In Nigeria’s property market, few phrases inspire more confidence, or confusion, than Governor’s Consent. Buyers often treat it as the ultimate proof of ownership, while others assume a Deed of Assignment alone is enough. Neither view is legally complete.
The first principle is simple: a Deed of Assignment and Governor’s Consent perform different functions.
A Deed of Assignment is the document whereby one party assigns an interest in land to another. It identifies the property, the parties, the consideration and the interest being transferred. When properly stamped and registered, it is evidence of the transaction and the interest of the purchaser.
But a deed doesn’t give ownership out of thin air. The seller must have a transferable interest to start with. The principle that a purchaser cannot acquire a better title than that of the vendor has been repeatedly stated in Nigerian case law.
Governor’s Consent, however, is statutory approval. The holder of a statutory right of occupancy under the Land Use Act 1978 (section 22) must obtain the Governor’s consent before assigning, mortgaging or otherwise alienating that interest. Section 26 provides for the declaration of any agreement made in contravention of the Act as void.
Consent is therefore not a replacement for a Deed of Assignment. It validates, or “perfects”, the transfer of an existing interest. It is also not an independent root of title. A consent letter cannot cure a forged deed, a defective survey, an unauthorised sale, a competing prior interest or a vendor who had no title to convey.
The hierarchy is better understood in layers:
First, establish the root of title. This may be a government allocation, a prior conveyance, a family or customary title, or another legally recognized source.
Second, identify the interest held. Nigerian law distinguishes statutory rights of occupancy from customary rights of occupancy. The applicable consent requirements differ, and the status of the land and transaction must be examined carefully.
Third, document the transfer. This is the role of the Deed of Assignment.
Fourth, obtain the required approvals and complete perfection. Depending on the jurisdiction and transaction, this may include Governor’s Consent, stamping, registration and payment of prescribed fees.
A Certificate of Occupancy is important evidence of a right of occupancy, but it is not an irrebuttable guarantee of ownership. Nigerian courts have consistently held that registration or official documentation does not validate an instrument founded on fraud or a fundamentally defective title.
In Nigerian conveyancing, title is not a single document. It is a chain, and the chain is only as strong as its weakest link.