İleriye Etkili Sadakat Yükümlülüğü

Abstract

Contrary to the traditional understanding, an obligation relationship is not a static structure that terminates merely with the performance of obligations; rather, it constitutes a dynamic relational framework grounded in the principles of good faith and reliance, extending beyond the temporal limits of performance. Accordingly, the liquidation of the obligation does not necessarily entail the extinction of all duties. On the contrary, as a reflection of the qualified social interaction between the parties, duties of loyalty may, in certain contractual relationships, continue to exist even after termination. This study examines post-contractual duties of loyalty within the framework of Turkish and comparative law. Its primary aim is to determine the extent to which the legal bond between the parties persists after the termination of the contract and to analyse how this bond is shaped through post-contractual duties of loyalty. In this context, the definition, legal nature, scope, and limits of such duties are identified, and the liability regime applicable in case of their breach is systematically evaluated in light of doctrinal approaches. The study further illustrates the practical manifestations of these duties through concrete examples such as confidentiality, non-compete obligations, duties to inform, and the obligation to re-employ. It is emphasised that, in order to prevent post-contractual duties of loyalty from transforming into a perpetual restriction on contractual freedom, any interference must remain exceptional, proportionate to the circumstances of the конкрет case, and aligned with the requirements of good faith and fairness. In the event of a breach, unlike liability based on culpa in contrahendo, the existence of a valid contractual basis generally leads to the compensation of expectation (positive) damages. Ultimately, this study seeks to delineate the dogmatic boundaries of post-contractual duties of loyalty—an area not yet sufficiently systematised in Turkish law—and to offer solutions to practical challenges.