Buying land or a house in Nigeria involves more than paying the agreed purchase price and taking possession of the property. The transaction must be properly documented to establish the transfer of the seller’s interest to the buyer and to protect the buyer’s interest in the property. One of the most important documents used for this purpose is a Deed of Assignment. A Deed of Assignment is the legal instrument through which a person who holds an interest in land transfers that interest to another person. It is commonly used in the sale of land, houses and other interests in real property. However, signing a Deed of Assignment does not mean that a buyer can ignore title verification, Governor’s Consent, stamping or registration. The document forms part of a broader property transaction and must be properly prepared and perfected. This article explains what a Deed of Assignment is, what it should contain, when it is required, and the important steps a buyer should take before and after signing one. What Is a Deed of Assignment? A Deed of Assignment is a formal legal document by which the holder of an interest in land or property transfers that interest to another person. The person transferring the interest is called the Assignor, while the person receiving the interest is called the Assignee. For example, where Mr A owns a property and sells it to Mr B, the Deed of Assignment records the transfer of Mr A’s interest in the property to Mr B. The deed normally identifies the property, the interest being transferred, the consideration paid or agreed to be paid, the parties to the transaction and the terms governing the transfer. The document therefore provides formal evidence of the transaction and the interest which the buyer has acquired. When Is a Deed of Assignment Required in Nigeria? A Deed of Assignment is generally used where an existing interest in land is being transferred from one person to another. Common situations include: Sale of a completed house; Sale of a parcel of land; Transfer of an existing right of occupancy; Transfer of an interest acquired under a previous Deed of Assignment; Transfer of property from one entity or person to another; Certain commercial property transactions. The appropriate document depends on the nature of the transaction and the interest being transferred. A lease, sublease, deed of assent, deed of gift, mortgage or other instrument may be appropriate in different circumstances. A lawyer should therefore determine the correct instrument from the title and nature of the transaction rather than simply using a standard document. What Does a Deed of Assignment Transfer? A Deed of Assignment does not create ownership out of nothing. The Assignor must have an interest capable of being transferred. The deed transfers the Assignor’s existing interest, subject to the terms of the transaction and applicable law. For example, if the Assignor holds a statutory right of occupancy with a particular unexpired term, what is being transferred is the Assignor’s interest in that right of occupancy. This is why title verification must come before execution of the Deed of Assignment. A beautifully drafted deed cannot cure a defective root of title. What Should a Deed of Assignment Contain? A properly prepared Deed of Assignment should accurately reflect the transaction and the property being transferred. Although the precise contents will depend on the circumstances, important provisions commonly include the following. 1. Date of the Deed The deed should state the date on which it is executed. The date is important for identifying when the instrument was made and for determining the applicable legal and procedural requirements. 2. Details of the Assignor and Assignee The full names and relevant addresses or descriptions of the parties should be clearly stated. Where a company is involved, its proper corporate name and relevant particulars should be used. The person executing the deed on behalf of a company must also have proper authority to do so. 3. Recitals The recitals explain the background to the transaction. They may identify: How the Assignor acquired the property; The title document under which the Assignor holds the property; The location and description of the property; The agreement between the parties; The consideration for the transaction. The recitals are particularly useful because they provide the background against which the operative provisions of the deed are understood. 4. Description of the Property The property must be sufficiently identified. Depending on the transaction, this can include: The location; Plot number; Block number; Survey plan details; Land size; Beacon numbers; Description of buildings or improvements; Title registration details. A vague or inaccurate description can create serious problems when the document is submitted for registration or when the parties later dispute the property transferred. 5. Consideration The consideration paid or agreed to be paid should be properly stated. Where the transaction is a sale, the consideration will ordinarily be the purchase price. The deed should also reflect the actual commercial arrangement between the parties rather than an artificial figure inserted merely to reduce fees or taxes. 6. Operative Clause The operative part of the deed is the provision by which the Assignor formally assigns the relevant interest to the Assignee. It should clearly identify the interest being transferred and the property to which that interest relates. 7. Covenants and Representations The deed may contain promises made by the Assignor concerning the property and the title. Depending on the transaction, these can address matters such as: The Assignor’s authority to transfer the property; Absence of undisclosed encumbrances; Quiet enjoyment; Further assurance; Indemnity against specified title defects; Delivery of title documents. The precise covenants should be drafted according to the risks identified during due diligence. 8. Execution and Attestation The parties must execute the deed in accordance with applicable legal requirements. The execution clause should also provide for proper witnessing and attestation. Where a company is involved, the execution requirements applicable to companies should be observed. What Should a Buyer Check Before Signing a Deed of Assignment?