In 1952, two men shook hands, or rather, signed a lease, over a piece of property. Seventy years, a fixed rent, and the ordinary expectations of landlord and tenant. Neither man could have imagined that decades later, their children and grandchildren would be locked in a courtroom battle over that same agreement, one side claiming they never even knew the lease existed, the other pointing to 36 unbroken years of unpaid rent.
Thirty-six years. That’s how long the Appellants allegedly went without paying a single reserved rent under a lease their own late father had signed, and their defence was almost disarmingly simple: nobody told them. No demand notice, no letter, no reminder. Surely, they argued, a landlord cannot simply let decades pass in silence and then show up in court demanding forfeiture without ever having asked to be paid? They however offered to pay the arrears in a bid to avoid forfeiture, but the Respondent will not have it.
The answer the Court of Appeal gave cuts to something every party to a contract, and every heir who inherits one, needs to understand: agreements do not expire simply because the people who signed them do, and sometimes, the very words parties agreed to decades ago can dispense with protections the law would otherwise offer.
Case Title
Ajanaku v. Adeyemi & Ors. (2026) LPELR-84344(CA)
Name of Justices
Biobele Abraham Georgewill JCA
Binta Fatima Zubairu JCA
Fadawu Umaru JCA
Issues for Determination
In the course of determining the case, the Court decided these two legal issues:
Whether covenants in a lease are binding on successors-in-title
And
Whether service of a notice of demand for payment of rent is a precondition for an action for forfeiture of lease; instance(s) where such notice will be dispensed with
Summary of Facts- The Forgotten Lease
The dispute traced back to a lease agreement dated 17th March 1952, between the late fathers of both the Respondents and the Appellants, covering land along what is now Elizabeth/Mokola Road, Ibadan. The lease ran for a term of 70 years, with rent of €25 payable every ten years. The original Lessee died in 1982, the original Lessor in 1986. According to the Respondents, who stepped in as Administrators of the Lessor’s estate, the Appellants (Executors and Beneficiaries of the Lessee’s estate) had not paid a kobo in reserved rent since 1986, prompting them to sue for forfeiture of the lease, along with ₦50,000,000 in damages for subletting part of the land without consent.
The Appellants told a starkly different story. They claimed they had no idea any lease existed at all, having received no letter or correspondence about it since their father’s death in 1982, and only learned of the leasehold when they were served with the Respondents’ Writ of Summons. They counterclaimed, but the trial Court sided fully with the Respondents, granting all their claims and dismissing the Appellants’ counterclaim for lacking merit. Dissatisfied, the Appellants appealed.
“You Did Not Ask; You Cannot Sue”: The Appellant’s Submission
The Appellants’ entire case turned on one argument: notice, or the absence of it. They submitted that a formal demand for rent is a condition precedent to any action for forfeiture, and since they were never served any notice demanding payment at any point after their father’s death, the Respondents’ suit was both premature and incompetent. They pushed further still, arguing that the lower Court erred in ordering forfeiture without any evidence that the Respondents had served the statutory notices required by law, notices specifying the breach and, where the breach was remediable, giving the Lessee a chance to correct it. Without such notice, they contended, the entire suit collapsed for failing to meet a legal precondition, and the appeal ought to be allowed on that basis alone.
“You Already Agreed to This”: The Respondents’ Submission
The Respondents countered that the demand notice the Appellants insisted on was never necessary in the first place. They relied on Section 161(10) of the Property and Conveyance Law of Oyo State, an exception to the general rule, which permits a Lessor to sue for forfeiture without first serving a formal demand notice, where the circumstances justify it. More decisively, they pointed to Clause 3 of the lease itself, which expressly gave the Lessor a right to re-enter and determine the lease upon non-payment of rent, whether or not any demand notice was served. In their view, the parties had already agreed, back in 1952, to dispense with the notice requirement entirely, making its absence irrelevant to both the competence and the merit of their suit.
“Agreement Is Agreement”: The Court of Appeal’s Decision
On whether covenants bind successors-in-title, The Court, Per Biobele Abraham Georgewill JCA held, without hesitation, that covenants relating to leased premises are deemed made not just by the original party, but on behalf of that party’s successors in title and all who derive title under him. Both families, the Court found, remained bound by the terms their late fathers had agreed to in 1952, terms that don’t simply dissolve with the passage of time or a change in generation. In the Court’s own words, “men of honor and their successors in title… must be bound by the terms of the agreement entered into voluntarily by them,” Put more succinctly, the Court held thus:
“In law, covenants which relate to leased premises on the land of a covenantor are deemed to have been made on behalf of himself and his successors in title and those who derive title under him. See generally Section 8(1) of the Property and Conveyancing Law, Cap 130, Volume IV Laws of Oyo State 2000.”
A principle it distilled into a single memorable line: “Agreement is Agreement.”
On the demand notice requirement, the Court laid down the general rule clearly: ordinarily, a Lessor must serve a formal demand notice before suing to forfeit a lease for non-payment of rent. But that rule bends where the lease itself contains an express provision allowing re-entry with or without notice, in which case the Lessor may proceed straight to court without any prior demand. Applying this to the facts, the Court found that Clause 3 of the lease contained precisely such a provision, and combined with the striking fact that the Appellants had defaulted on rent for roughly 36 years, the precondition for a demand notice simply did not apply. The non-service of a demand notice, the Court held, was “of no moment” and neither affected the competence of the suit nor undermined its merit. In the Court’s own words:
“…generally, in law, the service of a notice of demand for payment of the reserved rent under the lease is a precondition for an action for forfeiture of the lease where the Lessee is a paying tenant as and when due. Thus, where the Lessee is a paying tenant, he must be served with a demand notice. See Da Rocha V. Shell Co. (1938) 14 NLR 1. However, where the lessee is in default of payment of the reserved rent, and the parties agree on re-entry with or without demand notice, then an action for forfeiture will lie even without a prior notice of demand for payment of the reserved rent from the lessee by the lessor. See Helios Towers (Nig.) Ltd v. Mundili Investments Ltd (2014) LPELR-24608 (CA). See also Olaniyan v. Shokunbi (1997) 6 NWLR (Pt. 509) 447. It follows, therefore, that if there is an express provision in the lease agreement, as in the instant case, giving the Lessor, the Respondents, a right to re-enter and determine the lease for the non-payment of rent, he can, on that basis, maintain an action to eject the lessee without any formal notice of demand for payment of the rent reserved already in arrears…”
In The End:
This case is a quiet but firm reminder that contracts don’t fade with time or with the death of the people who signed them, they pass down, obligations and all, to whoever inherits the benefit. Thirty-six years of silence was not a defence; it was simply proof of how long a breach had gone unaddressed. And where parties have already agreed, in writing, to waive a protection like a demand notice, courts will hold them to that bargain, however inconvenient it becomes decades later.
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