Your cargo was damaged, the freight was not refunded, or you suffered losses due to late delivery. When you turn over the bill of lading, you see a sentence written in small print on the back: disputes will be resolved in the courts of London, Hamburg, Singapore, or the flag state. The carrier you are facing is abroad; it has neither a head office nor a branch in Turkey. You know that when you file a lawsuit in a Turkish court, a jurisdictional objection will be raised in the first reply petition.

The provision that can reverse this situation is in the agency section of the Turkish Commercial Code. Article 105/2 of the TCC states that an agent can file a lawsuit on behalf of their principal and can also be sued in the same capacity; the last sentence of the article also specifies that, for those acting as agents on behalf of foreign merchants, a contract contrary to this rule cannot be made. The 11th Civil Chamber of the Court of Cassation, in its decisions since 2020, has derived the conclusion of exclusive jurisdiction for Turkish courts from this sentence and deems foreign jurisdiction clauses in bills of lading invalid.

However, this protection does not operate automatically. For the provision to be applicable, the plaintiff must prove two separate facts: that the company in Turkey is the agent of the foreign carrier and that the said agent mediated the very carriage subject to the dispute. In practice, most lost cases fail not at the first link, but at the second. This article explains which official records, documents, and commercial evidence will be used to establish those two links; which institution should be sent which warrant; what defense the opposing party will make and how to respond to it.

Table of Contents

1. Scope of the problem: agency relationship versus jurisdiction clause

In the carriage of goods by sea, a bill of lading is a pre-printed document unilaterally prepared by the carrier. The cargo interest does not negotiate this document; it is delivered to them. Among the standard conditions on the reverse side, there is almost always a jurisdiction or arbitration clause, and this clause points to the carrier’s headquarters, flag state, or London. The purpose is clear: for the dispute to be heard in a forum known to the carrier, far from the cargo interest’s country.

For the Turkish cargo interest, the practical consequence of this is severe. Filing a lawsuit abroad means foreign legal fees, security, translation, and foreign legal costs; in most medium-sized cargo damage cases, the value of the lawsuit cannot cover these costs. The claim effectively becomes uncollectible. Therefore, overcoming the jurisdiction clause is the first and most critical threshold that determines the fate of a case in maritime trade disputes.

There are several ways to overcome the clause. The clause not meeting the certainty requirement, its being caught by the general terms and conditions review, or its inability to be extended to a pregnant or successor insurer are some of them. However, in practice, the most powerful and direct way is the argument based on Article 105/2 of the Turkish Commercial Code (TCC) concerning the presence of an agent in Turkey. Because while other methods dispute the validity of the clause, this method directly asserts that the jurisdiction of the Turkish court is exclusive and therefore cannot be overridden by the will of the parties.

The only weak point of this argument is proof. The relationship between the foreign carrier and the company in Turkey is not a publicly disclosed relationship by the parties. The agency agreement is not in the hands of the cargo owner, nor can it be. Therefore, proof must be conducted using third-party sources not controlled by either party; namely, administrative records, customs documents, and the carrier’s own documentation. The remainder of this article is an inventory of these sources.

2. Legal Basis: TCC Art. 102, 103, and 105 and PILPL Art. 47

Definition of an Agent — TCC Art. 102

An agent is an independent merchant assistant who, without having a legal position dependent on a commercial representative, commercial attorney, sales officer, or employee of the business, based on a contract, continuously mediates contracts concerning a commercial enterprise within a specific place or region, or concludes them on behalf of that enterprise. The definition has three elements: independence, continuity, and mediation or contract-making activity.

Ship agency is the specific manifestation of this definition in maritime trade. The ship agent, on behalf of the shipowner or operator of the vessel it represents, makes port entry and departure notifications, arranges crew changes, carries out loading and unloading operations, arranges pilot and tugboat services, and follows up on procedures with customs and port authorities.

Those considered agents — TCC Art. 103

This is the most overlooked provision of the text and directly renders the opposing party’s defense of “no continuity, therefore we are not an agent” ineffective. According to TCC Art. 103/1-b, provisions regarding agency also apply to those who carry out transactions within the country on behalf and account of foreign commercial enterprises that do not have a head office or branch in Turkey. In other words, even if the relationship is not formally named “agency,” a person conducting transactions in Turkey on behalf and account of a foreign enterprise is subject to agency provisions.

The scope of this provision has been broadly interpreted in judicial decisions. In an old but still cited decision of the 11th Civil Chamber of the Supreme Court, within the framework of the corresponding provisions of the repealed Law No. 6762, it was stated that agency provisions would apply to those who carry out transactions even incidentally on behalf and account of a foreign enterprise without a head office or branch in Turkey, and that the incidental nature of the transaction does not affect the outcome (Y. 11. HD, E. 1982/5392, K. 1983/103, T. 20.01.1983).

