Turkish Law Blog

Duties and Legal Responsibilities of the Manager and the Authorized Courts for the Disputes may arise from the Manager Contracts

İbrahim Can Narin İbrahim Can Narin/ Küçükislamoğlu | İpeklioğlu | Narin | Dalgıç & Partners
05 February, 2020
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Abstract: In this article, how a good manager should be in line with our experience and the legal validity of the irresponsibility clauses in the manager-client contracts and authorized courts for disputes may arise from these contracts were examined.

The French word “Manager” is defined in TDK(Turkish Language Institution) as “The person who regulates and manages the professional work of an athlete or an artist.”

Nowadays, managers are also involved in the daily lives of athletes and artists in addition to their professional lives, they also organize and manage their daily work.

In our opinion, the reason for this can be shown that the daily life of athletes and artists affects their professional lives.

The main tasks of a good manager are respectively;

  • Being with the client in all circumstances,
  • Protecting the client against possible risks and dangers,
  • To provide all kinds of support in order to develop a career.

If we examine these three tasks;

  • Being with the client in all circumstances,

The manager should be the main source of solutions not only in the career of the client but also in health problems, psychological problems, and social relations. 7/24 support should be provided in cases where the client needs it.

During these processes, the manager must also protect the professional business relationship with the client and should not allow the crossing of the professional relationship between them.

In summary, a good manager should also be in the position of the life coach of his client.

  • Protecting the client against possible risks and dangers

The situations that may jeopardize the career of the athlete and the artist and that may create danger should be analyzed in advance by the manager, precautions should be taken against the related dangers and risk situations.

Any contract signed by the client must be reviewed and if necessary revised by the manager.

All kinds of press relations of the client should be under the control of the manager, and if necessary, the rights of the client, especially the legal rights of the client, should be defended immediately.

In summary, a good manager should have both good legal knowledge and consultancy skills and should be a consultant who can protect the client in every sense.

  • Providing all kinds of support in order to develop his career,

During the development of the client's career, the client's awareness should be increased, especially in agencies and platforms with high functionality, then the future proposals and projects of the client should be examined and the most appropriate projects and proposals should be explained to the client separately with positive-negative aspects. Then they must be decided together.

In such cases, it is not appropriate for the manager or the artist to decide on his own.

The personal development of the client should not be neglected by the manager, the client's participation in training and programs that will contribute to the client should be encouraged by the manager and the client should be directed.

In summary, a good manager should also be the client's personal development coach.

In total, the manager can be defined as someone who will support, advise and improve the client at every stage of his career and life.

The contractual relationship between the manager and the athlete-artist should be interpreted on the basis of the above-mentioned principles and the legal responsibility of the manager on the athlete-artist should be determined in the light of these principles.

The manager stands out as both a consultant and a proxy in line with the issues mentioned in this article.

Consultants work with a service contract but the proxies work in accordance with the proxy agreement.

In our opinion, the interpretation of a management contract as a career-only contract will contradict the above-mentioned principles of the management concept.

Due to the nature of the management agreement, which it is a mixed agreement, which consists of the combination of service and proxy agreements, the responsibility of the manager emerges in this direction. Therefore, about the authorization, disputes arising from the related contracts can be mentioned that the general courts of justice are authorized. (In the original case, the plaintiff attorney, the contract between the parties unfairly terminated and does not pay the agency service commission specified in the contract to his client Additionally claiming that the client is deprived of the proceeds of the contract, the collection of penalties and deprived profits.                                     

In the opposite case the Plaintiff's attorney requested the payment of the receivable which the counter-defendant swapped as an agency service commission;

The dispute between the parties arises from the management agreement dated 16.06.2010. The duty of the courts is regulated by law and since the rules of duty are related to public order, they are taken into account ex officio at every stage of the proceedings.

Article 76 of the Law no. 5846 states that the disputes arising from the legal relations regulated by this law shall be dealt with by the courts of intellectual and industrial rights courts as a specialized court.

In the present case, there is no dispute arising out of the Law on Intellectual and Artistic Works.

So intellectual property courts cannot be mentioned as authorized courts.

In this case, it is necessary to determine that the court in charge of the case is the general courts and it has to decide to dismiss the case from the procedure so the establishment of a provision by entering the basis of the case was not correct,

it required the decision to be reversed ex officio 11. High Court of Litigation 2016/852 E., 2017/3865 K.).

However, in terms of the contract, there are also decisions that the Supreme Court accepted the Intellectual Property Courts as authorized. (The plaintiff's attorney, his client, who has an organization and a management company, sign a contract to be the manager of the defendant and fulfilled all contractual obligations, however, the defendant took part in the scene and various organizations in E.de… at the venue of 25/01 / 2013- 01/02/2013 in violation of the terms of the contract without the approval of his client. He also terminated the contract unfairly upon his client's warning.

Claiming that the termination is not valid, He requested and filed a lawsuit from the defendant in accordance with the contract for management, for a penalty of $ 60,000 equivalent to 108,000 TL for now, with the commercial interest.

The defendant's attorney asked for the rejection of the case.

Because according to the evidence and expert report collected by the court, especially in the integrity of the management contract dated 01/08/2011, articles 5 and 7 contain very heavy obligations against the artist.

Defendant’s attorney claims that If the contract was made with free will, the defendant would not be under these heavy commitments, In the contract; provisions that violate the plaintiff's freedom of work, the right to contract, and even basic personality rights on his body.

The manager who does not fulfill the obligation to provide work to the artist the request for a fee for works that the artist found with his own means is unfair and also The case should be rejected because both the penalty clause was unfair and the plaintiff did not properly meet his obligations.

Since the amount of the penal clause was determined in the contract, the decision of the case was decided to be dismissed on the grounds that partial lawsuits were not met in accordance with the second paragraph of Article 109 of the Civil Procedure Law.

The plaintiff's attorney appealed.

According to the information and documents in the case file, there is no procedural and illegal direction in discussing and evaluating the evidence based on the reasoning of the court decision because of that all appeals of the plaintiff's attorney were dismissed. 11. High Court of Litigation          2014/15438 E.  ,  2015/11220 K.)

Considering the dates of the decisions in the event of a situation not regulated directly in the Intellectual and Industrial Property Law, we state that we believe that the courts in charge will be general courts.

It is clear that the managers' responsibilities in matters they provide consultancy will be less than the ones they act as proxy.

Managers may be held liable for gross negligence or intent in matters they provide consultancy, whereas their responsibility in cases where they act as a proxy begins with slight negligence.

Although each event will be considered on its own, it is clear that the attorney's law will be at a minimum level of liability, especially if the manager is also a lawyer, especially if he provides legal advice and acts as a proxy.

In light of all these reasons, it is clear that the manager should be careful in managing the client's relationship and be responsible for the negative impact on the client due to his own fault.

Although it is appropriate to limit liability to a certain amount, in our opinion, a provision that the manager will be irresponsible for the outcome of any business not possible to find a legal application area.

In such cases, despite the manager's irresponsibility clause, the manager should be responsible for the losses incurred by the client.

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