ABSTRACT
Hardship, a concept regulated under Article 138 of the Turkish Code of Obligations numbered 6098, may take place due to unexpected changes in current conditions after the establishment of a contract. In the Turkish legal system, which is based on the principle of “freedom of contract”, parties may demand adaptation from a court on the grounds of the adaptation provisions of a contract. However, in cases where the contract does not contain adaptation provisions or the present provisions cannot be executed, parties have the right to apply to the court in accordance with Article 138 of the TCO and request adaptation of pecuniary debts and other obligations affected by hardshi.
I. INTRODUCTION
For parties that enter into a contractual relationship, there is a balance of interests. However, after the establishment of a contract, unexpected changes or situations may occur that the parties could not have foreseen causing one of the parties to fall into hardship. Should this occur and the performance of the affected party become unfairly burdensome, the balance of interests set forth during the establishment of the contract may impair one of the parties. While the principle of pacta sunt servanda (in Turkish, ahde vefa) exists in Turkish Law, there are exceptions. Where the effects of any unexpected changes are so significant, fulfillment of the obligations set out in the contract may constitute a violation of the “principle of good faith”. Therefore, the legislator has adopted the principle of “adaptation of the contract in accordance with changing circumstances” and provides an exception to strict adherence to the principle of pacta sunt servanda. In such situations, the judge may balance the interests between the parties in accordance with Article 138 of the Turkish Code of Obligations (“TCO”), titled “Hardship”.
This article evaluates pecuniary debts, a party’s essential obligation to pay a certain amount of money to the other party, in light of Article 138 of the TCO.
II. ADAPTATION THEORIES
Various legal systems have adopted the theory of imprevision (unexpected situation) (collapse of the basis of the transaction) and the theory of clausula rebus sic stantibus (“things thus standing") for “adaptation of the contract in accordance with changing circumstances”. The Preamble of Article 138 of the TCO states as follows: “This new regulation is about the collapse of the basis of the transaction which is deemed one of the exceptions of the pacta sunt servanda theory in the doctrine and practice.” The theory of imprevision is therefore accepted in Turkish Law, as it is in German and Swiss Law1. In Turkish Law, the theory of imprevision is based on the “good faith principle” as specified in Article 2 of the Turkish Code of Civil Law.
Under the theory of imprevision, hardship is described as “alteration of the substance of the contract” due to the effects of unexpected changes that the parties could not have foreseen and could not have been expected to take into consideration at the time of the establishment of the contract. In addition, such a situation impairs the balance of interests and the debtor may not reasonably be expected to fulfill his/her obligations by adhering the principle of good faith2.
III. CONTRACTS WHERE PECUNIARY DEBTS ARE ADAPTED AND TYPES OF ADAPTATION
Adaptation is accepted for perpetual contractual relationships wherein the parties are burdened by bilateral perpetual obligations. However, contracts that create noncontinuous debt relationships may also be adapted if there is a certain time between the establishment of the contract and the performance of the acts.
Before adaptation, it is necessary to examine the obligations of the parties at the time the contract was established and the economic conditions of that period. As a matter of fact, one of the reasons behind of adaptation is the deterioration of contract economics3. Adaptation may be made by limiting the scope of the obligation, increasing the counter-performance, or by changing the maturity date of pecuniary debts or performance method.
IIV. REQUIREMENTS FOR ADAPTATION OF PECUNIARY DEBTS INACCORDANCE WITH CHANGIG CIRUMSTANCES
A. Unforeseeable Conditions or Unpredictably Changed Conditions to the Detriment of the Debtor after Establishment of a Contract
There are different opinions in the doctrine as to what kind of changes in conditions should be taken into consideration for adaptation of a contract. According to the pre vailing view, an extraordinary and general event such as a social disaster must arise4. The Court of Cassation seeks extraordinary conditions for adaptation in many of its decisions5. It makes elaborated evaluations on the “unpredictability” factor and looks for objective unpredictability in terms of each event6. In this respect, epidemics, war, economic crises, and a decrease in the value of money due to sudden fluctuations in the exchange rate are examples of unexpected situations.
