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CaseLaw

A. O. Williams V. LSDPC (1978) CLR 3(c) (SC)

Judgement delivered on March 3rd 1978

Brief

  • Right of pre-emption in respect of residue of term of years
  • Deed of lease
  • Lease by deed of assignment to sub-lease

Facts

The land which is the subject-matter of the summons is Plot No. 2055 in Scheme 2 of the defendant/respondent's Apapa Development Scheme and is comprised in a Land Certificate Exhibit AOWI) Title No. M07147 dated 16th May, 1968, and is otherwise known as Nos. 28 and 28A Marine Road, Apapa, Lagos. The respondent, then known as the Lagos Executive Development Board, by a deed of lease dated November 23, 1956 and registered under Title No. M07147, demised the said land to the appellant's predecessor in title, namely, Imperial Chemical Industries (Export) Limited, for a term of ninety years from Sep¬tember 1, 1956, subject to the terms and conditions contained in the lease and to the covenants and conditions implied by virtue of the Apapa Town Planning Scheme (Western Area) 1953 Regulations 1954 now entitled the Lagos Town Plan¬ning (Apapa Town Planning Scheme) Regulations: See Cap.133 in Volume VII of the revised Laws of the Lagos State of Nigeria (1973).

The deed of lease contains the following stipulation -

“That the lessee will where he sublets the whole or any part of the property here¬by demised with or without the Board's consent under and by virtue of clause 5(v) of the Apapa Town Planning Scheme (Western Area) 1953 Regulations 1954 register every such sublets with the Board within two months of the date of commencement thereof."

The lessee, namely, Imperial Chemical Industries (Export) Limited, with the consent of the respondent, transferred the demised property to I.C.I. (Nigeria) Limited, by a deed of assignment dated November 14, 1967, in consideration of the sum of £20,500. The deed of assignment was registered under Title No.MO.7147 on May 16, 1963 and effected an assignment to I.C.I. (Nigeria) Limited of all the les¬see's right, claim and interest in the residue of the term of ninety years created by the head-lease.

The sub-lessee, namely, I.C.I. (Nigeria) Limited thereafter agreed to assign its interest in the property to the appellant for the sum of N120,000.00. His solicitor therefore wrote Exhibit B to the respondent requesting the respondent's consent to the assignment. The respondent's Acting General Manager replied by Exhibit D on behalf of the respondent in the following terms:

“This is to bring to your attention the policy of the Corporation, which took ef¬fect from 1st April, 1972, and to which wide publicity had been given that -

  • 1
    In all cases of assignments, transfers, etc. the Corporation must be given the first offer to purchase.
  • 2
    That where the Corporation decides not to purchase such rights or interests of the lessee, the latter (the Vendor) shall pay outgoings on the proceeds of the sale at such rate being currently charged by the lessor at the time of the sale. Such rate as at present is 10 per cent on the gross proceeds in cases of industrial and commercial buildings, and 5 per cent for residential buildings.
  • 3
    The consent of the Corporation must first be received before any sublease, transfer assignment or before any payment is made or transaction concluded or put into effect in respect of properties which are subject of lease from the Corporation.

No consent of the Corporation will be given unless the above conditions are complied with."

The appellant disputed the respondent's contention that it was entitled to a right of pre-emption in respect of the residue of the term of years evidenced by Land Certificate No. MO.7147.

The first question raised was whether the respondent had a right of pre-emption in respect of the residue of a term of years granted by it and subsequently assigned to the appellant. The second question was whether the respondent had the right to demand from the appellant payment of 5% of the consideration or valuation of the land leased by the respondent upon a subsequent assignment to the appellant. The learned trial Judge decided the first of the two questions in favour of the appellant and the second against him. He accordingly appealed to the Supreme Court against the decision in the second question.

Issues

Whether a statutory body can impose a charge of a percentage of "outgoings”...

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