Feature/OPED
Looking at the Savannah Bank vs Ajilo Legal Battle
By Benita Ayo
- The Facts of the Case
A deed of Mortgage was executed between Savannah Bank and Ajilo and upon default, Savannah Bank sought to sell the property involved in the mortgage by advertising the auction sale. When Ajilo became aware of the purported sale, he went to the High Court of Lagos to sue for declaration that the Deed of Mortgage was void and also that the Auction Notice was also void.
The major grounds upon which the action was brought were that, by section 22 of the Land Use Act, 1978, the consent of the Governor of Lagos State ought to be first sought and obtained and as no consent was sought and obtained, both the Deed of Mortgage and the Auction Notice were void.
The trial Court held that failure to obtain the required consent of the Governor under S. 22 of the Act has rendered the Deed of Mortgage null and void and the mortgage transaction is illegal.
Upon an appeal at the Court of Appeal by Savannah Bank, the Court held that every right holder whether under S. 34 or S. 36 of the Land Use Act requires the consent of the Governor before he can transfer, mortgage or otherwise dispose of his interest in the Right of Occupancy. The Appeal was thus dismissed.
On further Appeal at the Supreme Court, the above position was affirmed with the Appeal dismissed.
- COMMENTS
2.2 PRINCIPLE
The general principle of law in respect of alienation of interest in property was actually derived from the provisions of Section 22 Land Use Act, 1978 which provides that;
“It shall not be lawful for a holder of statutory Right of Occupancy granted by the Governor to alienate his Right of Occupancy or any part thereof by Assignment, Mortgage, Transfer of possession, sublease or otherwise howsoever without the consent of the Governor first had and obtained”.
The above provision was later on interpreted in the case of Savannah Bank v. Ajilo which became the locus classicus for the legal principle that “Where a holder desires to alienate his interest in a Certificate of Occupancy, he must first obtain the Governor’s consent to make such transfer valid according to S. 22 of the Land Use Act….”
- APPLICATION OF THE PRINCIPLE ON VARIOUS CASES
The principal statute regulating land tenure system in Nigeria being the Land Use Act conferred the ownership of Land in the Federation on the Governor of each State.
The implication of this is that Freehold title to land becomes abolished with the State Government holding all Land in the State in trust for the citizens. Thus, anyone seeking to acquire interest in any landed property or seeking to alienate same by way of Assignment, Lease or Mortgage must do so after seeking and obtaining the consent of the State Governor. See S. 22 Land Use Act.
The principle has been applied by the courts in a plethora of cases some of which will be briefly discussed below.
- IMPLICATION FOR NON-COMPLIANCE
Failure to seek and obtain the requisite consent renders such transaction invalid. This was the butt of the matter in the instant case of Savannah Bank v. Ajilo which facts of the case as well as the final judicial pronouncements were stated above.
As stated earlier on, the Courts have applied the principle in the Ajilo’s case in some cases such as HARUNA v. YARO (2016) LPELR-41554 (CA) where the Court held that;
“On the issue of Governor’s consent, it is correct that the combined effect of Sections 22 and 26 of the Land Use Act is to render null and void any alienation or transfer of a Right of Occupancy or interest or right there under without the consent of the Governor first had and obtained”.
In yet another case of SIMM COMPUTER RESOURCES LTD & ANOR v. FIRST INLAND BANK (2016) LPELR-40493 (CA) the Court decided that,
“The alienation of a right in a Certificate of Occupancy under the Land Use Act is clearly covered by Section 22 of the Act. it provides as follows:
“It shall not be lawful for the holder of a statutory Right of Occupancy granted by the Governor to alienate his Right of Occupancy or any part thereof by assignment, mortgage, transfer of possession, sublease or otherwise without the consent of the Governor first had and obtained.”
Another relevant provision is Section 26 of the Land Use Act which says:
“Any transaction or any instrument which purports to confer on or rest in any person any interest or right over land other than in accordance with the provision of this Act shall be null and void.”