The Covid-19 pandemic can be seen as an example of an “unexpected situation”7. Due to the outbreak, some companies have had difficulty fulfilling their obligations set out in agreements they entered into before the outbreak. What is more, the actual performance of some contractual obligations has become impossible since the beginning of the pandemic. A party who has difficulty fulfilling pecuniary debts may seek adaptation of the contract price due to the announcement of quarantines, termination or outbreak of commercial activities, prohibitions on import/export, and similar measures. The parties may agree on the terms of adaptation or they may request adaptation from a judge through a lawsuit on the basis of Article 138 of the TCO.
B. Debtor’s Lack of Fault in Unexpected Situations Which Cause Hardshib
The unexpected changes or situations should not be caused through any fault of the debtor and the debtor should not cause hardship through his/her own fault or negligence. There are three different approaches to determining debtor fault.
First of all, an extraordinary and general event must occur beyond the fault of the debtor. In addition, the debtor should not be at fault in causing the performance of the act to become unexpectedly burdensome. Finally, the debtor should not be in default due to his/her own fault. Under Article 138 of the TCO, the debtor’s lack of fault is expressed as “occurs due to a reason not caused by the debtor”. According to this provision, any unexpected changes should not arise due to reasons attributable to the debtor. In this respect, Article 138 of the TCO is in compliance with Articles 112 and 116 of the TCO. In light of the provisions mentioned above, if the fulfillment of obligations becomes impossible for reasons attributable to the debtor’s own fault, the debtor may not be released from the debt. Even if impossibility exists, the party who causes the impossibility may not be released from the debt. Therefore, in cases of hardship, if the affected party causes unexpected changes or situations through his/her own fault, that party may not be released from his/her pecuniary debts8. Secondly, in cases where a debtor who requests adaptation causes hardship through his/her own fault, even if the debtor requests adaptation, the debtor shall bear the contractual risk that has increased through his/her own fault9. Thirdly, based on Article 138 of the TCO, where a debtor goes into default through his/her own fault, it is not possible for the debtor to request adaptation for any pecuniary debts stipulated in the contract. However, if the debtor is able to prove that the default was not caused through his/her own fault, the debtor would be able to demand adaptation on the basis of Article 119/2 of TCO: “The debtor may avoid this responsibility by proving that he has no fault in the default or that even if he/she fulfilled his/her debt on time, the unexpected situation would have damaged the subject of performance.”
C. Excessive Imbalance Between Obligations in Accordance with Changing Circumstances
Excessive imbalance occurs where the balance between the obligations and the contractual equilibrium that existed at the time of establishment of the contract is impaired due to an extraordinary or unexpected situation that makes performance unfairly burdensome. If hardship was present at the time of establishment of the contract and it was not recognized by the debtor, the debtor may not exercise the right of adaptation. The judge evaluates each case to decide whether the imbalance of obligations requires the contract to be adapted. Generally, the balance between obligations is impaired in situations that exceed the normal risk limit. It should be noted that an imbalance between obligations need not necessarily lead to the economic collapse of one of the parties. In cases where, after establishment of the contract, demanding the performance of the debtor’s obligations cannot be expected in accordance with the principle of good faith, it must be accepted that the balance is extremely impaired10.
D. Non-Performance or Performance by Reserving Rights Arising out of Hardship
Where the debtor fulfills their monetary obligations, there is no debt to be adapted. According to the prevailing view of the doctrine, when partial performance is at stake, adaptation may be requested for unperformed pecuniary debts. However, if the debtor makes a reservation, adaptation would be legally possible in accordance with Article 138 of the TCO. A reservation is a legal declaration by one of the parties to keep back or withhold specific rights for a particular future use. For instance, in a decision dated 2015, the Supreme Court stated that in a lawsuit regarding the collection of the price difference receivable due to unforeseen groundwater in foundation excavations, the obligation was fulfilled and there was no reservation provision regarding adaptation in the acceptance certificate. It was therefore not possible to request adaptation11.
E. Lack of Provision Regarding Changing Circumstances in Law or in the Contract Itself
Initially, a judge first examines whether there is any provision on the contract or law regarding the changing circumstances. In Swiss Law, the prevailing view considers adaptation of contracts in accordance with changing circumstances as an issue of the execution of the contract. In this case, adaptation of a contract in accordance with changing circumstances is carried out by the judge filling the risk or adaptation gap in the contract. If there is no provision regarding the changing circumstances, the judge will fill the contract gap by taking into consideration the risk distribution principles in the contract and extending the scope of these principles by analogy12.
