9.1.1 The Vendor’s Obligation to Deduce Title

Vendor delivers an abstract of title — chronological summary of all documents and events making up the chain of ownership. Conveyancing convention requires a chain of title stretching back 15 to 30 years (Lagos minimum: 15 years). For Land Use Act properties, chain typically runs back to the Certificate of Occupancy.

9.1.2 Root of Title

A good root of title must:
– Deal with the legal estate (not merely equitable)
– Adequately describe the property without ambiguity
– Contain nothing casting doubt on title
– Be at least as old as the minimum period required

Qualifying documents: Certificate of Occupancy, registered deed of assignment with Governor’s Consent, court judgment declaring ownership.

Idundun v. Okumagba (1976) 9-10 SC 227 — Five ways of proving title to land:
1. Traditional evidence — family/community ownership from time immemorial
2. Production of documents of title (C of O, registered conveyance, deed of assignment)
3. Acts of ownership over sufficient length of time (planting crops, building, collecting rents)
4. Acts of long possession and enjoyment
5. Proof of possession of connected/adjacent land

9.1.3 Documents of Title

• Certificate of Occupancy (C of O)
• Deeds of assignment with Governor’s Consent endorsed
• Registered survey plans
• Governor’s Consent endorsements (Section 22 LUA)
• Receipts and correspondence
• Court orders and grants of probate
• Building plan approvals and development permits

9.2.1 Searches

Land Registry Search — verifies registration of instruments, reveals encumbrances (mortgages, liens, caveats).

Survey Plan Verification — Surveyor-General’s office confirms genuineness and coordinates.

Companies Registry (CAC) Search — for corporate vendors; confirms valid incorporation, authority, charges.

Probate Registry Search — for estate sales; confirms grant of probate or letters of administration.

Court Registry Search — reveals pending litigation (lis pendens). Buying property subject to ongoing case is one of the riskiest things a purchaser can do.

Physical Inspection — reveals occupation, unauthorised structures, zoning conflicts, encroachments, boundary disputes.

Enquiries of Neighbours and Community Members — particularly for customary tenure areas.

9.2.2 Requisitions on Title

Written questions raised by purchaser’s/lender’s solicitor to vendor’s solicitor. Time limit: typically 14-21 days from delivery of the abstract. Unsatisfactory answers → purchaser may rescind and recover deposit.

9.2.3 The Lender’s Enhanced Due Diligence

Beyond standard searches:
– Independent valuation by approved-panel estate surveyor/valuer
– Environmental assessment (flood risk in Lekki-Ajah axis, etc.)
– Verification of planning permissions and building approvals
– Confirmation of absence of adverse possession or squatters
– Title insurance (gaining ground in Nigeria, particularly for DFI/international transactions)

For a ₦100M mortgage, due diligence costs ~₦2M+ — small insurance premium against catastrophic loss.

9.3.1 The Completion Process

Vendor’s Obligations at Completion:
– Execute and deliver the deed of assignment
– Hand over ALL documents of title in possession
– Give vacant possession (unless contract provides otherwise)
– Provide keys

Purchaser’s Obligations at Completion:
– Pay balance of purchase price (banker’s draft or electronic transfer; cash discouraged under AML)
– Accept deed and title documents

9.3.2 Legal Effects of Completion

• Transfer of the legal estate (subject to registration for third-party effect)
• Merger of the contract into the deed — terms absorbed into deed; cannot sue on contract afterward
• Passing of risk — purchaser bears risk from date of completion
• Obligation to register within 30 days — under Land Registration Act and Registration of Titles Act

9.3.3 Remedies for Failure to Complete

• Specific performance — court order compelling defaulting party (primary remedy because land is unique)
• Damages — wasted fees, alternative accommodation, lost resale profit
• Rescission — treats contract as at an end
• Forfeiture of deposit — 10% standard; ₦15M on ₦150M property
• Vendor’s lien — equitable charge for unpaid purchase price

9.4.1 Stamping and Registration

Stamping — at FIRS within 30 days of execution under Stamp Duties Act (Cap S8, LFN 2004). Unstamped deed inadmissible in evidence. Late penalty: ₦20/day to ₦10,000 max + administrative penalties.

Registration — at Land Registry (Lagos State Land Registry / Land Titles Registry). Public notice and protection against competing claims.

Capital Gains Tax — vendor liable at 10% of net gain under CGT Act (Cap C1, LFN 2004). On a ₦100M sale of property acquired for ₦30M, taxable gain is ₦70M; tax is ₦7M.

9.4.2 Post-Completion Obligations for Mortgage Transactions

• Registration of the mortgage instrument at the land registry
• Filing of charge with CAC — Section 197 CAMA 2020 requires registration within 90 days; failure renders charge void against liquidator/creditor
• Notification to Governor’s office (mortgage is alienation under LUA)
• Custody of title documents — lender holds originals until repayment

Sale of land moves through four stages: vendor deduces title via abstract (15-30 year chain back to root); purchaser/lender investigates (searches at Land Registry, Surveyor-General, CAC, Probate, Court, physical inspection); completion exchanges deed for money (transfers legal estate, merges contract, passes risk, triggers 30-day registration); post-completion requires stamping at FIRS within 30 days, registration at Land Registry, CGT payment, and for mortgages additionally registration of the mortgage instrument and CAC charge filing within 90 days.

1. What are the characteristics of a good root of title?
2. Describe the searches a mortgage lender’s solicitor should conduct.
3. What are requisitions on title, when should they be raised, and what remedies for unsatisfactory answers?
4. Explain the legal effects of completion (merger and 30-day registration).
5. Discuss Idundun v. Okumagba (1976) and apply the five methods of proving title.