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Understand the Sale and Purchase Agreement

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When it comes to buying real estate in Nigeria, making sure you fully grasp the property sales contract is essential.

Indeed, not fully understanding the document you will sign can lead to financial losses, including the forfeiture of deposits, payment of penalties, unexpected costs, legal expenses, and potential poor investment decisions.

We've heard countless stories of people making costly mistakes when signing their property agreement in Nigeria. We want to help you avoid the same experience.

We'll give here a very brief overview regarding the property sales contract in Nigeria ; if you want a full checklist, please check our property pack for Nigeria.

What is the Sale and Purchase Agreement in Nigeria?

In Nigeria, a property purchase agreement, commonly known as a "Sale and Purchase Agreement" (SPA), is a crucial document in real estate transactions.

It's a formal contract that outlines the terms and conditions agreed upon by both the buyer and seller for the sale of a property. This agreement is definitely legally binding, serving as a commitment from both parties to proceed with the transaction under the specified terms.

The SPA typically includes details like the description of the property, the agreed sale price, payment terms, and any other conditions or obligations that both parties must fulfill.

It's essential for protecting the interests of both the buyer and the seller.

For instance, it often stipulates the obligations of the seller, such as ensuring the property is free from encumbrances or liens, and the responsibilities of the buyer, mainly regarding payment.

For international buyers or non-residents interested in purchasing property in Nigeria, there aren't specific regulations within the SPA.

However, they must comply with Nigerian property laws and foreign investment regulations. It's advisable for international buyers to seek legal counsel to navigate these laws effectively.

Regarding the process, the SPA is usually signed after both parties have agreed on the sale terms but before the actual transfer of the property. It's a step that solidifies the agreement before the final legal formalities.

A deposit is generally involved, often a percentage of the purchase price, to secure the deal and show the buyer's commitment. The exact amount can vary but is usually subject to negotiation between the buyer and seller.

Comparatively, property purchase agreements in Nigeria work similarly to those in many other countries, with the key components being the agreement on price, property description, and obligations of each party.

However, the specifics, like the legal requirements, registration processes, and property rights, can differ based on local laws and regulations.

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What should be included in the property purchase agreement in Nigeria?

Understanding the requirements for a property purchase agreement in Nigeria involves knowing what it should contain and the relevant legal framework.

The primary law governing property transactions in Nigeria is the Land Use Act of 1978.

This Act, along with local property laws, dictates the essentials of property transactions, including the sale and purchase agreements.

A typical property purchase agreement in Nigeria should include several key elements:

Key Element Description

Identification of Parties

The full names and details of both the buyer and seller.

Description of the Property

A clear and detailed description of the property, including its location, size, and any relevant details about its condition or features.

Purchase Price and Payment Terms

The agreed-upon price for the property and the terms of payment, such as the amount of deposit, installment plans if any, and the due date for the full payment.

Conditions or Warranties

Details of any conditions or warranties, such as the seller confirming the property is free from encumbrances or liens.

Completion Date

The agreed-upon date when the ownership of the property will be transferred to the buyer.

Mandatory clauses in such agreements typically include the commitment to transfer a clear title to the buyer, the obligation of the seller to handle existing claims or disputes before the transaction, and compliance with local laws and regulations.

Some additional clauses might cover aspects such as:

- If the buyer delays payments, there might be penalties or interest charges.

- Provisions for adjusting the final price based on property assessments or other last-minute considerations.

- Allowing the buyer to inspect the property before finalizing the purchase.

Conditions or contingencies can be included, like the sale being subject to the buyer obtaining a mortgage, or the need for certain repairs to be completed before the sale.

In terms of authentication, while notarization is not always a legal requirement in Nigeria for property purchase agreements, it's generally recommended for the added legal security and validation it provides.

This is especially important in high-value transactions or when dealing with complex property rights.

Real estate agents in Nigeria play a facilitative role in property transactions. They might help in drafting or reviewing the purchase agreement, but they don't have a direct legal implication in the content of the agreement.

Their primary role is to bring the buyer and seller together, negotiate terms, and ensure that both parties understand their obligations.

What's the signing process like?

In Nigeria, the signing process of a property purchase agreement is a critical stage in real estate transactions.

Here’s how it typically works.

The property purchase agreement is a bilateral contract, meaning it requires the signatures of both the buyer and the seller.

In cases where "the buyer" or "the seller" consists of multiple people, such as a married couple or a group of investors, each individual must sign the agreement to ensure that all parties are legally bound to the terms.

Both parties need to provide certain documents and information before signing the agreement.

For the seller, this includes proof of ownership, such as a title deed, and any other relevant property documents. The buyer, on the other hand, should have proof of financing or funds for the purchase.

Both parties also need to provide valid identification, like a national ID, passport, or driver’s license.

The signing process usually follows these steps:

Signing Process Description

Drafting the Agreement

The agreement is drafted, often with the help of legal counsel or a real estate agent, and reviewed by both parties. This can take a few days to a few weeks, depending on the complexity of the transaction.

Review and Negotiation

Both parties review the draft and negotiate any terms if necessary. This period’s length varies based on how quickly both parties agree on the terms.

Finalization of the Draft

Once the terms are agreed upon, the final draft is prepared for signing. This might take a few days.

Signing the Agreement

The actual signing of the agreement can be a brief process, usually completed in a day. Both parties either meet in person to sign the document or, in some cases, the signing can be done remotely through digital means, like electronic signatures, if the law permits.