If there is a provision in the contract or in the law regarding the adaptation of pecuniary debts, the parties have an opportunity to adapt the contract in accordance with the changing circumstances by adding an amendment or adaptation protocol. In cases where there are no such provisions, the debtor may request the court adapt the pecuniary debts as per Article 138 of the TCO.
V. ADAPTATION OF PECUNIARY DEBTS ARISING OUT OF FOREIGN CURRENCYINDEXED CONTRACTS UNDER ARTICLE 138 OF THE TURKISH CODE OF OBLIGATIONS
TCO 138/2 explicitly enables contracts to be adapted due to sudden changes in foreign exchange rates, stating “This provision also applies to foreign currency debts.” In the decision numbered 2013/16898 E.2014 / 18895 K., the 13th Department of the Supreme Court states that foreign currency debts can be adapted. The Supreme Court states, “adaptation may be requested for foreign currency debts.” In this regard, if there is an unpredictable increase in the exchange rate and the obliged party falls into hardship in a way that violates the principle of good faith, he/she may benefit from Article 138/2 of the TCO. However, the Supreme Court has made various decisions in terms of satisfying the condition of unpredictability on this matter. Firstly, if the increase in the exchange rate is unpredictable, Article 138 of the TCO shall be applied. Another view holds that high foreign exchange rates and fluctuations are not deemed unpredictable when Turkey's economic structure is taken into consideration. In the decision of the Court of Cassation dated 12.11.2014 numbered 2014 / 13-1614 E., 2014/900 K., the Court states that in every concrete case, unexpected changes and unpredictable conditions should be evaluated and states, “The issue is whether the adaptation requirements of the Mortgage Loan Agreement are satisfied. The plaintiff requested adaptation claiming that the Japanese Yen gained excessive value against the Turkish Lira so the basis of transaction has collapsed. Even though financial aid packages have been announced in Turkey for many years, Turkey’s financial situation is still unstable. It is a fact that devaluation is not an unpredictable situation for our country, and exchange rate policies can change any time. It is known that devaluation and economic crises do not occur suddenly, but occur after certain economic bottlenecks in the market. Devaluations have been declared in our country since 1958, currency adjustments have been made frequently, and the value of the Turkish currency has decreased against the dollar and other foreign currencies. The unstable economic situation in our country is a situation that can be predicted by the plaintiff. The element of unpredictability which is one of the requirements of adaptation did not occur in the case.” However, in its decision numbered 2013/16898 E., 2014/18895 K, 13.06.2014 T., the 13th Department of the Supreme Court of Appeals reversed a judgment and ruled for adaptation stating, “It was emphasized by the First Instance Court that the depreciation of the Turkish Lira is an issue that can be easily known and predicted, but the criteria of unpredictability hereof is not satisfied. Former crises have been merely set forth.” Moreover, a Court of Cassation decision dated 15.10.2003 numbered 2003 / 15-599 E., 2003/599 K., accepted that the merchant should have anticipated the increase in currency exchange rates, stating “Even though financial aid packages have been announced in Turkey for many years, Turkey’s financial situation is still unstable. It is a fact that devaluation is not an unpredictable situation for our country, and exchange rate policies can change at any moment. It is known that devaluation and economic crises do not occur suddenly, but occur after certain economic bottlenecks in the market. Plaintiff merchant was a leasee one month before the February 2001 crisis arose when the signs of the economic crisis were evident. However, he entered into a lease agreement in foreign currency without negotiation. His conduct explicitly demonstrates that he did not act as a prudent merchant. In this respect, one of the basic requirements of adaptation in terms of the plaintiff who is a merchant that ‘unexpected changes are unpredictable or they can be predicted but the importance of their effects on the concrete event could not be predicted’ is not satisfied.”
VI. ADAPTATION OF RENTAL FEES IN FOREIGN CURRENCY AS PER THE TURKISH CODE OF OBLIGATIONS ARTICLE 138
Adaptation of lease agreements based on a foreign currency has also been regulated in the TCO. Adaptation of rental fees is made effective as of the date of the lawsuit. Adaptation may not be deemed effective before the date of the lawsuit. Article 344 of the TCO stipulates “If the rental fee is indexed to a foreign currency on the contract, lessor shall not demand amendment against lessee until five years have passed. Article 138 of the TCO that is entitled ‘Hardship’ is reserved.” It should be pointed out that the Supreme Court’s prevailing practice is as follows: “sudden increases in currency exchange rates contingent upon regressive Turkish economy and devaluations are not unpredictable. Thus, parties may not claim hardship and collapse of the basis of the transaction on the grounds of unpredictability”. This view prevails over other views in practice and it has been explicitly explained by the Court of Cassation in a precedent case13.
