A PUBLICATION OF IME UMANAH CHAMBERS, UNIVERSITY OF UYO, UYO.
IME UMANAH
CHAMBERS
LAW
IME UMANAH CHAMBERS A.K.A. TRAILBLAZERS INN OF COURT
FACULTY OF LAW, UNIVERSITY OF UYO, UYO
NIGERIA.
LEGAL STUDIES RESEARCH PAPER SERIES
RESEARCH PAPER 2015
January, 2015
PARTS OF A DEED OF ASSIGNMENT
EMMANUEL, MICHAEL MATTHEW.ESQ
LLB V [FACULTY OF LAW, UNIVERSITY OF UYO, UYO]
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A PUBLICATION OF IME UMANAH CHAMBERS, UNIVERSITY OF UYO, UYO.
DEED OF ASSIGNMENT
A Deed is any legal instrument in writing which passes, affirms or confirms
an interest, right or property and that is signed, attested, delivered and in some
jurisdiction sealed. Most commonly associated with transferring title to property.
A Deed of Assignment is an agreement under which some or all assets of an
insolvent debtor are assigned to a trustee for the purpose of selling them and
distributing the sale proceeds equitably among the creditors.
PARTS OF A DEED OF ASSIGNMENT
Parts of a deed of assignment can be divided into four (4) divisions of a deed
namely.
1) INTRODUCTORY PART:
This includes preliminary matters such as
a) Commencement
b) Date
c) Parties and
d) Recitals
2) OPERATIVE PART:
This starts with testatum and it provides for other important clauses such as
A PUBLICATION OF IME UMANAH CHAMBERS, UNIVERSITY OF UYO, UYO.
b) Consideration
c) Receipt clause
d) Capacity of the Vendor and the Covenant for title
e) Word grant
f) Parcel
g) Habendum
h) Exceptions and Reservations
3) MISCELLANEOUS CLAUSES :
a) Covenant for indemnity
b) Acknowledgment for production and undertaking for safe custody
4) CONCLUDING PART:
a) Testimonium
b) Schedules
c) Execution and attestation
These various parts mentioned above are clearly identified in the Deed of
Assignment in the next page.
A PUBLICATION OF IME UMANAH CHAMBERS, UNIVERSITY OF UYO, UYO.
DEED OF ASSIGNMENT
BETWEEN
ABC BANK PLC
(Assignor)
AND
DD LIMITED
(Assignee)
Prepared by:
GURU GURU
Solicitor
A PUBLICATION OF IME UMANAH CHAMBERS, UNIVERSITY OF UYO, UYO.
DEED OF ASSIGNMENT
VARIOUS PARTS AND CONTENTS OF A DEED OF
ASSIGNMENT
1) INTRODUCTORY PART:
a) THE COMMENCEMENT
THIS DEED OF ASSIGNMENT is
b) DATE
made this ……………….. day of …………. 20..…
c) PARTIES
BETWEEN ABC Plc a registered company carrying the business of banking
and having its Corporate Headquarters at Victoria Island, Lagos Nigeria (herein
after called "the Assignor" which term shall where the context permits
include its assigns and successors-in-title) of the first part;
AND
DD LIMITED a Limited liability company of Ikeja, Lagos State, Nigeria
(hereinafter called "the Assignee" which term shall where the context permits
include their assigns and successors-in-title) of the second part.
d) RECITAL
WHEREAS:
1. By a Deed of Legal Mortgage registered as No. 10 at Page 10 in Volume
707 of the Land Registry at Akure, the property situate at Plot 6 on
A PUBLICATION OF IME UMANAH CHAMBERS, UNIVERSITY OF UYO, UYO.
Obanla Layout, Akure, Ondo State of Nigeria covered by Certificate of
Occupancy registered as Number 5 at page 5 in volume 422 of the Lands
Registry at Akure was mortgaged to the Assignor by XXX Limited (as
Borrower) and Mr. ZZ (as Surety) .
2. The said XXX Limited and Mr. ZZ have forfeited their rights and
interests
over the said property having defaulted in redeeming their liabilities as
Borrower and Surety respectively.
