In 2024, a buyer paid the sum of N100,000,000 (One Hundred Million Naira) to a developer to purchase a parcel of land in Lagos. Upon receipt of full payment, the developer neither executed a Deed of Assignment nor delivered possession of the land. For the entirety of the period that followed, the only document the developer provided in exchange for the sum paid was a purported allocation unsupported by any formal documentation. When the buyer threatened to escalate the matter to a famous public accountability personality (VDM), the developer responded with an undertaking that complete documentation would be issued once the developer’s surveyor had demarcated the portion of land allocated to the buyer.
Upon becoming dissatisfied with the developer’s sustained inaction after more than two years, the buyer requested a soft copy of the prepared Deed of Assignment to enable his solicitor to review the document. The developer sent the following response:
‘Please note that we are unable to share the Deed of Assignment as a soft copy at this stage. This is because the document is a legally binding instrument that requires full execution, including original signatures and, where applicable, stamping and registration. Providing an unsigned or partially executed copy may not be valid for official use and could expose both parties to risk. Upon completion of the execution process, we will ensure that you receive the appropriate version of the document for your records.’
This communication, reproduced verbatim above, is the subject of a precise legal analysis in the sections that follow. It is, however, considerably more than a single message in a single transaction. It is a window into a structured and deliberate pattern of conduct that characterises the post-payment experience of a significant number of property buyers in Nigeria’s off-plan market. The analysis proceeds on two levels: first, an examination of the communication itself, including a dimension that deserves particular and separate attention; and second, a broader taxonomy of the seven common strategies by which developers in this market systematically obstruct buyers who have already paid in full.
The relationship between a property developer and a purchaser of off-plan real estate is governed by the general principles of Nigerian contract law, the provisions of the Land Use Act, Cap. L5, Laws of the Federation of Nigeria, 2004, and the equitable doctrines that the courts have long applied to property transactions. Within that relationship, the developer’s obligation of good faith performance is a legal duty, the breach of which carries consequences the law is prepared to enforce.
II. Decoding the Developer’s Communication: Four Legal Difficulties
A. The Mischaracterisation of the Request
The buyer did not ask for the Deed for official use. He asked for a copy so that he could review it, a step that every prudent property buyer ought to take before executing any instrument of conveyance. The developer’s response addressed a concern about official use that was never raised. That substitution is not an oversight. It replaces the buyer’s actual request with a different, more easily deflected request, and then declines that different request as though it were the one made.
B. The Stamping and Registration Non-Sequitur
Under Nigerian conveyancing practice, the obligation to stamp a Deed of Assignment rests with the purchaser and arises after execution and delivery. The obligation to register title at the Lagos State Lands Bureau falls similarly on the purchaser after the transaction is completed. These are buyer obligations that arise downstream of execution. To cite them as grounds for withholding the document pre-execution is to invert the logical sequence of a conveyancing transaction in a manner that would mislead any buyer who is not advised by independent legal counsel, which is precisely the buyer this message was addressed to.
C. The Admission Contained in the Communication
The phrase “Upon completion of the execution process” is an express admission that the Deed of Assignment had not been executed by the developer at the time the message was sent. Two years after the receipt of N100,000,000 (One Hundred Million Naira), the primary instrument of conveyance remained unsigned. That is not a procedural delay. It is a material breach of the developer’s contractual obligation to convey good title within a reasonable time, an obligation that equity has consistently enforced by way of specific performance.
D. The Significance of the Addressee: Legal Language Deployed Against a Layperson
There is a fourth dimension of this communication that merits separate and careful attention. The message was not sent to the buyer’s solicitor. It was sent to the buyer himself, a layperson who had asked a straightforward question about a document he was entitled to see.
Against that backdrop, examine the language the developer chose. References to “a legally binding instrument,” “full execution,” “original signatures,” “stamping and registration,” “official use,” and “the execution process” are nothing but legal jargons deployed with the intention of hiding in plain sight. The precision in a message addressed to someone who, in all probability, lacks the legal training to interrogate the accuracy of the legal propositions being made.
