Breach of Non-Compete Clause After Selling a Turkish Company: What Can the Buyer Do? – 2026 Updated Guide

Learn what buyers can do when a seller breaches a non-compete clause after selling a Turkish company, including injunctions, penalties, damages and customer protection.

A foreign buyer may discover that the seller started a competing business, contacted former customers, recruited key employees or used confidential information after selling a Turkish company.

If the Share Purchase Agreement or business-transfer agreement contains a valid non-compete clause, the buyer may be able to seek an injunction, contractual penalty, damages or other commercial remedies.

However, a non-compete clause is not enforceable merely because it appears in the contract. Its scope, duration, territory, protected business interest and proportionality must be examined.

This 2026 updated guide explains what a buyer can do after a seller breaches a non-compete clause in Turkey.

What Is a Non-Compete Clause?

A non-compete clause restricts the seller from carrying out competing activities after transferring shares, a business or a commercial enterprise.

The clause may prohibit the seller from establishing a competing company, acquiring a competitor, soliciting customers, recruiting employees or using confidential business information.

The buyer should review whether the clause applies to the seller personally, the seller’s affiliates, representatives or companies controlled by the seller.

Is a Non-Compete Clause Automatically Enforceable?

No. The clause must generally be sufficiently clear, reasonable and connected to a legitimate business interest.

The court may examine the restricted activity, geographic area, duration, customer group and business sector. A restriction that is excessively broad may be limited, interpreted narrowly or found unenforceable.

The clause should protect the goodwill, customer relationships, confidential information and value transferred to the buyer without imposing an unjustified restriction on the seller.

Does the Transaction Type Matter?

A non-compete clause in a share purchase may be assessed differently from a clause in an employment agreement.

A seller who transferred a business and its customer relationships may be subject to a commercially justified restriction. If the seller was also an employee or manager, separate employment-law rules may apply.

In an asset or business sale, the agreement should identify the transferred goodwill, customer base, trade secrets and activities covered by the restriction.

What Conduct May Breach the Clause?

Potential breaches may include opening a competing company, investing in a direct competitor, providing services to former customers, diverting contracts or using the target company’s pricing and customer information.

Recruiting key employees, copying business models, using confidential documents and approaching suppliers may also violate related non-solicitation or confidentiality obligations.

The buyer should compare the seller’s conduct with the exact wording of the clause rather than relying on a general impression of competition.

What Should the Buyer Do Immediately?

The buyer should preserve the agreement, customer records, employee information, seller communications and evidence of the competing activity.

The seller should be notified in writing and asked to stop the alleged breach. The notice should identify the clause, conduct, affected customers or employees and requested remedy.

The buyer should avoid deleting or altering company records and should use lawful methods to collect evidence.

Can the Buyer Request an Injunction?

An interim injunction may be considered where the seller’s competition is continuing and may cause serious or irreversible harm.

The buyer may seek protection against use of confidential information, solicitation of customers, recruitment of key personnel or transfer of contracts to the competing business.

The court evaluates the apparent strength of the claim, urgency and proportionality. Security may be required.

Can the Buyer Claim a Contractual Penalty?

If the agreement contains a contractual penalty for breach of the non-compete clause, the buyer may seek payment according to the SPA.

The buyer should review whether the penalty applies to each breach, each customer, each day or the entire conduct. Excessive penalties may be subject to judicial review.

The buyer may need to prove that the clause was valid and that the seller’s conduct fell within its scope.

Can the Buyer Claim Damages?

The buyer may claim losses caused by the breach, including lost revenue, lost customers, reduced company value, recruitment costs and expenses incurred to protect confidential information.

Lost profits must generally be supported by evidence. Customer contracts, sales records, profit margins, pipeline data and the timing of the seller’s conduct may be important.

The buyer should also consider whether the target company suffered the loss directly or whether the buyer suffered a separate loss in the value of its investment.

Can the Buyer Recover the Seller’s Profits?

In some circumstances, the buyer may seek recovery connected with profits or benefits obtained through the breach, subject to the contract and applicable legal remedies.

The buyer should establish the relationship between the seller’s competing activity and the transferred business opportunity.

Financial records, customer payments and related-company accounts may help show the benefit obtained by the seller.

What If the Seller Contacts Former Customers?

A seller may be free to conduct business generally unless the contract restricts customer solicitation or the conduct involves confidential information, misrepresentation or unfair competition.

The buyer should identify whether the customer was transferred as part of the acquired goodwill and whether the seller actively solicited or merely responded to an independent approach.

Customer contracts, emails, call records, quotations and new agreements may help establish solicitation.

What If the Seller Recruits Employees?

A non-solicitation clause may restrict the seller from recruiting key employees for a specified period.

The buyer should preserve employment records, recruitment messages, job offers and evidence of the employee’s role in the acquired business.

