Conveyancing Class

Prof. Oni

How to make perfection of document for transfer of land. We will be looking at memorandum of
sales.
What we are looking out for here is documentation.
What are the intricacies before you can suggest or recommend to your client whether to buy or
not to buy and what documents to look for before you can tell your client to go ahead and buy
the property.
Course Outline
1. Meaning of conveyancing – what is conveyancing and conveyancing law,
2. Applicable laws
3. Preliminary consideration in the sale of real properties
4. Nature of Land to be sold
5. Capacity of Parties, familiy, alien, children, administration etc.
6. Statute of Fraud for states that still operate under SOGA
7. PCL
8. Example of Written Memorandum
9. Enforcement of Contract
10. Outline of Conveyancing procedure. – Precontract inquiries, formation of a binding
contract of sale coupled with payment of deposits, Establishment of title (Okumagba
case) – Vendor deducing title and Purchaser Investigating Title, conveyance of legal
estate to the purchaser – last process in land transaction – what are the special condition
in contract of sale of land – how people can exchange document that could lead to sale of
land, exchange of contract, deposit, perfection of document of sale of land. The
diffierence of contract of sale of land and deed of assignment. The latter is the last stage.
Action in contracts – right of lien etc. (just check the outline he will send to Toyosi).
11. Instruments of transfer – Form and content on instrument of transfer.
12. Land Registration.

Recommended textbook: Conveyancing Law by Imanobe. Agbebi – law of conveyancing.

Chapter 9 of IO Smith.
Date: 18/11/2024
Lecturer: Prof. Oni
Topic: Preliminary Considerations for Sale of Real Property
Recap of last class. Try to define conveyance. When we talk about conveyance, we refer to any
document that transfers interest in land. It may be a lease, mortgage, etc. It must be such that it
extinguishes the right of the initial owner. Section 2(1) of PCL excludes documents that do not
qualify as conveyance. You cannot use a will to buy a property.
Sources of law of conveyancing. What are the challenges facing the conveyancer – multiplicity
of laws, unqualified agents (note the Oloto family in Ogunbambi v. Abowaba).
When talking about sale of property, there is a contract stage and a completion stage.
Preliminary Considerations for Sale of Real Property
Sellers and buyers must consider certain preliminary matters before the purchase of land is made.
5 main methods of acquiring land are:
1. Through family land under allotment: the most common means.
2. Customary law.
3. Grant, Alloation, Deed: you can get a grant or gift inter vivos. The government may also grant
land.
4. Purchase: making payment and buying land.
5. Inheritance.

What are those things to consider before you can advise a client to buy?
These are the Preliminary considerations for sale of real property.
1. Nature of land to be sold: see Ownership and possession in Abraham v. Adesanya,
Buraimoh v. Gbamgbose. The highest title one can hold in land in Nigeria is the statutory right
of occupancy. An absolute transfer of property is not possible. Some lawyers fall into the
mistake of conveying land in fee simple. We have freehold and leasehold. A leasehold is also a
good title. See Section 5 and Section 34 of the LUA.

2. The rule of nemo dat quod non habet: You cannot give what you do not have. Is the person
selling the land the owner? In what capacity is he making the sale? There is something called the
root of title.
3. Caveat Emptor Rule: Purchaser is expected to beware. The purchaser has a duty to verify
and investigate the land title. The rule is applicable even if the warning is not given on the land.
See Uwaifo JSC in Oyindo v. Ajemba, Animashaun v. Olojo.