The effect of this language on the recipient is not difficult to predict. A buyer who receives a message framed in this manner is likely to conclude that the developer’s position has a legal foundation of some substance, that the matter involves technical processes beyond his immediate understanding, and that challenging it will require the engagement of a lawyer at cost and delay. Those conclusions are exactly what the developer intends. The deployment of legal vocabulary as an instrument of deterrence, in the assessment of this writer, among the least defensible aspects of the conduct under examination.
A solicitor who received the same message would have identified its weaknesses immediately: the mischaracterisation of the request, the irrelevance of the stamping and registration point, and the admission of non-execution are all immediately apparent to a trained reader. The message functions as a deterrent only against someone who cannot see through it. That the developer chose to send it to the buyer himself, rather than to a solicitor, is not coincidental.
III. The Architecture of Developer Obstruction: Seven Documented Tactics
The communication above is not the beginning of the developer’s conduct in a transaction of this kind. It is a late-stage move in a strategy that begins at the point of contracting. The seven tactics that follow are presented in the order in which they typically operate.
A. The Non-Negotiable Standard Form Template: Preserving Every Contractual Trap from the Outset
The upstream mechanism that makes every subsequent tactic possible is the contract itself, and specifically, the manner in which it is presented and the terms on which it is signed.
Major developers in Nigeria’s off-plan property market, including some of the most prominent and well-capitalised names in the Lagos market, present their sale agreements as non-negotiable standard form templates. The buyer is invited to review the contract and is sometimes encouraged, as a matter of form, to show it to a solicitor. But when the buyer’s solicitor returns with proposed amendments, the developer’s response is invariable: the contract is the company’s standard template, it has been used in hundreds of transactions, and it cannot be modified for individual buyers.
This position is maintained regardless of the nature or the reasonableness of the amendments proposed. A clause that defines delivery as “subject to regulatory approvals” without a backstop completion date will not be amended. A clause that imposes on the buyer liability for all charges “arising in connection with the transaction” without specifying what those charges are will not be made specific. A clause that describes the title document to be issued as “a document of title as determined by the developer” without naming a Deed of Assignment will not be sharpened. Every ambiguous provision that the solicitor correctly identifies as a contractual trap remains in the document intact. The solicitor’s review produces no amendments whatsoever. The developer has preserved, with precision, every instrument it intends to deploy against the buyer after payment is complete.
The pressure on the buyer to sign the unamended contract is considerable and is well understood by the developer. By the time the solicitor reports the problems, the buyer has typically has a choice to make, either to insist and risk loosing out on a dream purchase, or to go on with the transaction. Typically, many buyers choose the latter option. Major developers exploit this pressure with precision. Their brand reputation and portfolio of completed projects are offered, explicitly or by implication, as assurance that the one-sided terms of the contract will not ultimately be enforced against a buyer who fulfils all of his obligations. That assurance has no legal standing. It works because buyers want to believe it.
The circumstances narrated below are not isolated; rather, they reflect a recurrent pattern of developer conduct that has left a significant number of buyers without possession, without documentation, and without a clear path to either.
Complaint 1
“I took the developer’s contract to my solicitor before signing. She came back with fifteen amendments covering the completion date, the list of charges, and the title document to be issued. The developer refused every single one and said their contract is a standard template that cannot be changed. My solicitor told me the contract had serious problems. But I had paid a reservation fee and I did not want to lose it, so I signed anyway. Every problem she identified is now exactly what I am dealing with.”
Complaint 2
“These big developers know exactly what they are doing. They have an in-house legal team that drafted that contract very carefully. When your own lawyer tries to protect you by proposing amendments, they say they cannot change a word. But they will enforce every word of that contract against you. One standard for the developer and another for the buyer.”
Complaint 3
“The developer gave me three days to sign the contract or lose my slot at the promotional price. My solicitor said she needed more time to review it properly. The developer would not extend the deadline. I signed without my solicitor completing her review. I am now in a dispute about exactly the clauses she had flagged but had not finished reviewing when I signed.”
