How to Enforce a Joint Venture Agreement in Ogun State
Introduction
Joint ventures (JVs) are increasingly common in Ogun State’s rapidly growing real estate and commercial landscape. From large housing estate developments in Mowe and Sagamu to industrial park projects in Agbara, entrepreneurs, investors, and landowners are collaborating through Joint Venture Agreements to pool resources, share risks, and maximize profit.
Unfortunately, not every partnership ends successfully. Many joint ventures collapse due to breach of contract, mismanagement, fraud, or failure to perform agreed obligations. In such cases, one party — usually the landowner or investor — may need to enforce the joint venture agreement to recover investment, secure ownership rights, or compel performance.
This comprehensive guide by Chaman Law Firm, a leading property, corporate, and commercial law firm in Ogun and Lagos States, explains how to legally enforce a joint venture agreement in Ogun State — including the laws involved, practical steps, court processes, and preventive measures to avoid disputes.
What is a Joint Venture Agreement?
A Joint Venture Agreement (JVA) is a legally binding contract between two or more parties who agree to collaborate on a specific business project — usually for profit — while maintaining their individual identities.
In Ogun State’s property market, a JVA often involves a landowner and a developer agreeing that:
The landowner provides land;
The developer provides funding, building expertise, or marketing;
Both share profits or finished properties according to an agreed ratio.
Common ratios include 60:40, 70:30, or 50:50, depending on contribution and negotiation.
Legal Framework Governing Joint Ventures in Ogun State
Nigerian Contract Act, 1872 (as adopted) – Governs contractual obligations.
Companies and Allied Matters Act (CAMA), 2020 – Regulates incorporated joint ventures and partnerships.
Property and Conveyancing Law of Western Nigeria, 1959 – Applies to land transactions in Ogun State.
Land Use Act, 1978 – Governs land ownership and Governor’s Consent for transfers.
Ogun State Land Bureau Regulations – For registration and consent processing.
High Court of Ogun State (Civil Procedure) Rules, 2018 – Sets procedures for enforcement through litigation.
Arbitration and Conciliation Act, 2004 – Provides for enforcement of arbitration awards arising from JV disputes.
Key Elements of a Valid Joint Venture Agreement
A strong JVA should include:
Identities and addresses of all parties.
Clear description of the project or land.
Contributions (cash, land, expertise, materials).
Profit-sharing or property-sharing formula.
Timeline and project duration.
Dispute resolution clause (mediation, arbitration, or court).
Exit clauses and termination provisions.
Signatures, witnesses, and legal seal.
Without these essential terms, enforcing the agreement becomes more complex.
Common Causes of Joint Venture Disputes
Failure to fulfill obligations — e.g., developer not building as agreed.
Misappropriation of funds or materials.
Unauthorized sale of units or plots.
Non-remittance of agreed profit share.
Poor documentation or unregistered agreements.
Disagreement over valuation, design, or project timelines.
Fraudulent conduct or concealment of vital facts.
Types of Joint Ventures Common in Ogun State
Real Estate Joint Ventures – Between landowners and developers to build houses or estates.
Construction Joint Ventures – Between contractors and investors for project execution.
Commercial Joint Ventures – Between companies for business expansion in Ogun’s industrial zones.
Public-Private Partnerships (PPP) – Between government and private entities for infrastructure.
Each type has distinct legal considerations and enforcement methods.
Understanding Breach of Joint Venture Agreement
A breach occurs when one party fails to perform their contractual obligation without lawful excuse. Examples include:
Developer failing to commence or complete the project.
Landowner revoking access after developer has invested.
Developer selling more units than agreed or concealing proceeds.
Non-remittance of the landowner’s share.
Once a breach is established, the innocent party can pursue enforcement or damages.
How to Enforce a Joint Venture Agreement in Ogun State
1. Review the Agreement Thoroughly
Before taking action, consult your property or commercial lawyer to review the JVA. The lawyer will assess:
The existence of a valid and enforceable contract.
The obligations breached.
The available remedies under the agreement and applicable laws.
2. Gather All Supporting Evidence
You’ll need solid proof to enforce the JVA. Gather:
Signed agreements and any amendments.
Receipts, payment records, and bank transfers.
Correspondence (emails, letters, WhatsApp chats).
Site photographs or valuation reports.
Witness statements and legal opinions.
Evidence is critical both in court and in arbitration proceedings.
3. Issue a Demand or Notice of Breach
Through your lawyer, serve a formal demand letter notifying the defaulting party of their breach and requesting immediate compliance or remedy within a specified time (usually 7–14 days).
If the JVA includes a dispute resolution clause, you must comply with it before initiating litigation.
4. Explore Alternative Dispute Resolution (ADR)
Most JVAs include an arbitration or mediation clause to resolve disputes amicably before going to court.
Mediation can be initiated through the Ogun Multi-Door Courthouse (OMDC).
Arbitration can be conducted under the Arbitration and Conciliation Act.
ADR offers confidentiality, flexibility, and speed, especially for business-oriented partnerships.
5. File an Action in the High Court (If ADR Fails)
If ADR fails or the other party refuses to cooperate, your lawyer can file a civil action at the High Court of Ogun State.
Possible claims include:
Specific performance — Compelling the party to perform their obligations (e.g., deliver the land or share units).
Declaration of ownership or interest.
Damages for losses caused by the breach.
Injunction restraining unlawful acts such as illegal sale of property.
Restitution — Recovery of funds or land contributed to the venture.