These provisions are clear and straight forward and therefore ought to be given their literal interpretation or meaning. The Section has received judicial attention in a plethora of cases and the locus classicus is the case of SAVANNAH BANK OF NIGERIA LTD v. AMMEL. O. AJILO (1989) 1 NWLR (pt. 97) 254 wherein the Court held that where a holder desires to alienate his interest in a Certificate of Occupancy, he must first obtain the Governor’s consent to make such transfer valid according to Section 22 of the Land Use Act. …………. The Supreme Court in the case of I.T.I. v. ADEREMI (1999) 6 SCNJ 1 held that there are two stages to alienation of interest in Land and they are;
- The holder may enter into a contract of sale of his right, at that stage he does not need the Governor’s consent.
- The second stage is that of alienating the right that is the stage when he assigns his right by a deed of assignment, to now vest the legal estate in the purchaser, and he needs the Governor’s consent to make the transaction valid.”
- EXCEPTIONS OR CURRENT LEGAL POSITION IN VIEW OF SAVANNAH BANK v. AJILO
It is viewed from a different standpoint that the legal stance in Savannah Bank v. Ajilo rather promotes sharp practices such as a party benefitting from his own wrong.
This was exactly the situation in Savannah Bank v. Ajilo where the Defendant in this case sought to prevent the Plaintiff from selling off the mortgaged property in an auction sale by invoking the provisions of Section 22 Land Use Act, 1978.
While still conceding the fact that where a person in alienating his interest in property must seek the consent of the State Governor in order for such alienation to be valid, the failure to obtain the said consent before executing the Deed of Conveyance does not in itself invalidate the transaction. It only makes the transaction inchoate or incomplete.
See for instance the case of HARUNA v. BANK OF AGRICULTURE LTD & ORS (2016) LPELR-40467 (CA) where the Court concluded that,
“The Courts have held that there is nothing in the Land Use Act preventing the execution of an instrument before the consent of the Governor is obtained. It simply means that the agreement entered into is inchoate (Incomplete) until the Governor’s consent is sought and obtained.”
Also in YARO v. AREWA CONSTRUCTION LTD & ORS (2007) LPELR-3516 (SC), it was held that;
“The 3rd Respondent has raised the question of Section 22 of Land Use Act, concisely, the section requires that Governor’s consent to the mortgage deal has to be first had and obtained otherwise the contract is void. I think with respect that the 3rd Respondent’s objection is lame in that as decided in Awojugbagbe v. Chinukwe & Anor (Supra), it is after the mortgage has been executed that obtaining of the Governor’s consent falls due. It is normally after the parties have agreed that the Deed of Assignment is prepared and sent for Governor’s consent. The instant mortgage therefore has not fallen foul of Section 22 of the Land Use Decree.”
In practice, whenever interest in property is transferred from the owner to a buyer, the relevant Deed of Conveyance is prepared and executed between the parties prior to obtaining the consent of the State Governor. The courts have held that this procedure does not invalidate the transaction but rather, no interest has yet passed to the buyer.
See the case of AWOJUGBAGBE LIGHT INDUSTRIES LTD v. CHINUKWE & ANOR (1995) LPLER-650 (SC) for instance where the Supreme Court held that;
“A close study of Section 22(2) of the Land Use Act clearly confirms that it does recognise cases where some form of written agreement or instrument executed in evidence of the relevant transaction is submitted to the Governor in order that the necessary consent under Section 22(1) may be signified by endorsement thereon. This being so, I do not conceive that it can be argued with any degree of seriousness that there is anything unlawful in the entering into or execution of Exhibit E before the Governor’s consent was obtained as this procedure is expressly covered by Section 22 (2) of the Land Use Act. The legal consequence that arises in such a situation is that no interest in land passes under the agreement until the necessary consent is obtained. Such an agreement so executed becomes inchoate until the consent of the governor is obtained after which it can be said to be complete and fully effective. I am therefore of the firm view that Section 22 (1) of the Land Use Act prohibits the alienation of a Right of Occupancy without the consent of the governor first had and obtained but does not prohibit agreement to alienate or in respect of terms and conditions for the purpose of effecting such alienation if and when the Governor gives his consent to the transaction in issue.”
