An intermediary's right to commission in a yacht sale does not depend merely on placing an advertisement or showing the boat. Under Turkish law, the rule is that there must be a link between the intermediary's activity and the conclusion of the contract it was aimed at. Exclusivity, the point at which the fee becomes due, retention of the deposit and the power of representation should each be regulated separately. The brokerage agreement and the transaction that transfers ownership of the yacht should not be confused with each other.
An intermediary in a yacht sale may take on several tasks: finding buyers, collecting offers, forwarding technical documents, arranging sea trials and coordinating the closing. These tasks do not all carry the same legal authority, however. A mandate to market a sale does not in itself include authority to accept a binding offer on the owner's behalf or to pass the buyer's money on to the seller.
Disputes most often arise when commission is refused after the sale, when a deposit is not refunded after a technical inspection reveals a problem, or when wrong information given by the intermediary causes a loss. To resolve them, first determine who undertook to pay whom, for which service and on what conditions. In contracts governed by foreign law, the choice of law is assessed separately before the Turkish-law explanations below are applied directly.
Legal Nature of the Brokerage Agreement and the Written Form
Article 520 of Law No. 6098 on the Turkish Code of Obligations (TBK) treats brokerage as a relationship in which a party prepares or mediates the conclusion of a contract between other parties and earns a fee if that contract is concluded. The labels "broker", "central agency" (merkezî acente) or "sales consultant" used in the yacht sector do not by themselves determine the legal nature of the relationship. The services actually undertaken and the contract terms are the basis of assessment.
The written form requirement that TBK Article 520 provides for real estate brokerage cannot be extended to yachts by analogy alone. Ships are movable property under Article 936 of Law No. 6102 on the Turkish Commercial Code (TTK). Even so, a detailed written brokerage agreement is strongly needed for the fee, authority, exclusivity and evidence. A different type of contract or a special transaction may carry its own form requirement, and this should not be overlooked.
A brokerage text does not replace the sale transaction that satisfies the form and delivery requirements for transferring a whole yacht. Where a ship registered in the ship registry is transferred in full, the scheme of TTK Article 1001 is examined separately: the written agreement, notarised signature certification, or the transaction and transfer of possession before the registry office. The transfer of a ship share follows different provisions of Article 1007. For the effect of mortgages and other entries in the register on a sale, see the article yacht financing and ship mortgages.
The agreement should state whether the party is a natural or a legal person and in what capacity the signatory acts. If the boat is registered in a company's name, a commission undertaking given by an individual in their own name may create a dispute over who owes the fee. The yacht's hull, registration or another distinguishing number is a more reliable identifier than its trade name alone.
When Is the Commission Earned?
Under TBK Article 521, a broker earns the fee if the contract is concluded as a result of its activity. The brokerage relationship must therefore be examined together with the causal link between the activity and the intended contract and its outcome. Preparing a listing, taking photographs or meeting many customers does not, under the statutory rule, give rise to commission by itself.
On the other hand, concluding the sale contract, delivering the boat and paying the full price are not the same stage. The parties may clearly regulate at which stage the fee arises and when it is payable. It is also incorrect to assume that commission automatically disappears in every sale that is not carried out. The validity of the contract, its conditions, the reason it ended and the fee arrangement should be read together.
Where a technical inspection, sea trial or financing approval has been agreed as a genuine suspensive condition, TBK Article 521(2) becomes important. The fee cannot be treated as automatically due before the condition is fulfilled. Conversely, not every sentence stating that "an inspection will be carried out" is a suspensive condition. It must be clear what legal consequence the parties attach to the result of the inspection.
A fixed marketing fee or a documented expense may also be agreed as compensation for the intermediary's effort. Under TBK Article 521(3), if payment of expenses has been agreed, a claim for expenses is allowed even if the main contract is not concluded. Commission, an independent service fee and reimbursement of expenses are not the same item. Grouping them under a single heading creates uncertainty about which amount depends on the sale.