Authority of the agent to represent in a lawsuit — TCC art. 105

The first paragraph of the article grants the agent the authority to make and accept statements on behalf of their principal, such as warnings, notifications, and protests, which protect rights related to contracts they have mediated or concluded. The second paragraph extends this authority to lawsuits: due to disputes arising from these contracts, the agent can file a lawsuit on behalf of their principal, and a lawsuit can also be filed against them in the same capacity. The last sentence of the paragraph states that, contrary to this provision, no contract can be made regarding agents acting on behalf of foreign merchants.

In doctrine, the nature of this authority is described as a power of representation arising from law; the agent acts in a lawsuit as the legal representative of their principal. The authority is both active and passive: the agent can both file a lawsuit and have a lawsuit filed against them.

The third paragraph is often overlooked in most petitions but carries a critical safeguard: decisions rendered in lawsuits filed in Turkey against individuals on whose behalf and account agents act cannot be applied to agents. This provision was added with Law No. 6102; the rationale behind it is that, in practice, agents were at one point forced to pay the principal’s debt. In other words, the provision is established not against the agent, but against the principal debtor. When the opposing party makes the defense “we are agents, we are not responsible for the debt,” this paragraph exists precisely to address that concern and does not prevent the relative conduct of the lawsuit.

Authorization of a foreign court — IPCL art. 47

Article 47 of Law No. 5718 on International Private and Procedural Law stipulates that in cases where territorial jurisdiction is not exclusive, it may be agreed that a dispute between parties involving a foreign element and arising from debt relations can be heard in a court of a foreign state. The agreement must be proven by written evidence. The case can only be heard in Turkey if the foreign court declares itself incompetent or if no objection to jurisdiction is raised in Turkish courts.

The keyword here is the phrase “non-exclusive”. If the Turkish court’s jurisdiction is exclusive, the parties cannot authorize a foreign court; such a clause is invalid from the outset. This is precisely the conclusion reached by the Court of Cassation in relation to Article 105/2 of the TCC.

3. Two-stage proof: capacity separate, intermediation separate

The common denominator of judicial decisions is this: it is not sufficient for a company to be the Turkish agent of a foreign carrier on its own. It must also be demonstrated that the agent personally mediated the formation of the transport contract in question or issued the bill of lading. The wording of Article 105/2 of the TCC (Turkish Commercial Code) also mandates this: the provision refers to disputes arising from contracts “mediated or made” by the agent.

This distinction corresponds to the following in practice. If the bill of lading was issued entirely abroad by a foreign agent, the freight was paid abroad, and the company in Turkey only became involved during the discharge phase after the ship arrived and issued a delivery order, courts may conclude that the contract formation was not mediated. Conversely, if, for a shipment from Turkey to abroad, the reservation was made through the company in Turkey, the bill of lading was issued with its stamp, and the freight invoice was issued by it, both the capacity and the mediation are considered proven.

When drafting the petition, establishing these two links under separate headings facilitates the court’s assessment and also increases the reviewability of the justification at the appellate stage. The sentence “The defendant is the Turkish agent of the non-party carrier” is merely an assertion; both links must be established with supporting evidence.

4. The Court of Cassation’s exclusive jurisdiction jurisprudence: four main decisions

The 11th Civil Chamber of the Supreme Court, with its decisions rendered in 2020, deduced the exclusive jurisdiction of Turkish courts from the mandatory expression in the last sentence of Article 105/2 of the Turkish Commercial Code (TCC) and maintained this line of jurisprudence in subsequent years. The following four decisions form the backbone of this line.

Existence of Conflicting Decisions

<!The line of case law is not one-sided and should be addressed in the petition rather than concealed. Case law databases also contain summaries of decisions by the 11th Civil Chamber, stating that Article 105/2 of the TCC is not an exclusive jurisdiction rule and that the London jurisdiction clause in the bill of lading is considered valid. Furthermore, an older decision accepted that the insurer, in its capacity as successor, is bound by the provisions of the bill of lading and that the jurisdiction clause would also apply to it (Y. 11. HD, E. 2015/1422, K. 2015/8645, T. 23.06.2015). At the regional court of justice level, there are also decisions upholding the jurisdiction clause on the grounds that general terms and conditions control cannot be performed in transactions between merchants and that the prudent businessman standard under Article 18/2 of the TCC would apply (Istanbul Regional Court of Justice 14th Civil Chamber, E. 2017/12, K. 2017/23).

This table indicates that the case should not be tied to a single argument. In response to the objection to jurisdiction, the argument based on Article 105/2 of the TCC should be established as the main line; however, auxiliary lines such as the clarity control of the clause, general terms and conditions control, and its non-extension to the bearer should also be put forward in the alternative.