B. Contractual Ambiguity Engineered to Eliminate Completion Deadlines
Once the unamended contract is signed, its carefully preserved ambiguities become operational. Phrases such as “subject to regulatory approvals,” “upon completion of all applicable statutory processes,” and “delivery timelines to be communicated by the developer from time to time” convert what appears to be a completion obligation into an indefinite developer discretion. There is no breach because there is no deadline. When the buyer presses for clarity, the developer responds with the language of process and compliance rather than evasion. The appearance of orderly administration is maintained while no enforceable commitment is ever made.
Some examples are provided below:
Complaint 1
“I paid in full in 2022. The contract said completion was subject to regulatory approvals. Three years later they are still telling me approvals are pending. I have asked specifically which approvals are outstanding and from which agency. They have never answered that question directly. Every response refers to the process without ever stating what the process is or when it will end.”
C. Post-Payment Charges as Preconditions for Possession, Allocation, and Title
After full payment, the developer imposes charges presented as preconditions to allocation, possession, or issuance and execution of owneship documents. They appear under descriptions designed to project legitimacy: infrastructure development levy, allocation processing fee, legal documentation charge, estate management contribution, survey and beaconing fee, ministerial consent fee, and deed perfection charge. The feature common to all of them is that they were not disclosed at the point of sale and they are not in the contract. They were not in the contract because the solicitor’s amendment to define and cap all charges was refused at the signing stage.
In documented cases, the aggregate of these charges has exceeded the original purchase price. A buyer who paid Twenty Million Naira may find in 2024 that a further Twenty-Five Million is demanded before possession or documentation is concluded. The buyer must pay charges never agreed, or forfeit funds already committed. Neither option was disclosed at the point of sale. The contract, drafted by the developer’s legal team to protect the developer, contains no protection for the buyer because the solicitor’s proposed protection was not accepted.
Some examples are provided below:
Complaint 1
“My purchase price was N15 million. I completed all my instalments in 2023. They now say I have to pay N18 million in infrastructure levy, allocation fee, and documentation charges before they will give me my Deed or allow me onto the property. These charges are nowhere in my contract. When I asked them to show me where it says I must pay this, they said it is standard practice and that everybody pays it. Standard practice is not a contract. I tried to add language about charges when I was buying. They refused.”
Complaint 2
“They are telling me the purchase price I paid was a promotional price and that I need to pay a top-up to reflect the current market value before they will process my allocation. My receipt says PAID IN FULL. There was no escalation clause in my contract. There was nothing about price adjustments. My solicitor tried to add a clause confirming the price was fixed and the developer refused it.”
D. Deed of Assignment Represented at Sale, Deed of Sub-Lease Delivered Upon Completion
A practice that is legally material and systematically underappreciated by buyers is the substitution, at the documentation stage, of a Deed of Sub-Lease for the Deed of Assignment that was represented at the point of sale as the title instrument the buyer would receive. The distinction is consequential.
A Deed of Assignment vests in the buyer the unexpired term of the developer’s right of occupancy under the Land Use Act. The buyer steps into the developer’s position. A Deed of Sub-Lease creates a new derivative leasehold interest carved out of the developer’s existing right. The developer retains the head lease. If the developer’s head lease is forfeited, surrendered, or revoked, the sub-lease is extinguished with it. The sub-lessee’s interest is structurally dependent on the continuation of the developer’s own interest in the land. Nigerian lending institutions routinely require the head lease before advancing funds against a sub-leased property. A buyer who intended to mortgage the property discovers this constraint when the bank declines to lend and the developer treats the head lease production as the basis for an additional negotiation or charge.
The contract, which the developer’s solicitor drafted and the buyer’s solicitor was not permitted to amend, did not specify the title document by name. That omission was deliberate. It left the developer free to determine at the documentation stage what instrument to issue, which is precisely what the developer did.
Some examples are provided below:
Complaint 1
“The developer marketed this estate as a freehold community and told everyone at the launch that purchasers would receive Deeds of Assignment. I asked about this specifically before I paid because I intended to mortgage the property. My document arrived two and a half years after completing payment. It was a Deed of Sub-Lease for 99 years. My bank requires the head lease before processing a mortgage. The developer says the head lease is not available to individual plot holders. My solicitor tried to add a clause to the contract naming the Deed of Assignment as the title document. The developer refused it.”