6. Apply for an Injunction
If the developer or partner is attempting to sell or transfer assets while the dispute is pending, your lawyer can apply for an interim or interlocutory injunction to preserve the property.
This prevents dissipation of assets or sale to third parties.
7. Enforce Arbitration Awards or Settlement Agreements
If the dispute was resolved through arbitration or mediation, but the other party refuses to comply, you can enforce the award or settlement by filing a Motion to Enforce Arbitration Award in the High Court under Sections 31–32 of the Arbitration and Conciliation Act.
Once the court adopts it, the award becomes binding and enforceable as a judgment.
Legal Remedies Available Under a Joint Venture Agreement
Specific Performance – Court orders the defaulting partner to perform the contract terms.
Injunction – Prevents continued breach or sale of joint assets.
Damages – Monetary compensation for loss of profit or investment.
Rescission – Cancels the agreement and restores both parties to original positions.
Account of Profits – Court orders the defaulting partner to render financial accounts and share proceeds.
Restitution – Restores property or money wrongly retained.
Appointment of a Receiver/Manager – To take control of the project and protect interests.
Case Study: Joint Venture Dispute Between Landowner and Developer in Arepo
In 2021, a landowner entered a 60:40 real estate JVA with a developer to build duplexes in Arepo. The developer completed 12 units but sold all without remitting the landowner’s share.
Chaman Law Firm intervened, issuing a legal demand and filing an injunction to freeze further sales. After mediation under the Ogun Multi-Door Courthouse, the developer refunded ₦60 million and transferred two units to the landowner.
This case illustrates the power of early legal intervention and structured enforcement of JVA terms.
Key Provisions That Strengthen Enforceability
Proper Documentation: Written and duly executed contract.
Governor’s Consent: For any land transferred to the developer.
Registration: The JVA or Memorandum of Understanding (MOU) should be stamped and registered.
Clear Dispute Resolution Clause: To define how disputes will be settled.
Defined Exit Plan: To guide dissolution if the venture ends.
Criminal Implications of Breaching a JVA
Where a breach involves fraud, misrepresentation, or conversion of property, criminal charges can also be filed under:
Criminal Code Law of Ogun State (Sections 383–390) – Stealing or fraudulent conversion.
Advance Fee Fraud Act, 2006 – Obtaining property under false pretence.
Land Grabbing (Prohibition) Law, 2016 – Illegal sale or transfer of land.
Such cases may involve arrest, prosecution, and forfeiture of assets obtained through the fraudulent joint venture.
Frequently Asked Questions (FAQs)
Q1: Can I terminate a joint venture agreement in Ogun State?
Yes. If the other party breaches the agreement, you can terminate according to the contract terms or by court order.
Q2: What if there is no written JVA?
Verbal JVAs are difficult to enforce. However, payments, receipts, and correspondence may serve as evidence of an implied contract.
Q3: Can I go straight to court if the agreement has an arbitration clause?
No. You must first comply with the agreed arbitration procedure before going to court.
Q4: Can the government interfere in a private joint venture?
Only if the land involved violates planning or acquisition laws.
Q5: How long does it take to enforce a JVA in court?
Typically, 6–18 months, depending on the complexity and cooperation of parties.
Case Law References
Best (Nigeria) Ltd v. Blackwood Hodge (Nigeria) Ltd (2011) 5 NWLR (Pt. 1239) 95 — Joint venture agreements are enforceable where parties have clearly defined obligations.
Koiki v. Magnusson (1999) 8 NWLR (Pt. 615) 492 — Specific performance is available when monetary damages are insufficient.
U.B.N. v. Ozigi (1994) 3 NWLR (Pt. 333) 385 — Parties to a contract are bound by its terms.
These precedents support the right to enforce JVAs through court or arbitration in Ogun State.
Preventive Tips for Entering Joint Ventures in Ogun State
Engage a Property or Corporate Lawyer before signing.
Conduct due diligence on your partner’s financial and legal background.
Verify land title with the Ogun State Bureau of Lands.
Ensure the agreement is in writing and registered.
Include dispute resolution clauses and clear termination procedures.
Keep transparent financial records.
Periodically review compliance with the agreement’s milestones.
These steps help prevent future conflicts and make enforcement easier if disputes arise.
The Role of Lawyers in Joint Venture Enforcement
Lawyers play a critical role in:
Drafting and registering JVAs.
Conducting due diligence and title verification.
Advising on profit-sharing and tax implications.
Representing clients in ADR or court proceedings.
Filing injunctions, damages, and enforcement actions.
At Chaman Law Firm, we combine deep knowledge of property law, corporate law, and dispute resolution to protect our clients’ interests in joint ventures.
Challenges in Enforcing JVAs
Poor documentation or unsigned agreements.
Lack of written evidence of contributions.
Parties acting in bad faith or concealing profits.
Developers selling joint properties secretly.
Long court processes where ADR is not used.
However, with early legal intervention, these obstacles can be mitigated.
Conclusion
Joint ventures offer tremendous opportunities for real estate growth and wealth creation in Ogun State — but they must be handled with legal precision. When a dispute arises or one partner defaults, the law provides clear mechanisms for enforcing your rights and recovering your investment.
With the help of an experienced property and commercial lawyer, you can protect your interests, compel performance, or dissolve the venture fairly.
Remember: in business, a well-drafted and enforceable agreement is your strongest asset.
Call to Action
If your joint venture partner in Ogun State has breached your agreement, withheld profits, or sold properties without your consent, act immediately.