5. Objection of the Doctrine and Establishing Both Lines in the Petition

There is a significant body of criticism in legal doctrine regarding the Supreme Court’s interpretation. In a comprehensive study published in the Journal of Legal Research of Marmara University Faculty of Law, it is argued with four reasons that Article 105/2 of the Turkish Commercial Code (TCC) cannot be considered an exclusive jurisdiction rule from the perspective of international procedural law:

• The provision is not a rule of jurisdiction. There is no geographical criterion in the text; it does not state which court has jurisdiction. Jurisdiction arises from the general rules of the Code of Civil Procedure (HMK) as a result of bringing an action against the agent.
• The purpose is to add options, not to remove them. The provision was enacted to grant the interested party the possibility to file a lawsuit in Turkey. If it is considered exclusive, the enforcement of a foreign court decision rendered on the same matter in Turkey would also be prevented under Article 54/1-b of the Law on International Private and Procedural Law (MÖHUK); in this case, the Turkish plaintiff intended to be protected would suffer harm.
• There is no sovereignty connection. Exclusive jurisdiction is accepted in matters directly related to the state’s sovereign domain, such as real rights over immovables or registry records. The dispute here, however, is merely a contractual commercial dispute.
• It conflicts with the choice of law. Under Article 24 of MÖHUK, parties may choose foreign law to be applied to the contract. The lex fori logic behind exclusive jurisdiction cannot be consistently defended in an area where foreign law can be applied to the merits of the dispute.

The authors conclude that the provision is not an exclusive jurisdiction rule, but rather a special exception to Article 47/1 of MÖHUK. Thus, the conclusion that a foreign jurisdiction agreement will not be effective in such disputes should be reached not through the concept of exclusive jurisdiction, but directly through the mandatory nature of Article 105/2 of the TCC.

6. Decision determining the standard of proof: unilateral writing is not sufficient

The clearest answer to the question of how an agency relationship is to be proven is the decision of the 12th Civil Chamber of the Supreme Court, numbered E. 2020/3474, K. 2021/4361 and dated 07.04.2021 (appellate review of the decision of Adana Regional Court of Justice 10th Civil Chamber, numbered 2019/1920 E. – 2020/261 K.). The case concerns the enforcement of a pledge based on a ship claim; the payment order was served on the shipping company in Turkey on behalf of the shipowner, while the shipowner claimed that this company was not its agent.

Regional appellate court’s criterion

The appellate court made three determinations: no written document including the shipowner’s signature was submitted; the document stating “I am the shipowner’s agent,” unilaterally signed by the company, is not sufficient to establish the existence of an agency relationship; furthermore, it could not be proven by written document that the agent performed an intermediation transaction in the genesis of the debt subject to enforcement. Based on these three determinations, the notification was deemed null and void.

This criterion shows where the bar for proof lies: a statement written by the agent on their own letterhead is not evidence. The relationship must be established with a document that also reflects the will of the represented party.

Evidence Accepted by the Court of Cassation

Although the Court of Cassation found the legal criteria of the appeal to be correct, it re-evaluated the documents in the file and concluded that the following two documents were sufficient to establish the agency relationship:

• Document **attached to the Port Authority’s reply letter** dated 17.09.2018, dated 03.04.2014, officially drawn up in writing by a notary public, **signed by the ship’s captain and bearing the ship’s seal** — with this document, it was accepted that the agency agreement between the parties was re-established.
• Letter **signed on behalf of the shipowner**, dated 04.04.2014, attached to the same reply letter — in this letter, it was stated that the company was authorized to arrange all necessary services for salvage as the ship’s owner’s agent.

This detail is the practical backbone of the writing. **Both documents are not documents submitted by the parties to the file, but rather attachments to the reply received to the memorandum sent to the port authority.** In other words, proof was provided with documents not held by the parties but residing in the administration’s archive. This is precisely the course of action for a lawyer facing a jurisdiction objection: to retrieve the file from the relevant port authority and customs directorate.

7. Even if the agency terminates, passive representation authority continues

The second significant contribution of the same decision relates to the time dimension. In 2018, the shipowner sent an email to the port authority stating that the company no longer represented him. The Supreme Court did not consider this effective on the outcome. In the reasoning, the following principle was adopted with reference to Prof. Dr. Arslan Kaya’s Commentary on the Turkish Commercial Code (TTK): filing a lawsuit against an agent on behalf of the principal, or the agent being a party to the lawsuit, is not limited by the duration of the agency agreement; provided that the transaction was carried out within the scope of the agency relationship, a lawsuit can be filed against the agent even after the termination of the contract.

This has a significant impact on cases. In maritime transport, the process of damage notification, expert assessment, insurance payment, and recourse takes months; the agency relationship may have already ended by the time a lawsuit is filed. The opposing party often argues precisely this: “the contract has ended, we no longer represent.” The answer is ready: the criterion for representation authority is not whether the contract is ongoing, but whether the transaction subject to the dispute was carried out within the scope of the agency relationship. If the transport was brokered during that period, the passive representation authority continues for that specific business.

8. First source of evidence: General Directorate of Maritime Affairs, GABS, and port authority records

The mooring of a ship to a Turkish port, its loading or unloading, and its departure from the port, is an administrative process recorded from start to finish. At every step of this process, the ship’s agent must declare their identity; because their ability to perform operations within the administrative area of the port depends on their authorization. The cargo owner cannot directly access these records but can obtain them with a court order.

Port authority records

Port authorities keep records of the arrival and departure notifications of vessels entering their administrative areas, agent appointment letters, berthing requests, and the information of the agent carrying out these operations. It should be remembered that both documents providing evidence in the 12th Civil Chamber’s decision examined above came from the port authority’s archive. It is not enough to ask only “who is its agent” in the writ; all documents related to the relevant voyage should be requested to be sent with their appendices, because the decisive document often appears in an appendix.

