A Developer Had Done Almost Everything Right. Until This Happened

The brochures had already been printed.

The project had a name that was beginning to generate attention online and media houses in Lagos. Marketing had started. Work on site had already started. From every angle, it looked like another promising off-plan development.

The developer had done what many developers do. They had bought the land, engaged consultants, contractors and invested heavily in bringing the project to market. They had also engaged lawyers, so as far as they were concerned, the legal side of the project had been dealt with.

Then a prospective buyer walked into our office carrying one of the brochures.

“I’d like to buy one of these units,” he said.

Like every property transaction we handle, we asked for the title documents before giving any legal advice. At that point, everyone expected the process to be straightforward.

It wasn’t.

As we reviewed the documents, certain issues started to come up. None of them had anything to do with the design of the building or the quality of the development itself. They related to the legal foundation of the project.

When we reached out to the developers, they genuinely believed everything was in order. From their perspective, nothing was wrong. But what a developer considers “good enough” and what a serious buyer’s lawyer is prepared to accept are often two very different things.

That difference cost them a sale.

The Building Was Never the Problem

One thing I’ve learnt from representing sophisticated real estate investors is that they rarely walk away over surface looks. If they like the location, the practical floor plan and the numbers make sense, they usually want the deal to work.

What causes hesitation is uncertainty. The moment legal questions begin to outweigh clear answers, confidence starts to disappear and once this happens, investors notice. There is a Yoruba saying that once a wall starts to crack, everyone passing by begins to wonder when it will fall.

That is exactly what happened here.

From one request for clarification to another meeting asking for further documents. Delay in closing started to creep in.

Every response from the developers began to raise another question from us. “Is there something here that we still don’t know?”

And once that kind of question enters any serious investor’s mind, confidence rarely ever remains the same for the developer.

While some of the issues remained without solution, other issues were met with assurances that everything would be fine.

“We’ll Give an Indemnity”

When the clear answers didn’t come and our questions were unanswered, their fallback response was “we’ll provide an indemnity.”

The problem was this: our client wasn’t buying an indemnity. He was buying a property.

On paper, an indemnity sounds reassuring. But in reality, it does not remove the legal problem. It simply promises that if the problem eventually causes loss, someone will compensate for it.

But no developer begins a project expecting to refund investors years later. No investor buys property hoping to spend years enforcing an indemnity through the courts. And no one can predict what the future holds.

Businesses change.

People move on.

Companies are restructured.

Financial circumstances change.

An indemnity is only as valuable as the ability and willingness of the person giving it to honour it when the time comes.

That is why experienced property lawyers do not treat an indemnity as a substitute for getting the legal foundation right from the beginning.

It is only a safety net. It should never become the foundation itself.

This Is Where Many Developers Get It Wrong

One thing stood out to me throughout the transaction.

The developers weren’t trying to hide anything. They genuinely believed they had done everything legally necessary before launching the project.

And that is what makes situations like this particularly unfortunate. Sometimes, the issue isn’t that a developer ignored legal advice. The issue is that they never received the right legal advice in the first place.

There is a difference.

Real estate law is a specialised area of practice. A lawyer may be excellent at corporate transactions, litigation or commercial drafting and still miss issues that an experienced property lawyer would immediately recognise.

That is not a criticism of lawyers generally. It is simply the reality that different areas of practice require different experience.

The greatest value a property lawyer brings is helping to identify legal issues before they become commercial problems.

Also read The Role of Property Lawyers in Real Estate Transactions

That doesn’t necessarily mean every issue can be eliminated. Some risks are part of doing business. What matters is identifying them early, understanding their impact and deciding how best to manage them before they affect investor confidence. That is very different from discovering them after buyers have started making commitments.

By the time those legal issues now surface:

The brochures would have been printed;

Construction would have begun;

Marketing would have been in full force;

Prospective buyers would have started making enquiries.

And instead of focusing on closing transactions, everyone is now trying to explain legal issues that should ideally have been dealt with much earlier.

The Cost Is Usually Bigger Than a Lawsuit

Yes, Litigation is certainly one possibility. But in my experience, the damage often starts much earlier. Once legal issues start to surface, investors walk away, and when one walks, his actions may influence the others.

What Developers do not know is that sophisticated investors do not only assess the project. They assess the developer. They want to know whether the developer has built the project on a solid legal foundation or simply hoped that unresolved issues would never become a problem.

The fact is reputation is difficult to build and yet, surprisingly easy to lose.

A transaction that falls apart because of avoidable legal issues does not just affect one sale. It can affect future opportunities, future partnerships and the confidence the market has in the developer.

That is why getting the legal work right at the beginning is not simply about avoiding disputes.

It is part of protecting the business itself.

A Good Project Deserves a Strong Legal Foundation

The project we reviewed had real potential.

The location was attractive.

The concept made commercial sense.

The developer had clearly invested significant time and money into making it a success. Unfortunately, those efforts were overshadowed by legal issues that could have been identified much earlier.

That experience reinforced something I have always believed.

A beautiful development will attract attention, but a solid legal foundation is what gives buyers the confidence to proceed.

Conclusion

Developers often spend months planning projects. They carefully select architects, engineers, contractors and marketing teams because they understand that each professional brings specialist knowledge.

The same approach should apply to legal advisers.

Engaging the right property lawyer isn’t simply about preparing documents. It’s about ensuring that when serious buyers and their advisers review the project, the legal foundation is as strong as the building itself.

Because in off-plan developments, confidence is part of what you’re selling. And confidence is much easier to build before launch than after questions begin.

Need Legal Support for Your Development?

If you are launching an off-plan development in Lagos or across South-West Nigeria, getting your legal setup right from day one is non-negotiable.

​Schedule a Strategic Advisory Session with Charis Legal Practice to audit your paperwork, protect your market reputation, and close deals with serious buyers without unnecessary delays.

​Our goal is simple: identify legal risks early, build an unassailable legal foundation, and ensure you have clear answers when sophisticated investors ask hard questions. If you are ready to get started, click here. Happy reading!

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.