Can a Purchaser Acquire Good Title From Someone Who Is Not the True Owner?

Buying property involves more than paying the agreed price and collecting documents. A purchaser must also establish that the seller owns the property or has lawful authority to transfer it.

What happens where a buyer pays honestly, signs an agreement and takes possession, only to discover that the seller was not the true owner?

Under Nigerian law, a purchaser generally cannot acquire a better title than the seller possesses. However, recognised legal exceptions may protect a purchaser in particular circumstances.

The General Rule: No One Can Give What They Do Not Have

The principle is expressed in the Latin maxim nemo dat quod non habet, meaning “no one can give what they do not have.”

Where a person has neither ownership nor authority to sell, that person ordinarily cannot transfer valid ownership to a purchaser. For sales of goods, this rule is reflected in section 21 of the Sale of Goods Act 1893, where applicable, and corresponding provisions of relevant state legislation. 

For example, if a person occupies another person’s land and sells it without authority, the purchaser’s payment does not, by itself, extinguish the true owner’s rights.

An honest purchase can still be a defective purchase.

Does Buying in Good Faith Protect the Purchaser?

Good faith matters, but it does not automatically cure the seller’s lack of title.

A purchaser may have paid the full price, obtained receipts and genuinely believed that the seller owned the property. Those circumstances alone do not establish that ownership passed.

It is particularly important to distinguish buying from someone with no title from acquiring a legal estate affected by an earlier equitable interest.

The doctrine of a bona fide purchaser of a legal estate for value without notice may protect a purchaser against certain earlier equitable interests. In Animashaun v. Olojo (1990) 6 NWLR (Pt. 154) 111, the Supreme Court considered this protection and the significance of notice. The doctrine is not a general licence to acquire another person’s property through an unauthorised seller. 

When Can a Non-Owner Lawfully Transfer Title?

A person need not personally own property to participate in a valid sale. The critical question is whether the person has legal authority to transfer it.

1. A Sale Authorised by the Owner

An owner may authorise an agent to sell on the owner’s behalf. Where the agent acts within that authority and the applicable legal requirements are satisfied, the purchaser may acquire valid title.

However, the purchaser should verify the authority. A seller’s description as an “agent,” “caretaker” or “family representative” does not establish a power to sell. For goods, the statutory rule expressly recognises sales made with the owner’s authority or consent. 

2. Where the Owner Is Prevented From Denying the Seller’s Authority

In appropriate circumstances, the true owner’s representation or conduct may prevent that owner from subsequently denying the seller’s authority. This is an application of estoppel.

The purchaser must establish the facts necessary for the doctrine to apply. Mere possession of the property by the seller does not automatically establish authority to dispose of it. Section 21 of the Sale of Goods Act recognises this qualification in relation to goods.

3. Specific Exceptions Relating to Goods

Sale-of-goods legislation recognises particular circumstances in which a purchaser may obtain good title despite a defect in the seller’s position.

These may include sales under a voidable title that has not yet been avoided, and certain dealings by sellers or buyers who remain in possession. Each exception has conditions, including requirements concerning good faith and notice. Their availability depends on the legislation applicable to the transaction.

Exceptions governing goods should not automatically be applied to land transactions. 

Why Land Purchasers Must Investigate the Root of Title

For land transactions, the purchaser should establish how the seller acquired the interest being offered and whether the preceding owners had valid title.

A deed, receipt or survey plan must be examined within that chain of ownership. A survey plan identifies the land; it does not, by itself, establish that the person presenting it owns the land.

Similarly, a Certificate of Occupancy should not be treated as an unquestionable answer to every ownership dispute. In Ogunleye v. Oni (1990) 2 NWLR (Pt. 135) 745, the Supreme Court explained that a certificate does not confer an otherwise nonexistent interest on a person without title or automatically defeat an existing valid interest. 

The appearance of official documentation cannot replace an investigation of the seller’s entitlement.

Special Caution: Family Land

A purchaser dealing with family land must verify both the family’s ownership and the authority of those selling.

Under the customary-law principles considered in Odukwe v. Ogunbiyi (1998), a sale by an ordinary family member without the necessary consent of the family head and principal members is void. By contrast, a sale by the family head acting for the family without the concurrence of principal members is generally voidable and may be challenged if the non-consenting members act promptly. The applicable custom and the capacity in which the seller acted remain important. 

A purchaser should therefore avoid assuming that every family member can sell family property merely because that person belongs to the family.

What Should a Purchaser Check Before Paying?

Practical due diligence should include:The seller’s identity and capacity: 

1. Is the seller acting personally for a company, for a family or under another legal authority?

2. The root and chain of title: How did the seller and previous owners acquire their interests

3. The property itself: Do the documents correspond with its location, boundaries and occupation

4. Relevant searches: Are there registered interests, mortgages, acquisition issues or other restrictions

5. Third-party claims: Does anyone occupy the property or assert an interest requiring investigation

6. Required approvals and documentation: What consents, execution formalities and registration steps apply?

These enquiries also matter when a purchaser seeks protection against earlier equitable interests. Courts have emphasised that a purchaser claiming absence of notice must make the usual and proper enquiries rather than ignore circumstances pointing to another person’s interest. 

What If the Purchase Has Already Been Completed?

A purchaser who discovers a title defect should obtain legal advice promptly and preserve the agreement, receipts, correspondence, title documents and evidence of the seller’s representations.

Depending on the facts, possible remedies may include recovery of the purchase price, damages for breach of contract or misrepresentation, and enforcement of contractual warranties or indemnities. Where fraud is suspected, the circumstances may also justify a complaint to the appropriate authorities.

The appropriate remedy depends on what the seller promised, the nature of the defect and the evidence available.

The central lesson is straightforward: before asking whether the price is attractive, establish whether the seller has the right to sell.

Disclaimer

This article provides general information on Nigerian law for public education. It does not constitute legal advice or create a solicitor–client relationship. The legal position depends on the property, applicable state legislation, customary law and circumstances of the transaction. Obtain independent legal advice before purchasing property or taking action concerning a disputed title.

About Sun Natha-Alade & Partners (SNATHAP)

Sun Natha-Alade & Partners (SNATHAP) is a law firm based in Ibadan, Oyo State, Nigeria, comprising Barristers, Solicitors, ADR Practitioners & Notaries Public. The firm advises and represents clients in property and real estate transactions, title investigations, land disputes, corporate and commercial matters, litigation and other legal matters.