4. Capacities of Parties: It is fundamental in a contract of sale of land that parties must have
capacity, whether as a buyer or seller.
(a) Family property: See Ekpendu v. Erika – You cannot buy family property except with the
joint assent of the head of family and principal members of the family.
(b) Infants: By the Settled Land Act of 1882, an infant can only enter a contract by legal
necessity. An infant cannot convey or accept the transfer of interest in land, except where he
buys jointly with an adult who constitutes a trustee for him.
(c) Foreigners/Aliens: Foreigners cannot acquire land in Nigeria. Even when they acquire
land, it cannot be up to 99 years in some states or a leasehold. In Lagos State, aliens do not have
absolute ownership; they can get a lease but not absolute ownership.
(d) Corporate (legal) personality: See Salomon v. Salomon. A company must have been
incorporated and registered under the CAMA. The MoA of the company must empower it to buy
land. If not declared in the MoA, it is acting ultra vires. This used to be under [Section 38?] of
the old CAMA. Michael, Check the new provision in the 2020 CAMA.
(e) Partnership: A partnership can buy land if the partnership agreement allows.
(f) Administrators: Those representing the estate of the deceased. Where the will permits
them to buy or not to buy property. If the testator gives them the right to sell under the will, they
can sell when they obtain probate.
(g) Attorneys: Attorneys can act for vendors. There is a need for a PoA for proper execution,
especially when the PoA allows the donee to sell. The PoA must be registered. There are two
types of PoA: revocable and irrevocable.
Contract of Sale of Land
There are two stages of conveyancing transaction under English law. This is also adopted in
Nigeria. The contract stage and the completion stage. The problems of Nigerians when it comes
to the issue of land transactions often arise because they skip the contract stage and proceed
directly to the completion stage.
Read the case of International Textile Industries Ltd v. Aderemi, which illustrates the two types
of transactions.
Transfer of the sale of land is divided into two:
- The contract stage.
- The completion stage.
There is offer and acceptance in the contract stage. You may negotiate on payment and
consideration. People don’t follow the contract stage but jump to the completion stage. In the
aforementioned case, the court sought to distinguish between the contract stage and the
completion stage.
What is a contract of sale of land? It is the first stage in a conveyancing transaction. It is at this
stage that the purchaser acquires an equitable interest in the property. The legal interest is
acquired later, after the completion stage.
Date:
Lecturer: Prof Oni
Topic
I was not able to write because of fatigue.
Date: 26/11/2024
Lecturer; Prof. Oni
Topic: Special Conditions in a Formal contract of Sale
Recapped last class
Special Conditions:
This is what is contained in a formal contract of sale of land, which is not available under an
open contract. In an open contract, it is presumed. However, in a formal contract of sale of land,
all the details are well provided for.

1. Fittings and Fixtures (Chattels):

These are personal property, usually movable. When people buy fixtures, they have to be
separated from the actual purchase price of the property. The essence is that everything can
be stated in a contract of sale of land, but upon getting to the completion stage, it should be
removed so as not to be sub-charged. Eyim v BBWA Limited.
2. Vacant Possession:
This will ensure that the property being sold is free from any right of possession by any third
party. This is common in land where there are tenants and the vendor had collected rents for
a specified period of years. This feature does not exist in an open contract because it is not
expressly stated, but this is expressly stipulated in a formal contract of sale of land.
3. Payment of Deposits:
Payment of deposits is not really essential for a valid contract, but it may be made as a
condition as a means of transferring interest. There is a difference between a deposit and
part-payment. A deposit is something not really substantial, just as what is had in Currie v
Misa. Whether a payment is a deposit or part-payment depends on the volume. Most times,
people forfeit deposits, but you cannot forfeit part-payment. It forms part of one’s
consideration. A condition will be stated in the Contract of Sale of Land on how the payment
is to be made. Part-payment is recoverable. If the balance is to be made in two or three
months in the case of a deposit, some sellers may stipulate in the contract of sale that 90% of
the money deposited would be forfeited.
4. Provision as to Restrictive Covenant on Other 3rd Party Rights:
Where there is a covenant in place, parties are required to observe what the third party has
agreed to. Read Doherty v Development Properties on privity of contract and privity of
estate. Thus, where there are restrictive covenants, such as easements, through a formal
contract of sale of land, a third party can be prevented from discharging the land. In an open
contract, it can only be implied because it is not expressly provided for.
5. Provision as to Consent:
Consent here is in two ways: consent of the family (remember Ekpendu v Erika) and consent
under the Land Use Act. There is a need for agreement on who is to apply for consent under
Section 22 of the LUA and how to apply for the same.
6. Date of Completion:
Usually, parties agree on when the transaction is to be completed. However, the common
trend is that the transaction is to be completed within a “reasonable time.” What is a
reasonable time is another problem. See Johnson v Humphrey. If time is made essential,
anything outside the time is a breach of the formal contract of sale.
7. Arbitration Clause:
This is now common in contracts of sale of land. Where there is a dispute, the parties can go
to arbitration.
8. Undertaking by Vendor:
The vendor signs an undertaking, such as an indemnity clause, or that he shall transfer the
property. An undertaking by the purchaser may be made that the latter shall pay the balance
as and when due or as agreed under the contract of sale of land.
The conditions are not exhaustive. The parties can draft conditions as suitable to them.

Note that some of these conditions may be void under the law. It is not all conditions stated that
are valid under the law, especially in issues such as the selection of solicitors. Ordinarily, one of
the rules of ethics for professional lawyers is for both parties to each bring a lawyer. Both
lawyers prepare the formal contract of sale and bring it back for exchange.

