ARTICLE 1: PARTIES

1.1. LANDOWNERS: (Hereinafter referred to as “LANDOWNER”) Address: […]

1.2. CONTRACTOR (BUILDER): (Hereinafter referred to as “CONTRACTOR”) Address: […]

ARTICLE 2: SUBJECT AND SCOPE OF THE CONTRACT

The subject of this contract is the construction by the CONTRACTOR on the immovable property owned by the LANDOWNER, located at […] Province, […] District, […] Neighborhood, Sheet number […], Block number […], Parcel number […], in accordance with zoning regulations, the approved project, technical specifications, and the provisions of this contract, on a “Turnkey” basis with all expenses borne by the CONTRACTOR, and in return, the transfer (promise to sell) of certain land shares by the LANDOWNER to the CONTRACTOR.

ARTICLE 3: TRANSFER OF LAND SHARES (STAGE-BASED TRANSFER SYSTEM)

To provide the greatest assurance for the landowner, the transfer of land shares to the CONTRACTOR will not be made in advance, but will be carried out gradually according to the construction’s progress.

3.1. The transfer of land shares is subject to the following stages:

a) Upon the construction reaching the plinth level and the concrete being poured: 10% of the share due to the CONTRACTOR,

b) Upon completion of the rough construction (reinforced concrete frame and walls): 20% of the share due to the CONTRACTOR,

c) Upon completion of the roof, exterior cladding, window frames, and plastering: 20% of the share due to the CONTRACTOR,

d) Upon completion of the interior finishing works (installations, paint, ceramics, parquet, doors, etc.): 20% of the share due to the CONTRACTOR,

e) Upon actual delivery of the building and receipt of the Occupancy Permit (İskan): All remaining shares (30%).

3.2. Even if the CONTRACTOR has promised to sell the independent sections it will acquire under this contract to third parties, the claim of good faith by third parties cannot be asserted against the LAND OWNER. According to the precedents of the Court of Cassation; “If the contractor has assigned to a third party or made a promise to sell, the deed is returned to the land owner without considering the third party’s claim of good faith. This is because only a genuine receivable (acquired right) can be assigned, and therefore, the assignment of a right that the contractor has not earned cannot be mentioned.” For this reason, the CONTRACTOR cannot dispose of shares it has not yet earned.

ARTICLE 4: SITE HANDOVER, CONSTRUCTION PERIOD AND COMMENCEMENT OF WORK

4.1. Site delivery shall be made vacant to the CONTRACTOR within a maximum of […] days from the completion of title deed transfer procedures or the signing of the contract. 4.2. The construction period is […] months from the date the construction permit is obtained. The CONTRACTOR must obtain the construction permit from the relevant municipality within a maximum of […] months from the site delivery. 4.3. The CONTRACTOR, as a prudent merchant, has inspected the land, conducted a soil survey, and signed this contract with full knowledge of all legal and factual circumstances. “A company operating in the construction sector, as a prudent merchant, must investigate the land on which it will build in all its aspects,” and therefore, soil structure, excavation difficulties, or bureaucratic obstacles cannot be considered reasons for an extension of time.

ARTICLE 5: DELIVERY AND OCCUPANCY (BUILDING OCCUPANCY PERMIT)

5.1. The concept of delivery; is the completion of the construction in accordance with the contract, technical specifications, and rules of science and art, the completion of landscaping, the preparation for electricity, water, and natural gas subscriptions, and most importantly, the obtainment of the Building Occupancy Permit (İskan). 5.2. A building for which an occupancy permit has not been obtained is not considered legally delivered, even if it is physically completed. The agreement and final settlement between the parties will only be made after the occupancy permit is obtained. Indeed, in similar practice, the principle that “an account settlement will be made between the parties after the delivery of the building to the land owners and the obtaining of the occupancy permit according to the flat-for-land construction contract” is valid. 5.3. Even if the LAND OWNER does not put forward a “reservation” during delivery, the CONTRACTOR’s responsibility for hidden defects and unfinished works continues. However, the LAND OWNER may explicitly specify deficiencies and defects in the delivery report.

