TO PREPARE A DEED OF ASSIGNMENT

                                    DEED OF ASSIGNMENT

DATED THIS   23RD        DAY OF MARCH             2009

                                        BETWEEN

ADELINE TEXTILES PLC

               AND                           

    JEMIMA AYOIDUN

 …………………………………………………………………………

In respect of land measuring 5.143 Hectares (10.11 Acres) situated at situate at Plot 45 on Renegade close, kele town of ibeju- Osa Local Government Area of  Lagos state of Nigeria

…………………………………………………………………………

                                                                                  PREPARED BY

                                                                              ADEBAMOWO MOTUNRAYO ESQ                

                                                                               23, WENDY CLINTON STREET.

                                                                                FRENAM CLOSE, MAGODO, LAGOS

                                                                                 06054326890    

     

Part A:

                                             DEED OF ASSIGNMENT

THIS DEED OF ASSIGNMENT made this 23^rd day of March 2018

 BETWEEN             ADELINE TEXTILE PLC a registered company carrying the business of manufacturing of textiles and having its Corporate headquarters At No, 16 Ikorodu Road, Off Eleko Beach Expressway, Ibeju-Osa Local Government Area Of Lagos State (hereinafter referred to as the ‘the Assignor’ which term shall where the context permits include its assigns and its successors in title) of the one part,

AND                       JEMIMA  AYOIDUN of  No, 17 Agege Street, Lagoon Front Bus Stop, Babanle, Yaba Local Government Area of Lagos State, Nigeria (hereinafter referred to as the ‘Assignee’ which term shall where the context permits  shall include its executors, personal represenative and  assigns their heirs) of the other part.

 WHEREAS:

1.      By a Deed of Legal Mortgage registered as No. 10 at page 11  in volume 767 of  the land registry at Lagos, the land described in the schedule hereto situate at Plot 45 on Renegade close, kele town of ibeju- Osa Local Government Area of Lagos state of Nigeria covered by Certificate of Occupancy registered at number 5 at page 65 in volume 324 of the lands registry at Lagos was mortgaged to the assignor by Peace bakeries limited(as borrower ) and Mr Temilade(surety)

2.     The said Peace Bakeries limited and Mr Temilade 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 its provision of the aforementioned Deed of  Legal Mortgage have sold by private treaty the property situate at Plot 45 on Renegade close, kele town of ibeju- Osa Local Government Area of Lagos state of Nigeria herein before mentioned to the Assignee for the sum of 100,000,000.00k(100milion) subject to the covenants, terms and conditions hereby reserved and upon obtaining Governor’s consent as prescribed by the Land Use Act 1978

WITNESSES as follows:

1.     In pursuance of this assignment and in consideration of the sum of 100,000,000.00k(100million) paid by the Assignee to the Assignor (the receipt which sum the Assignor hereby acknowledges by executing this deed)  the Assignor as UNPAID MORTGAGEE in exercise of the power of sale under the provisions of the deed of the Legal mortgage as No. 10 at page 11  in volume 767 of  the land registry  at Lagos  hereby CONVEYS to the ASSIGNEE ALL THAT piece or parcel of land together  with the building, thereon situate and lying at Plot 45 on Renegade close, kele town of ibeju- Osa Local Government Area of Lagos State of Nigeria covered by Certificate of Occupancy registered at number 5 at page 65 in volume 324 of the lands registry at Lagos state particularly described and delineated on Plan No 239 and thereon edged red and attached to the deed of Assignment with all rights, easements and things appurtenant thereto TO HOLD UNTO  AND TO THE CHARGE OF THE ASSIGNEE absolutely free from any encumbrances whatsoever subject to the consent of the Governor under the provision of the Land Use Act 1978 and it shall be the duty of the Vendor to obtain the said consent.