Complaint 2
“I was told I would receive a Certificate of Occupancy in my name. I paid three years of instalments. When I asked for my C of O they said it is held by the estate company and the best they can do is a registered sub-lease. This was never disclosed to me. I should have walked away when they refused to put the C of O commitment into the contract.”
E. Withholding Executed Documents as an Instrument of Leverage
The developer’s communication reproduced at the opening of this article is a documented instance of this practice. It is instructive to understand what that message accomplished in the specific circumstances in which it was sent. The buyer, who was not a lawyer, received a response dense with legal terminology. He was told the document could not be shared because it was a legally binding instrument requiring full execution, that providing a copy might not be valid for official use, and that he would receive it upon completion of the execution process. A buyer without legal training who receives this message will conclude that the developer has a principled legal basis for its position, that the matter involves a technical complexity he cannot challenge without professional help, and that pursuing the matter will require engaging a solicitor at cost and delay. Those are exactly the conclusions the developer intends. The message functions as a legal smokescreen. It is only when a solicitor analyses it that its actual content becomes clear: the request was mischaracterised, the stamping and registration point is legally inapposite, and the developer has admitted the Deed was not executed.
F. Developer Entity Substitution
At the more sophisticated end of the obstruction spectrum is the substitution of the contracting entity after payment. The buyer enters a sale agreement with Company A, pays in full, and is then informed that the development has been transferred to Company B, a related entity or newly incorporated vehicle that does not regard itself as bound by the original agreement. Company A is stripped of assets. Company B disputes liability on the ground it was not party to the original transaction. The buyer is left litigating against an empty shell while the assets funded by the purchase price have migrated to an entity outside the contractual chain.
G. Defective or Encumbered Title Concealed Behind Marketing
The marketing and sale of property on land to which the developer holds defective, disputed, encumbered title, third-party title, or even non-existent title is the most serious category of conduct examined in this analysis. The recent forfeiture order by the Federal High Court in Abuja in March 2026, of land valued at N5.28 billion is illustrative. Nine hundred and sixty-two units had been sold. Zero construction was completed. The buyers who paid were failed at every structural level: no escrow, no independent verification, and no precondition on accessing buyer funds.
There is yet another tactic which is in our experience the most lethal, which pratically bothers on fraudulent dealing. But we will address that in another piece.
IV. Legal Obligations of the Developer and Available Remedies
Upon receipt of full or substantial consideration, the developer is obligated to execute and deliver the agreed instrument of conveyance within a reasonable time; to deliver possession; and to cooperate in all ancillary conveyancing steps in good faith. The law implies a covenant of good faith in every contract. A developer who collects full consideration, withholds execution, substitutes a lesser title, imposes undisclosed charges, deploys legal language to deter an unrepresented buyer from asserting his rights, and presents a one-sided standard form contract that it refuses to allow the buyer’s solicitor to amend is, at multiple stages and on multiple grounds, in prima facie breach of that covenant.
The legal analysis of the seven typical categories of buyer obstruction documentation tactics enumerated above engages two principles and one institutional failure. The first principle is the doctrine of contra proferentem, which provides that where an ambiguous provision in a standard form contract comes before a court, the ambiguity will be construed against the party who drafted it. This is a meaningful protection in litigation, but it requires the buyer to reach the point of litigation before it operates. That is precisely the threshold that the developer’s overall strategy is designed to make financially and emotionally prohibitive.
The second principle concerns the legislative architecture available to address unfair standard form contracts before litigation becomes the buyer’s only remaining option. The Federal Competition and Consumer Protection Act 2018 performs, through Sections 114, 119, 120, and 130, the protective functions that the United Kingdom’s Unfair Contract Terms Act 1977 and Consumer Rights Act 2015 together provide in the consumer contract context: a statutory mechanism for challenging oppressive standard form terms without requiring any individual buyer to resort to court proceedings to access protection. Section 120 of the FCCPA gives every consumer the right to fair, just, and reasonable terms and conditions in any consumer transaction. Section 114 prohibits a supplier from using a standard form or template contract that operates to the consumer’s prejudice. Section 119 imposes an obligation of fair and honest dealing, and Section 130 prohibits unfair trade practices. A buyer purchasing land for personal or residential purposes is a consumer within the Act’s definition. The developer is the supplier. The non-negotiable template posture this analysis has described is, on a plain reading of those provisions, the conduct the Act targets.
