A property sale agreement is not a formality. It is the document that determines what happens when something goes wrong — when a payment is delayed, when a document is missing, when possession does not happen on time, or when a party changes their mind. Agreements that lack specificity in key areas do not protect anyone. They create disputes.
These are the five clauses that cause the most problems when they are absent, vague, or one-sided, and what each should contain to function properly.
1. Payment milestone and schedule clause
Every sale agreement should define not just the total price but the full payment schedule: initial deposit amount and payment date, subsequent instalments with specific trigger dates or conditions, and the final balance payment tied to a specific event (title delivery, possession, or a defined date). Agreements that say only "payment to be made in agreed instalments" without specifying amounts, dates, and trigger conditions are a source of disputes at every stage of the transaction.
The payment schedule should also specify the account to which payments are to be made, the form of payment acceptable (bank transfer, certified cheque, or otherwise), and the receipt documentation the seller must provide within a defined period after each payment. These details prevent the kind of payment confirmation disputes that can destabilise a transaction after initial deposit.
2. Default, notice, and cure window clause
What happens if the buyer misses a payment deadline? What happens if the seller fails to deliver title documents by the agreed date? A default clause must answer both questions clearly. The clause should specify: what constitutes a default event, how the non-defaulting party gives formal notice of the default, how many days the defaulting party has to cure the default before consequences apply, and what the consequences are — typically the forfeiture of deposit for buyer default, or the refund of deposits plus a specified penalty payment for seller default.
Cure windows of 14 to 21 days are typical in Nigerian practice for payment defaults. Without a specified cure window, both parties are in dispute from day one of a missed deadline rather than entering a structured resolution process. The notice mechanism — whether by written notice to a specific address, by email, or by solicitor communication — should also be defined so that the clock starts running from a fixed point.
3. Possession and handover conditions clause
Possession is a separate event from title transfer, and confusing the two is a common source of post-completion disputes. The agreement should specify: the condition in which the property will be handed over (vacant possession, or with specific fittings, fixtures, and items), the date on which possession is to be given, what happens if the property is not in the agreed condition on possession date, and the process for a joint inspection at handover.
For properties being sold with tenants in place, the agreement must address whether the buyer is acquiring the property subject to the existing tenancy or whether vacant possession will be delivered by the completion date. If the seller is responsible for clearing the tenancy, the mechanism, timeline, and risk allocation for failure to deliver vacant possession must be explicit.
4. Document delivery obligations and timeline
The seller must deliver specific title documents as part of the transaction. The agreement should list every document the seller is obliged to deliver, the deadline for each delivery, and the consequence of non-delivery. At minimum this includes: the original title document (C of O, Deed of Assignment, or equivalent), the original survey plan, any estate allocation letters or development approvals, and the executed deed of assignment or conveyance.
Agreements that say simply "all relevant documents to be delivered at completion" without listing the specific documents leave the buyer with no clear standard against which to measure performance. If a document is missing at completion, an agreement without a document schedule gives the buyer no contractual basis to withhold final payment or claim a remedy.
5. Refund mechanics and conditions precedent
Some transactions are conditional on events that must occur before completion — title verification, bank approval, planning confirmation, or the resolution of an existing tenancy. The agreement must specify what the conditions precedent are, the deadline by which they must be satisfied, who is responsible for satisfying each one, and what happens if a condition is not satisfied by the deadline.
The refund mechanic in the event of a failed condition precedent must be explicit: full refund without deduction within a specified number of days, the account to which refund will be made, and whether any administrative costs are deductible. Agreements that leave refund terms open — "deposit to be refunded within a reasonable time" — are agreements for future dispute. Reasonable is not a number. A number is a number.
The drafting principle behind all five
Every clause that matters has three components: the obligation, the trigger or deadline, and the consequence of non-performance. When any of the three is missing, the clause does not protect the party who needs it. Nigerian property transactions, particularly at the secondary market level where standard forms are rarely used, frequently produce agreements with obligations but no consequences, or with consequences but no clear triggers. The work of a competent property solicitor is to close all three gaps for both parties before signatures are applied.