Advantages of a Formal Contract of Sale of Land (Before Assignment)

1. Where the transaction involves a large sum of money, the contract protects the purchaser’s
solicitor by giving him time to investigate the title or vendor thoroughly before executing a
deed of assignment.
2. By the special conditions of a formal contract of sale, parties are in a clearer position
regarding what they agreed upon. There is no requirement for implied terms.
3. It prevents last-minute withdrawal by either of the parties because they are bound by the
contract.
4. It prevents gazumping, which is the variation or increase in the price of the land. It prevents
the vendor from increasing the price of the land.
5. When the property is a developed property, the contract can be used to transfer legal title to
chattels. Separation can be made between the chattels and the property itself at the contract
stage.
6. Before the completion stage, the purchaser can ask to take possession.
7. Doctrine of Conversion: The equitable doctrine of conversion is applicable to contracts of
sale of land because equity treats as done what ought to be done. Thus, upon the signing of
the contract, it is deemed as if the purchaser has title to the property.
Date: 02/12/2024
Lecturer: Prof Oni (SAN)
Topic:
I didn’t join this class. I heard he taught Exchange of Contracts, Legal Status of Parties under
contract of sale, perfection of the contract, and remedies for breach of contract.
Date: 03/12/024
Lecturer:
Topic
Class didn’t hold.