The Federal Competition and Consumer Protection Commission, established by the FCCPA 2018 as the body charged with administering these protections, holds investigative and enforcement powers that are structurally comparable to those of the United Kingdom’s Competition and Markets Authority under the Consumer Rights Act 2015. The Commission may investigate suppliers who use oppressive standard form terms, impose administrative penalties, and seek court orders declaring specific contract provisions void or unenforceable. It does not require a buyer to initiate private litigation. It can act in the public interest and on the basis of sector-wide patterns.
The Commission has taken an enforcement step in the ‘built environment’ sector that carries direct significance for the present analysis. In 2024, it was reported that following a complaint by the Peachville Estate Residents Association (PERA), the FCCPC investigated Peachville Platinum Facility Management Limited (PPFM) for compelling estate residents to accept its facility management services as a non-negotiable condition of property ownership. The Commission reportedly issued a compliance notice on 12 August 2025, directing PPFM to cease and desist from that conduct, to account transparently for all charges levied, and to amend its service model to align with the FCCPA 2018. The FCCPC found that requiring residents to accept PPFM’s services as a condition of property ownership constituted a prohibited tying arrangement under Section 59 of the Act, and that the continued imposition of non-negotiable service terms constituted unfair, unreasonable, and unjust contract terms contrary to Sections 127 to 129 of the Act. While the FCCPC’s full compliance notice has not been publicly released, the Commission’s findings and directives as reported by multiple credible reports provide a clear regulatory position on forced facility management arrangements in Nigerian estates.
The significance of that precedent to the analysis in this article is direct. The FCCPC has now demonstrated, in a real estate sector context, its willingness to characterize non-negotiable contract terms imposed upon property owners as violations of the FCCPA 2018. The PPFM case involves a facility management contract rather than a developer sale agreement, and the conduct arises at the post-acquisition stage rather than at the point of initial contracting. Those distinctions do not diminish the underlying principle; they sharpen the question that flows from it. If the Commission is prepared to intervene when non-negotiable terms are imposed upon buyers after they have acquired property, on what principled basis does it decline to intervene when precisely analogous terms are imposed upon buyers before they have acquired it? The legislative architecture applies with equal force at both stages. The extension of the PPFM precedent to off-plan developer sale agreements is not a novel legal proposition. It is the application of principles the Commission has already adopted to a context where the buyer’s vulnerability is, if anything, greater.
The gap that remains is specific and addressable: no published investigation of developer standard form off-plan sale agreements, no sector guidance on what contract terms the FCCPC regards as unfair in those agreements, and no enforcement action against a developer’s refusal to accept solicitor amendments on the ground of template rigidity. Buyers in that specific context are nominally protected by the FCCPA 2018 and practically unprotected in the market. The PPFM precedent demonstrates that the Commission’s mandate is capable of reaching the real estate sector. The argument this article advances is that it should reach further into it.
In apposite consideration of remeies available to purchaser, a dissatisfied purchaser can seek legal redress in court. Specific performance lies to compel execution and delivery of the Deed. Rectification or damages lie where a Deed of Sub-Lease has been substituted for a promised Deed of Assignment. Damages are recoverable for the loss of use of capital and for consequential losses. A misrepresentation claim lies for undisclosed charges and for substituted title. A criminal petition lies to the EFCC under the Advance Fee Fraud and Other Related Offences Act, Cap. A6, Laws of the Federation of Nigeria, 2004, concurrently with civil proceedings. Distance from Nigeria does not disqualify any buyer.
