Renovation Contract (Nigeria)
RENOVATION CONTRACT
National Building Code 2006 | Arbitration and Conciliation Act (Cap A18, LFN 2004)
THIS RENOVATION CONTRACT is made on [Date of Contract]
BETWEEN:
(1) [Client Name] of [Client Address] (hereinafter referred to as the "Client"); AND
(2) [Contractor Name] of [Contractor Address], [Contractor RC Number] (hereinafter referred to as the "Contractor").
1. SCOPE OF WORKS
1.1 The Contractor shall carry out and complete the renovation works at [Property Address] as described in [Scope of Works] (the "Works"), in accordance with the Bill of Quantities [BoQ Reference] attached hereto as a Schedule and in compliance with the National Building Code 2006 and applicable Standards Organisation of Nigeria (SON) standards.
1.2 The Contractor shall commence the Works on [Commencement Date] and complete the Works by [Completion Date] (the "Completion Date").
1.3 Any variation to the scope of works must be agreed in writing by both parties by way of a signed Variation Order before works are commenced, failing which the Client shall not be obliged to pay for such additional works.
2. CONTRACT SUM AND PAYMENT
2.1 The Client shall pay the Contractor the sum of [Contract Sum] (the "Contract Sum") for the completion of the Works, subject to adjustment for any agreed variation orders.
2.2 Payment shall be structured as follows: a mobilisation advance of [Mobilisation Advance] payable before commencement; interim payments at agreed milestones as certified by the supervising consultant; and a final payment upon practical completion and acceptance of the Works.
2.3 A retention of [Retention Percentage] of the Contract Sum shall be withheld from each interim payment and released at the end of the Defects Liability Period, subject to deductions for outstanding defects.
2.4 The Client shall deduct withholding tax at the applicable rate under the Companies Income Tax Act (CITA) Cap C21 from all payments to the Contractor and remit same to the Federal Inland Revenue Service (FIRS) within 21 days of the end of the month of payment.
3. TIME FOR COMPLETION AND DELAY
3.1 Time is of the essence. The Contractor shall complete the Works by the Completion Date, subject to any agreed extension of time granted in writing by the Client for delays caused by client instructions, force majeure, or circumstances beyond the Contractor's reasonable control.
3.2 If the Contractor fails to complete the Works by the Completion Date (as extended), the Client shall be entitled to deduct liquidated and ascertained damages of [Liquidated Damages Rate] for every day of delay, which represents a genuine pre-estimate of the Client's loss.
4. DEFECTS LIABILITY
4.1 The Defects Liability Period shall be [Defects Liability Period] commencing from the date of practical completion of the Works.
4.2 During the Defects Liability Period, the Contractor shall promptly remedy at the Contractor's own cost any defects in the Works that arise from defective workmanship, defective materials, or non-compliance with the agreed specification.
4.3 The retention sum shall be released to the Contractor following the Contractor's satisfactory completion of all defect remediation works and the issue of a Defects Completion Certificate.
5. MATERIALS AND STANDARDS
5.1 The Contractor shall use only materials of the quality and specification agreed in the Bill of Quantities [BoQ Reference] and compliant with the applicable Standards Organisation of Nigeria (SON) product standards and the National Building Code 2006.
5.2 The Client or the Client's supervising consultant shall have the right to inspect materials before incorporation into the Works and to reject materials that do not meet the agreed specification.
6. DISPUTE RESOLUTION AND GOVERNING LAW
6.1 The Parties shall attempt to resolve any dispute by negotiation within 14 days of a written notice of dispute. If unresolved, the Parties shall refer the dispute to mediation under the Lagos Multi-Door Courthouse (LMDC) or equivalent state facility.
6.2 If mediation fails, the dispute shall be referred to arbitration under the Arbitration and Conciliation Act (Cap A18, LFN 2004). The seat of arbitration shall be [Governing State].
6.3 This Contract is governed by the laws of the Federal Republic of Nigeria and the laws of [Governing State] State.
Client
________________
Signature
Contractor
________________
Signature
What Is a Renovation Contract (Nigeria)?
A Renovation Contract in Nigeria governs the relationship between the parties by fixing what each must do.
Renovation contracts in Nigeria differ from new-build construction contracts primarily in scope: they address existing structures where unforeseen conditions — such as discovered structural defects, asbestos, or non-compliant prior works — are common. A well-drafted Nigerian renovation contract identifies the specific works, sets a Bill of Quantities (BoQ) prepared by a Quantity Surveyor registered with the Quantity Surveyors Registration Board of Nigeria (QSRBN), and allocates the risk of unforeseen conditions between client and contractor.
The Council for the Regulation of Engineering in Nigeria (COREN), established under the Engineers (Registration) Act (Cap E11, LFN 2004), regulates contractors performing structural renovation works. Contracts involving structural alterations must be designed by a COREN-registered engineer. The National Building Code 2006, though not yet universally adopted by state governments, provides technical standards for construction quality that Nigerian courts increasingly reference in disputes about defective workmanship.
