The contract of sale of land is a pivotal element in conveyancing, marking the initial stage in the transfer of interest in land and culminating in the vesting of legal title upon completion. Despite its significance, this stage is often overlooked in Nigeria, leading to complexities in property transactions. This study explores the principles, processes, and laws governing the contract for the sale of land in Nigeria, emphasizing the distinct procedures under customary and English law. It examines key elements such as pre-contract inquiries, the exchange of contracts, completion procedures, and remedies for breaches. The research aims to illuminate the legal framework and practical challenges in land transactions, providing insights into statutory requirements, including the Statute of Frauds and local equivalents. Additionally, it highlights customary practices where literacy is minimal, focusing on essential elements like purchase price payment, possession, and witness presence. The study adopts doctrinal research, consulting legal texts, statutes, and case law to address gaps in understanding and propose improved methods for land transactions.
The work is structured into five chapters, encompassing an introduction to the subject, an analysis of contractual stages, completion procedures, remedies for breaches, and a conclusion with recommendations. It offers a comprehensive review of existing literature while identifying limitations in the coverage of breach remedies and reliance on foreign case law. This research contributes to bridging the knowledge gap in Nigerian property law, promoting efficient and legally sound practices in land sales.
TABLE OF CONTENTS
Title Page -- i
Declaration ii
Certification iii
Dedication -- iv
Acknowledgement -- v
List Cases vii
List of Statute x
List of Abbreviation -- xi
Table of Contents -- xiii
CHAPTER ONE
General Introduction
1.1 Introduction -- 1
1.2 Statement of Problem -- 4
1.3 Aims and objectives of this Study 5
1.4 Scope and limitation of the Study 5
1.5 Research Methodology 5
1.6 Literature Review 6
1.7 Organizational Layout 8
CHAPTER TWO
Analysis of the Nature and Scope of Contract for Sale of Land in Nigeria
2.1 Introduction -- 9
2.2 Types of Contract 11
2.2.1 Oral Contract -- 12
2.2.2 Open Contract -- 13
2.2.3 Formal Contract -- 14
2.3 Main Contents of a Formal Contract -- 15
2.3.1 Deposit15
2.3.2 Balance of Purchase Money -- 15
2.3.3 Capacity of the Vendor 16
2.3.4 Vacant Possession 16
2.3.5 Fixtures and Fittings 16
2.3.6 Possession Before Completion 16
2.3.7 Insurance Pending Completion 17
2.3.8 Completion Date -- 17
2.4 Effect of Exchange of Contract 17
2.5 Rights and Obligation of the Parties Under the Contract 19
2.6 Advantages for entering into a formal Contract 20
CHAPTER THREE
Completion and Post Completion matters in contract of sale of land
3.1 Introduction -- 22
3.2 Post Completion Matters -- 22
3.2.1 The Requirement of Governor Consent -- 23
3.2.2 Stamping of Contract -- 26
3.2.3 Registration of -- 28
CHAPTER FOUR
Remedies for breach of contract for sale of land
4.1 Introduction 31
4.2 Remedies Under Uncompleted Contract 31
4.2.1 Specific Performance 31
4.2.2 Damages 33
4.2.3 Rescission 34
4.2.4 Forfeiture of Deposit 35
4.2.5 Vendor and Purchaser Summons 35
4.2.6 Lien -- 36
4.3 Post Completion Remedies -- 37
4.3.1 Covenants for Title 37
4.2.2 Setting the Transaction Aside 38
4.2.3 Rectification -- 39
4.4 Effect of Breach of Contract -- 39
4.4.1 Innocent Party put to Election 39
4.4.2 Trivial Breach -- 40
CHAPTER FIVE
SUMMARY AND CONCLUSION
5.1 Summary 42
5.2 Findings 43
5.3 Recommendations 44
Bibliography -- 47
CHAPTER ONE
GENERAL INTRODUCTION
1.1 Introduction
A contract of sale of land is the first stage in a conveyancing transaction by which the purchase acquires equitable interest on the property and legal interest in acquired later at the completion stage. Unfortunately, this important stage in conveyancing is usually ignored by Nigerians.
The parties must have capacity; there must be an offer, an acceptance, a consideration an intention to enter into a legally binding relationship, in addition to the above, the special nature of the commodity on sale makes the sale of land to be regulated very closely by common law, the general principles of equity. Customary law, and statutes. Conveyancing is a generic property or interest in real property from one party to another.
Sale or contract for sale of land is a major part of property law practice in Nigeria. In the process, interest in land is transferred from a party to another, it is not just a mere agreement to purchase such land or the payment of price, but a complete procedure which has to be
followed such as, the agreement to transfer interest in land, agreement and the payment of agreed price.
The Collens Gem English Dictionary defines contract as “The entering into agreement formal document recording agreement or agreement enforceable by law1”.
In Nigeria there are two clear and distinct ways in which land is sold and title validly transferred following a sale. (a)Through customary law or,
(b)Through received English law.