ARTICLE 6: DELAY COMPENSATION AND PENAL CLAUSE

6.1. Delay Rental Compensation: The CONTRACTOR agrees and undertakes to pay the LAND OWNER delay compensation equivalent to the market rental value for each independent unit belonging to the LAND OWNER, for each month of delay if the construction is not delivered on time. 6.2. Penalty Clause Attached to Performance: In addition to the rental compensation, in case of delay, the CONTRACTOR will additionally pay the LAND OWNER a penalty of […] USD/TL for each month. The penalty clause and rental compensation agreed upon in this contract are cumulative, and the LAND OWNER has the right to demand both. According to the provision “in case of delay in delivery, rental payment based on the market value has also been accepted, in addition to the penalty specified in Article 7”, these two claims are not alternative to each other. 6.3. The delay period, excluding force majeure and delays caused by the LAND OWNER, cannot exceed […] months under any circumstances. If it exceeds this period, the LAND OWNER’s right to unilateral termination arises.

ARTICLE 7: SECURITY

7.1. The CONTRACTOR shall provide a definitive and indefinite letter of guarantee obtained from a bank, in the amount of […] TL, to the LANDOWNER, in order to secure its obligations arising from this contract (completion of construction, obtaining occupancy permit, rectification of defects, etc.). 7.2. This letter of guarantee will only be returned on the condition that the building’s occupancy permit is obtained and the LANDOWNER releases the CONTRACTOR. As stated in similar practices; “when a definitive and indefinite letter of guarantee from a reputable bank is submitted” it is essential for measures or obligations to be secured by collateral, and this guarantee is the LANDOWNER’s most important assurance. 7.3. In case of the CONTRACTOR’s default, bankruptcy, or abandonment of the work, the LANDOWNER has the right to convert the letter of guarantee into cash without the need for any judgment or warning.

ARTICLE 8: TERMINATION OF THE CONTRACT AND CONTRACTOR’S DEFAULT

8.1. Default occurs if the CONTRACTOR fails to complete the construction within the specified period, abandons the work, or ceases activity at the construction site. In cases where situations such as “it is determined by the expert committee that the defendant contractor has not performed any activity despite all warnings, and no work has been done at the construction site” are identified, the LAND OWNER may terminate the contract for just cause. 8.2. Retroactive Termination: If the completion rate of the construction is below 90%, the LAND OWNER has the right to terminate the contract retroactively. In this case, the title deeds of the land shares transferred to the CONTRACTOR shall be registered in the name of the LAND OWNER, even if they have passed to third parties. The CONTRACTOR can only claim the cost of the work performed within the framework of unjust enrichment provisions and after deducting the damages suffered by the LAND OWNER (e.g., loss of rent, consequential damages). 8.3. In the event of contract termination, the evacuation of the CONTRACTOR from the construction site and the cessation of work shall be immediately ensured.

ARTICLE 9: TAXES, FEES AND EXPENSES

9.1. All kinds of projects, licenses, building inspections, SSI premiums, taxes, fees, and penalties related to the construction entirely belong to the CONTRACTOR. 9.2. As emphasized in the decisions of the Supreme Court, even in case of termination or liquidation, the CONTRACTOR is responsible for debts such as ‘SSI premiums, tax receivables, building inspection receivables’. The LAND OWNER has no responsibility for these debts.

ARTICLE 10: LIABILITY TOWARDS THIRD PARTIES

10.1. The CONTRACTOR is solely responsible for all liabilities towards third parties (buyers) to whom the CONTRACTOR sells the independent sections allocated to them. 10.2. In contracts to be made between the CONTRACTOR and third parties, it is mandatory to include the provision: “the buyer shall accept the contractor as the addressee for all compensation and claim rights arising from this Preliminary Sales Agreement, and shall acknowledge in advance that the contractor is responsible for all defects, faults, incomplete manufacturing, and potential damages that may arise from delays.” The LANDOWNER cannot be held responsible for delay or defects towards the CONTRACTOR’s customers.

