Foreign Jurisdiction Clause in a Contract With a Turkish Company: Will Turkish Courts Enforce It? – 2026 Updated Guide

Will Turkish courts enforce a foreign jurisdiction clause in a contract with a Turkish company? Learn about exclusive and non-exclusive clauses, arbitration, objections, service, and enforcement.

A Turkish court may enforce a valid foreign jurisdiction clause in a contract with a Turkish company. However, enforcement is not automatic. The clause must be clear, properly incorporated, applicable to the dispute, and consistent with mandatory Turkish jurisdiction rules and public policy.

The parties should also distinguish a foreign jurisdiction clause from a foreign governing-law clause and an arbitration clause. These provisions have different legal effects.

Governing Law, Jurisdiction, and Arbitration

Contract provision	Main function
Governing-law clause	Determines which substantive legal rules apply
Jurisdiction clause	Determines which national court may hear the dispute
Arbitration clause	Requires the dispute to be decided by an arbitral tribunal

A contract may choose English law but Turkish courts, or Turkish law but foreign courts. It may also choose foreign arbitration while allowing Turkish courts to issue interim measures concerning Turkish assets.

When Will Turkish Courts Recognize a Foreign Court Clause?

Turkish courts may recognize a foreign court-selection clause where the dispute has a foreign element and the agreement satisfies the applicable legal requirements.

The court may examine:

• Whether the clause is in writing;
• Whether the chosen court or country is clearly identified;
• Whether the signatories had authority;
• Whether the clause covers the dispute;
• Whether the clause is exclusive;
• Whether the contract was properly incorporated;
• Whether mandatory Turkish jurisdiction applies;
• Whether enforcement would violate public policy;
• Whether the clause is valid under the chosen law or applicable conflict rules.

A foreign company should preserve the signed contract and all documents showing acceptance of the jurisdiction clause.

Exclusive Versus Non-Exclusive Jurisdiction

The wording of the clause is critical.

An exclusive clause may state that disputes “shall be submitted exclusively” to the courts of a particular country. This gives the foreign court a stronger claim to hear the dispute and may support an objection to proceedings filed in Turkey.

A non-exclusive clause may state that the courts of a country “may” or “shall have jurisdiction” without excluding other courts. In that situation, a Turkish court may still have jurisdiction if another valid connection exists.

Examples of stronger wording include:

• “The courts of England shall have exclusive jurisdiction.”
• “All disputes shall be submitted exclusively to the courts of Switzerland.”
• “The parties waive proceedings before any other court.”

Examples of uncertain wording include:

• “The parties may apply to the courts of France.”
• “The courts of Germany shall have jurisdiction where appropriate.”
• “The agreement is governed by foreign law.”

The exact language and context should be reviewed.

Does Choosing Foreign Law Select a Foreign Court?

No. A governing-law clause does not automatically select a foreign forum.

For example, a contract may state that German law applies but say nothing about jurisdiction. Turkish courts may still hear the dispute if they have jurisdiction under Turkish procedural and conflict rules.

Likewise, a clause choosing Turkish law does not automatically require Turkish courts if the parties separately selected a foreign court or arbitration.

The two clauses should be drafted separately and consistently.

Mandatory Turkish Jurisdiction

A foreign jurisdiction clause may not be effective where Turkish law gives Turkish courts mandatory or exclusive jurisdiction.

This may arise in matters involving:

• Turkish real estate;
• Certain corporate or company-status disputes;
• Insolvency proceedings;
• Employment protections;
• Consumer disputes;
• Some intellectual property registration issues;
• Public authorities;
• Regulatory matters;
• Other subjects reserved to Turkish courts.

The parties cannot always avoid mandatory Turkish jurisdiction merely by selecting a foreign court.

Contractual Incorporation and General Terms

A jurisdiction clause may be challenged if it was hidden in general terms, not provided before signing, or not properly incorporated into the contract.

The party relying on the clause should show that:

• The terms were supplied;
• The other party had access to them;
• The clause was reasonably visible;
• The contract referred to the terms;
• The signatory accepted them;
• The terms were not inconsistent with another document.

In online transactions, the company should preserve click-acceptance records, version history, electronic signatures, and the exact terms displayed at the time of contracting.

Authority of the Signatory

A Turkish company may argue that its employee, manager, agent, or representative lacked authority to agree to a foreign jurisdiction clause.

The parties should review corporate approvals, signature circulars, powers of attorney, board resolutions, and the signatory’s position.

A foreign company should also verify its own authority and preserve evidence showing that the contract was approved properly.

What If the Turkish Company Files a Lawsuit in Turkey?

If a Turkish company files in Turkey despite an exclusive foreign jurisdiction clause, the foreign defendant should raise the jurisdiction objection at the appropriate stage.

The defendant should submit:

• The contract;
• The jurisdiction clause;
• Evidence of signature and authority;
• The exclusive wording;
• The relationship between the dispute and the clause;
• Evidence that no mandatory Turkish jurisdiction applies.

The company should avoid participating fully in the merits before preserving its jurisdiction objection.

A late or improperly presented objection may create procedural difficulties.