Communiqué No. 2018-32 / 51, Amending the Communiqué Regarding the Decree No. 32 on Protection of the Value of Turkish Currency dated September 12, 2018, imposes restrictions for real persons residing in Turkey entering into agreements that are determined in foreign currencies or indexed to foreign currencies. According to the regulation, except in circumstances specified by the Ministry, residents of Turkey shall not determine the contract price or other pecuniary obligations arising out of a real estate sale and purchase agreements, all sorts of leasing agreements including vehicle and financial leasing agreements, and construction and employment agreements in foreign currency or indexed to a foreign currency.
VII. ADAPTATION OF PECUNIARY DEBTS ARISING OUT OF CONSUMER LOANS INDEXED TO FOREIGN CURRENCIES AS PER ARTICLE 138 OF THE TCO
Owing to low interest rates, consumers often prefer foreign currency-indexed loans in order to pay lower installment amounts. Since performing loan debts takes place over a period of time, the economic situation of the market may rapidly change or foreign currencies may increase in value during this period. This situation may unfairly imbalance the obligations of the parties to the detriment of debtor14. Therefore, consumers that take out foreign currency-indexed loans frequently request adaptation of pecuniary debts in accordance with Article 138 of the TCO. Although it is no longer possible to take out foreign-currency indexed consumer loans due to the Communiqué Regarding Decree No. 32 on Protection of the Value of the Turkish Currency, there are currently foreign currency-indexed loans that are still being paid back and adaptation requests for those loans are still being made.
VIII. ADAPTATION OF PECUNIARY DEBTS ARISIG OUT OF GUARANTEE AND BAULMENT CONTRACTS AS PER ARTICLE 138 OF THE TCO
Personal guarantee contracts, such as guarantee and bailment contracts, are unilateral contracts in which the guarantor or bailor has pecuniary obligations ex parte. However, under adapted contracts, adaptation re-establishes a balance between obligations and contractual equilibrium of the contract. Therefore, the main principle is that adaptation shall apply only to bilateral contracts. Whether adaptation may be requested in guarantee and bailment contracts is a controversial issue which needs to be analyzed thoroughly. Some authors acknowledge that adaptation would be possible only for bilateral contracts15. However, Baysal indicates that the legal aim of Article 138 of the TCO is achievement of contract justice. He argues that bailment and guarantee contracts may be adapted so contract equilibrium also needs to be protected for unilateral contracts. Accordingly16. in cases where seeking bailor or guarantor performance constitutes a breach of the “principle of good faith”, adaptation may be requested as per Article 138 of the TCO. The debtor may demand adaptation of the contract17. if hardship entails performance of his/her obligations can be fulfilled only through extraordinary effort which is unfair and extremely damaging to the contractual relationship.
IX. LEGAL CONSEQUENCES OF LAWSUIT FOR ADAPTATION
A. Adaptation of the Contract
A judge may adapt a contract in accordance with unexpected changes or situations either by changing the essential and secondary obligations or by making another change in the content of the contract. In this respect, examples of adaptation methods are changes to the installment payments, partial payments, interest reduction, abolition, changes in the place and time of performance, extending or shortening the contract terms. The judge may determine the amount and method of adaptation, but if the party requesting the adaptation of the contract is a merchant, the judge is expected to make adaptation by taking into consideration the principle of “obligation to act like a prudent businessman”. The judge may also adapt a contract differently to the plaintiff’s request. This situation is mostly seen in the adjustment of rental prices in accordance with Article 138 of the TCO. For example, even if a tenant demands adaptation of the rental fee, the judge may adapt the terms of increase of the rental fee or, instead, shorten the terms of the contract. The judge chooses the method of adaptation that is most suitable for the balance of interests and actions between the parties on an equitable basis. In this regard, a lawsuit for adaptation is a constitutive lawsuit as the judge’s decision designates a legal status or position of the parties18. It should be noted that while adaptation proceedings continue, the debtor is obliged to keep fulfilling their pecuniary obligations.
B. Termination of the Contract
A judge may make a judgement for the termination of a contract if the parties demand termination. If both parties request termination of the contract, the judge may not adapt the contract in a way that changes its content. In this respect, the “ultra petita prohibition” (in Turkish: Taleple Bağlılık İlkesi”) principle comes to the fore19.