ARTICLE 11: PROHIBITION OF ASSIGNMENT AND TRANSFER

The CONTRACTOR cannot partially or entirely assign the rights and obligations arising from this contract, or the obligation to construct, to another party without the written consent of the LANDOWNER.

ARTICLE 12: AMENDMENTS AND ADDITIONAL AGREEMENTS

Any changes, additions, and amendments to this contract shall not be valid unless made officially (in the presence of a Notary). “It is also mandatory to comply with the written form when amending a contract that is stipulated to be made in writing by law.” Ordinary written supplementary protocols or verbal agreements shall not create any provisions against the LANDOWNER.

ARTICLE 13: NOTIFICATION ADDRESSES AND RESOLUTION OF DISPUTES

13.1. The addresses of the parties stated above are their legal notification addresses. Unless address changes are notified through a notary, notifications made to these addresses shall be deemed valid. 13.2. In disputes arising from this contract, the […] Courts and Enforcement Offices are authorized.

This contract has been drawn up in […] copies on […] date and has been read and signed by the parties.

LAND OWNER | CONTRACTOR

Why is Expert Lawyer Support Necessary in This Type of Contract?

Construction and real estate pre-sale contracts in return for land share, drawn up as an official deed, are high-risk contracts intertwined with title deed transfer, construction law, law of obligations, and judicial precedents, leading to economic outcomes worth millions of liras between the parties. Therefore, concluding them with standard texts or texts obtained from the internet can lead to rights losses that are very difficult for land owners to reverse.

The main reasons why expert lawyer support is mandatory in these contracts are as follows:

Incorrect Establishment of the One-Stage Land Share Transfer System Leads to Significant Loss of Rights

If the stage, rate, and conditions under which land shares will be transferred are not arranged in accordance with Supreme Court precedents, the contractor may transfer shares they have not yet earned to third parties. This situation significantly complicates the land owner’s ability to reclaim their title deed. An expert lawyer correctly structures the distinction between entitlement – assignment – good faith of the third party.

The Concepts of Delivery – Occupancy Permit – Actual Completion Are Not Legally Identical

The most common mistake in practice is to consider a building delivered when it is physically completed. However, delivery is not legally deemed complete without obtaining an occupancy permit. This distinction can only be clearly and enforceably stipulated in the contract by an experienced lawyer in this field.

Delay Compensation and Penalty Clause Provisions Must Comply with Judicial Review

The enforceability, amounts, and durations of rent compensation and penalty clauses must be drafted in a manner that will pass the scrutiny of the Court of Appeals. Otherwise, in cases that may be filed, these provisions may be reduced or deemed entirely invalid.

Title Deed Returns and Risks Related to Third Parties in Case of Termination

Retroactive termination of the contract, return of title deeds transferred to the contractor, sales made to third parties, and unjust enrichment calculations are highly technical legal procedures. This area is particularly prone to errors by overseas investors and contractors.

Notary Public Deed Form, Formal Requirement and Validity Control

Construction and promise to sell contracts in return for a land share must be executed in the form of a notary public deed. Contracts drawn up contrary to the formal requirement may be deemed invalid, even if all construction is completed.

Expert Legal Support in Tuzla and Istanbul Region

In such high-risk and technical contracts, especially in the Tuzla – Istanbul region, it is of vital importance for landowners and investors to work with an experienced law firm in the field of construction law and real estate disputes.

In this regard, 2M Law Firm, which stands out with its expert team in the areas of land share construction contracts, flat-for-land construction projects, contractor default, title deed cancellation and registration lawsuits, and delay compensation, provides comprehensive legal assurance from the initial stage of the contract to notarization, from the implementation process to potential disputes. A paper suggestion.