Conditions precedent — the list of items that must be satisfied before a transaction can close — are drafted with real precision as a legal matter but frequently fail as a project-management matter: nobody is assigned to own each condition, and no deadline forces the satisfaction of any of them before the parties are ready to close.
Every condition needs an owner and a date
A CP schedule listing “regulatory approval obtained” without specifying who is responsible for pursuing that approval, and by when, is a list of hopes rather than a closing plan. The transactions that close on schedule are the ones where each condition has a named owner and a tracked deadline from day one.
A condition precedent without an owner is a condition that will still be outstanding on the scheduled closing date.
Waiver mechanics matter as much as the conditions themselves
The agreement should specify clearly who can waive which conditions, and what happens if a condition is not satisfied by the long-stop date — automatic termination, an extension mechanism, or a renegotiation trigger. Silence on this point turns an unsatisfied condition into an ambiguous standoff.
Tracking, not just drafting
The best-drafted CP schedule still needs active project management through to closing — a weekly tracker against each condition, escalation when a deadline slips, and early warning to both sides when a genuine long-stop extension will be needed.
This note is general commentary on Nigerian legal practice and does not constitute legal advice or create a lawyer–client relationship. Outcomes depend on the specific facts and the applicable law at the time. For advice on a particular matter, speak with the firm.
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