Abstract :
source for liability case. According to the section, if an affiliated company while carrying out its own activities takes advantages of the trust of the dominant company, the dominant company may be regarded responsible for the results of the affiliated company’s activities. The liability which is called trust responsibility is basically an application of the general principles of the law as laid down in s. 2 of the Turkish Civil Code (the CC) to the company law. This article deals with the conditions and limits of the responsibility. The source of s. 203 of the new TCC is trust responsibility of s. 2 of the CC. The two liabilities are directly inserted in the Acts. Where special provision of s. 203 of the new TCC cannot be applied, the trust rule of s. 2 of the CC shall be applied as a source of liability. In other words, in a liability case, s. 203 of the new TCC shall have a multiplier effect with regard to “legal reasoning”. In order to apply s. 203 of the new TCC, there has to be a group of companies as defined in s. 195 of the TCC. But, there is no need for the dominant company to be a commercial company. Business enterprises of sole traders may be the dominant firm. Therefore, such a firm may be liable. In other cooperation where there is not a dominant company, there cannot be trust liability. The defendant of this type of liability cases is the dominant enterprise, either a company or an unincorporated firm. The company will be liable as the affiliated main liable company. In other words, this special provision increases the number of defendants. Therefore, rules that governing the main liability cases are the same. The judge has to solve the recourse disputes between the dominant company and its affiliated company. The reputation of the dominant company, in fact, depends upon the reputation of the business title, the business name and the trademarks of the dominant company. Therefore, in order to determine the value of the reputation, some principles of trademark law should be taken into account. In order to make the dominant company liable, the reputation of each member of the group of companies as a whole should be reached a point where the society feels that the members of the groups as a whole is a sound and trustworthy. The rules in determining “well-known trade mark” and “famous trade mark” may be applied in determining reputation of the group of companies. Trustworthiness of the group of companies shall be subjective. Every person who trust in the dominant company and his trust worth for protection has right to sue the dominant company. But, for the banks and other privileged firms, rules for “apparently confident” shall not apply. In other words, in such a situation, such firms may have no right to sue.
NaturalLanguageKeyword :
Group of companies , trust responsibility , responsibility arising out of trust , dominant enterprise , affiliated company , dominant relationship in company law , commitment to relationship in company law , section 2 of the Turkish Civil Code , transfer of good commercial reputation.