General Directorate of Maritime Affairs and GABS records

Ship agency activities are subject to the authorization of the General Directorate of Maritime Affairs of the Ministry of Transport and Infrastructure, and all application, certification, registration, and administrative sanction procedures are carried out through the Ship Agency Information System (GABS). In accordance with Article 23 of the New Ship Agencies Regulation, the records of the central agent, branches, and agency personnel are regularly kept by the Administration.

GABS records show two things: whether a company has a ship agency authorization certificate and for which class and region it is authorized. This forms the basis of the first chain of proof. However, what GABS alone shows is that the company is authorized to act as an agent; not that it is an agent for a specific carrier. That connection is established from voyage-based port and customs records.

Strait Passages and Coastal Safety Records

Regarding vessels transiting the Turkish Straits, notifications made to the Vessel Traffic Services system and agent appointment letters constitute a separate set of records. Since only Class A agents can provide services to vessels making non-stop transits, these records restrictively determine the agent’s identity. In files where the cargo was not discharged in Turkey, but contact with the carrier was established via Turkey, these records may be the only concrete administrative trace.

9. Critical Articles of the New Ship Agency Regulation for Evidentiary Purposes

The Ship Agency Regulation, published in the Official Gazette dated May 14, 2026, and numbered 33253, repealed the old Regulation dated March 5, 2012, and numbered 28224. Articles 1, 2, 3, the fifth paragraph of provisional Article 1, and Articles 31 and 32 of the Regulation entered into force on the date of its publication; its other provisions entered into force three months after the date of publication. The new text establishes a much more favorable registration and archiving system than the old one, in terms of proving the agency relationship.

The definition of the regulation used in favor of the opposing party

In the definition of ship agent in Article 4 of the Regulation, it is stated that agents are persons who cannot be held liable except for their own fault in the acts and transactions they perform. Opposing counsel often uses this phrase to mean that no animosity can be directed at the agent in any way. Two separate issues should not be confused:

• The provision of the Regulation concerns the agent’s material liability and is correct: the agent is not liable for the carrier’s debt unless there is his/her own fault. In fact, Article 105/3 of the TCC (Turkish Commercial Code) provides the same protection.
• However, Article 105/2 of the TCC regulates not liability, but representation in a lawsuit. When a lawsuit is filed relative to the agent, the judgment is made not against the agent, but against the represented carrier. The agent’s assets are not pursued.

Clearly stating this distinction in the statement of defense prevents the court from falling into a wrong framework like “holding the agent liable.”

The concept of a protecting agent

Article 4 of the Regulation defines the protecting agent as “in addition to the agent appointed according to the provisions of the carriage contract”, an agent who protects the rights and interests of the shipowner, master, operator, or charterer and is appointed for services requested to be performed on behalf of the ship. This definition is two-pronged in terms of proof. On the one hand, the protecting agent may not have intermediated the carriage contract; in this case, the second evidentiary link cannot be established for them. On the other hand, the definition itself assumes the existence of an agent appointed according to the carriage contract. If there is a company in the file claiming to be a protecting agent, action should be taken on the assumption that the main carriage agent also exists, and that company should be investigated. Furthermore, pursuant to Article 13/1-i, agents are obliged to share the information and documents requested by the protecting agent regarding the services they provide.

10. Second source of evidence: customs records, summary declaration, and manifest

Customs records are often a richer source than port records in proving the agency relationship; because here not only the vessel but also the cargo itself is registered. In other words, the intersection point of the first link and the second link is the customs document.

Separate boxes in the summary declaration form

The summary declaration form and its instructions for use, included in the annex to the Customs Regulation, foresee separate boxes, and this distinction can be directly used for legal qualification:

• Box 1 — Carrier: If the person submitting the summary declaration and the carrier are different, the carrier’s name and tax identification number, if any, are entered.
• Box 2 — Declarant / representative: The name and tax identification number of the person submitting the summary declaration or their representative are entered.
• Box 13 — Notify party: Enter the name and tax number of the party designated as “notify” on the bills of lading.
• Box 14 — Agent: Enter the name and tax number of the authorized container agent.
• Box 16 — Bill of lading number: If the declarant and the carrier are different, the carrier’s bill of lading number is also added.

If the name of the company in Turkey appears in box 14 and the name of the foreign company appears in box 1, the representation relationship between the two parties is established by an official declaration. Moreover, this declaration was made by the defendant under threat of penal sanctions, even though there was no possibility of a lawsuit.

The issue of the title entered in the carrier box

The General Directorate of Customs’ letter dated 10.02.2023, numbered 82689544, titled “Agents Appearing as Carriers in Summary Declarations,” addresses a common problem encountered in practice. In summary, the letter states that while there is no violation of regulations for agents to submit summary declarations, it is not in accordance with regulations for them to enter their own titles in the carrier box if they have not entered into a transportation contract and have not received freight. It further states that, except in cases where a transportation contract exists and responsibility is assumed as a carrier, this action requires a penalty for irregularity under Article 241 of the Customs Law, in line with the provision of Annex-82/45 of the Customs Regulation.