Exclusivity and Excluding the Intermediary
An exclusivity clause may limit the appointment of another broker during the term of the contract. However, an exclusive contract does not mean that the owner would pay the same commission on a sale to a buyer the owner found personally. Whether this result was validly agreed, the exceptions and the fee provisions are read together. A heading that reads "sole agent" alone does not resolve every question.
The text should explain at least four scenarios: a buyer brought by the intermediary, a buyer the seller knew in advance, a buyer brought by another broker, and a sale that takes place after the contract has ended. Previously contacted persons may be shown on a supplementary list. If a protection period is envisaged under which a fee arises after the contract ends, its scope, its duration and the customers it covers should be specified.
Where the intermediary is excluded and the owner agrees directly with a buyer the intermediary had found, the link between the brokerage activity and the sale is not automatically broken. However, the mere fact that a buyer once saw the same listing is not in every case sufficient. Facts such as the first contact, the presentation of the boat, the transmission of the offer and the contribution to the negotiations are assessed together.
Where there is more than one intermediary, the way the commission is shared between them should be written down. Because a seller has paid one broker, it is not automatically released from the claims of another. Conversely, because several persons worked on the same sale, it does not follow that each one automatically earns the full commission. Each claim is assessed on its own contract and its own proof.
Commission Rate, Calculation and Excessive Fees
No single mandatory commission percentage should be assumed to apply automatically to every yacht sale. The parties' valid fee agreement is the starting point. Where no fee has been agreed, the tariff and customary practice under TBK Article 522 are considered in that order. A rate published on a business's website is not a binding statutory tariff for the whole sector.
For a percentage fee, the base must be clear. Should the listing price, the actual sale price or the total payment including taxes and charges be used? What happens if equipment is sold separately, the price is exchanged for goods, the price is reduced, or the shares of the owning company are transferred? These scenarios each affect the economic outcome, so the way the fee is calculated in each of them should be set out clearly.
The currency, payment date, tax and invoicing arrangements should also be fixed. The validity of a foreign currency clause should be examined separately according to the parties' residence and the type of transaction. If the phrase "net commission" does not state which tax or withholding is borne by whom, agreement on the percentage may not show agreement on the final amount. For VAT and special consumption tax (ÖTV) in yacht sales, see the guide yacht law in Türkiye, flagging, taxes and import/export.
TBK Article 525 allows a court, at the debtor's request, to reduce an excessive brokerage fee to a fair amount. TTK Article 22, however, introduces a specific restriction on this reduction for a debtor who holds the status of a merchant. Therefore, it cannot be said that a reduction claim is open to everyone who receives a high fee. The status of the parties, the nature of the contract and any other grounds of invalidity should be assessed separately.
Earnest Money, Binding Money and Withdrawal Money
The payment called "deposit" (kapora) in everyday language may perform different legal functions. TBK Article 177 provides that money paid when a contract is concluded is, as a rule, evidence that the contract was made, and that it is deducted from the principal debt unless otherwise agreed or local custom provides otherwise. Such a payment does not give the parties a right to withdraw from the contract without cause.
Withdrawal money is regulated separately in TBK Article 178. If withdrawal money has been validly agreed, where the party that paid withdraws it forfeits the amount paid; where the party that received it withdraws, it returns twice what it received. It cannot be said that every deposit carries an automatic "double refund" rule. The legal nature of the payment must be determined first.
Special refund conditions may be written for cases in which a technical inspection reveals certain defects, the seller cannot deliver the boat, or the seller lacks authority to transfer ownership. The reason for the refund, the form of the notice, the content of the report, the period for a decision and the bank charges should be clear. The sentence "if the buyer backs out, the deposit is forfeited" does not in every case override the seller's breach of duty or an agreed inspection condition.
Paying the deposit to the intermediary does not by itself mean that the money has become the intermediary's commission. On whose behalf is the money held, on what condition will it be passed to the seller, and on what condition will it be returned to the buyer? A separate collection and payment arrangement should be set up to answer these questions. The description on the bank receipt should support the legal nature stated in the contract.
