A buyer who discovers a warranty breach post-completion in a Nigerian acquisition often finds the strongest obstacle to recovery is not the underlying facts, but the notice provision in the sale agreement — a short, strict window for notifying the seller of a claim that many buyers miss simply because they did not read it closely at signing.
The notice clause is the real gatekeeper
A warranty claim notified even a few days outside the contractual window can be entirely time-barred, regardless of the strength of the underlying claim. Buyers’ counsel need to calendar these deadlines from the day of signing, not from the day a problem is first suspected.
A valid warranty claim delivered late is, in the eyes of most Nigerian sale agreements, no claim at all.
Disclosure as the seller’s shield
A seller’s disclosure letter, properly drafted, can neutralise a warranty claim entirely — if the matter was fairly disclosed against the relevant warranty, the buyer generally cannot claim for it later, however material it turns out to be. Buyers need to scrutinise the disclosure letter as carefully as the warranties themselves.
Quantifying loss correctly
Warranty damages in Nigerian practice are generally assessed on the diminution in value of what was actually acquired versus what was warranted — not simply the cost of remedying the breach — and claims prepared without this distinction in mind are frequently under- or over-valued from the outset.
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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