This opinion letter can be used in two ways. If the company in Turkey has declared itself as the carrier in the summary declaration, then according to the logic of the administrative regulation, this means there is a contract of carriage and freight is received; in this case, the counterparty is not just an agent, but directly the carrier. If it appears in the agent box, the representation relationship is proven, but the capacity of carrier is denied. In both cases, information guiding the file is obtained.

Other customs documents

• Maritime general declaration (IMO FAL form): The form includes a separate box for the ship agent’s name and contact information. This is the simplest document directly indicating the ship’s agent for that voyage.
• Manifest and original bills of lading: These documents, stored at the customs administration, indicate by whom and in what capacity the bill of lading was issued. If the copy held by the consignee is lost, the original can be obtained from here.
• Arrival notification: It is registered by the operator or their representative on the sea route; the registration record made by the person is another trace indicating the representation relationship.
• Discharge list and summary declaration deficit/surplus follow-up: The follow-up file maintained in case of cargo shortage or damage is valuable both for determining the damage and for identifying the addressee.

11. Third source of evidence: signature, stamp, and statements on the bill of lading

The front of the bill of lading is the most direct evidence for the second link of proof. It is no coincidence that the Supreme Court’s decision regarding the Maersk case emphasized that “the bill of lading was also issued by the agent”; whoever prepared and signed the document is also the one who facilitated the establishment of the contract of carriage.

If the stamp is not legible on the electronic or printed copies of the bill of lading, it should be compared with the copy of the same document held by the customs administration. Furthermore, who issued the bill of lading and who the carrier is are separate questions; to determine the carrier, one must look at the structure of the freight contract. Our articles titled freight contracts and who is responsible for cargo damaged during loading and unloading will be guiding in this regard.

12. Fourth source of evidence: reservation, correspondence, invoice, and payment flow

This group of evidence often remains in the client’s own file and is overlooked. The first task upon receiving a power of attorney is to collect all documents related to the relevant shipment from the client’s logistics and accounting departments.

Booking confirmation and email traffic

It is crucial from which corporate email address the transport order, freight quote, and booking confirmation (booking note / booking confirmation) originated. If the correspondence was conducted from a corporate address with the company’s domain in Turkey, it strongly supports the conclusion that the contract was facilitated. For the evidential value of email printouts, it is advisable to include the sender and recipient addresses, date and time information, and header information in the file.

Freight and expense invoices

The fact that invoices related to freight charges, terminal handling (THC), container cleaning, demurrage, or delivery order costs are issued by the company in Turkey on behalf and for the account of the foreign carrier is a commercial manifestation of the representation relationship. A distinction is necessary here: a company issuing a freight invoice does not, by itself, make it the carrier. The Supreme Court has assessments in cargo damage cases stating that the issuer of a freight invoice cannot be considered the carrier. The invoice is proof of intermediation, not of the capacity (as carrier).

Delivery Orders and Delivery Documents

The delivery order (ordino) issued upon presentation of the bill of lading during the cargo delivery phase to the consignee indicates that the company in Turkey acts on behalf of the carrier. Article 25/1 of the New Regulation explicitly lists the delivery order among the documents to be retained for five years; therefore, the existence and content of this document are verifiable facts.

However, the delivery order is a two-edged sword in terms of its probative value. If the bill of lading was issued abroad, the freight was paid abroad, and the company in Turkey only issued a delivery order at the discharge stage, the opposing party would use this as the basis for their defense of “we did not mediate the formation of the contract.” For this reason, the delivery order should not be presented alone, but together with booking and invoice evidence.

Opposing Party’s Own Statements

In practice, the strongest evidence sometimes comes from the opposing party. The company’s objection or submission of a power of attorney “as the agent of the foreign carrier” against the enforcement proceeding initiated by the creditor or insurer, or the lawsuit filed by them, constitutes an admission of party status and the agency relationship. For this reason, in some cases, obtaining a declaration of the opposing party’s status through precautionary attachment or enforcement proceedings before filing a lawsuit is preferred as a deliberate strategy.

Similarly, according to Article 1356 of the TCC, a foreign jurisdiction or arbitration clause does not eliminate the Turkish court’s authority for precautionary attachment. Since cargo damage is also considered a maritime claim under Article 1352/1-(h) of the TCC, a ship can be provisionally attached in Turkey while the discussion regarding jurisdiction on the merits continues. For details on this matter, our pages on ship precautionary attachment and ship precautionary attachment petition can be consulted.

13. Common misconception: trade registry record does not show agency relationship

There is a common factual error in the ready-made texts and some petition samples on this subject: “The relationship between a foreign carrier and its agent in Turkey can be proven by registrations and announcements published in the Trade Registry Gazette.” This statement is incorrect and, if included in a petition, gives the opposing party an easy opportunity to refute it.

