Under a land-share construction contract, the contractor's abandonment of the work, failure to start construction or missing the delivery date may give the landowner the right to end the contract and demand the return of the title deeds transferred. To decide this, the cause of the delay, the contractor's default, the mutual obligations under the contract and the level of construction completed are assessed. If title has passed to third parties, it is also examined whether those persons' acquisition of in rem rights is protected. After the Grand General Assembly decision for the unification of case law of May 16, 2025, it cannot be said that the title of everyone who obtained title from the contractor is automatically cancelled together with the termination. 1 2 4
The landowner's first need is to see, within the same file, which title deeds can be reclaimed and how the unfinished structure is to be settled. This article explains, together, the effect of ending the contract between the landowner and the contractor and the limits that reach the title deeds of third parties.
Which breaches bring the termination of the contract onto the agenda?
Failure to start construction or continuing delay of the work
Turkish Code of Obligations (TBK) Article 473/1 allows the landowner to withdraw from the contract before the delivery date, where the contractor has failed to start the work on time or has delayed it in breach of the contract, and it is clearly apparent that the work cannot be completed on the agreed date for reasons that cannot be attributed to the landowner. Not every slowdown meets this condition. Who was to obtain the building permit, who was to prepare the project, whether the site was delivered in a condition suitable for construction, and when the obstacles were removed are decisive. 1
For example, if the contract placed the duty to obtain the building permit on the landowner and that duty was not performed, relying only on the period elapsed in the schedule may be insufficient. By contrast, the contractor's failure to file the permit application it had undertaken, its abandonment of the site because it could not find financing, and the fact that the technical timetable can no longer be met may be assessed together.
Expiry of the delivery period and default
For work whose delivery date has arrived, default, a reasonable grace period and elective remedies are examined under TBK Articles 117 and 123–125. A fixed deadline in the contract may affect whether a separate formal notice is required, and there are special situations that make a grace period unnecessary. Even so, it does not follow in every file that “a notarized formal notice was sent, so the contract has definitively ended.” The service of the notice, the explicit demand, the adequacy of the period given and the meaning of the elective right chosen are assessed together. 1
The claims of a landowner who wants the construction completed are not the same as those of a landowner who wants the title deeds back. The choice between specific performance, a claim for delay compensation, a claim for damages in lieu of performance and withdrawal from the contract shapes the later structure of the claims.
Defective work and withdrawal without cause are different
If, while construction is under way, it is clearly seen that the work will be defective or not in accordance with the contract, TBK Article 473/2 may bring into play the granting of a period to correct it and, where the conditions are met, having the repair or continuing work carried out by a third party at the contractor's expense. This mechanism does not in every case mean return of title. By contrast, a landowner who withdraws from the contract independently of any breach may, under TBK Article 484, have to pay for the completed part and compensate all of the contractor's losses. Confusing termination for cause with termination without cause creates a serious financial difference. 1
What is the difference between retroactive rescission and prospective termination?
In practice, the word “termination” is used for both consequences. In a complaint, however, the settlement sought must be stated clearly: will the parties take back what they gave from the beginning, or will the calculation be made prospectively, preserving the work that has been carried out?
For details of the subject, see the article on default and elective rights (TBK Article 125).
| Issue examined | Retroactive termination | Prospective termination |
|---|---|---|
| Basic approach | Return of the performances made, and settlement | Calculation that preserves the work actually performed and the consideration already earned |
| Condition of the construction | The economic and legal value of the work done is calculated separately | The level of completion and the specific facts of the case matter |
| Share transferred to the contractor | The scope of the return claim is examined | The earned share and remaining obligations are determined |
| Title of a third party | Good-faith protection is examined separately | The third party's acquisition and its relation to the earned share are examined separately |
| Damage claims | Damage items suited to the chosen remedy are assessed | Damages and settlement suited to the form of termination are made |
The standard of the decision of January 25, 1984
Decision No. E.1983/3, K.1984/1 of the Grand General Assembly for the Unification of Case Law of the Court of Cassation (Yargıtay İçtihadı Birleştirme Büyük Genel Kurulu), dated January 25, 1984, applies the general rules on default where the contractor is at fault. It states that, where the nature and character of the case justify it, a prospective result may be accepted under the principle of good faith. This decision does not create a fixed “90 percent” threshold applicable to everyone under the law. Although the degree of completion is an important technical datum, the scope of the decision cannot be reduced to a percentage calculation alone. 3
Usability of the building, its conformity with the permit and the project, remediable defects, the parties' performance and the consequences of ending the contract must be examined together. The expert's statement of the technical completion rate does not by itself determine the legal form of termination.
If the title deeds are still with the contractor, how is their return sought?