Payment under Nigerian renovation contracts is typically structured as mobilisation advance (usually 20-30% of contract sum), milestone-linked interim payments assessed by a supervising Quantity Surveyor, and a retention sum (commonly 5%) released 6-12 months after practical completion once defects have been remedied. The Finance Act 2020 and the Withholding Tax provisions of the Companies Income Tax Act (CITA) Cap C21 LFN 2004 require that payments to contractors attract withholding tax at 5% (for companies) or 5% (for individuals), which the client deducts at source and remits to the Federal Inland Revenue Service (FIRS) or relevant State Internal Revenue Service.
The legal framework governing the Renovation Contract (Nigeria) in Nigeria draws on several key statutes and regulatory bodies. Under Nigerian law, the Companies and Allied Matters Act 2020 (CAMA) regulates corporate entities through the Corporate Affairs Commission (CAC). The Labour Act (Cap L1 LFN 2004) and the National Industrial Court of Nigeria (NICN) govern employment disputes. The Nigeria Data Protection Regulation (NDPR) 2019 and the Nigeria Data Protection Commission (NDPC) protect personal data. The Federal Inland Revenue Service (FIRS) administers tax obligations under the Companies Income Tax Act. The Federal High Court and state High Courts have jurisdiction over civil matters. Parties executing a Renovation Contract (Nigeria) in Nigeria should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Land Use Act 1978 (Cap. L5, LFN 2004) sets the foundational requirements.
When Do You Need a Renovation Contract (Nigeria)?
A Renovation Contract in Nigeria is required whenever a property owner engages a contractor to carry out renovation, refurbishment, or improvement works on an existing residential or commercial property.
A Renovation Contract is needed when a Lagos homeowner hires a building contractor to remodel a kitchen, bathroom, or living area. Without a written contract, the parties have no agreed scope of works, and disputes about additional items or cost overruns fall entirely on oral evidence — which Nigerian courts, including the Lagos State High Court, treat with caution compared to documentary evidence.
A Renovation Contract is required when a corporate tenant in Abuja undertakes fit-out works on leased commercial premises. The Nigerian Tenancy Agreement typically requires the tenant to obtain the landlord's written consent for structural alterations, and the renovation contract documents the scope of works approved, protecting both the tenant from claims of unauthorised alterations and the landlord from substandard workmanship.
A Renovation Contract is needed when a property developer in Rivers State engages subcontractors to renovate multiple units before resale or letting. The contract sets warranty periods and defects liability provisions, which protect the developer's investment and satisfy the requirements of Nigerian financial institutions providing bridging finance.
A Renovation Contract is required when government agencies in the Federal Capital Territory (FCT) award renovation contracts under the Public Procurement Act 2007. Section 16 of the Public Procurement Act 2007 mandates formal written contracts for all procurement above the threshold set by the Bureau of Public Procurement (BPP).
A Renovation Contract is needed when renovation works require building permits from the relevant State Ministry of Physical Planning and Urban Development — such as the Lagos State Physical Planning and Development Authority (LASPPDA) — as the permit application typically requires submission of the contract document and approved drawings.
Parties in Nigeria should prepare a Renovation Contract (Nigeria) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under Nigerian law, the Companies and Allied Matters Act 2020 (CAMA) regulates corporate entities through the Corporate Affairs Commission (CAC). The Labour Act (Cap L1 LFN 2004) and the National Industrial Court of Nigeria (NICN) govern employment disputes. The Nigeria Data Protection Regulation (NDPR) 2019 and the Nigeria Data Protection Commission (NDPC) protect personal data. The Federal Inland Revenue Service (FIRS) administers tax obligations under the Companies Income Tax Act. The Federal High Court and state High Courts have jurisdiction over civil matters. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.
What to Include in Your Renovation Contract (Nigeria)
A valid Nigeria Renovation Contract must contain the following essential elements.
Parties and Capacity: Full legal names, addresses, and descriptions of the client and contractor. For corporate contractors, include the Companies and Allied Matters Act 2020 (CAMA 2020) RC number and COREN registration number where structural works are involved. Confirm the contractor's valid COREN or Builders Registration Council of Nigeria (BRACON) registration.
Scope of Works: A detailed description of the renovation works, referencing the Bill of Quantities (BoQ) and Drawings prepared by a QSRBN-registered Quantity Surveyor and architect. The scope must distinguish between works included in the contract sum and provisional sums for works whose extent cannot be fully determined at signing.
Contract Sum and Payment Schedule: The agreed total price in Nigerian Naira (NGN), broken down into mobilisation advance, interim payments at defined milestones, and retention. Specify withholding tax obligations under the Companies Income Tax Act (CITA) Cap C21 and the withholding tax rate (5% for companies).
Commencement and Completion Dates: The date works must start (typically within 7-14 days of mobilisation payment) and the contractual completion date. Include provisions for extension of time where delays arise from client instructions, adverse weather, or force majeure events.