In Turkish law, an agency relationship is, as a rule, not a relationship registered in the trade registry. The trade registry shows information about the company itself (title, address, capital, authorized representatives, fields of activity). The only thing that can be seen in the Trade Registry Gazette is the presence of the phrase “ship agency” among the company’s fields of activity in its articles of association. Indeed, Article 8 of the new Ship Agents Regulation also considers the inclusion of this phrase in the company’s declared articles of association for legal entities as a condition for the authorization certificate application, and Article 9 requires a sample of the Turkish Trade Registry Gazette.

So, the registry record only answers this question: can this company engage in ship agency? The question it does not answer is the truly important one: is this company the agent of the foreign carrier not involved in the lawsuit? The documents establishing that connection are administrative records (General Directorate of Maritime Affairs, GABS, port authority) and customs and transportation documents.

14. Method of collecting evidence: HMK tools and content of subpoenas

It is not enough to know that evidence exists; it must be properly introduced into the case file. The main tools that can be used are as follows.

Official Letter to Institutions

In the lawsuit petition and the list of evidence, a request should be made for an official letter to be sent to the relevant port authority, customs directorate, and the General Directorate of Maritime Affairs of the Ministry of Transport and Infrastructure. Including this request in the initial petition prevents the court from directly dismissing the case for lack of jurisdiction if the opposing party raises an objection to jurisdiction.

Request for documents from the counterparty

According to the provisions of the HMK (Code of Civil Procedure) regarding the submission of documents, parties are obliged to submit to the court the documents they or the opposing party rely on as evidence; the court decides on the submission of the document within the specified period. The agency agreement in the possession of the defendant agent, correspondence with the carrier, booking records, and freight account statements can be requested this way.

If the opposing party refrains from submitting the document, the court, while appreciating this conduct, may deem the plaintiff’s statement regarding the document to be verified. The five-year retention obligation under Article 25/1 of the New Regulation is a strong basis at this point: given that the agent’s obligation to retain relevant documents arises from legislation, the defense of “we don’t have it” becomes inherently in need of explanation. Similarly, Article 15/3 of the Regulation stipulates that documents cannot be withheld during an audit on grounds of confidentiality and secrecy; although this provision is not directly related to litigation, it is valuable in demonstrating that the “trade secret” defense is not absolute in this area.

Document and Evidence Discovery from Third Parties

It is also possible to request documents from non-parties and institutions. Furthermore, before or during a lawsuit, if there is a possibility of evidence being lost, evidence discovery can be resorted to. In cargo damage cases, this method can be used not only for determining the condition of the cargo but also for obtaining delivery and order records in a frozen state.

Commercial Books

Having an expert examination conducted on the agent’s commercial books reveals whether freight collection was made on behalf of the foreign carrier or on the agent’s own account. The existence of an account opened in the name of the foreign carrier in the current account records is the accounting equivalent of the representation relationship and is difficult to deny.

Timing

It should be noted that a one-year prescriptive period regarding the carrier’s liability in maritime transport is applicable. Efforts to collect evidence do not halt this period. Therefore, the correct sequence is as follows: first, an action to preserve the period (lawsuit, enforcement proceedings, or arbitration) is initiated, and evidence collection is pursued within the proceedings. Furthermore, the mandatory mediation requirement for commercial cases must also be considered.

15. The Opposing Party’s Defense Lines and Responses Thereto

In these cases, the defenses employed by the opposing party’s counsels are largely standard. Addressing these in advance while preparing the reply brief prevents the loss of a second hearing.

In the summaries of the decisions of the 11th Civil Chamber, published with anonymized details in case law databases, it is stated that directing legal action against an agent is limited to the matters they mediated and the cases enumerated in Article 103 of the Turkish Commercial Code (TTK); that a decision of incompetence cannot be rendered without considering the defendant’s defense that they did not act as an agent in the transportation subject to the lawsuit; and that the court must determine whether an agency activity exists by collecting evidence from the parties. This is a ground that could form the core of an appeal petition against a decision of incompetence: if the court accepted the jurisdictional objection without collecting evidence, the judgment is based on an incomplete examination.

16. How to file a lawsuit: action in representation and the “notify agent” trap

Even if the evidence framework is correctly established, misdirecting the legal action concludes the file before reaching the merits. In practice, three errors are repeated.

First error: suing the agent in their own capacity

A direct lawsuit cannot be filed against an agent in their own name (as principal). In such a lawsuit, a decision of dismissal will be given due to lack of passive legal standing (capacity to be sued). The correct method is to file the lawsuit against the agent in representation of the carrier. The following template is used in the parties section of the petition: “DEFENDANT: [Foreign carrier’s name] — Representative/Agent in Representation: [Company name and address in Turkey]”

The safe way is to direct the legal action against both the foreign carrier and the agent in representation of the carrier. This benefits from the Supreme Court’s jurisprudence which recognizes exclusive jurisdiction protection even in lawsuits filed directly against foreign carriers; and the agent’s passive representation authority is utilized.

