Av. Ayşe Özge ÖZKURT

Matters to be Considered Before Preparing an International Commercial Contract

CONSIDERATIONS TO BE TAKEN INTO ACCOUNT BEFORE PREPARING INTERNATIONAL COMMERCIAL CONTRACTS

International trade can be expressed as "the cross-border circulation of goods that are the subject of trade"; to define it in its most general known sense, it means the transfer of goods or services produced in one country to another country in exchange for that country's money, goods, or services.

International Trade Law is a concept that emerged with the aim of meeting the need for legal regulation and implementation arising as a result of trade crossing national borders. The international trade rules applied between merchants and rooted in Roman Law are referred to as "Lex Mercatoria."

In order to prevent disputes that may arise during commercial activities to be carried out on an international scale, or to resolve disputes that may occur, a written and properly arranged contract should be made before commencing the commercial transaction in question.

Before making certain arrangements regarding the content of the contract, there are some matters that need to be considered in order to ensure the soundness of the commercial relationship. Preparing a commercial contract by taking into account the matters explained below will also be in line with the purpose of preparing this commercial contract:

1. The persons likely to be parties to the contract should be examined and the reliability of these persons should be determined.

2. The expectations and demands of the parties should be determined in order to express their intentions regarding the commercial relationship to be established and the contract to be prepared.

3. Whether the validity of the contract is subject to form should be determined, and the form of the contract to be prepared should be determined accordingly.

4. In case of a dispute in the commercial relationship, taking into account that harmony must be ensured between the judicial authority to be applied to and the choice to be made, the choice of law should be made in a way that does not allow interpretation and hesitation.

5. A valid and common language should be chosen in order to prepare an effective contract that can prevent possible interpretation disputes that may arise during the implementation of the contract and the resolution of disputes.

6. The international commercial contract should be given a contract title that will enable the contract type to be determined and distinguished at the same time; if such a determination cannot be made, it should be prepared by giving the title "Protocol."

7. In order to prevent the contract from being interpreted in different ways in case of dispute, a contract draft that forms a whole should be prepared by taking into account the intentions and expectations of the parties without including unnecessary details; the said draft should be submitted to the parties for approval and confirmation should be obtained from the parties.

Consequently, in every commercial relationship, the parties have expectations specific to that relationship. In terms of determining the scope of the commercial relationship, it is necessary to prepare a contract that can reflect the intentions of the parties, contains conditions specific to the mentioned commercial relationship, and generally forms a whole within itself. The prepared contract should be free from ambiguity and should not give rise to different interpretations.

The matter of importance for the contract to be prepared is to prevent disputes related to the contract by including precise definitions in the contract; even if a dispute arises, to ensure that disputes can be resolved in line with the intentions shown by the parties when the contract was prepared.

For the reasons explained, before signing the contract, necessary advice, support, and opinion must be obtained from a lawyer competent in this field; if possible, this process should be conducted under the supervision of a lawyer and the contract should be prepared accordingly.