The two ways are distinct and mutually exclusive and it is important for a party claiming title to kind to show clearly, carefully, and fully the nature of the sale transaction in order to establish the applicable law to the transaction2 While a valid sale of land under customary law does not require a conveyance as
obtained under English law,3 a valid transfer or sale under English law requires payment of the money or consideration, acknowledgement of the money or consideration, acknowledgement of receipt of purchase money and execution of deed of conveyance in favour of the purchaser 4
Applicable Law
The principal statute on the formation of contract of sale of land is section 4 of the statute of frauds 1677 (U.K) and its local equivalent section 5 of the law Reform (contract) Act (No 64) of 1961.5
Section 4 of the act provides
No action shall be brought upon any contract for the sale or other disposition of land or any interest in land, unless the agreement
upon which such action is brought or some memorandum or note thereof, is in writing and
signed by the party to be charged or by some person thereunto by him lawfully authorized.
The act does not apply to a contract for sale of land under native law and custom. Under native law where the indigene are predominantly illiterate the requirement of writing is not essential in fact document are unknown to nature law.6 But every valid sale of land under native law
satisfy the following 7
a. The payment of the purchase price;
b. The purchaser is put in possession and
c. The transaction is in the presence of witnesses
In Alake v. Awawu8 the court held that:
“This court asked to lay down a strict rule of law that land the property of an illiterate native cannot be disposed of by him or her without complying with the statute of frauds. I am not prepared to do this the circumstances of each case must be taken into consideration.
1.2 STATEMENT OF PROBLEMS
The principles and Effect for selling land is what this study deals with the transfer of interest in land that has already been in existence for a long time, even before the introduction of General law (known as the English law). This aspect of contract has been abused, and misunderstood therefore this study seeks to throw light on such aspect.
This study seeks to highlight the various problems in this area such as:
a) The various stage in conveyancing transactions b) The need for pre contract enquiries
c) The various means and places where titles to land could be investigated.
d) The procedure for and effect of exchange of contract.
e) The procedure for completion of sale of land and perfecting title to land
f) Remedies and effects for breach of contract for sale of land.
1.3 AIMS AND OBJECTIVES OF THIS STUDY
The objective of this study is to beam the search light of practitioners view to the existing laws, with a view to ensuring faster and better method for contract of the sale of land in Nigeria. This study is also aimed at ensuring that the purchaser should make adequate enquiry on the land purported to be bought either by the vendor or through a lawyer.
1.4 SCOPE AND LIMITATION OF STUDY
This study as already stated deals with the contract for sale of land in Nigeria. This will also cascade down to the applicable laws in this area of law necessary in the transfer of interest in land. This study will also examine the nature of the contract for sale of land as to the fact that land is a vital issue in Nigeria. In order to make this research more elaborate, all the aspect of contract for sale of land cannot be discussed fully. Therefore, this study will be limited in order to give or provide a conclusive understanding of this topic. This project will also throw light on the effects of exchange of contract.
1.5 RESEARCH METHODOLOGY
The method used in the collection of data in this research is based on doctrinal research which is a wide range consultation of books written by eminent scholars in the field of conveyancing law and practice, contract for sale of land statutory laws, case laws and also practitioners in the field who equally provided additional insight on the topic. It is hoped that all these will give added justification on this exercise.
1.6 LITERATURE REVIEW
The topic contract generally has generated a lot of literature. However contract for sale of land has not enjoyed attention from scholars in Nigeria. The few literature that are available to the research are viewed below
While under going this study I can make a selection of different books so that I can do a proper research of the contract for sale of land but these books have some little short comings in elaborating the study.
The book property law practice in Nigeria by Y.Y.D Dadem. In that book the author elaborated very well on the laws and legal restriction on sale of land, and also gave full details on the stages of contract of sale of land, types of contract in which sited the case of Adedeji v. Oloso9 which gave full explanation in proofing customary
sale of land. Also the author gave the full facts and holding of the case of Etajata v. Ologbo10 in that case customary law exception to the requirement of writing was affirmed.
However the author did not state the remedies that a party can get when there is a breach of contract for sale of land.
The book Barnsley conveyancing law and practice by D.G Barnsley was very elaborate in everything that has to do with the contract for sale of land from contract stage to post completion and remedies in case of brech of the contract for sale of land but there was a small lapse in the book which the old cases used by the author also the author used foreign cases instead of our own indigenous Nigerian cases.
Finally the book understanding legal drafting and conveyancing by S.O Imhanobe the author elaborated on the contract of sale of land he also explained the special causes to be inserted in a formal contract but the author did not make provision for the breach of contract and their remedies.
1.7 ORGANIZATIONAL LAYOUT
There are five chapters in this project:
Chapter one deals with the general introduction, problems of study, Aims and Objectives of the study, scope and limitations of the study and the Research Methodology.
Chapter two provides a detailed discussion on the nature and scope of contract for sale of land, that is the contract stage, exchange of contract and obligation of the parties under the contract.
Chapter three considers the completion and post completion matters which is where the parties to the transaction conclude all processes that vest the legal title on the purchaser.
Chapter four on the other hand deals with remedies under uncompleted, completed breach of contract and also the effect.
Chapter five ends the research work through an apt conclusion based on the research of this study and an objective recommendation.