Deadline for Signing

There is typically no strict legal deadline for signing a property purchase agreement in Nigeria. However, parties often set a mutually agreed deadline within the agreement itself.

After signing, the agreement is valid for the period stated within it. The typical duration depends on the specific terms agreed upon by the parties, such as the time frame for completing payment.

For registration, the signed agreement needs to be registered with the relevant local land registry. This process involves submitting the signed agreement along with any required fees and additional documentation, like proof of stamp duty payment.

Registration helps in legalizing the document and is crucial for the transfer of property ownership.

Once the agreement is signed, any amendments require the consent of both parties. Amending a signed contract is not common and can be a complex process, often necessitating legal advice.

The timeframe for completing all necessary paperwork and approvals after signing varies.

It can take anywhere from a few weeks to several months, depending on factors like the efficiency of local land registries, the complexity of the property’s legal status, and the promptness of parties in fulfilling their obligations.

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How is the payment handled when signing a property purchase contract in Nigeria?

In Nigeria, understanding the financial aspects of a property purchase agreement is key to navigating the real estate transaction process smoothly.

Here's what you need to know.

When you sign the sales agreement for a property in Nigeria, you're typically required to pay a deposit. This deposit acts as a commitment to the purchase and secures the property.

The typical down payment for a property sale in Nigeria varies, but it's commonly around 10% to 30% of the property's total purchase price. This percentage can be negotiable and may vary based on the seller's requirements and the property's value.

There are usually some upfront fees associated with signing the sales agreement. These can include legal fees for drafting the agreement, and possibly a brokerage fee if you're using a real estate agent.

Additionally, there might be administrative costs or charges for processing the transaction.

The payment is generally made to an escrow account rather than directly to the seller. This escrow arrangement ensures that the funds are securely held and only released upon fulfillment of certain conditions in the sales agreement.

The due date for the payment is typically outlined in the sales agreement. It's not always immediate upon signing; rather, it could be set for a specific date shortly after the signing or contingent upon certain conditions being met, like a successful property inspection.

In Nigeria, there are tax implications associated with property transactions. You may need to pay a property transfer tax, which is a percentage of the property's value. The exact rate can vary depending on the location of the property.

Both the buyer and the seller may have tax liabilities related to the transaction.

The down payment amount can sometimes be negotiated with the seller. This depends on the seller's flexibility and the market conditions. If the property market is competitive, the seller may have less incentive to negotiate.

If the sale falls through, the down payment's refundability often depends on the terms outlined in the sales agreement.

Typically, if the sale doesn't go through due to a failed inspection or an unmet financing contingency, the down payment may be refundable.

However, this should be explicitly stated in the agreement.

Using a mortgage loan for the down payment is possible, but it depends on the terms of your mortgage and your financial arrangements. Some buyers use personal funds for the down payment to expedite the process.

Attorneys and real estate agents play crucial roles in handling the payment process. They ensure that all financial transactions comply with legal requirements and are conducted securely.

They also assist in drafting and reviewing the sales agreement to ensure your financial interests are protected.

You can and should request a receipt or confirmation of payment when making the down payment. This serves as proof of your fulfillment of the contractual obligations and is essential for keeping records of the transaction.

What are the potentials risks and pitfalls?

You might be interested in reading our article about the common risks and pitfalls surrounding a property transaction in Nigeria.

Understanding the risks and pitfalls associated with property purchase agreements in Nigeria is crucial for both buyers and sellers.

In Nigeria, either the buyer or the seller can withdraw from a property purchase agreement under certain circumstances. The terms of withdrawal are usually specified in the agreement itself.

Nigeria's property transaction laws do not typically include a statutory cooling-off period like in some other countries.

Any cooling-off period would be a part of the agreement terms, and if it exists, its duration, including whether weekends or public holidays are counted, should be clearly stated in the agreement.

A valid motive for withdrawal often depends on the terms of the agreement.

For instance, a buyer may back out if they are unable to secure financing, especially if the agreement includes a financing contingency clause.

Similarly, if one party fails to fulfill their obligations as outlined in the agreement, the other party may have the right to withdraw.

If a party withdraws from the agreement without a justified reason as per the terms of the contract, they may face penalties. These penalties are usually outlined in the agreement and can include forfeiture of the deposit or payment of damages. The specifics depend on what was agreed upon when the contract was signed.

In other countries, real estate transaction processes can vary significantly.

For example, in the United States, real estate transactions often include a mandatory disclosure of property defects and a standard cooling-off period, which is not a common practice in Nigeria.

Additionally, the use of escrow accounts and the role of real estate agents can differ.

Buyers and sellers in Nigeria should be aware of risks like:

- Inadequate property inspection leading to undiscovered defects.

- Title disputes or unclear property ownership history.

- Delays in the property registration process.

- Possible fluctuations in property values due to economic instability.

Disputes during the agreement phase in Nigeria are typically resolved through negotiation between the parties, often with the assistance of their legal representatives. If an amicable resolution isn’t achieved, the dispute might need to be settled in court.

Discovering property defects after signing the agreement can be challenging. Nigerian law does not always obligate sellers to disclose property defects.

Therefore, it’s crucial for buyers to conduct thorough property inspections before signing.

If defects are discovered after signing, the buyer might have limited recourse, especially if the agreement doesn’t specify any warranties or guarantees regarding the property's condition.

This article is for informational purposes only and should not be considered financial advice. Readers are advised to consult with a qualified professional before making any investment decisions. We do not assume any liability for actions taken based on the information provided.