in Return for Land Share 

As consistently emphasized in the decisions of the Court of Cassation and Regional Courts of Justice, construction contracts in return for land share are mixed-nature (dual-type) agreements that inherently contain elements of both a “work contract” and a “promise to sell immovable property” (transfer of land share). Since these contracts also involve the transfer of shares in the land registry, they are subject to formal requirements according to Articles 706 of the Turkish Civil Code, 237 of the Turkish Code of Obligations, 60 of the Notary Law, and 26 of the Land Registry Law. Due to their legal nature, it is generally not possible to terminate construction contracts in return for land share by a unilateral declaration of will and the delivery of this declaration to the other party.

2. Invalidity of Unilateral Termination Right 

In Supreme Court decisions, it is stated that even if the contract text grants parties the right to unilateral termination, such provisions do not directly produce results within the framework of general legal rules. For example, in the decisions of the Supreme Court 6th Civil Chamber (2021/5389 E., 2022/5019 K.) and Ankara Regional Court of Justice 27th Civil Chamber (2024/52 E., 2024/274 K.), it was stated that even if the contract contains clauses granting the cooperative or the land owner the right to unilateral termination, these clauses are not sufficient to terminate the contract by a unilateral declaration of will, and termination is only possible by a court decision or the convergence of wills.

3. Conditions for Termination of the Contract 

Construction contracts in exchange for land share can only be terminated in two ways:

Convergence of Parties’ Wills Regarding Termination (Mutual Agreement to Terminate): If the parties mutually agree to terminate the contract, the contract is deemed terminated. The Supreme Court considers the contractor’s acceptance of the termination after the land owner declares termination, or the land owner signing a new contract with another contractor, as “convergence of wills.”

Court Decision (Judge’s Decision): If one of the parties objects to the intention of termination or does not accept the termination, the party wishing to withdraw from the contract must file a “contract termination” lawsuit in court, and the judge must issue a termination decision. The judge makes a decision by examining whether the party requesting termination is justified; otherwise, a unilateral termination notice does not produce legal consequences, and the contract remains in force.

4. Legal Consequences of Unilateral Termination Notice 

According to the settled jurisprudence of the 23rd Civil Chamber and 15th Civil Chamber of the Court of Cassation, notarized warnings or unilateral termination notices sent without the acceptance of the other party “do not produce legal consequences”. Even if such a notice has been given, the contract remains valid until a termination decision is rendered by the court or the parties agree on the termination. As long as the contract remains in force, the parties’ obligation to perform their commitments (construction, payment of rent compensation, etc.) continues.

5. Exceptional Circumstances and Application Differences 

In some decisions (e.g., Court of Cassation 6th Civil Chamber 2024/71 E., 2025/857 K.), it has been emphasized that in cases where the conditions for termination were met with expert reports and concrete evidence, and the landowner terminated the contract for just cause, the court should determine this justification and rule for termination. Furthermore, it is stated that in cases where the physical progress of the construction is 90% or more, the termination will have “prospective effect”, whereas in cases below this rate, “retrospective” (rescission) termination will apply.

In conclusion; even if parties are granted unilateral termination authority in land share construction contracts, this authority does not automatically produce legal consequences if the other party objects. For the termination of the contract, it is mandatory that either the parties have a complete agreement of will on this matter or there is a final termination decision rendered by a court is mandatory.

Frequently Asked Questions

Arsa payı karşılığı inşaat sözleşmesi tek taraflı feshedilebilir mi?

Hayır. Yargıtay ve Bölge Adliye Mahkemesi içtihatlarına göre arsa payı karşılığı inşaat sözleşmeleri tek taraflı irade beyanı ile feshedilemez. Fesih ancak tarafların anlaşması (ikale) veya mahkeme kararı ile mümkündür. Karşı tarafın kabulü olmaksızın yapılan fesih bildirimi hukuki sonuç doğurmaz.

Noter ihtarı göndererek inşaat sözleşmesi feshedilebilir mi?

Tek başına noter ihtarı sözleşmeyi sona erdirmez. Noter ihtarı yalnızca fesih iradesini gösterir ve karşı taraf kabul etmezse sözleşmenin feshi için mahkemede dava açılması gerekir.

Mahkeme kararı olmadan arsa payı karşılığı inşaat sözleşmesi sona erer mi?

Taraflar fesih konusunda anlaşmamışsa sözleşme mahkeme kararı olmadan sona ermez. Mahkeme, fesih talebinde bulunan tarafın haklı olup olmadığını inceleyerek feshe karar verebilir.

Why is Expert Legal Support Necessary?

Why Should Expert Legal Support Be Sought in Construction Contracts in Return for Land Share?

Construction contracts in return for land share are mixed-nature contracts that involve works contracts, promises to sell immovables, title deed transfers, real rights, and high economic value. Legal errors made in these contracts can lead to damages that are difficult to compensate.

For this reason, it is of great importance that the process is managed by an expert lawyer.

1. Incorrect termination procedure does not terminate the contract

A unilateral termination notice often does not produce legal results. Due to an incorrect termination method, the contract may remain in force, and the parties may face significant compensation liability.

2. Involves title deed transfer and real rights risks

The transfer of land shares, title deed records, and the protection of rights over immovable property require technical legal knowledge. An incorrect procedure can lead to consequences up to property loss.

3. Whether the conditions for termination have been met requires a technical examination

The physical level of construction, contract breach, default status, and fault rate require expert examination and legal assessment.

4. There are risks of high compensation and rent loss

Damages that may arise after termination, claims for rent compensation, value increase, and unjust enrichment require a professional legal strategy.

5. The court process should be managed strategically

In termination lawsuits, the type of claim, presentation of evidence, and legal characterization directly affect the outcome of the case.

2M Law Office

2M Law Office, based in Istanbul, particularly in the Tuzla, Pendik, Kartal, and Gebze regions, provides legal consultancy and litigation representation services in matters such as the termination of construction contracts in return for land share, breach of contract, contractor liability, and real estate-related disputes. Our office, operating in Istanbul’s Anatolian Side and along the Kocaeli–Gebze line, provides strategic legal solutions to its clients in disputes related to construction contracts in return for land share.

In cases of contract breaches, termination processes, title deed transfer issues, and compensation claims arising between landowners and contractors, it is of great importance to manage the process with the correct legal strategy. 2M Law Office aims to prevent the loss of rights and effectively resolve disputes by offering professional legal support at all stages, from the preparation of the contract to the termination process, and from the litigation stage to the collection of rights.