Holding the Money and Power of Representation
Marketing authority, authority to collect payments and authority to sell should be kept separate. Within the representation provisions of TBK Article 40 and following, the existence and scope of an authority, and on whose behalf it is exercised, are determined. It cannot be assumed that an offer accepted by a person without authority binds the owner in every case, or that a payment made to that person ends the seller's claim absolutely.
If the intermediary holds the money temporarily, the holder of the account, the purpose for which the money is taken, the conditions for withdrawal and the reporting arrangement should be set out in writing. The name "escrow account" alone does not turn the money into a separate pool of assets protected from the intermediary's creditors or from its insolvency risk. The legal structure of the account and the banking arrangements should be examined separately.
If a refund or transfer requires the instructions of both parties, the text should state how the money will be held if the parties cannot agree. If the intermediary declares itself an arbiter in a dispute and transfers one party's money to the other, this may give rise to separate liability. In high-value sales, the payment mechanism should be built around the transfer of title and the removal of encumbrances.
Authority received from the representative of a company shown as owner in the register should also be checked separately. An intermediary may market a sale while being unable to sign on behalf of the company, and a company officer may also be subject to specific decision or signature requirements. For this reason, foreign documents, translations and the chain of authority should not be treated as a last-minute formality. For a checklist on the buyer's side, the guide legal checks when buying a yacht or boat is a useful complement.
Liability for Misstatements and Conflicts of Interest
Under TBK Article 520, brokerage is in principle subject to the provisions on agency. The duties of care, loyalty and accountability connected with the scope of the task undertaken are important. The source on which the intermediary bases its statements about engine hours, maintenance history, accident record or equipment should be recorded. Presenting an unverified statement by the seller as a firm technical guarantee creates risk.
An intermediary is not, in every case, a technical expert or a guarantor of all hidden defects in a yacht. However, concealing a known significant defect, ignoring a clear contradiction or failing to carry out an undertaken document check is assessed differently. For liability, the obligation, the breach, the damage and the causal link are made concrete. The seller's liability for defects and the intermediary's liability for its own conduct are different legal grounds.
An independent technical survey does not in every case remove the intermediary's own incorrect statement. Likewise, an intermediary collecting documents does not entirely remove the buyer's need for a technical inspection. Who commissioned the inspection, to whom the report is addressed and which equipment was excluded from its scope should be stated clearly.
Under TBK Article 523, if the intermediary acts against the interest of the other party in breach of its undertaken obligation, or asks the other party for a fee contrary to the rules of good faith, it may lose its right to the fee and to expenses. Receiving fees from both sides cannot be tied to the same result in every case. Disclosure, consent, the task undertaken and the conflict of interest are assessed together. Hidden price differences and undisclosed payment arrangements deserve particular attention.
Which Documents Are Decisive in a Dispute?
A party claiming commission should have in its file not only a screenshot of the listing but also records showing the link between the contract and the result. The date on which the buyer was introduced, the boat for which the buyer made an offer, whether the offer was passed on to the seller and how the sale was reached should be shown in chronological order. The context of emails and messages should be preserved; a single sentence should not be used in place of the whole correspondence.
In the judgment of the İstanbul 10th Commercial Court of First Instance (İstanbul 10. Asliye Ticaret Mahkemesi) dated January 13, 2025, file E.2022/769, decision K.2025/23, marketing, photography and listing activities were assessed. The action was dismissed on the ground that the link between a concrete sale and the brokerage activity had not been proven. The contract also contained a separate commission exception for a buyer brought by the seller. This is a first-instance decision, and its finality has not been verified in this study.
The practical lesson of the decision is not that listing is unimportant. It is that the fee term and the plan of proof must be built together. The witness accounts in that decision, or the percentage agreed in that transaction, cannot be treated as a general legal rule for all yacht sales. Each case must be assessed on its own contract.
