CONTRACT OF SALE OF LAND

BETWEEN

VICTORY OCHUWA OYENIRAN

(VENDOR)

AND

LEARNED LIBRARY NIGERIA LIMITED

(PURCHASER)

__________________________________________________________________________
IN RESPECT OF ALL THAT 200 PLOTS, AS SHOWN IN THE LAYOUT,
REGISTERED AS 89 AT PAGE 89 IN VOLUME 2010 AD OF LAGOS STATE
LAND REGISTRY, ALAUSA IKEJA KNOWN AS EMMANUEL ESTATE LYING,
BEING, SITUATE AT LEKKI-EPE EXPRESS ROAD, IGBO-ELERIN VILLAGE,
IBEJU-LEKKI LOCAL GOVERNMENT AREA OF LAGOS STATE

Prepared By:

OLUWASEGUN ODUNSI ESQ, LLM.

FOR: KINGY’S ATTORNEYS
LEGAL PRACTITIONERS,
SUIT 16, AMA-BEC PLAZA
OFF ADDOH ROAD,
LEKKI-AJAH, LAGOS.
07046228252
[email protected]
[email protected]
www.kingysattorneys.com

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Vendor Signature______________

Purchaser Signature _______________

This Contract of Sale Agreement is made this _________ day of
_____________ 2020.

BETWEEN

VICTORY OCHUWA OYENIRAN of No 27, Infinity Estate, Off Addo Road, Ajah
Lagos (Hereinafter referred to as THE VENDOR) which expression shall wherever
the context so admits include her successors-in-title, assigns and receivers of the
FIRST PART
AND
LEARNED LIBRARY NIGERIA LIMITED a Private Limited Company registered
under the law of Nigeria with its head office at No. 12, Gani Olorunda Str Off Tola
Fagbenle Drive, Sangotedo, Lagos, Nigeria. (Hereinafter referred to as THE
PURCHASER) which expression shall wherever the context so admits include its
successors-in-title, assigns and receivers of the SECOND PART.

WHEREAS:

1. The parcel of land hereinafter described and intended to be demised forms

portion of the vast area of land which from time immemorial belonged
absolutely to the OGUNSANWO family Igbo-Elerin Village Ibeju Lekki Local
Government, Lagos State, hereinafter referred to as THE PROPERTY

2. The OGUNSANWO family became the beneficial owners of THE

PROPERTY vide inheritance from their ancestors who were the original
settlers/ founders of the land and the family is entitled to customary right of
occupancy under Yoruba Customary Law and practice.

3. The VENDOR herein became beneficial owner of THE PROPERTY via a

Deed of Assignment dated 21st April 2010 executed her favor by the family
head, accredited representatives and principal members of OGUNSANWO
family Igbo-Elerin Village Ibeju Lekki Local Government, Lagos State.

4. The VENDOR is the holder of Certificate of Occupancy dated 29th November

2010 with number 89 AT PAGE 89 IN VOLUME 2010 AD and Registered
Survey with Plan No: W00/LS/342B/2010 drawn by Surveyor Onasonde Jubril

5. The VENDOR has since then remains in full and active possession of THE
PROPERTY without any encumbrance, litigation, boundary issues or
disturbance from anyone or group of persons whatsoever.

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Vendor Signature______________

Purchaser Signature _______________

 6. THE VENDOR is willing and have agreed to sell THE PROPERTY while
THE PURCHASER is willing and has also agreed to buy THE PROPERTY
subject to the following conditions

NOW IT IS HEREBY AGREED AS FOLLOWS.

IN CONSIDERATION of the sum of N304,000,000.00 (Three Hundred and Four

Million Naira) Only at the rate of N1,520,000.00 (One Million Five Hundred and
Twenty Thousand Naira) only per plot for the entire 200 (Two Hundred) plots
which THE VENDOR shall issue a receipt to THE PURCHASER, the VENDOR
as BENEFICIAL OWNER hereby sell UNTO THE PURCHASER All That 200 Plots,
As Shown in the layout, registered as 89 at Page 89 In Volume 2010 Ad of Lagos
State Land Registry, Alausa Ikeja Known As Emmanuel Estate Lying, Being, Situate
At Lekki-Epe Express Road, Igbo-Elerin Village, Ibeju-Lekki Local Government Area
Of Lagos State with all rights, easements, and things appurtenant thereto, TO
HOLD the same UNTO THE PURCHASER for the term unexpired.

