DEED OF ASSIGNMENT: Deed of Assignment V Deed of Conveyance

A deed of assignment serves as a formal legal instrument in Nigeria for transferring property rights from one party to another, particularly in real estate dealings. It plays a pivotal role in ensuring clear ownership transitions under the country’s land laws.

Defining the Deed of Assignment

A deed of assignment acts as a binding contract where the assignor—typically the seller or current holder—hands over their interest in land or real estate to the assignee, the buyer. This document captures essential details like the property’s precise location, dimensions, boundaries, and survey plan, alongside the purchase price and transaction terms. Rooted in common law principles and reinforced by the Land Use Act of 1978, it formalizes the shift of rights, making it indispensable for leasehold properties common in urban centers like Lagos and Abuja.​

The instrument must adhere to strict formalities to hold validity: execution under seal, signatures from both parties and witnesses, and subsequent stamping by the Federal Inland Revenue Service (FIRS) before registration at the relevant state lands registry. Without Governor’s Consent—required for most transfers involving statutory titles—the deed risks nullity, as mandated by Section 22 of the Land Use Act. Parties often include covenants, such as warranties against encumbrances, to protect the assignee from future disputes.​

Historically, this tool gained prominence post-1978, aligning with Nigeria’s shift toward state-controlled land tenure via Certificates of Occupancy (C of O). For instance, when acquiring subdivided plots from a larger C of O holder, buyers rely on it to carve out their portion legally. Its enforceability stems from the Property and Conveyancing Law in Western states, ensuring disputes can be resolved in courts like the High Court of Lagos State.​

Core Elements of a Deed of Assignment

Crafting this document demands precision, starting with party identification: full names, addresses, and capacities of assignor and assignee. A detailed property recital follows, referencing prior titles like the root C of O or sublease, often with a surveyor’s diagram attached. The operative clause explicitly assigns “all rights, title, and interest” for the unexpired lease term, usually 99 years minus elapsed time.​

Consideration— the payment evidence—must specify the sum, receipt acknowledgment, and any VAT implications under current tax regimes. Covenants vary: the assignor promises quiet enjoyment, freedom from liens, and further assurances if needed. Execution panels feature dated signatures, witness attestations (non-parties), and a gubernatorial endorsement space. Post-execution, survey plans get Lands Registry approval, followed by FIRS assessment (typically 1.5-3% stamp duty) and filing.​

In practice, Nigerian lawyers draft these using precedents from the Lands Registry, customizing for developments like gated estates in Lekki or Victoria Island. Digital innovations, such as e-stamping pilots in Lagos, streamline processes amid rising transaction volumes.​

Understanding the Deed of Conveyance

A deed of conveyance represents an older mechanism for outright property transfer, granting perpetual or fee simple interests where applicable. Prevalent before the Land Use Act revolutionized tenure into right-of-occupancy models, it conveys full dominion, often for freehold lands in rural or customary settings. In modern Nigeria, its use persists for vested interests or non-statutory titles, detailing similar elements: property specs, value exchanged, and grantor assurances.​

Structurally akin to its assignment counterpart, it includes recitals tracing title history, a habendum clause defining estate granted (“to hold in fee simple”), and covenants for title indemnity. Signatures, witnesses, and registration apply, though Governor’s Consent applies selectively for alienations exceeding three years. Courts uphold it under statutes like the Conveyancing Act 1881 (via received English law) in states without local overrides.​

Contemporary applications appear in Eastern regions with communal lands or Federal Capital Territory allotments, where it substantiates sales of excised portions. Unlike assignments tied to fixed terms, conveyances aim for enduring ownership, subject to overriding state powers.​

Key Similarities Between the Two Instruments

Both deeds function as specialized contracts effecting land interest shifts, demanding written form, execution rituals, and public recordation to bind third parties. They incorporate parallel components: party descriptions, asset particulars (location, acreage, beacons), monetary considerations, mutual promises (e.g., defect-free title), and authentication via seals or equivalents. Legally, each triggers stamp duties, consent protocols, and registry notations, fostering transparency in Nigeria’s opaque property market.​

Procedurally aligned, preparation involves solicitors, valuation reports, and searches at lands bureaus to verify encumbrance absence. Judicially, they enjoy equal presumption of validity post-registration under the Land Instruments Registration Laws, aiding litigation like specific performance suits. In customary law contexts, both may integrate with family heads’ endorsements for validity.​

Economically, they underpin real estate’s N10 trillion annual sector, enabling mortgages via bankable security. Tax-wise, Capital Gains Tax (10%) and consent fees (up to 8% in Lagos) apply uniformly, per FIRS guidelines.​

Fundamental Differences Explored

Primarily, scope diverges: assignments relay existing leasehold rights for the residue term (e.g., 80 years left on a 99-year grant), suiting statutory allocations under C of O, while conveyances purport absolute, perpetual transfer, fitting pre-Act freeholds or life estates. The former dominates urban sales—Lagos records over 70% assignments—reflecting leasehold prevalence; the latter suits rural or vested lands in places like Ogun or Enugu.​

Terminology reflects intent: “assign” implies partial devolution of lease benefits/burdens, per Assignment Clauses in leases; “convey” signals holistic passing via livery of seisin traditions. Pre-1978, conveyances ruled; post-Act, assignments proliferated as states deem all lands vested. Registration nuances differ: assignments invariably need consent; conveyances may bypass for short terms but rarely do.​

Risk profiles vary—assignment buyers inherit lease covenants (rent reviews), risking forfeiture; conveyance assignees claim superior indefeasibility if registered first. Costs tilt: assignments incur higher consent premiums in commercial hubs.​

Practical Implications in Nigerian Transactions

Buyers prioritize root title verification—demanding original C of O or conveyance—before assignment execution, averting “Omonile” disputes in Yoruba lands. Post-deal, perfection spans 3-6 months: consent application, surveys, publications in gazettes. Failures expose to caveats or forfeiture, as in High Court precedents like Savannah Bank v. Ajilo.​

Developers bundle assignments in estate schemes, with omnibus consents accelerating bulk sales. Foreign investors navigate extra layers via Nigerians’ proxies or company incorporations under CAMA 2020. Amid reforms like Lagos’ E-Consent portal, digitization cuts delays from years to weeks.​

Legal Framework and Case Law Insights

The Land Use Act anchors both, vesting radical title in governors while permitting assignments via Section 21/22. Registration Laws (e.g., Lagos 1924 Ordinance) confer notice; unregistered deeds yield to bona fide purchasers. Supreme Court rulings like Nkwocha v. Governor of Anambra affirm consent’s essence, voiding non-compliant transfers.​

Equity tempers: undue delay in perfection may estop claims, per Ojugbele v. Olasoji. Customary overlays in Igbo or Hausa areas necessitate inquiry deeds alongside statutory ones.​

Challenges and Reform Horizons

Fraud plagues: fake surveys, consent forgery prompt biometric registries in pilot states. High fees—N50,000-N500,000—deter smallholders, fueling informal deals. Blockchain pilots promise immutable chains, per NITDA visions.

National Land Policy drafts seek streamlined consents, unified registries. For assignees, title insurance emerges, mitigating indemnity gaps