CONCLUSION
Finally, it has been discussed that a party seeking to alienate his interest in property whether in part or in whole as is the cases with Assignment, Leases or Mortgage, must first seek and obtain the consent of the State Governor. This does not however mean that he cannot execute a document evidencing the transaction as could be gleaned from the aforementioned authorities. See HARUNA v. BANK OF AGRICULTURE LTD & ORS (SUPRA).
However, what this implies is that notwithstanding the execution of a document of conveyance, the transfer is incomplete until the requisite consent is sought and had and this is usually in practice done by endorsement in the column for it within the document of conveyance.
Finally, the implication of a party’s failure to seek and obtain the Governor’s consent in property transactions according to the aforementioned case of HARUNA (SUPRA) is that the transaction is incomplete rather than null and void as was the case in Savannah Bank v. Ajilo. It is only where the transaction has been perfected (Consent sought and obtained) will the transaction be complete.
Benita Ayo is a legal practitioner based in Lagos and be contacted on WhatsApp: 08063775768 or email: [email protected].
By Shmuel Ja’Mba Abm
In a report filed by The Business Standard on August 8, 2026, India, the current BRICS chair, opposes a proposal for a common currency to counter the US dollar.
The Indian Commerce Minister, Piyush Goyal, told reporters in Jaipur, Rajasthan, northwestern India, after a two-day BRICS trade and industry meeting, that India was not in favour of a BRICS currency. He added that India did not support the introduction of any such BRICS currency scheme.
It is good these things are showing signs at this early stage of attempts by BRICS member countries to crystallise a research finding published by a British economist at Goldman Sachs, Jim O’Neil, in 2001.
None of the leaders and country members of BRICS ever conceived on record the formation of such an economic or political bloc until the research publication, which spurred leaders of the mentioned countries to marshal resources and begin a dialogue of formalisation.
The current membership that started involuntarily with just Brazil, Russia, India, and China as a concept published by a research economist, that later included South Africa, now has 10 members – Brazil, Russia, India, China, South Africa, Egypt, Ethiopia, Iran, United Arab Emirates, and Indonesia.
Belarus, Bolivia, Cuba, Kazakhstan, Malaysia, Nigeria, Thailand, Uganda, Uzbekistan, and Vietnam are designated partner countries that participate in framework meetings without full voting rights.
Originally, the publication by Jim O’Neil wasn’t intended or proposed as a vehicle for the political grouping that has drawn the attention of the rest of the world, as mentioned members took a step further from the appraisal or assessment paper to coalesce into a political force overflowing its original boundaries today.
For the above reasons, the initial step of early contacts was to take advantage of things in common in member countries for the stimulation of economic growth and global prosperity. At that stage, suspicions were managed, and plans didn’t consider historical political differences and disagreements as grounds for suspicion or discontinuation of cooperation.
Of course, China and India had trust issues over decades of border disputes. And in the early stages of heightened escalations of the Russian-Ukrainian relationship when India offered to mediate and broker for ceasefire and eventual peace, Russia wasn’t sceptical but took steps to host the Indian Prime Minister, Narendra Modi.
But at the back of the mind of the Russian-Indian relationship, history was revealing about betrayals, especially after what the country endured in assassinations of leading members of the Indian National Congress, that killed Indira Gandhi and swept her son, Rajiv Gandhi, and thereafter ravaged the family dynasty with threats of violence.
These paved the way for the emergence of the Bharatiya Janata Party, a Hindu nationalist party, and its leader, Narendra Modi. The BJP is not directly responsible for the intimidation and violent campaign against the INC, a close former Soviet-era ally of Russia, but a beneficiary. There are grounds to suspect a frosty relationship with Russia, although concealed in diplomatic niceties and global market dynamics of cross-border business and trade.
India turned into the redistribution hub of Russian discounted grains and oil supplies as a third country, after sanctions were imposed on Russia in what Russia described as demilitarisation and denazification special operations in Ukraine.
India is considered by Western powers as a democracy. It was once a British colony, gaining independence on August 15, 1947. It is also a member of the British Commonwealth of Nations. On a normal day, it doesn’t add or take away anything. But under these circumstances, these are serious factors to consider in arriving at a decision.