C. Compensation
In cases where a judge chooses termination of a contract as an adaptation method, the judge may award compensation in order to allocate the risk arising from the unexpected changes between the parties. Some authors refer to such compensation as a “risk allocation fee”20. If awarded, the compensation shall be sufficient to cover the costs and expenses incurred by the creditor to terminate the contract. That is, the taxes and fees that the creditor pays for the termination of the contract are within the scope of such compensation.
D. CONCLUSION
The main principle of contractual relations is pacta sunt servanda, which requires strict adherence to the agreement and the contractual obligations. As such, adaptation or rescission of a contract after establishment constitutes an exception. If all the following requirements are met, adaptation may be requested: (i) lack of provision regarding any changing circumstances in the law and/or the contract itself, (ii) unforeseen and unexpected extraordinary changes or situations occur after establishment of the contract, (iii) the party requesting adaptation does not have any fault, (iv) the balance between the obligations impaired constitute a violation of the principle of good faith, and (v) the performance has not yet been performed or has been performed by reserving the rights arising out of the hardship.
BIBLIOGRAPHY
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HAVUTÇU, AYŞE. “İfa Engelleri ve İfa Engellerine Bağlanan Hukuki Sonuçlar”, Marmara University Faculty of Law Journal of Legal Research, İstanbul, 2011
TOPRAKKAYA BABALIK, İREM. “Korona Virüs Salgınının Kira Sözleşmelerine Etkisi, Geçici İfa İmkansızlığı, İfa Güçlüğü Ve Uyarlama”, (Date of Access, 27.05.2020) Https://Blog. Lexpera.Com.Tr/Korona-Virus-Salgininin-Kira-SozlesmelerineEtkisi-Gecici-İfa-İmkansizligi-İfa-Guclugu-Ve-Uyarlama/
Court of Cassation, dated 07.05.2003, numbered E. 2003.13- 332, K. 2003/340.
KILIÇOĞLU, AHMET. Borçlar Hukuku Genel Hükümler, Ankara, 2019
ÇAVDAR, PELIN., KARACA, AYBIKE. “Türk Hukukunda Aşırı İfa Güçlüğü Ve Toplu İş Sözleşmesine Uygulanabilirliği”, Marmara University Faculty of Law Journal of Legal Research Volume: 70 No 3, İstanbul, 2017
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TEZCAN, MEHMET. “Clausula Rebus Sic Stantibus İlkesi Ve Sözleşmenin Değişen Koşullara Uyarlanması”, Ankara University Institute of Social Sciences Department of Private Law, Master Thesis, Ankara, 2004
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ERMAN BAYSAL, BAŞAK Z. “Zaman İçinde Değişen Koşulların Hukuki İşleme Etkisi, Istanbul University Institute of Social Sciences, Department of Private Law Ph.D. Thesis, İstanbul 2007
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FOOTNOTE
1 Gülmelahat Doğan, “Aşırı İfa Güçlüğü Nedeniyle Sözleşmenin Değişen Koşullara Uyarlanması”, Journal of Turkish Union Bar Associations, Ankara 2014 p.11-12.
2 Ayşe Havutçu, “İfa Engelleri ve İfa Engellerine Bağlanan Hukuki Sonuçlar”, Marmara University Faculty of Law Journal of Legal Research, İstanbul 2011, p. 335.
3 Özlem Tüzüner, Kerem Öz, “Aşırı İfa Güçlüğüne İlişkin İçtihat İncelemesi”, (Date of Access, 07.07.2020) https://dergipark.org.tr/tr/download/ article-file/398591
4 İrem Toprakkaya Babalık, “Korona Virüs Salgınının Kira Sözleşmelerine Etkisi, Geçici İfa İmkansızlığı, İfa Güçlüğü Ve Uyarlama”, (Access Date: 27.05.2020) Https://Blog.Lexpera. Com.Tr/Korona-Virus-Salgininin-Kira-Sozlesmelerine-Etkisi-Gecici-İfa-İmkansizligi-İfa-Guclugu-Ve-Uyarlama/
5 Court of Cassation, dated 07.05.2003, numbered E. 2003.13- 332, K. 2003/340.
6 Ahmet Kılıçoğlu, Borçlar Hukuku Genel Hükümler, 23th Edition, Seçkin, Ankara 2019, p.253.
7 An infectious disease caused by severe acute respiratory syndrome coronavirus 2 (SARS-CoV-2). It was first identified in December 2019 in Wuhan, Hubei, China, and it was declared a pandemics on 11 March 2020 by the World Health Organization (WHO).