Arbitration Clauses Are Different

If the contract contains an arbitration clause, the Turkish court may be required to decline jurisdiction over the merits, subject to the validity and scope of the arbitration agreement.

However, Turkish courts may still be involved in:

• Interim injunctions;
• Precautionary attachments;
• Evidence preservation;
• Service;
• Support for arbitration;
• Recognition and enforcement of awards.

A Turkish bank, carrier, insurer, subsidiary, director, or guarantor may not be bound by the arbitration clause if it did not sign the agreement.

Interim Measures in Turkey

Even where a foreign court has exclusive jurisdiction, a party may need to seek urgent protection in Turkey for Turkish assets or evidence.

Possible measures may concern:

• Bank accounts;
• Receivables;
• Inventory;
• Real estate;
• Company shares;
• Digital records;
• Goods in transit;
• Confidential information;
• Evidence at risk of destruction.

The Turkish court may consider interim protection without deciding the final merits of the dispute. The applicant must satisfy the applicable procedural requirements, and security may be required.

Service on the Turkish Company or Foreign Party

If proceedings are brought before a foreign court, service on the Turkish company should comply with the relevant international service procedure, contractual notice clause, and applicable law.

If proceedings are brought in Turkey, service on the foreign company may involve international judicial assistance, diplomatic channels, an authorized representative, or another recognized method.

An email or informal courier delivery may not always constitute valid service. The recipient should preserve the documents and date of receipt.

Enforcement of a Foreign Judgment in Turkey

If the chosen foreign court issues a judgment, the successful party may later seek recognition and enforcement in Turkey.

The Turkish court may examine:

• Whether the foreign judgment is final;
• Whether the foreign court had jurisdiction;
• Whether the defendant was properly served;
• Whether the decision violates Turkish public policy;
• Whether there is a conflicting Turkish judgment;
• Whether reciprocity or another enforcement condition applies;
• Whether the judgment concerns a matter reserved for Turkish courts.

The original jurisdiction clause may be important during the enforcement stage.

Foreign Company’s Main Defenses

A Turkish company may challenge the foreign jurisdiction clause by arguing that:

• The clause is not exclusive;
• It was not properly incorporated;
• The signatory lacked authority;
• The dispute falls outside its scope;
• Mandatory Turkish jurisdiction applies;
• The clause is invalid;
• The foreign court cannot hear the dispute;
• Enforcement would violate public policy;
• The parties later amended the forum.

The foreign company should be ready to address these arguments through contract documents and evidence of the parties’ commercial intent.

2026 Practical Considerations

In 2026, international contracts frequently use electronic signatures, online terms, digital procurement platforms, remote negotiations, and automated contract systems.

Foreign companies should clearly separate governing law, jurisdiction, arbitration, service, language, interim measures, and enforcement provisions.

The clause should identify whether the chosen foreign forum is exclusive, how notices must be delivered, which language applies, and whether urgent applications may be made in Turkey.

Lawyer Fırat Fesih Kaya assists foreign companies with Turkish jurisdiction disputes, foreign court clauses, arbitration, service abroad, interim measures, commercial litigation, and enforcement.

Frequently Asked Questions (FAQ)

1. Will Turkish courts enforce a foreign jurisdiction clause?
Potentially, if the clause is clear, valid, applicable, properly incorporated, and does not conflict with mandatory Turkish jurisdiction rules.

2. Does foreign governing law automatically require a foreign court?
No. Governing law and jurisdiction are separate issues.

3. What is the difference between exclusive and non-exclusive jurisdiction?
An exclusive clause aims to restrict proceedings to the chosen forum, while a non-exclusive clause may allow proceedings in other courts with jurisdiction.

4. Can a Turkish company challenge a foreign jurisdiction clause?
Yes. It may challenge the wording, incorporation, authority, scope, validity, or application of the clause.

5. Can a Turkish court hear a dispute involving Turkish real estate despite a foreign forum clause?
Potentially. Certain property-related and other regulated matters may fall under mandatory Turkish jurisdiction.

6. Does an arbitration clause have the same effect as a jurisdiction clause?
No. Arbitration requires a private tribunal, while a jurisdiction clause selects a national court.

7. Can Turkish courts issue interim measures if a foreign court was selected?
Potentially, particularly to protect Turkish assets, goods, or evidence.

8. Can the foreign company challenge a Turkish lawsuit?
Yes, if the contract selects a foreign court or arbitration and the objection is raised at the proper procedural stage.

9. Are online jurisdiction clauses valid?
They may be valid if properly presented, accepted, and recorded. The company should preserve the digital contract version and acceptance evidence.

10. What should a foreign company do after being sued in Turkey?
It should preserve the claim and contract, verify service, calculate deadlines, raise any jurisdiction or arbitration objection, and obtain Turkish legal advice.

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 Foreign Jurisdiction Disputes

Expert legal support is essential to avoid losing valuable rights. By working with a lawyer experienced in Turkish private international law, foreign jurisdiction clauses, arbitration, service abroad, commercial litigation, interim measures, and judgment enforcement, foreign companies can protect their legal and financial interests. Fırat Fesih Kaya Law Office provides professional legal support for international contract disputes in Turkey and abroad.

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