Be it as it may, China and Russia have found their way out in world trade, bypassing SWIFT. China operates the Cross-border Inter-bank Payment System, whilst Russia is running the System for Transfer of Financial Messages (SPFS). India has IMPS and NEFT. In principle, these payment systems bypass SWIFT and the US dollar, nonetheless.
As the world waits to hear India back its dissenting views with supporting facts, world trade will never remain the same again.
Shmuel Ja’Mba Abm has extensive scholarly publications that establish him as a leading academic expert in regional geopolitical dynamics and diplomatic relations in Africa. Author of e-monographs on geopolitics, ethnic conflicts, and political philosophy.
Feature/OPED
What Dangote’s Reported $40bn Private-Placement Valuation Could Mean for Nigerian Investors, NGX
Dangote Petroleum Refinery could become an unusually large part of Nigeria’s stock market if its eventual IPO valuation is close to the roughly $40 billion implied by a recent private placement.
EBC Financial Group (EBC) highlights that this would value the refinery at about N54.63 trillion, using the Central Bank of Nigeria (CBN) Nigerian Foreign Exchange Market rate of N1,365.6856 per USD on August 7. Against the N158.513 trillion value of companies listed on the Nigerian Exchange (NGX) on the same date, adding the refinery at that value would produce a market worth about N213.14 trillion, with Dangote Refinery accounting for 25.6%.
This scenario assumes the full $40 billion equity value is reflected in NGX market capitalisation and other listed company values remain unchanged. At that size, movements in the company could become highly visible across the Nigerian equity market, although its actual influence on NGX indices may depend on the shares available for public trading and the relevant index rules.
David Precious, Senior Market Analyst at EBC Financial Group, said: “If Dangote Refinery entered the Nigerian Exchange at close to a $40 billion valuation, it could account for roughly one-quarter of the resulting NGX market value. If that valuation is difficult to support, few shares are available for public trading, or investors need to reduce other Nigerian holdings to participate, the effects could extend across Nigeria’s equity market, including existing NGX-listed companies and their shareholders.”
A Private Transaction Can Indicate Value, but Public Investors Need Financial Evidence
Based on the private transaction, $40 billion provides an indication of Dangote Refinery’s value, but it does not establish the eventual IPO price. Details published on August 4 said a $2.5 billion private placement for a 6% stake implied a valuation of roughly $40 billion. The proposed initial public offering (IPO) was reported to target about $5 billion, while the eventual IPO valuation and percentage offered to the public were not disclosed. This is important as a private transaction may produce a different valuation from the price a broad group of public investors is prepared to accept.
For context, public equity market values cited alongside the transaction were about $12 billion for Türkiye’s Tupras and $16 billion for US-listed HF Sinclair. The Dangote figure is about 3.3 times Tupras and 2.5 times HF Sinclair. They are not direct comparisons because profitability, debt, operations and growth plans differ. The gap nevertheless increases the need for audited earnings, cash flow, debt and investment plans that explain what supports the higher valuation.
The reported $5 billion fundraising target is equivalent to about N6.83 trillion at the August 7 exchange rate, or approximately 4.3% of the N158.513 trillion existing NGX market value. Proposed $5 billion raise. If new Nigerian or foreign money funds the offer, the pool of capital invested in Nigerian equities could expand. If investors sell current holdings to participate, capital could instead move away from other listed companies.
Publicly Tradable Shares and New Investment Could Shape the Wider Market Impact
NGX rules show why total company value does not tell investors how much stock they can actually trade. Main Board companies can qualify through either 20% public ownership held by at least 300 shareholders or publicly tradable shares worth at least N20 billion. The Premium Board value alternative is N40 billion. Holdings controlled by promoters, directors and close relatives, government, or strategic investors owning at least 5% are excluded from qualifying public shares.
This means a company worth tens of trillions of naira could still have a much smaller amount of stock available for regular trading if ownership remains concentrated. The key issue is therefore how much of Dangote Refinery becomes accessible to public investors and how widely those shares are held.
Regional investment could also affect the outcome. Details published on 4 August indicated engagement involving South Africa, Kenya, Egypt, Ghana and Rwanda, including possible Kenyan participation of up to $500 million, although no allocations were confirmed. The Johannesburg Stock Exchange separately said Dangote Group had shown strong intent to pursue a South African listing after Nigeria. Regional participation in the Nigerian offer could bring new capital directly into Nigerian equities. A later South African listing could broaden access but would not itself increase money raised through the Nigerian IPO.