THE SALE WILL BE SUBJECT TO THE FOLLOWING CONDITIONS:

1. PURCHASE PRICE:
The Complete Purchase Price will be sum of N304,000,000.00 (Three Hundred and
Four Million Naira) Only at the rate of N1,520,000.00 (One Million Five Hundred
and Twenty Thousand Naira) only per plot for the entire 200 (Two Hundred) plots

2. DATE OF COMPLETION:
a. The Sale Transaction will be completed within fifteen (15) months after the
payment of initial deposit.
b. The Vendor shall be entitled to three (3) months extension in case the
purchase price could not be defrayed within fifteen (15) months as stated in
2(a) above.

3. PAYMENT SCHEDULE:
a. The complete purchase price of N304,000,000.00 (Three Hundred and Four
Million Naira) only shall be paid in instalments.
b. The initial deposit of N5,000,000.00 (Five Million Naira) only shall be paid to
the VENDOR at the commencement of this transaction. Upon payment of the
N3,000,000.00 (Three Million Naira), the PURCHASER shall have right to
erect its corporate sign post, parcelate the land, clear, bulldoze the land,
measure the land, commence gate house construction, commence building and
construction projects.

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Vendor Signature______________

Purchaser Signature _______________

 c. The outstanding sum of N299,000,000 (Two Hundred and Ninety-Nine
Million Naira) shall be spread and paid in quarterly instalments of
N59,800,000.00 (Fifty-Nine Million, Eight Hundred Thousand Naira) Only
on or before the last working day of every successive 3 months until the total
sum is defrayed.
d. The payment schedule herein may be reviewed by the parties after 5 months
of the commencement of this transaction.

4. TITLE:

a. This agreement shall confer on THE PURCHASER, the right to advertise the
land, create commercial activities and the right to sell to third parties.
b. THE VENDOR undertakes to do anything necessary and incidental to the
perfection of THE PURCHASER’S title document on the property before the
last instalment is paid. This includes Deed of Assignment, Certificate of
Occupancy, Governor’s consent among other documents.
c. The PURCHASER or anybody claiming title through him shall retain the
right to commence building and construction of residential apartments on the
PROPERTY provided that the portion to be built on shall be limited to the
instalments totally paid by the PURCHASER

5. POSSESSION:
a) THE PURCHASER Upon payment of the first N5,000,000.00 (Five Million
Naira) as stated in 3(b) above, shall retain exclusive right to enter the land, take
actual possession of it, erect its corporate sign post, parcelate, clear, bulldoze
and measure the land, commence gate house construction, commence building
and construction projects.
b) That from the commencement of this agreement till when the purchase price
is defrayed, THE PURCHASER shall remain in possession of the land. The
PURCHASER shall have right against all forms of encumbrances and
disturbance from the VENDOR or anybody claiming title through them.

6. INDEMNITY
a) THE VENDOR covenants with THE PURCHASER that it have not done,
engaged in or carried out any act or omission, deed and/or anything
whatsoever in respect of the property herein which will make the VENDOR
incapable of or preventing THE VENDOR from selling or/and assigning
the property and further agrees at all times hereafter to indemnify THE
PURCHASER fully for any loss or damage arising from a successful claim to

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Vendor Signature______________

Purchaser Signature _______________

 title to the property or any act done by any person with an adverse claim to
the property.
b) THE PURCHASER hereby admits that it is entering into this contract based
on information given it by the VENDOR that the property is free from
encumbrance, boundary issues, litigation or any form of disturbance.

c) That THE VENDOR has agreed to execute deed of assignment and every
other document necessary and instrumental to THE PURCHASER obtaining
perfect title to the property at no extra cost.
d) The VENDOR hereby agrees to be true, all information given by it and
covenants to indemnify the PURCHASER fully for any loss incurred by them
as a result of relying on the information given by them.
e) THE VENDOR hereby agrees that the executing of all agreements,
including the Deed of Assignment, covering the 200 (Two Hundred) plots of
land herein above mentioned, shall be undertaken and expressly signed by
the relevant parties at no extra cost whatsoever

7. DEFAULTS AND REMEDIES:

The following shall constitute defaults and remedies:
a. Where THE VENDOR decides to terminate this agreement before the
completion of the payment of the purchase price herein for a reason or reasons
not arising from an act of omission or commission on the part of THE
PURCHASER, THE VENDOR shall:

ii. Give THE PURCHASER Three (3) months’ written notice before such
termination.
iii. Assign to THE PURCHASER all the portion that their payment already
made covers without hindrance.