In a dispute file, the following groups of documents can be kept together:
- Contract: the brokerage agreement, supplementary customer list, fee and exclusivity terms, and extensions of the term.
- Activity: buyer introduction, offer and counter-offer, viewing records, correspondence and dated listings.
- Sale and money: the actual sale documents, collection receipts, deposit instructions, invoices and refund records.
- Information and authority: registry extract, representation documents, technical reports and seller statements.
The parties' status as merchant or consumer, the nature of the relationship and the legal protection sought determine where a claim is brought. Mandatory mediation as a condition of suit, jurisdiction and any valid arbitration or choice-of-forum agreement are examined within this framework. Not every yacht purchase is automatically a commercial transaction simply because the price is high.
Conclusion
A sound yacht brokerage contract does more than state a commission rate. It clarifies the result on which the fee arises, the purpose for which the deposit is held, who may act on whose behalf and who is responsible for the information given. When the sale documents, bank flows and brokerage records are tied to the same transaction plan, the fee claim and the claims for refund and damages become easier to assess.
Related articles: Co-ownership of yachts; International yacht disputes; Yacht sale agreement and latent defects in second-hand yachts.
Frequently Asked Questions
Can an intermediary claim commission just because it placed an advertisement?
The statutory rule focuses on whether the targeted contract was concluded as a result of the activity, and on the link between the two. A valid fixed service fee or expense agreement, if one exists, is examined separately from the commission claim. Details: When Is the Commission Earned?
If I sell the boat myself under an exclusive contract, do I still have to pay the fee?
That depends on the scope of the contract. A sale to a buyer brought by the owner, the use of another broker and a direct agreement with a buyer the intermediary found are different scenarios. The exceptions and the fee clause should be read together. Details: Exclusivity and Excluding the Intermediary.
Is a deposit not always refunded?
No. It is determined whether the payment is earnest money, withdrawal money, an advance or another form of security. A technical inspection, the seller's breach of duty and special refund conditions may change the result. Details: Earnest Money, Binding Money and Withdrawal Money.
If the seller withdraws, can I receive twice the deposit?
A double refund is linked to the conditions of the withdrawal-money rules under Turkish law. Not every deposit is automatically withdrawal money. The legal nature of the contract and the reason it ended are examined separately. Details: Earnest Money, Binding Money and Withdrawal Money.
Is the intermediary always liable if the yacht turns out to have defects?
The intermediary is not automatically the guarantor of all defects. The task it undertook, the facts it knew or should have disclosed, any incorrect information it gave and its connection with the loss are examined. Defect rights against the seller are assessed separately. Details: Liability for Misstatements and Conflicts of Interest.
Can a very high commission always be reduced by a court?
TBK Article 525 regulates the reduction of an excessive fee, and TTK Article 22 introduces a specific restriction for a merchant debtor. For this reason, no outcome of a reduction can be promised before the status of the parties and the legal nature of the contract have been determined. Details: Commission Rate, Calculation and Excessive Fees.
Sources and legal bases
1 — Law No. 6098 on the Turkish Code of Obligations, TBMM adopted text, Articles 40–48, 177–178, 506, 508 and 520–525.
2 — Law No. 6102 on the Turkish Commercial Code, Ministry of Trade edition, Articles 22, 936, 1001 and 1007.
3 — İstanbul 10th Commercial Court of First Instance, January 13, 2025, E.2022/769, K.2025/23, full text access. First-instance decision; finality has not been verified. The access provider may require membership.
4 — Bilge, Fatih Furkan, “The Broker's Right to Remuneration in Brokerage Contracts (Simsarlık Sözleşmesinde Simsarın Ücret Hakkı)”, ASBÜ Faculty of Law Journal, 5/1, 2023, pp. 342–381, DOI: 10.47136/asbuhfd.1268756. Consulted for the link between the fee and its outcome, and for the conditions of the fee.