Pension funds face the same question of capital allocation. The National Pension Commission (PenCom) waived the usual existence, profitability and dividend requirements so Pension Fund Administrators can consider the IPO, while retaining internal investment policies, risk-management requirements and duties to contributors and retirees. PenCom Circular on Dangote Refiner. PenCom states that the dispensation is exceptional, one-off and specific to this proposed IPO.
Pension funds held N5.907 trillion in domestic ordinary shares at the end of June, compared with the offer’s approximately N6.83 trillion equivalent. This does not imply pension funds would finance the offer. It shows why managers must consider exposure to one company and whether participation requires reducing other investments.
Precious added, “Dangote being listed could become a turning point for Nigeria’s equity market if it brings wider public ownership and additional African capital. Investors still need clear evidence supporting the valuation, clarity on how much of the company they can trade and an explanation of where the money raised will go. Those answers will determine whether the listing expands the Nigerian equity market or concentrates more investment around one company.”
An approved prospectus should clarify the valuation, shares offered, public ownership and use of proceeds. The Securities and Exchange Commission (SEC) said on June 23 that no IPO application had then been filed or approved and ordered unauthorised pre-marketing to stop. Details published on 4 August later said an IPO application had been submitted, with regulatory approval expected in the following weeks. Until final terms are disclosed, the test for Nigeria is whether the listing combines a supportable valuation with broad public ownership and genuinely additional investment.
Feature/OPED
Moving the Stablecoin Conversation From Hype to Utility in Africa’s Next Payments Evolution
By Rajat Mishra
For much of the past decade, discussions around stablecoins have been dominated by cryptocurrency speculation. Increasingly, however, stablecoins are emerging as practical financial infrastructure for moving money across borders, managing liquidity and improving payment efficiency.
The real opportunity lies not in choosing between traditional finance and digital assets, but in building an integrated financial ecosystem where both work together to improve efficiency, broaden financial access and deepen economic connectivity across the continent.
Despite significant advances in financial inclusion and digital payments, moving money across African borders remains far more difficult than it should be. Businesses continue to face challenges when making cross-border payments. Fragmented payment networks, multiple intermediaries, and lengthy settlement processes increase costs and create operational inefficiencies.
Remittance providers, the specialised financial services that millions rely on to send money home, face many of the same structural challenges. These providers play a critical role across the continent. In fact, 19 of Africa’s 54 countries receive remittance inflows equivalent to at least 4% of their GDP. Yet Africa remains the world’s most expensive region to send money to.
These challenges are not a reflection of remittance providers themselves, but of the fragmented banking and settlement infrastructure underpinning international money movement. Financial institutions must often manage liquidity across multiple disconnected currency markets while relying on complex correspondent banking networks and clearing systems. The result is higher costs, slower settlements, and capital that remains unnecessarily locked up.
One of the most immediate opportunities for stablecoins lies in improving cross-border settlement. Consider a Kenyan business importing goods from South Africa. Under traditional settlement models, payments often pass through multiple correspondent banking relationships, involve several foreign exchange conversions, and can take days before funds reach the intended recipient.
Stablecoin-enabled settlement rails have the potential to reduce much of this friction by enabling value to move more efficiently between financial institutions across markets. The result can be shorter settlement times, greater transparency and improved predictability for businesses operating across borders.
The benefits extend well beyond businesses. For millions of Africans working abroad, remittances remain a financial lifeline, helping families pay school fees, healthcare costs and daily living expenses. Yet sending money home often involves navigating a complex chain of money transfer operators, correspondent banks, and local payout partners, with each additional layer introducing costs and delays.
Stablecoins can help streamline the backend movement of funds between institutional participants, reducing settlement costs and improving efficiency across the value chain.
For end users, the advantage is simplicity. Recipients do not need to interact with, or even understand stablecoins directly. They continue to receive money through familiar, trusted channels, whether a local bank account or mobile money wallet, only faster and at a lower cost.