Judicial Authorities on Specific Performance
The primacy of specific performance as the remedy for breach of a contract for the sale of land in Nigeria is settled. The Supreme Court confirmed this position in ORIOKE v. ONAYEMI & ORS (2024) LPELR-61803(SC), judgment delivered on 8 March 2024, per Kekere-Ekun JSC. The court affirmed that where there has been a breach of a contract for the sale of an interest in land, specific performance is the appropriate primary remedy and that damages claimed in the alternative may be considered only where specific performance is unavailable or the particular circumstances warrant a departure from the equitable remedy. The rationale is that land is treated in law as inherently unique: no monetary sum will provide a buyer with the precise subject matter of what was contracted. A developer who has received full or substantial consideration and has declined to execute and deliver the agreed Deed of Assignment has breached a contract for the sale of an interest in land within the meaning of that principle. The buyer’s entitlement to seek specific performance in that circumstance is established on those facts alone, without any requirement to demonstrate special damage.
In Adebanjo v. State (2022) LPELR-57831(CA), the Court of Appeal confirmed criminal liability for the fraudulent sale of land by a party who lacked valid title to convey. In Uzoegwu v. Ifeduba (2022) LPELR-57643(CA), the Court of Appeal resolved a double-sale dispute in favour of the buyer who had taken prior possession, reaffirming that possession reinforces the buyer’s position in circumstances of competing claims. In Federal Republic of Nigeria v. Orji & Ors (2021) LPELR-57369(SC), the Supreme Court upheld convictions for land fraud involving forged Certificates of Occupancy and emphasised the obligation upon all parties transacting in land to ensure the authenticity and completeness of all instruments presented in the course of the transaction. That obligation runs against a developer who presents a standard form agreement with no completion date, undefined post-payment charges, and a title instrument left deliberately unspecified with precisely the same force as it runs against a party who presents a forged document. The underlying legal principle is the same: a buyer who performs his contractual obligations is entitled to the protection of the court against a counterparty who has structured the transaction to avoid performing its own.
The doctrine of contra proferentem awaits the appropriate procedural vehicle for its application in the off-plan developer context, but it operates in Nigerian courts on the same terms as the common law from which it is derived. Any ambiguous provision in a standard form contract is construed against the party who drafted it. In the developer’s standard template as described in this article, there is no shortage of ambiguous provisions: completion obligations defined by reference to regulatory processes that are never identified, charge obligations expressed by reference to a category that is never enumerated, and a title description that designates no specific instrument. Each of those ambiguities was preserved in the contract by the developer’s refusal to accept the buyer’s solicitor’s amendments. When those provisions come before a court, each will be construed against the developer. That is not a speculative outcome. It is the doctrine applied to facts.
V. The Structural Deficit and the Reform Imperative
The practices documented above share a common structural cause: a market in which there is no institutional constraint on a developer’s access to buyer funds ahead of performance, no mandatory pre-contract disclosure of all charges, no independent verification of title, no regulatory oversight of standard form sale agreements, and no legislative mechanism to challenge unreasonable contract terms without full recourse to litigation. Mandatory escrow for off-plan transactions above a defined threshold and a legislative requirement that standard form property sale agreements be filed with and approved by LASRERA before use would address the most significant of these deficiencies at their structural root. LASRERA has the institutional foundation. The legislative will remains to be demonstrated.
VI. Practical Guidance
Six steps are non-negotiable before any funds are committed to any off-plan property transaction in Lagos. First, verify LASRERA and REDAN registration before any conversation about price or terms. Second, search title independently at the Lagos State Lands Bureau before paying any deposit. Third, retain a solicitor before any document is shown to you for signature, not after. A developer who sets a signing deadline before your solicitor has completed the review is communicating, by that conduct, that the review is not expected to produce amendments. Fourth, insist that the sale agreement names the specific title document to be issued. If the developer will not commit to a Deed of Assignment in writing, understand why before paying.
Fifth, every charge you will be expected to pay, inclusive of all infrastructure, allocation, documentation must be set out in the agreement at execution. Any charge not in the contract cannot lawfully be imposed as a post-payment precondition. Sixth, insist on a contractual completion date with an express right of rescission and recovery of the full purchase price with interest if that date is not met. A developer who refuses to include a completion date is telling you it does not intend to be bound by one.
The developer’s message that opened this article was sent after payment was complete, after the contract had been signed with no completion date, no defined charges, and no title specification. Every protection above operates before that point. That sequence is not incidental. It is the sequence the developer depends upon.
What element of this analysis reflects your own experience, or the experience of someone you know? The discussion is open in the comments.
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