Date: 09/12/2024
Lecturer: Prof Oni (SAN)
Recapped last class.
Another subheading: Procedure for Vesting Legal Title in the Purchaser.
Just like we noticed, the essence of going into contract of sale is to have a good title before the
completion stage. You don’t prepare a completion stage (a deed of transfer or assignment) unless
you are satisfied of the title of the vendor. One of the advantage of contract of sale is to enable
carry out investigation on the title of the vendor. Until vendor satisfies you on title, the trasnsctin
is not complete. There is something called deducing title which allows the purchaser to ascertain
the veracity of the title being conveyed by the vendor. Title is often deduced by the vendor.
When you enter into a contract of sale of land, you released to us, all the parties, its called
epitome or abstract of title.
When you are handing over document to the purchaser through a solicitor, the history of how the
land become vested on you is called the epitome or abstract of title. Original is not going to be
handed to you until completion. Upon delivery, the purchaser solicitor would go and conduct a
search of the document submitted to them.
It is called epitome or abstract of title because it talks about historical evolution of how the land
became vested on the person.
The document of title that the purchaser will likely examine
1. Conveyance dealing with absolute ownership of land. A registered conveyance must be
traced back to 30 years. Remember the case of Idundun v Okumagba on presumption of 20
 years. You will look at the recitals. Every document have a recital. Recital in any instrument
tells the history of how the land became vested on the vendor. These are what we call
deemed grants – documents that come before the LUA. Remember Savannab Bank v
Agiloh, Ogunleye v Oni. The recital allows one to know how many years the land has
become vested on the vendor. Any conveyance above twenty years is deemed good as seen in
idundun v Okumagba and Ogunleye v Oni. Certificate of Occupancy: a good root of title
because its going to be registered. A title that is secured with
2. Leases and Assignment: Purchaser solicitor must ensure that all assignments/ leases for more
than three years are made by deed. A lease more than three years must be registered.
Purchaser solicitor must investigate the right of reversion to know when the right of reversion
will expire. You need to know the remaining residue. A deed of assignment is like a lease
because he is assigning unexpired residue. There is a need to seek the consent of the lessor.
3. Mortgages and Release: for every interest created in land, there must always be registration
for the piece of land. A legal mortgaged on a piece of land stands as an encumbrance. If
repayment had been made, a deed of release must be made. There is a need for reconveyance
by the bank called a deed of release which would be registered against that land indicating
that the mortgage has been discharged. For every mortgage created, there must be a request
for a deed of release except if it is a equitable mortgage. However, you must ensure that the
document is with the bank. In essence, a deed of release is a good title.
4. Power of Attorney: where somebody is required to sell a piece of land on PoA, two things
must be asked, was the power conferred on the donee by the donor one to sell? Is the PoA
registered if the donor held out himself as selling the property. Every PoA must be registered
where it allows the done to sign to release the property.
5. Registered Title: where document is given is registered, it makes it easier for the solicitor.
Examples of document is not exhaustive. After examination (deducing title), there is requisition
of title which is the next thing to do where there are issues in the investigation of title. It is a
query on title given. The purchaser would go ahead to do a requisition of title after perusal of the
title given. In that query, the purcheraser would itemise every detail that he considers defective
in the document. After the requisition, the vendor must reply, this is called reply to requisition.
He will reply to every items made in the query.
Vendor solicitors owes a duty to reply all relevant requisition sent to him according to the
general practice of conveyancing. (you cant sell a property through a Will – ask for probate or
letter of administration – these are part of the requisition). Where requisition does not reply, he
can rescind the contract as it is a fundamental term that the vendor has good title. The purchaser
could even sue for breach of title.
Date: 10/12/2024
Lecturer: Prof Oni
Topic: Instrument of Transfer
Recapped last class.
Instrument of transfer takes form of a conveyance. Conveyance means transfer, grant,
extinguishes an interest in land. It takes form of conveyance or an assignment. it is a document
that transfers interest in land. The instrument of transfer is in completion stage. After being
satisfied with the above, then you complete and this is called instrument of transfer. It can take
any form, conveyance, assignment, deed in other see section 77 of pcl and section 3 of Real
Property Act.
The purchasing solicitor should prepare and draft the instrument of transfer and send same to the
vendor. When drafting , ensure that the draft captures everything agreed and what you stipulated
in the contract of sale of land except when you separate the chattel.
Forms and content of instrument of transfer
Drafting is an art. There are certain features that may be present i.e. the constituent part of all
deed of transfer be it assignment, sublease etc. they include;
1. The commencement including dates and parties. An instrument of transfer should commence
with a description of the nature of the instrument being prepared followed by the date and the
parties.
2. Date: the nature of transaction is followed by the word “this deed of assignment is made
____ day of ____ 2024”. The date must be stated correctly. Backdating is not required for a
deed of assignment, but may be used for pre-land use Act, titles. People don’t give dates due
to escrow, subject to other condition. The relevant date is the date in which it is delivered.
3. Party: when you introduce the parties, you use the word “between” before including the
names of the party followed by the address of that person and the capacity in which he is
assigning. The assignee is introduced by the word “AND” in capitals. The name used in deed
must be one of juristic entity. There is nothing like Mr. and Mrs. in conveyancing. Everyone
stands on their one. Thus for Husband and Wife, you must include both parties name and
don’t join them under a surname.
4. Recital: it could be narrative – trying to let us know how the land became vested. It is
essential because it goes to the root of the transaction. To start a recital, you use the word
“WHEREAS” in capital letters. It operates as an estoppel against the party making it because
it will stand against the seller in subsequent transactions. It gives presumption of a truth
being stated. Where the property actually belongs to a deceased person and there is a will and
a probate had been obtained, the recital must include the fact that the person is a personal
representative.
5. Operating Part: it contains consideration clause, the receipt clause, the word of grant, the
parcel clause and the habendum. Consideration clause is talking about payment. You start
with the word “in consideration of the sum of …” in consideration, it is not in all cases that
consideration should be money. It could be love and affection. E.g. “in consideration of love
and affection” this occurs in the case of a gift. The receipt clause is talking about
acknowledge of payment. It begins with “the receipt whereof the assignor acknowledges…”
it serves as prima facie evidence of payment of consideration. It also constitutes the fact that
the purchaser has discharge his obligation under the arrangement. Word of grant talks about
what you transfer to the assignee. “the assignor hereby assigns unto the assignee…”/ the
 parcel clause is described as “all that piece of land situated and being at… and which is to be
particularly delineated and which is approximately measuring… and more particularly
delineated by survey plan..”
We will continue with Habendum.
Date: 16/12/2024
Lecturer: Dr. Idris
Topic:
Date: 17/12/2024
Lecturer: Dr. Idris
Topic
Addendum is that part of the instrument that describes the part of the estate that the assignee
takes.
Although it is thought that addendum may not be too necessary in modern times. This is as a
result of the statutory provisions. See section 6 of CA 1881 and section 88 of PCL.
See Pg 225 of I.O Smith.