Beyond payments, stablecoins also address one of the less visible but most significant challenges in cross-border finance: liquidity management. Financial institutions operating across multiple markets must constantly ensure they have sufficient funds in the right currency, in the right jurisdiction and at the right time. Today, this often requires pre-funding accounts across multiple countries, a costly practice that traps large amounts of capital and limits financial flexibility.
Stablecoins introduce a new model for moving value across borders in near real time, enabling institutions to manage liquidity dynamically as demand arises. This can reduce the need for large pre-funded balances, improve treasury efficiency and free up capital that can be deployed more productively. Ultimately, these efficiencies can translate into faster settlements, lower costs, and better services for businesses and consumers alike.
However, the true value of stablecoins will not come from isolated blockchain networks operating independently of existing financial systems. Their long-term impact will depend on how effectively they integrate with banks, mobile money platforms, payment service providers and existing payment infrastructure. Interoperability will be critical to ensuring payment flows move seamlessly between systems, markets and currencies. The goal should be to strengthen and modernise today’s payment ecosystem, not replace it.
From experiment to infrastructure: what global moves are telling us
Some of the clearest signals that stablecoins are moving from experimentation to infrastructure are coming from card networks. Mastercard’s reported agreement to acquire BVNK, valued at up to $1.8 billion, points to a strategic investment in the settlement layer connecting stablecoin rails with traditional banking and reflects growing institutional confidence in stablecoin-enabled cross-border payments.
Visa’s expansion of stablecoin-backed cards through Stripe’s Bridge to more than 100 countries reflects a complementary strategy. Rather than acquiring infrastructure outright, Visa is leveraging its existing global network as the final distribution layer for stablecoin-funded payments.
The inclusion of African markets is particularly significant. It signals growing confidence that stablecoin-backed payment instruments can operate alongside, and in some cases complement, the mobile money ecosystems that already dominate wallet-based payments across much of the continent.
Taken together, these developments point to a broader shift. Card payment networks are moving from observing the stablecoin conversation to investing directly in the infrastructure that underpins it. For Africa, the implication is not that stablecoins will replace existing payment rails, but that success will increasingly belong to institutions capable of orchestrating multiple settlement rails – cards, bank transfers, mobile money and stablecoins- within a unified, interoperable ecosystem. Local market expertise, regulatory relationships and last-mile distribution will remain decisive competitive advantages.
Building for scale through trust and regulation
But despite their potential, stablecoins cannot operate outside the boundaries of regulated financial systems. Their long-term viability across Africa depends on clear regulatory frameworks, robust compliance standards and trusted infrastructure that supports transparency, risk management and consumer protection.
We are already seeing this evolution. In markets such as South Africa, institutions facilitating cross-border settlements must navigate increasingly sophisticated regulatory requirements, including approvals for certain offshore crypto-related activities. Globally, initiatives such as the OECD’s Crypto-Asset Reporting Framework (CARF) and expanded Travel Rule obligations are raising expectations around reporting, tax transparency and compliance.
These developments reinforce a simple reality: stablecoin infrastructure does not reduce compliance obligations. It raises the bar for governance, transparency and institutional risk management. The objective is not to bypass regulation, but to build interoperable payment systems that can innovate confidently within it.
From the edges to the plumbing
The stablecoin conversation is steadily moving beyond speculation and towards practical implementation. What once sat at the edges of the payments debate is becoming part of the plumbing of cross-border finance rather than a parallel system to it.
The question is no longer whether stablecoins have a role to play in payments. The question is where they deliver the greatest value. In Africa, that value is increasingly clear: faster settlement, improved liquidity efficiency and more connected cross-border commerce. The winners will not be those that replace existing financial systems, but those that successfully connect stablecoin rails with the banks, mobile money networks and payment providers that already power the continent’s economy.
For pan-African payment networks such as Onafriq, the priority is ensuring that emerging technologies complement the financial infrastructure businesses and consumers already trust, rather than introducing new layers of complexity.
The opportunity lies in connecting stablecoin settlement with banks, mobile money networks and payment providers, ensuring the benefits of this new infrastructure deliver tangible outcomes for African businesses and consumers.
Rajat Mishra is the CPO for Network Product & Deputy Group CPIO at Onafriq