The dispute over termination of the contract and the claim for cancellation and re-registration of title must be linked. The action must state which contract is to be ended, for which breach, from which date and with what consequences. Then each share or independent unit held by the contractor is identified individually. Parcel, block, independent unit and share details are checked against the current land registry records. 1 2 6
A claim by the landowner for the return of all shares given does not mean that the value of the work performed will not be calculated at all. The contractor's settlement claim, any set-off defenses, the cost of remedying defects and the parties' mutual claims are assessed according to the structure of the file. It is not possible both to keep the whole economic benefit and to recover the same item again.
Does a notarized notice change the land registry record?
A notice may matter for default or for the exercise of an elective right. However, where there is a dispute over the registry entry, it cannot be expected that the notice alone will convert the registration into the landowner's name. If the parties agree on the settlement and the return of title, the necessary official steps are taken. If the dispute continues, appropriate legal protection must be sought from the court. The result in the land registry must be established separately. 2 6
If the title deeds have been sold to third parties, what does the 2025 decision change?
The Grand General Assembly for the Unification of Case Law of the Court of Cassation, in decision No. E.2024/1, K.2025/2 dated May 16, 2025 (Yargıtay İçtihatları Birleştirme Büyük Genel Kurulu), accepts that a third party's claim of good faith must be heard where ownership or a mortgage right has passed from the landowner to the contractor and from there to a third party. The invalidity of the underlying contract or its termination with retroactive effect does not by itself extinguish the right of a third party who acquired an in rem right in reliance on the title register in good faith. Bad faith must be shown on the facts of the specific case. 2 4
For this reason, litigation preparation cannot rest only on the fact that “the contractor did not finish the work.” It is examined whether the third party had knowledge at the time of acquisition and whether the third party exercised the care that the circumstances required. Pre-transfer notices, the state of the site, the buyer's connection with the project, the entries in the register, correspondence between the parties and the terms of the sale may be assessed together. The probative value of each depends on the whole of the facts.
The decision of October 27, 2025 applying the rule
In its decision dated October 27, 2025, No. E.2024/3644, K.2025/3594, the 6th Civil Chamber of the Court of Cassation (Yargıtay 6. Hukuk Dairesi) quashed, in line with the new case law, a judgment on the return of shares in a project where work had not begun. The Chamber asked that the landowner be given a reasonable period to present evidence that the third party knew, or should have known, at the time of acquisition, of the conditions for retroactive termination of the contract. The decision concerns the need for a good-faith examination, not a finding that the third party will certainly prevail. 5
How are defendants, the court and interim protection determined?
The claim for termination of the contract is linked to the contractor; the claim for cancellation of title to the current registered owners; and the claim for removal of a mortgage to the right holder who will be affected. Where the land belongs to several persons, the parties to the contract, the shares and the need for joint action are examined separately. The title or mortgage right of a person who is not a party cannot be removed merely because the contractor joined the case.
For more details, see the article on interim injunction and precautionary attachment.
For claims concerning the very substance of immovable property, the exclusive territorial jurisdiction of the place where the property is located matters under Code of Civil Procedure (HMK) Article 12. Subject-matter jurisdiction is not determined simply by calling the case a “title action”; the capacity of the parties and the nature of the transaction determine whether a civil court of first instance or a specialized court is competent. For commercial monetary claims, the requirement of mediation as a condition of suit is also checked separately. The same mediation result cannot be drawn for every construction dispute and every title claim. 6 7
Where there is a risk of a new transfer, an interim injunction may be requested under HMK Article 389 and the following provisions, meeting their conditions. The application must identify the specific properties, and the difficulty of recovering the right or the serious risk of harm must be made concrete. An injunction decision does not mean that the contract has been finally terminated or that the action has been won. 6
How should construction and payment evidence be prepared?
The case file must show how the contract was carried out, not only what it says. Permit application records, municipal letters, project changes, the handover of the site, the work schedule, formal notices and proof of their service should be placed in chronological order. The state of the structure should not be left to a few photographs taken by the parties. Where later work may change the present condition, the need for preservation of evidence is assessed. 6
For more details, see the article on title cancellation and registration in a cooperative housing project.
| Document group | Question to be answered | Point of attention in the assessment |
|---|---|---|
| Contract and its annexes | Who was to do what, and by when? | Additional protocols and extensions are read together |
| Permit and municipal file | What was the legal or technical reason for the delay? | Application dates and dates of completing missing items are kept separate |
| Inspection and technical report | What is the level and conformity of the work performed? | Physical level, usability and defect are not the same thing |
| Land registry transactions | When and from whom to whom did the share pass? | Each acquisition is examined separately |
| Formal notices and correspondence | Was the breach notified, and which right was chosen? | Both dispatch and receipt, and the content, matter |
| Payment and loss documents | What loss has actually arisen? | The same loss item is not calculated twice |
Which questions should be put to the court expert?
A report giving only a total cost may not be sufficient. The work performed in accordance with the contract, defective work, remediable deficiencies, the part that must be demolished, the possibility of curing a conflict with the project, and the level at different dates should each be explained separately. It should not be assumed that every item in a new contractor's offer is the responsibility of the former contractor. Additional work requested by the landowner later should be excluded.
