What fixtures and fittings means
A fixture is something attached to land or a building in such a way that it becomes part of it. A fitting, sometimes called a chattel, remains moveable property.
The distinction matters because fixtures pass with the property. A buyer of a building buys its fixtures. A seller who removes them is taking something they sold.
Courts apply two connected tests.
The degree of annexation. How firmly is the item attached, and would removing it damage the property. Something resting on the floor by its own weight is likely a chattel; something bolted, wired or plumbed in is more likely a fixture.
The purpose of annexation. Was it attached to improve the property permanently, or merely to enable the item to be used or displayed. This is the more important test. A large mirror screwed to a wall to hang it is a chattel; panelling installed as part of the room is a fixture.
Air conditioning units, built in wardrobes, kitchen units, water heaters, generators on concrete bases, ceiling fans and light fittings are the items that produce arguments.
How it is used
The dispute arises at two moments: the sale of a property and the end of a lease.
On a sale, the buyer expects the property as they saw it. The seller removes the air conditioners, the generator, the kitchen units and the light fittings, and the buyer arrives at an empty shell.
On a lease ending, the tenant wants to take what they installed, and the landlord says it has become part of the building.
The answer to both is a schedule.
On a sale, a schedule of fixtures and fittings attached to the contract, listing what is included and what the seller will remove, ends the argument before it begins. Photographs of the property at the point of the agreement support it.
On a lease, the same document at the start. A schedule of condition recording what was there when the tenant took occupation, and an express provision on what the tenant may install and may remove at the end, together with any reinstatement obligation.
Without those documents the parties argue about degree and purpose of annexation, which is expensive relative to the value of a water heater.
Key features
- Fixtures become part of the property and pass with it
- Fittings remain moveable property and do not
- Degree of annexation and purpose of annexation are the tests
- Purpose is generally the more important of the two
- Tenants may remove trade fixtures during the term, subject to the lease
- A written schedule prevents almost every dispute
How this works in Nigeria
The Nigerian version of this dispute has a distinctive character because of what buildings contain.
Generators, inverters, solar installations, water tanks, boreholes and pumps are significant items, often installed by an occupier at their own cost, and frequently the most valuable things in the building after the structure.
Whether a generator on a concrete base, wired into the building and housed in a purpose built enclosure, is a fixture is a genuine question, and it is one that arises constantly on sales and at the end of commercial leases.
Air conditioning is the second. Split units screwed to walls with pipework through the structure are frequently argued over, and the answer depends on the facts of the installation.
The third is fit out. A commercial tenant that installed partitions, cabling, ceilings and fittings faces two related questions at the end of the term: what may be removed as trade fixtures, and what must be removed under a reinstatement obligation. Those pull in opposite directions and both should be addressed in the lease.
The practical answer in every case is the same and it is cheap. On a sale, attach a schedule listing what is included and what is not, and photograph the property. On a lease, prepare a schedule of condition with photographs at the start, and state in the lease what the tenant may install, what they may remove, and what they must reinstate.
Those documents cost an afternoon and they remove a category of dispute entirely.
Fixtures vs fittings vs tenant trade fixtures
Three categories that decide who owns what at the end of an arrangement.
Fixtures are attached so as to become part of the property. They pass to a buyer on a sale and belong to the landlord at the end of a lease unless the lease provides otherwise.
Fittings, or chattels, remain moveable property. They belong to whoever owns them, they do not pass with the property, and a seller is entitled to take them unless the contract says otherwise.
Trade fixtures are a category between the two. Items a tenant attaches for the purposes of their trade may be removable by the tenant during the term, subject to the lease and to making good any damage. The right is limited and it is frequently varied by the lease.
A seller and a buyer should agree a schedule. A landlord and a tenant should agree what may be installed, removed and reinstated. Both take one document.
Limits and risks
The tests are fact specific, so the same item can be a fixture in one installation and a chattel in another, which makes outcomes unpredictable.
Trade fixture rights are also commonly varied by the lease, so the general position may not apply.
The value in dispute is usually modest relative to the cost of arguing about it, which means the party in possession of the item often prevails in practice.
And reinstatement obligations can cut against a tenant twice: they may be unable to remove what they installed and required to remove it at their own cost, depending on how the lease is drafted.
Worth knowing
Attach a schedule of fixtures and fittings to every Nigerian property sale contract and photograph the property on the day. Buyers arrive to find the generator, the air conditioners and the kitchen units gone, and without a schedule the argument is about degree and purpose of annexation.
Questions people ask
What is the difference between a fixture and a fitting?
A fixture is attached to the property so as to become part of it and passes with it. A fitting is moveable property that does not pass with the property unless the contract says so.
How do courts decide which is which?
By the degree of annexation, meaning how firmly it is attached and whether removal would damage the property, and the purpose of annexation, meaning whether it was attached to improve the property or merely to use the item. Purpose is generally more important.
Can a seller remove the air conditioners?
It depends on the installation and on what the contract says. The way to avoid the argument is a schedule attached to the contract listing what is included and what the seller will take.
What are trade fixtures?
Items a tenant attaches for the purposes of their trade, which may be removable during the term subject to the lease and to making good any damage. The right is limited and leases frequently vary it.
Is a generator a fixture?
It depends on how it is installed. A generator on a concrete base, wired in and housed in a purpose built enclosure, is arguably a fixture, and it is one of the most commonly disputed items in Nigerian property.
How do I avoid the dispute?
A schedule. On a sale, list what is included and what is not and photograph the property. On a lease, prepare a schedule of condition at the start and state what the tenant may install, remove and must reinstate.