Difference Between a Contract of Sale and a Deed of Assignment in Nigeria
When buying land or property in Nigeria, it’s common to hear terms like “contract of sale” and “deed of assignment.” While many people assume they are the same, they serve different legal purposes — and misunderstanding the difference can put your investment at risk.
At Edelweiss Partners, we help clients make informed decisions in property transactions. Here’s what you need to know.
What is a Contract of Sale?
A contract of sale is a written agreement between a buyer and a seller that outlines the terms and conditions under which a property will be sold. It typically includes:
- The identity of the buyer and seller
- Description of the property
- Agreed purchase price
- Payment terms and conditions
- Possession and completion timelines
However, a contract of sale does not transfer ownership of the property. It only shows that there is an agreement to transfer, which may still be subject to certain conditions such as due diligence, payment balance, or obtaining consent.
In legal terms, a contract of sale gives the buyer equitable interest, not legal title.
What is a Deed of Assignment?
A deed of assignment is a legal document that formally transfers ownership (legal title) of a property from the seller (assignor) to the buyer (assignee). It confirms that the buyer has fulfilled all conditions — including payment — and that the seller has relinquished all rights to the property.
Key components of a deed of assignment include:
- Names and addresses of parties
- Detailed property description
- Date of transfer
- Acknowledgement of full payment
- Covenants and warranties
- Signature and attestation clauses
After the deed of assignment is executed, it must be stamped and registered at the appropriate State Land Registry to perfect the buyer’s legal title.
⚖️ Key Differences at a Glance
| Feature | Contract of Sale | Deed of Assignment |
|---|---|---|
| Nature | Preliminary agreement | Final legal transfer |
| Timing | Before full payment | After full payment |
| Transfers Ownership? | No – only equitable interest | Yes – legal title |
| Registrable? | No | Yes |
| Purpose | Sets out terms for future transfer | Confirms and effects transfer |
Why This Matters
Many unsuspecting buyers wrongly believe that once a contract of sale is signed, they own the property. Unfortunately, this misunderstanding has led to countless cases of fraud, double-selling, and loss of property.
Until a deed of assignment is signed and registered, you do not have legal ownership. That means:
- You cannot enforce your title
- You may be unable to resell or mortgage the property
- The seller may still legally transfer it to someone else
⚖️ How We Can Help
At Edelweiss Partners, we:
- Conduct land searches and due diligence
- Draft and review contracts of sale and deeds of assignment
- Guide you through title perfection processes (e.g., Governor’s Consent, Stamp Duty, Registration)
- Protect your investment with sound legal advice
✅ Final Thoughts
When buying land or property in Nigeria, the contract of sale and the deed of assignment are not interchangeable. One begins the process; the other completes it.
If you’re about to purchase land or have already done so, ensure you take the proper legal steps to secure your title. Don’t stop halfway.
Need help with your property transaction?
Contact Edelweiss Partners today. We’ll ensure your investment is safe — from contract to title perfection.
Email: okiachika@edelweisslawfirm.com
Phone: 09030993772
Website: www.edelweisslawfirm.com
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Oki Achika, Managing Partner