2.      The ASSIGNOR with the object and intention of affording the Assignee a full and sufficient indemnity in respect of the property herein assigned herein assigned covenant as follows;

                                                             i.      That the ASSIGNEE shall have absolute right and privilege to take full    possession of the land. Furthermore, the assignee can erect on the said hereditament any building structure according to his taste, need and specifications and can do any other thing in respect of the said hereditament in accordance to the Land Use Act 1978

                                                          ii.      That the ASSIGNEE shall peaceably hold and enjoy the property without any interruption by the ASSIGNOR or any other person claiming through, under or in trust for the Assignor

                                                        iii.      To indemnify  the ASSIGNEE against any loss, expenses liabilities from rival claimants interested in the property

 IN WITNESS WHEREOF, the parties hereto have hereunto executed these presents in the manner hereafter appearing.

                                        THE SCHEDULE

The land measuring 5.143 Hectares (10.11 Acres) situated at situate at Plot 45 on Renegade close, kele town of ibeju- Osa Local Government Area of Lagos state of Nigeria, the coordinates of which are 7123340.432 meters North, 342345.667 East, of U. T. M(zone 15) origin, and the boundaries of which are described as starting from a concrete pillar/beacon marked PHP 56477 connecting pillar No’s, PHP 55678, PHP 5432, PHP 67540, PHP 9008, PHP 76585 and then back to PHP 56477.  The land with its dimensions and abuttal are more particularly delineated as shown verged RED on the survey plan No.AD/465/232/2018/LA dated 5^th July 2018 prepared by T.S ADENLE (BSC Hons; M.ENG.) Licensed Surveyor, which said Survey Plan is attached to the foot of this deed 

THE COMMON SEAL OF THE WITHIN NAMED (ASSIGNOR) ADELINE TEXTILES IS DULY AFFIXED TO THIS DEED,ON THIS DAY 23^RD MARCH 2018  AND WAS DULY DELIVERED HERETO IN THE PRESENCE OF:

Mrs Bukola Omokehinde                                                 Mr John Eyinma

           DIRECTOR                                                            SECRETARY

                                                   WITNESSES:

Name: korode Obende                                 Name: deborah Rasak

Address: No, 5 Hirise Estate, Ikoyi,              Address: No, 8 charity, Lekki

Occupation: Accountant                               Occupation: Civil Engineer

Signature                                                        Signature

SIGNED, SEALED AND DELIVERED                                               

By the within named ASSIGNEE                                                                                                                                  

                                                   Jemima Ayoidun           

The content of this deed having being first read and Interpreted aloud  from English Language to Yoruba Language by Me, TAMILORE AYEDUN OF MAJAYE STREET, LIANA PARKSTREET,  SURULERE, LAGOS when she appeared to have perfectly understood the content she affixed her thumb print/ Signature

                                     

Before me

__________________

Magistrate OR Judge OR Notary Public

                          

                         

In the presence:                  

Name: blessing Houston

Address: No798, Lenard Avenue, opp litez hospital, ikoyi, Lagos state

Occupation: Medical doctor

Signature

                I CONSENT TO THE TRANSACTION HEREIN CONTAINED

DATED THE……23rd………………….DAY OF …………March………………..2018

                    THE EXECUTIVE GOVERNOR OF LAGOS 

PART B

COMPONENTS OF THE AFOREMENTIONED DEED OF ASSIGNMENT

      This deed of assignment between ADELINE TEXTILE PLC and JEMIMA AYOIDUN contains the following clauses  as it relates to the sale of the land:

1.     INTRODUCTORY PART: It contains certain clauses which are;

a)      Commencement

b)      Date

c)      Parties

d)      Recital

a.     COMMENCEMENT;  

                The above commencement clause helps to identify the transaction and describe the nature of the transaction which is a deed of assignment between the two parties. The commencement clause contains the date of the delivery and the names of the parties involved as could be seen in the above deed of assignment. It also describes how the transaction is binding on the parties and their assigns or heirs in the case of jemima as an individual .  Similarly, the deed proffers for its binding effect on the company and its successors in title

b.     RECITALS;

                 The recital in the above instrument of transfer started with ‘WHEREAS’. The  Recital clause comprises of  the  statements of the material facts that constitute the background to the transaction. it is a  narrative stating the  history and background of how the assignor came to own the property and which was by a legal mortgage in a transaction. Between  ADELINE TEXTILES PLC and PEACE BAKERIES. The narrative portion is concluded by a statement that shows the assignor’s intention to transfer the property to the assignee and the assignee’s intention to acquire the property from the assignor.  The following reasons make it pertinent for the recital clause to be included.