Second error: directing legal action towards the notify party

The company appearing only as the “party to be contacted” on the bill of lading is not the carrier’s agent. Hostility directed at this company will be rejected, and a counter-attorney’s fee will be incurred. If more than one Turkish company appears on the bill of lading, a lawsuit should not be filed before determining which one is involved in what capacity.

Third error: suing the agent within the scope of tortious act

TCC Article 105/2 pertains to disputes arising from contracts. There are rulings stating that hostility cannot be directed at the agent in claims based on tortious acts, such as damage to cargo during handling. Therefore, the legal classification of the claim must be made correctly from the outset.

Competent court

In cases related to maritime commerce, the competent court is the commercial court of first instance. Pursuant to Article 5/2 of the TCC, divisions assigned by the Council of Judges and Prosecutors hear these cases as specialized maritime courts; in Istanbul, this duty falls to the Istanbul 17th Commercial Court of First Instance. Since the relationship between a specialized court and other commercial courts is one of jurisdiction, it is observed ex officio by the court.

17. Evidence checklist and timing

The list below summarizes the tasks that need to be completed within the first two weeks of the file, after receiving the power of attorney.

18. Why is it important to properly manage the process in these files?

In disputes arising from sea transport, the fate of the case is often determined at the jurisdiction and standing stage, without delving into the merits. When a decision of lack of jurisdiction is rendered, the cargo owner is left with two options: filing a lawsuit abroad or abandoning the claim. In medium-sized damage cases, the second option practically becomes the only option. Therefore, the initial petition is the most critical document of the case.

The correct conduct of the process requires the following elements: directing the action to the right person and in the right capacity, establishing two separate chains of evidence, requesting official letters (müzekkere) along with ship and voyage information in the initial petition, scheduling the preclusion period and the mandatory mediation requirement (as a condition for filing a lawsuit), evaluating the possibility of a precautionary attachment if the ship is in Turkish waters, and establishing alternative lines of defense, knowing that jurisprudence can have conflicting interpretations.

Regional Concentration

A significant portion of Turkey’s container and general cargo traffic passes through the ports of the Marmara Region. This leads to a geographical concentration of disputes along a specific route. 2M Hukuk Law Office, with its Tuzla-centered operational structure, is located right in the middle of this route and handles maritime trade cases.

• Istanbul Anatolian Side: Tuzla, Pendik, Kartal, Maltepe, Sancaktepe, Sultanbeyli, Ümraniye, Ataşehir, Üsküdar — An area where agency, ship claims, and seafarer cases are concentrated due to the Tuzla shipyards region and surrounding maritime companies.
• Kocaeli: Gebze, Çayırova, Darıca, Dilovası, İzmit, Körfez, Başiskele — The center for cargo damage, late delivery, and demurrage disputes due to the container and bulk cargo terminals in Körfez.
• Istanbul European Side and other regions: Correspondence and hearing follow-up are also carried out for files originating from Ambarlı and its vicinity, as well as Aegean and Mediterranean ports.

Frequently Asked Questions

How can I find out if a foreign carrier has an agent in Turkey?

The first place to check is the signature and stamp section on the front of the bill of lading, and the “for delivery apply to” field. Then, the records of the port authority and the relevant customs directorate of the port the ship called at are examined. Since information regarding agents authorized under Article 6/8 of the New Ship Agents Regulation is published on the Administration’s website, the company’s agency authorization can also be confirmed here as a preliminary check.

Can a statement written by the agent themselves, “we are the agent of this ship,” be considered as evidence?

It is not considered sufficient on its own. In the decision of the 12th Civil Chamber of the Court of Cassation numbered E. 2020/3474, K. 2021/4361, it was adopted that such a document unilaterally signed by the company is not sufficient to accept the existence of an agency relationship. The relationship must be established with documents that also reflect the will of the represented party.

If the agency contract has ended, can a lawsuit no longer be filed against the agent?

It can be filed. In the same decision, it was accepted that a lawsuit can be filed against the agent even after the termination of the agency contract, provided that the transaction was carried out within the scope of the agency relationship; and that the passive power of representation continues with respect to the brokered business.

Can the agency relationship be seen in the Trade Registry Gazette?

No. The registry record only indicates that ship agency is among the company’s fields of activity; it does not show that it is the agent of a specific foreign carrier. This connection is established through administrative records, customs, and transport documents.

If it is proven that they are an agent, does the foreign jurisdiction clause in the bill of lading automatically become invalid?

It is not automatic. Furthermore, it must be established that the agent mediated the transport subject to the lawsuit or issued the bill of lading. If this second link is not established, the court may accept the objection to jurisdiction.

Should I file the lawsuit against the agent or the foreign carrier?

A lawsuit cannot be filed against the agent in their own capacity; the lawsuit is filed against the agent on behalf of the carrier. The safest way is to direct the claim to both the foreign carrier and the agent on their behalf. The Supreme Court has accepted that protection can also be applied in lawsuits filed directly against the foreign carrier.

If I file a lawsuit against the agent on behalf of the principal, will the agent be liable with their own assets?

No. Pursuant to Article 105/3 of the TCC, decisions rendered in lawsuits filed in Turkey against persons on whose behalf agents act cannot be applied to agents. The judgment is rendered against the principal debtor.