b. Where THE PURCHASER fails to pay an installment to THE VENDOR on

the due date, THE PURCHASER shall give a written notice of default to THE
VENDOR not later than 7 working days after the due date, and shall
include in the notice, the date on which that installment shall be redeemed, in
so far as the date of redemption shall be not later than the due date for the
next installment.
c. Where THE PURCHASER fails to redeem an installment at the expiration of
the first notice of default, THE VENDOR shall give to THE PURCHASER a
grace period of not less than 30 working days.
d. Where THE PURCHASER defaults on three successive installments, THE
VENDOR shall give THE PURCHASER three (3) months written notice of
intention to terminate the Agreement.
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Vendor Signature______________

Purchaser Signature _______________

e. Where THE PURCHASER fails to remedy the default at the expiration of the
3 months’ notice, THE VENDOR shall have the right to terminate this
agreement, and shall assign to THE PURCHASER, the total number of plots
equal to the amount of the Installment paid by THE PURCHASER as at the
date of termination of this Agreement by THE VENDOR.

8. FORCE MAJEURE:
THE PURCHASER shall not be liable for any failure to perform its
obligations under this Agreement, if such failure is attributed to an event of
Force Majeure, including but not limited to Acts of God, usually severe
weather conditions, restrains, Civil commotion, pandemic, breakdown of law
and/ order and threat.

9. GOVERNING LAW:
a. The parties agree that this Agreement and all matters incidental thereto shall
be governed by and construed in accordance with the Laws of the Federal
Republic of Nigeria.
b. All questions, interpretations and disputes between the parties as to any
matter, rights and obligation arising or in connection with this agreement
shall be referred to Arbitration in Nigeria before a single Arbiter to be
appointed in Accordance with the Arbitration and Conciliation Act Cap A.19
Laws of the Federation of Nigeria 2004.
c. The Arbitration shall, where possible be held and concluded within sixty days
of it having been demanded. The Parties shall use their best endeavors to
procure the expeditious completion of the arbitration.

10. NOTICES:
All Notices required to be given under this Agreement by either party to the
other shall be given in writing and shall be sufficiently served upon the other
party when received via Land delivery only.
11. ALTERATIONS:

No alteration, consensual cancellation, variation of, or addition hereto shall be

of any force or effect unless reduced to writing and signed by the duly
authorized representatives of both parties.

SCHEDULE A

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Vendor Signature______________

Purchaser Signature _______________

 1. Certificate of Occupancy dated 29th November 2010 with number 89 AT PAGE
89 IN VOLUME 2010 AD.
2. Registered Survey with Plan No: W00/LS/342B/2010 drawn by Surveyor
Onasonde Jubril
3. ALL THAT Portion of Land known As Emmanuel Estate Lying, Being, Situate
At Lekki-Epe Express Road, Igbo-Elerin Village, Ibeju-Lekki Local Government
Area Of Lagos State

IN WITNESS OF WHICH the parties have executed this of Contract of Sale in the
manner below, day and year first above written.

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Vendor Signature______________

Purchaser Signature _______________

SIGNED SEALED AND DELIVER BY THE WITHIN NAMED VENDOR

VICTORY OCHUWA OYENIRAN _______________

SIGNATURE
In the presence of:

IN PRESENCE OF:
NAME: ______________________________________________

SIGNATURE: _______________________________________

ADDRESS: __________________________________________

OCCUPATION: _____________________________________

THE COMMON SEAL OF THE WITHIN NAMED PURCHASER LEARNED

LIBRARY NIGERIA LIMITED, IS HEREBY AFFIXED
In the presence of:

_________________
COMMON SEAL

_____________________ ___________________
DIRECTOR SECRETARY

BEFORE ME

COMMISSIONER FOR OATHS/NOTARY PUBLIC

EDITOR’S NOTE

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Vendor Signature______________

Purchaser Signature _______________

KINDLY BE GUIDED THAT THE FACTS HERE ARE MERE FICTIONAL, THEY ARE
MEANT TO SERVE AS DRAFT COPY ONLY AND NO RELIANCE CAN BE MADE ON
THEM. KINDLY DISREGARD ANY RESEMMBLANCE!

ALSO, THE COVENANT’S HERE SHOULD BE SUBJECT TO PARTIES AGREEMENT.

LEARNED LIBRARY LIMITED WILL NOT BE LIABLE FOR DAMAGES OR
MISREPRESENTATION AS A RESULT OF THIS DRAFT AGREEMENT.

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Vendor Signature______________

Purchaser Signature _______________