UBA v. Tejumola & Sons Ltd: The Six Essentials of a Valid Lease

What This Case Is About

UBA and Tejumola & Sons Ltd went through months of lease negotiations over a property. They eventually put something together. But when the matter got to the Supreme Court, the court looked at the lease and found that it was missing the things every valid lease must have.

The duration was tied to an uncertain future event, not a fixed date. Nobody could say with certainty when the lease would end. That alone was enough to void it. On top of that, the court addressed what happens when parties who have already concluded their negotiations try to hide behind "subject to contract." The answer: nothing. The phrase does nothing at that point.

This case gives you the framework for identifying whether any lease is valid. Learn the essentials here and you will spot the issue in any problem question in under thirty seconds.

1. Certainty of Terms: Duration

The lease must have a definite commencement date and a definite end date, or at minimum a fixed duration from which you can calculate the end. This is the rule the court applied directly in UBA v. Tejumola.

The Supreme Court followed the English authority of Lace v. Chantler, where a lease expressed to run "for the duration of the war" was struck down. Nobody could say with certainty when the war would end. The same logic kills any lease whose duration is tied to an event that may or may not happen, or whose term is simply ambiguous.

The court put it plainly: a lease cannot enure in perpetuity. It must have an end point.

"Ascertainable" does not mean impossible to pin down in advance. It means tied to an event that is certain to occur. "Commencing when the Certificate of Occupancy is granted" can work because a C of O, once applied for, is bound to be granted or refused; see Okechukwu v. Onuorah. "Commencing when the first daughter of the family gets married" cannot work, because that marriage may never happen.

One more rule on duration: the leasehold interest granted must always be at least one day shorter than the interest held by the lessor. There must always be a reversionary interest remaining in the lessor. This is also why a lease cannot equal or exceed the lessor's own term.

Computation of Time

This comes up in problem questions. Know the difference:

• "Commencing ON" 1st January 2025: inclusive. The 1st of January counts. The lease ends on 31st December 2025, the day before the anniversary.
• "Commencing FROM" 1st January 2025: exclusive. The 1st of January does not count. Counting starts from the 2nd. The lease ends on 1st January 2026.

2. Certainty of Property

The property must be:

• In existence at the commencement date of the lease. UBA v. Tejumola.
• Identifiable and ascertainable.
• Adequately described with specific dimensions.

Describing the property as "a bungalow" or "a plot of land" without more is not sufficient. A person reading the lease who has never been to the property must be able to find it from the description alone. Vague descriptions void the lease.

3. Certainty of Parties

Per UBA v. Tejumola and Idowu v. Williams, the parties to a lease must be:

• Natural persons (human beings) or juristic persons (registered companies).
• Not minors; note that the age of maturity under the Land Use Act is 21 years, not 18.
• Not bankrupts or persons of unsound mind.
• Not unincorporated entities. Section 7 LUA.

This is a classic exam trap. If the problem question names the lessee as "OX Nigeria Enterprises" or "the Manager of OX Nigeria Ltd," those are not juristic persons. The lease is void on that ground alone. Only "OX Nigeria Ltd" as a properly registered company qualifies. See Yakubu v. Kaduna Carpet Ltd; Okechukwu v. Onuorah.

Always check the parties first. Look for: a business name without "Ltd" or "PLC," a partnership name (unless it is a Limited Liability Partnership), or a manager or individual described in a representative capacity for an unincorporated body.

4. "Subject to Contract": Of No Effect Once Negotiations Are Concluded

This point from UBA v. Tejumola also appears in Professional Ethics (the notes specifically cross-reference this case).

During negotiations, parties sometimes mark their correspondence "subject to contract" to signal that nothing is binding yet. That is legitimate at the negotiation stage. The problem arises when parties have already concluded their negotiations, reached the deal, and then one side tries to use that phrase to escape the agreement.

The court held that at that point, the phrase is of no effect. The parties are bound. "Subject to contract" cannot undo a completed agreement.

5. Exclusive Possession

The lessee must have the right to exclude everyone from the demised property, including the lessor, except where the deed specifically reserves the landlord's right to enter for repairs. Per Street v. Mount Ford, exclusive possession means occupation of the property personally or through an agent, proxy, or servant. Section 5(1) Law Contract Reforms; Walsh v. Lonsdale.

Note the distinction the examiners love:

• You can have exclusive possession without exclusive occupation. Mr A leases a flat to Mr B. Mr B lets his cousin live there. Mr B has exclusive possession. His cousin has exclusive occupation only.
• You can be in exclusive occupation without exclusive possession. A landlord who keeps interfering with the tenant's use of the property leaves the tenant with occupation, not possession.

What the law requires is exclusive possession. A document that does not confer exclusive possession is not a lease, whatever it is called.

6. Creation in Proper Form

Per Section 77(1) PCL and Sections 42-48 LRL Lagos:

• Lease for a term above three years: must be by deed.
• Lease for a term of three years or below: may be by simple written agreement under the hands of the parties. This is what we call a tenancy agreement.

The lease agreement must be in writing and must contain the intentions of the parties. Per Odutola v. Papersack Ltd.

One more distinction: in a lease, the essential date is the date of delivery (because a lease is created by deed). In a tenancy, the relevant date is the date of execution (because it is a simple contract).

Quick Reference for the Exam