The enforceability of employee restrictions depends on the clause, the employee’s position, confidentiality concerns and the effect on legitimate competition.

Can Confidentiality Clauses Support the Claim?

Yes. Even if the non-compete clause is disputed, confidentiality and trade-secret obligations may independently protect customer lists, pricing, contracts, source materials, business plans and technical information.

The buyer should identify what information was confidential, how the seller obtained it and how it was used or disclosed.

Evidence of copying, downloading, forwarding or transferring files may be important.

What Defenses May the Seller Raise?

The seller may argue that the clause is too broad, expired, unclear or disproportionate.

The seller may also claim that the activity is outside the restricted business, the customer approached independently, the information was public or the buyer suffered no measurable loss.

The buyer should prepare a response based on the SPA, transaction purpose, customer history and evidence of actual harm.

Can a Third Party Be Liable?

A competitor or related company may face liability if it knowingly participated in the seller’s misuse of confidential information, unlawful customer diversion or another form of unfair competition.

The third party is not automatically liable merely because it competes with the acquired company.

The buyer should identify the third party’s knowledge, conduct and benefit.

Can a Criminal Complaint Be Filed?

A criminal complaint may be considered if the conduct involves theft or misuse of confidential information, forged documents, fraud or unlawful access to company systems.

A seller’s ordinary competition is not automatically a criminal offense.

Commercial injunctions, contractual penalties and damages claims may still be necessary even if a criminal investigation begins.

What Evidence Matters in 2026?

In 2026, customer relationship systems, corporate emails, cloud files, business messages, digital contracts, employee recruitment records and online advertising may be decisive.

The buyer should preserve original documents, access logs, file histories, customer communications and evidence showing the seller’s relationship with the competing business.

Digital evidence should be collected lawfully and stored in a verifiable form.

Can a Foreign Buyer Act from Abroad?

A foreign buyer does not always need to travel to Turkey. A Turkish lawyer may issue notices, seek interim protection and pursue commercial litigation under a valid power of attorney.

Depending on the issuing country, legalization, apostille and official translation may be required.

Lawyer Fırat Fesih Kaya assists buyers with non-compete breaches, customer diversion, confidentiality violations, contractual penalties and commercial litigation in Turkey.

2026 Legal Considerations

Foreign buyers should define the restricted business, territory, duration, customer group, employee group, affiliates and permitted activities precisely before signing.

After discovering a breach, the buyer should act quickly because evidence may disappear and contractual notice periods may apply.

The applicable rules on M&A agreements, competition restrictions, confidentiality, unfair competition, damages, injunctions and contractual penalties should be reviewed before action is taken.

Frequently Asked Questions (FAQ)

1. Can a buyer enforce a non-compete clause after a Turkish company sale?

Potentially, if the clause is valid, clear, proportionate and the seller’s conduct falls within its scope.

2. Can the buyer stop the seller from opening a competing company?

An interim injunction may be requested where the clause and evidence justify urgent protection.

3. Can the buyer claim a contractual penalty?

Yes, if the SPA contains an applicable penalty clause and the breach is proven.

4. Can the buyer claim lost profits?

Lost profits may be recoverable if causation and the amount can be proven.

5. Can the seller compete after the restriction expires?

Generally, the seller may compete after the valid restriction period ends, subject to confidentiality and other continuing obligations.

6. Can former customers be contacted by the seller?

The answer depends on customer-solicitation restrictions, confidential information and the circumstances of the contact.

7. Can the seller recruit former employees?

A valid non-solicitation clause may restrict recruitment, especially concerning key employees.

8. What if the non-compete clause is too broad?

A court may interpret it narrowly, limit it or find it unenforceable depending on the circumstances.

9. Can a related company be sued for the seller’s competition?

Potentially, if it knowingly participated in unlawful customer diversion or misuse of confidential information.

10. Can a foreign buyer pursue the claim without traveling to Turkey?

In many cases, yes. A Turkish lawyer may act under a valid power of attorney.

This article is provided for general informational purposes only and does not constitute legal advice. We recommend consulting a lawyer about your specific circumstances to avoid any loss of rights.

Expert Legal Support for Buyers

A seller’s post-sale competition can reduce the value of the acquired Turkish company and undermine the goodwill transferred to the buyer. Prompt evidence preservation and interim protection may be essential.

Fırat Fesih Kaya Law Office provides professional legal support to buyers in non-compete disputes, customer diversion, confidentiality claims, contractual penalties, injunctions and commercial litigation.

Call: +90 312 434 22 22
WhatsApp: +90 532 769 22 22
Email: info@firatfesihkaya.av.tr
Address: Mevlana Boulevard No:221, Yildirim Tower, Balgat, Cankaya, Ankara, Turkey