3. The Assignor in exercise of its power pursuant to provisions of the
aforementioned Deed of Legal Mortgage have sold by private treaty the
property hereinbefore mentioned to the Assignee for the sum of
N3,000,000.00k (Three Million Naira only).
2) OPERATIVE PART:
a) TESTATUM
NOW THIS DEED WITNESSES as follows:b) THE CONSIDERATION
In consideration of the sum of N3,000,000.00k (Three Million Naira only) paid to
the Assignor by the Assignee
c) THE RECEIPT CLAUSE
(the receipt of which sum the Assignor hereby acknowledges by executing
this Deed),
d) COVENANT FOR TITLE
the Assignor as unpaid Mortgagee in exercise of its power of sale under the
provisions of the Deed of Legal Mortgage
A PUBLICATION OF IME UMANAH CHAMBERS, UNIVERSITY OF UYO, UYO.
registered as No. 10 at Page 10 in Volume 707 of the Land Registry in
Akure
e) WORD OF GRANT
and hereby conveys all that piece or parcel of land together with the
building
f) PARCEL
thereon lying and situate at Plot 6 on Obanla Layout, Akure, Ondo State
of
Nigeria covered by Certificate of Occupancy registered as Number 5 at page 5 in
volume 422 of the Lands Registry at Akure, Ondo State
g) HABENDUM
TO HOLD UNTO AND TOTHE USE OF THE ASSIGNEE in accordance
with the provisions of the Land Use
Act 1978 and to the intent that the charge created by the Mortgage shall cease
and the mortgaged property shall be discharged from all moneys at anytime
owing on the security of and from all charges, demands whatever.
THE ASSIGNEE HEREBY COVENANTS WITH THE ASSIGNOR as follows:
a. That the Assignee shall pursue vacant possession of the property at their
own expense with the necessary assistance of the Assignor.
b. To process all transfer documents including obtaining the Governor's
Consent.
c. The Assignee hereby state that they have sought independent legal advice
from their counsel in respect of this transaction and have conducted a
positive search in respect of the property at the Lands Registry, Akure.
A PUBLICATION OF IME UMANAH CHAMBERS, UNIVERSITY OF UYO, UYO.
3.) MISCELLANEOUS CLAUSE:
a) COVENANT FOR INDEMNITY (ASSIGNEE)
d. That should the sale be set aside by the court for any reason whatsoever,
the Assignee will only be entitled to a refund of the purchase price.
THE ASSIGNOR COVENANT WITH THE ASSIGNEE as follows:
i. To prepare and deliver immediately after collection of the purchase price
the duly executed Deed of Assignment and the original Certificate of
Occupancy to the Assignee.
ii.
To give all the necessary assistance to the Assignee towards procuring
the Governor's consent and perfection of the Deed of Assignment.
COVENANT FOR INDEMNITY (ASSIGNOR)
iii. That the Assignor shall at all times indemnify the Assignee for actions,
proceedings, claims, costs, damages, expenses and liabilities, arising from
any defect in the Assignor's title to the property herein.
4) CONCLUDING PART
a) TESTIMONIUM
IN WITNESS WHEREOF the parties hereto have hereunto executed these
presents in the manner hereinafter appearing.
b) EXECUTION AND ATTESTATION
COMMON SEAL of the within named
ASSIGNOR, ABC Plc
was duly affixed hereto in the presence of:
………………………………
A PUBLICATION OF IME UMANAH CHAMBERS, UNIVERSITY OF UYO, UYO.
…………………………………..
DIRECTOR
SECRETARY
COMMON SEAL of the within named
ASSIGNEE, DD LIMITED
was duly affixed hereto in the presence of:
………………………………
DIRECTOR
…………………………………..
SECRETARY
I HEREBY CONSENT TO THE WITHIN NAMED TRANSACTION
DATED THIS ……………. DAY OF ……………… 20…….
………………………………………………………………………………………
…
THE HON. ATTORNEY GENERAL & COMMISSIONER OF JUSTICE
FOR: THE EXECUTIVE GOVERNOR OF ONDO STATE
DATED THIS …DAY OF ………. 20…….
Prepared by:
GURU GURU
NO.111 ATIKU HIGHWAY,
UYO, AKWA IBOM STATE
Solicitor