Date: 07/01/2025
Lecturer: Dr. Idris
Topic:
The next one is the execution clause. It comes after testimonium. It is formulated for each of the
parties to the instrument. There are some conveyance where it is only the assignor that will sign.
There is another where both assignor and assignee will sign – this happens when the two parties
have exchanged covenant. Usually, in the early times, when a conveyance is made, it is only the
assignor that will sign because most times, no convenant is moving from the assignee to the
assignor. Today, you will find covenant moving from both parties.
It is in this area you will see “sign, sealed and delivered”. A natural person would merely sign. A
director signs on behalf of the company. In the old days, director signs alongside with the
company secretary followed by company seal. CAMA today has dispensed with the requirement
of seal. It used to be two directors. Now, a single director can make such signature.
Another point to note is that there could be situations whereby the assignor or the assignee is an
illiterate. There is something called Illiterate Jurat. It must be inserted in such an agreement. note
that there are some things about this illiterate Jurat. When you want to include illiterate jurat,
rather than stop at “signed, sealed and delivered by the assignor”, you say “signed, sealed and
delivered by the assignor, the foregoing having been first read and interpreted to him in the
language by me (your name) when he appeared perfectly to understand…” it means, the man
only signed when I have read and interpreted the document to him in the language he
understands by the person making the statement. His mark affixed would only be valid if he
appears to have perfectly understood it.
The law is strict on requirement for illiterate jurat. This means that if there is non-compliance,
the document is null and void against the illiterate party and the illiterate party would be
unenforceable by the literate party. See section 2 of the Illiterate Protection Law (cap 13, LLS,
2003).
You need to know that there have been conflicting decisions on this position of the law. The
author states that although it would appear from the Illiterate protection law that the requirement
of illiterate jurat may be dispensed with where the instrument is prepared by the solicitors under
section 4. There are however conflicting decisions on this provision that the illiterate jurat is
dispensed with
See Amisu v Nzeribe, court of appeal stated that illiterate jurat is a strict obligation to be fulfilled
notwithstanding that it was prepared by a legal practitioner.
In a subsequent decision in Okelola v Boyle , the court of appeal stated a contrary view without
overruling the previous case. It was held that the provisions of the law exempting documents
prepared by lawyers… makes it a mere surplusage so that its non-inclusion have no effect on the
validity of the document. Take note of the two cases, Amizu v Nzeribe and Okelola v Boyle.
The point to note is that the court of appeal never made reference to their decision in Amizu v
Nzeribe despite the fact that the recent case is inconsistent with it. An advice is given that
pending a clear direction by the SC, conveyancers are advised to make provision for illiterate
jurat where one or both parties are illiterate.
Attestation clause is a statutory requirement that has no penal consequences for its omission.
You can see section 8 of CA 1881, section 99(1) of PCL. The party to a deed cannot be a witness
and save under the registration of titles law, where the transfer form directs that the witness be
some other person than his spouse, there is no rule preventing the spouse from attesting to the
document signed.
Other rules under the registration of title law of lagos state and the registration of title act 1924
An instrument by illiterate grantor would not be accepted unless witnessed by a magistrate or a
justice of the peace. a blind grantor is also required to execute an instrument before a magistrate
or JP. See cases AKingbade v Olayinka, section 84 of the Registration of Title Law of Lagos
state.
Completion – it is usually the exchange of the instrument of transfer and the title deeds and the
balance of money.
Note that upon completion, the assignee no longer has remedy in contract except he establishes
that there is rectification, rescission or some existence of collateral warranty. The only remedy he
has to sue on the covenant on title which is implied in the instrument particularly where the
assignor is signing as a beneficial owner.
Upon completion, the terms of the contract of sale are said to have been merged with the
instrument of transfer – this means that if the terms in the contract of sale is same as terms in
instrument, on completion, terms are deemed to have been merged. This merger does not take
place where terms are different. The right in the contract continues even after the completion,
thus parties can still enforce the terms in the contract.

Perfection of Instrument
See section 22 of LUA – you must obtain governor’s consent. This means you must get signature
of governor for any land transaction. Registration, and stamp duties are also part of the
perfection. You go through governor’s consent, registration and stamp duties. Failure to register
and stamp, the document will be inadmissible in litigation.
See the case of Savannah Bank v Agilo, UBN v Ayodare. Application for governor’s consent
must be made after a binding contract and before completion. Pending governor’s consent, the
right of the parties in the contract is inchoate see Awojugbagbe light Industries v Chinukwe.
In Lagos state, there is an application procedure. Obtain consent form from land registry which is
signed by all the parties. The consent form is accompanied with the following, covering letter? 3
years tax clearance certificate, certificate of company etc, followed by inspection, notice of
assessment, consent fees,
Payment of stamp duties on ad valoream rate. 30 days start to run from the day consent is given.
See provision of section23(3) of Stamp Duties Act, section 23(5) of SDA.
This stamping is one of the conditions for registration.
With that said, we come to registration.