Can the same argument be used even if there is an arbitration clause in the bill of lading?

In the decision of the 11th Civil Chamber of the Supreme Court, numbered E. 2020/8347, K. 2022/3672, the consequence of exclusive jurisdiction was linked to the unsuitability for arbitration. Therefore, the argument can also be put forward for London arbitration clauses.

What can I do if the agent refuses to provide us with documents?

The court may be asked to order the production of documents. Furthermore, Article 25/1 of the Ship Agents Regulation mandates that agency agreements, delivery orders, correspondence, invoices, and receipts must be kept for at least five years; Article 15/3 stipulates that documents cannot be withheld during an inspection on grounds of confidentiality or secrecy. These provisions reduce the value of the “we have no documents” defense.

Is a notification made to the agent considered to have been made to the carrier?

Article 25/2 of the Ship Agencies Regulation stipulates that notifications made to agents are deemed to have been made to the shipowner, operator, or charterer for the duration of the agents’ responsibility. However, this presumption is limited in time: responsibility continues as long as the serviced ship is within the administrative limits of the port; for transit passage without calling at a port, it is limited to strait boundaries. For notifications made after the ship leaves the port, the power of representation under Article 105 of the Turkish Commercial Code (TTK) must be relied upon.

If the ship has left Turkey, what recourse do I have?

Port authority and customs records remain in the archive even after the ship’s departure; they can be obtained with a writ. Furthermore, provisional arrest may come into question if another ship belonging to the same shipowner calls at a Turkish port due to the sister ship concept. You can find detailed information on this matter on our page about provisional arrest of ships.

What is the time limit for these cases?

Regarding claims related to the carrier’s liability in the carriage of goods by sea, there is a one-year forfeiture period, and this period is not suspended by evidence collection efforts. Separate rules apply to claims for late delivery and delay, as well as claims for recourse. Time limits must be calculated on a case-by-case basis; for details, you can refer to our article titled delay of goods carried by sea.

References and legislative links

Legislation

• Turkish Commercial Code No. 6102 — art. 102, 103, 105, 106, 116, 1178 et seq., 1352, 1353, 1356 — mevzuat.gov.tr
• Law on International Private and Procedural Law No. 5718 — art. 24, 47, 54 — mevzuat.gov.tr
• Civil Procedure Code No. 6100 — provisions regarding the submission of documents and determination of evidence — mevzuat.gov.tr
• Customs Law No. 4458 — art. 35/A, 35/B, 241 — mevzuat.gov.tr
• Ship Agencies Regulation, OG 14/5/2026 – 33253 — resmigazete.gov.tr
• Customs Regulation Annex-10 Summary Declaration Form and Instructions for Use — Ministry of Trade publication
• Ship agency procedures and GABS announcements — General Directorate of Maritime Affairs

Court decisions

• Supreme Court 12th Civil Chamber, Docket No. 2020/3474, Decision No. 2021/4361, Date 07.04.2021 (Adana Regional Court of Justice 10th Civil Chamber, 2019/1920 Docket No. – 2020/261 Decision No.) — standard of proof for agency relationship and continuation of passive representation authority
• Supreme Court 11th Civil Chamber, Docket No. 2019/3298, Decision No. 2020/2018, Date 25.02.2020 — TCC art. 105/2 and exclusive authority
• Supreme Court 11th Civil Chamber, Docket No. 2019/293, Decision No. 2020/953, Date 05.02.2020 — decision with dissenting opinion
• Court of Appeals 11th Civil Chamber, Docket No. 2019/3799, Decision No. 2020/3051, Date 22.06.2020 — lawsuit filed directly against a foreign carrier
• Court of Appeals 11th Civil Chamber, Docket No. 2020/8347, Decision No. 2022/3672, Date 09.05.2022 — arbitration clause and non-arbitrability
• Court of Appeals 11th Civil Chamber, Docket No. 2015/7244, Decision No. 2016/1657, Date 17.02.2016 — criterion of certainty in jurisdiction clause (with dissenting opinion)
• Court of Appeals 11th Civil Chamber, Docket No. 2015/1422, Decision No. 2015/8645, Date 23.06.2015 — subrogation of the insurer and adherence to the jurisdiction clause
• Court of Appeals 11th Civil Chamber, Docket No. 1982/5392, Decision No. 1983/103, Date 20.01.1983 — application of agency provisions in incidental transactions
• Istanbul Regional Court of Appeals 14th Civil Chamber, Docket No. 2017/12, Decision No. 2017/23 — general terms and conditions review in transactions between merchants

Doctrine

• A study on the evaluation of Article 105/2 of the Turkish Commercial Code from the perspective of international procedural law, Marmara University Faculty of Law Journal of Legal Research, Vol. 30, No. 1, June 2024
• Arslan Kaya, Commentary on the Turkish Commercial Code – Agency, Istanbul 2013 (Work cited in the 12th Civil Chamber decision)
• A study on jurisdiction clauses in bills of lading, Istanbul Bilgi University Maritime Law studies