How are compensation, time limits and working with a new contractor handled?
Delay compensation, loss of rent, the cost of completing incomplete work and contractual penalties are not subject to the same legal conditions. The link between the type of termination, fault, default, the contract terms and the loss claimed must be explained. The assumption that all old rights continue in every case when the contract is ended is not correct. 1 For buildings within urban transformation, the determination of a risky building is dealt with separately in the article Objection to and Annulment of a Risky Building Determination.
For more details, see the article on building permit annulment.
Limitation periods are also assessed according to the nature of the claim. The correction of a land registry entry, performance under the contract, the price of the work done and claims for damages cannot be reduced to a single period. The provision to be applied, principally TBK Articles 146 and 147, is determined together with the nature of the mixed contract, the maturity and the breach alleged. The statement “there is no time limit in a title action” is not safe for every claim based on a contract. 1
Before working with a new contractor, the legal position of the former contract and the current state of the work must be recorded. Otherwise, separating the old and new work, determining in whose period damage occurred and establishing from which breach the additional cost arose may become difficult to prove. A new contract does not by itself resolve the earlier dispute.
For related subjects, see cancellation and registration of title based on a promise to sell, unpaid sale price after the title has been transferred, contractor's failure to deliver title and annulment of title obtained from a contractor and good faith. You may also consult our title cancellation and registration actions page. In this respect, the article on construction on another's land and registration by way of transfer may also be read together with this one.
Conclusion
Litigation preparation that protects the landowner's rights answers four questions together: Which obligation has the contractor breached? With what consequence will the contract end? Which title deeds can be recovered? And how will the settlement be calculated? In particular, for title deeds that have passed to third parties, after the 2025 case law the date of acquisition and the evidence of bad faith are central to the file. Examining the contract, the municipal file and all title movements together allows the return of title and the monetary claims to be built so that they complement each other.
Frequently Asked Questions
If the contractor does not start work, is it necessary to wait for the delivery date?
Not in every case. If the conditions of TBK Article 473/1 are met, withdrawal may arise before the delivery time has come. What matters is whether the delay can be attributed to the landowner and whether timely completion has become clearly impossible.
Is termination prohibited if 90 percent of the construction has been completed?
There is no fixed prohibition of that kind in the law applicable to all files. The level of the structure, its conformity and the specific facts may affect whether the termination has retroactive or prospective effect.
Do title deeds return automatically with a notarized formal notice?
No. Although a formal notice matters for exercising a legal right, it does not by itself change a disputed land registry entry. The necessary official transaction or a court decision is also required.
Is the title of everyone who bought a unit from the contractor cancelled?
No. In line with the decision of May 16, 2025 for the unification of case law, the good faith of the third party is examined. Where a protected in rem acquisition is involved, a claim for return of title may not succeed.
Does the construction built by the contractor remain with the landowner free of charge?
No general conclusion of that kind can be drawn. Depending on the type of termination, the value of the work done, defects, mutual claims and losses are calculated.
Can one contract with another contractor while the case is pending?
Action should be taken only after assessing the legal position of the former contract and the existing structure. To prevent the work from becoming mixed up, evidence preservation and technical records are addressed in advance.
In a termination action, is an injunction placed on the sale of all the units?
An injunction is not automatic. The subject of the action, the scope of the claim, a prima facie showing of merit and the danger must be demonstrated. The court sets a proportionate protection.
Can return of title and compensation be claimed together?
Where the conditions are met, the claims may be brought together or in an appropriate order. However, claims that are incompatible with the type of termination, or that compensate the same loss twice, cannot be recovered together.
Sources and legal bases
1 — Law No. 6098, Turkish Code of Obligations, in particular Articles 97, 117, 123–125, 146–147 and 470–484.
2 — Law No. 4721, Turkish Civil Code, in particular Articles 2–3, 705 and 1023–1024.
3 — Grand General Assembly for the Unification of Case Law of the Court of Cassation (Yargıtay İçtihadı Birleştirme Büyük Genel Kurulu), January 25, 1984, E.1983/3, K.1984/1; decision text.
4 — Grand General Assembly for the Unification of Case Law of the Court of Cassation (Yargıtay İçtihatları Birleştirme Büyük Genel Kurulu), May 16, 2025, E.2024/1, K.2025/2; Official Gazette, July 18, 2025, No. 32959; announcement of the Ankara No. 2 Bar Association and outcome of the decision.
5 — 6th Civil Chamber of the Court of Cassation (Yargıtay 6. Hukuk Dairesi), October 27, 2025, E.2024/3644, K.2025/3594; decision text.
6 — Law No. 6100, Code of Civil Procedure, in particular Articles 12, 111 and 389–405.
7 — Law No. 6102, Turkish Commercial Code, Articles 4, 5 and 5/A; Law No. 6325, provisions on mediation as a condition of suit.