Limiting the absolute effect of non-assignment clauses through the interpretation of law and contract: a Turkish law perspective

This article examines the freedom of assignment in Turkish law, focusing on the absolute effect of non-assignment clauses and the potential to limit the absolute effect through the interpretation of law and contract. The Turkish Code of Obligations (Article 183), following the Swiss Code of Obligations (Article 164), allows for non-assignment clauses that prevent the transfer of rights. This article explores how the absolute effect of non-assignment clauses can be constrained through statutory and contractual interpretations. Key discussions include the convalescence of invalid assignments upon debtor consent, the restriction of the debtor’s power to consent via the general principle of the prohibition of abuse of rights, and the use of contractual remedies to mitigate the uncertainty surrounding the debtor’s discretion to consent. By analysing these approaches, the article proposes methods to limit the absolute effect of non-assignment clauses and strengthen the freedom of assignment within Turkish law. In view of the fact that Turkish law adheres to the civil law tradition, this study relies extensively on doctrinal analyses and jurisprudential developments in civil law legal systems—particularly those of Switzerland, Germany, and Austria. Ultimately, this article contributes to the ongoing discourse on enhancing the flexibility of non-assignment clauses in civil law systems, particularly in countries like Turkey, where there are no mandatory provisions limiting the absolute effect of non-assignment clauses. © The Author(s) (2025). Published by Oxford University Press on behalf of Unidroit. All rights reserved.