8 Pelin, Çavdar, Aybike Karaca, “Türk Hukukunda Aşırı İfa Güçlüğü Ve Toplu İş Sözleşmesine Uygulanabilirliği”, Marmara University Faculty of Law Journal of Legal Research Volume:23 No:3, İstanbul 2017, p.626
9 Selin Gülbahar Süzgün, “Sözleşmenin Değişen Şartlara Uyarlanması”, Ankara University Institute of Social Sciences, Ankara 2018, p.74-75
10 Mehmet Tezcan, “Clausula Rebus Sic Stantibus İlkesi Ve Sözleşmenin Değişen Koşullara Uyarlanması”, Ankara University Institute of Social Sciences, Department of Private Law, Master Thesis, Ankara, 2004. p.95
11 Supreme Court 13.CC., dated 13.06.2014, numbered E. 2013/16898, K.2014/18895.
12 Başak Z. Baysal Erman, “Zaman İçinde Değişen Koşulların Hukuki İşleme Etkisi, Istanbul University Institute of Social Sciences, Department of Private Law, Ph.D. Thesis, İstanbul 2007, p.60-61
13 Court of Cassation, dated 12.11.2014, numbered E. 2014/1614, K. 2014/900 K.
14 Süleyman Yılmaz, “Dövize Endeksli Tüketici Kredilerinde Uyarlama Sorunu Ve Yargıtay’ın Bakışı”, Ankara University Journal of Law Faculty No: 59, Ankara 2010, p.60
15 Kefalet ve Garanti Sözleşmeleri Açısından Uyarlama Sorununa Bir Bakış, Feyza Eren Sayın, Berk Kenan Koyuncu Istanbul University Law Review Volume: 70, N: 1, İstanbul 2012, p. 321 see. Zahit İmre, “Türk Medeni Hukukuna Göre Hâkimin İktisadi Meseleler Karşısında Durumu (Türk Medeni Kanunu’nun Değiştirilmesinde Zorunluluk var mıdır?)”, Prof. Dr. Fikret Arık’a Armağan, Ankara 1973, p. 189; Tahir Gürsoy, Hususi Hukukda Clausula Rebus Sic Stantibus (Emprevizyon Nazariyesi), Ankara 1950, p. 148. The author cites the lack of provision as the justification for the non-adaptation of bilateral contracts. On the other hand, regarding the possibility of adaptation in unilateral contracts see. Baysal, p.107, 108; İbrahim Kaplan, Hâkimin Sözleşmeye Müdahalesi, Ankara, 1987, p.162; Mustafa Dural, Borçlunun Sorumlu Olmadığı Sonraki İmkânsızlık (BK 117), İstanbul 1976, p. 69-70; Ayşe Arat, Sözleşmenin Değişen Şartlara Uyarlanması, Seçkin, Ankara 2006, p. 118.
16 Kefalet ve Garanti Sözleşmeleri Açısından Uyarlama Sorununa Bir Bakış, Feyza Eren Sayın, Berk Kenan Koyuncu Istanbul University Law Review Volume: 70, No. 1, İstanbul 2012, p. 321 see. Başak Baysal, Sözleşmenin Uyarlanması, On İki Levha, İstanbul 2009, p.14
17 Kefalet ve Garanti Sözleşmeleri Açısından Uyarlama Sorununa Bir Bakış, Feyza Eren Sayın, Berk Kenan Koyuncu Istanbul University Law Review Volume:70, No: 1, İstanbul 2012, p. 320- 325
18 İbrahim Kaplan, Hâkimin Sözleşmeye Müdahalesi, 3th Edition, Yetkin, Ankara 2013, p. 23.
19 Gülmelahat Doğan, “Aşırı İfa Güçlüğü Nedeniyle Sözleşmenin Değişen Koşullara Uyarlanması”, Journal of Turkish Union Bar Associations, Ankara 2014, p.11-12.
20 Rona Serozan, Borçlar Hukuku Genel Hükümler Volume: 3, 7th Edition, Filiz, Ankara 2016, p.26