1.              It clears ambiguity in the Operative part of the deed

2.              Statements of facts in a recital may give rise to estoppel against the person making them as provided in section 169 of the Evidence Act

3.              Useful means of knowing the history and background of how the vendor came to be vested with the property in question.

4.              Evidence of fact contained in a Recital in a document which is 20 years old is deemed to be correct (Ancient document Rule)SECTION 126 of the Evidence Act

PART 2: OPERATIVE PART: This is the main body of the draft, the clauses in it includes;

1.      Testatum

2.      Consideration clause

3.      Receipt Clause

4.      Capacity

5.      Word of Grant

6.      Parcel Clause

7.      Habendum

a.     TESTATUM: This merely signifies the beginning of the covenant entered into by the Parties. It was introduced by the use of ‘ WITNESSES AS FOLLOWS’

b.     CONSIDERATION CLAUSE: This shows that the transaction is not a gift and it also serve as the basis of the contract. It stipulates the purchase price of the land at Plot 45 on Renegade close, kele town of ibeju- Osa Local Government Area of Lagos state of Nigeria for the sum of 100 million. This clause aids in the assessment of the stamp duty advalorem and proves that the conveyance is not a gift.   It goes thus  ‘IN CONSIDERATION OF THE SUM OF 100 MILLION NAIRA ONLY PAID BY THE ASSIGNEE TO THE ASSIGNOR’

c.      RECEIPT CLAUSE: This discloses the fact that the vendor has collected the money for the property. It stipulates the agreed cost and the willingness of Jemima Ayoidun to finally accept the price. In essence, it indicates that the assignor, ADENLE TEXTILES PLC acknowledges the receipt of the purchase price. This clause is drafted this along with the consideration clause.  It serves as evidence of payment of consideration The inclusion of a receipt clause in a deed dispenses with the need to issue a formal receipt of payment.  SECTION 54  of Conveyancing  Act and section 92 Private conveyancing law. The receipt clause is evident in the statement ‘THE RECEIPT OF WHICH THE ASSIGNOR ACKNOWLEDGES’

d.     COVENANT FOR TITLE/ CAPACITY: it identifies which capacity the vendor is conveying. The capacity of the vendor/assignor is stated immediately after the receipt clause as a beneficial owner ( Mortgagee)

e.      WORDS OF GRANTS: the word employed  is ‘conveys’or ‘Assigns’

f.       PARCEL CLAUSE: this clause gives detailed description of the property which is the subject matter of the deed. This is evident in this statement as contained in the drafted deed of assignment “ALL THAT parcel of land(or the building involve) at ___________ covered by Certificate of Occupancy numbered _______ dated _______ and registered  as ______ in the Lands Registry office, Lagos State

g.     Habendum: This describes the describes the estate which the grantee or purchaser takes; it defines the extent of ownership in the thing granted to be held and enjoyed by the grantee – Stephen Idugboe v. Anenih (2003) FWLR (Pt. 149) 1418.   Draft: “TO HOLD the same UNTO the assignee/purchaser as holder of a Statutory right of Occupancy for the term unexpired on the Certificate of Occupancy and subject to the provisions of the Land Use Act Cap L1, LFN, 2004.”

h.     Indemnity clause. It is an reimbursement against anticipated loss. However  by virtue of the Registration of Titles Law of lagos state, indemnity clause is implied in the transaction

The Final Part which is also called the CONCLUDING PART, the clauses are;

1.      Testimonium

2.      Schedule

3.      Execution

4.      Attestation

5.      Franking

POINTS TO NOTE ON THE CONCLUDING PART        

1] Testimonium: It commences the concluding part of the deed. It introduces the execution portion of the deed of assignment.   Draft: ‘ IN WITNESS OF WHICH’ the parties have executed the deed in the manner below the day and year first above written.

 2] Special Execution and Attestation: it differs based on the categories of person; natural or artificial person or whether the person is a blind person or an illiterate. DRAFT: Assuming the Assignor is a blind person or illiterate and the Assignee is a company. So we will have;

SIGNED, SEALED AND DELIVERED

              By the Assignor

             ____________

             (NAME)