Variation Orders: A procedure for issuing and pricing variation orders (additional or omitted works) signed by both parties. Nigerian courts have held in cases such as Julius Berger Nigeria Plc v Femi Okunnu [2008] that oral variations without written confirmation are unenforceable where the contract requires written variations.
Defects Liability Period: A period — typically 6 to 12 months after practical completion — during which the contractor must return to remedy defects at no additional cost. The retention sum (usually 5% of contract value) is withheld until the end of the defects liability period.
Materials and Standards: Specification of the materials to be used, their grade, brand (where agreed), and the applicable technical standards under the National Building Code 2006 and the SON (Standards Organisation of Nigeria) product standards.
Dispute Resolution: A tiered dispute resolution clause: negotiation between the parties, followed by mediation under the Lagos Multi-Door Courthouse (LMDC) or similar facility, and arbitration under the Arbitration and Conciliation Act (Cap A18, LFN 2004) as the final step before litigation in the State High Court.
Termination: Grounds for termination by either party, including contractor's failure to proceed with due diligence, client's failure to make payments, or insolvency of either party. Termination for default requires prior written notice and a reasonable cure period of not less than 14 days.
Additional compliance elements for a Renovation Contract (Nigeria) used in Nigeria include: Under Nigerian law, the Companies and Allied Matters Act 2020 (CAMA) regulates corporate entities through the Corporate Affairs Commission (CAC). The Labour Act (Cap L1 LFN 2004) and the National Industrial Court of Nigeria (NICN) govern employment disputes. The Nigeria Data Protection Regulation (NDPR) 2019 and the Nigeria Data Protection Commission (NDPC) protect personal data. The Federal Inland Revenue Service (FIRS) administers tax obligations under the Companies Income Tax Act. The Federal High Court and state High Courts have jurisdiction over civil matters. Forms-legal.com provides this template as a starting point for Nigeria-compliant documentation.
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author = {{Forms Legal}},
title = {Renovation Contract (Nigeria) (Nigeria)},
year = {2026},
howpublished = {\url{https://forms-legal.com/nigeria/real-estate/property/renovation-contract-nigeria}},
note = {Free legal document template. Based on Land Use Act 1978 (Cap. L5, LFN 2004)}
}Also available for these jurisdictions:
Frequently Asked Questions
A Renovation Contract is legally binding and enforceable in Nigeria provided it satisfies the essential elements of a valid contract under Nigerian law: offer, acceptance, consideration, intention to create legal relations, and capacity of the parties. Nigerian courts, including the Court of Appeal in Julius Berger Nigeria Plc v Federal Government of Nigeria [2012] LPELR-9761, have consistently upheld written construction contracts between competent parties. A written contract is strongly preferred over oral agreements because Nigerian courts apply the parol evidence rule, which limits the admission of oral evidence to contradict or vary the terms of a written instrument. The contract should be executed by both parties and, where the contract sum exceeds the threshold under the Stamp Duties Act (Cap S8, LFN 2004), the document should be duly stamped.
Renovation works in Nigeria typically require a building permit from the state Ministry of Physical Planning and Urban Development or its equivalent. In Lagos State, the Lagos State Physical Planning and Development Authority (LASPPDA) administers building permits under the Lagos State Urban and Regional Planning and Development Law 2010. Applications require submission of architectural drawings prepared by a Council of Registered Architects of Nigeria (ARCON)-registered architect, structural drawings by a COREN-registered engineer, and evidence of land title. For works in the Federal Capital Territory, the FCT Development Control Department issues permits. Structural alterations, extensions, and change of use generally require permits; purely cosmetic works (repainting, floor tiling) may not require formal permits but remain subject to local authority bylaws.
Payment in a Nigerian Renovation Contract is typically structured in three stages. First, a mobilisation advance of 20-30% of the contract sum is paid before works commence, enabling the contractor to purchase materials and mobilise equipment. Second, interim (milestone) payments are made as specific stages of work are completed and certified by a supervising Quantity Surveyor registered with the Quantity Surveyors Registration Board of Nigeria (QSRBN). Third, a retention of 5% of the total contract value is withheld from each interim payment and released — minus any deductions for outstanding defects — at the end of the defects liability period. Under the Companies Income Tax Act (CITA) Cap C21, the client must deduct withholding tax at 5% from payments to corporate contractors and remit to FIRS within 21 days of payment.
Where a contractor fails to complete renovation works by the contractual completion date in Nigeria, the client is entitled to claim liquidated and ascertained damages (LADs) if the contract expressly provides for them. LADs are a pre-agreed sum per day or per week of delay, which must represent a genuine pre-estimate of the client's loss (not a penalty) to be enforceable under Nigerian contract law — as confirmed by the Supreme Court in Dunlop Pneumatic Tyre Co v New Garage and Motor Co Ltd [1915] AC 79 (applied by Nigerian courts). If the contract does not include a LADs clause, the client may claim general damages for breach of contract, but must prove actual loss. Before making deductions for delay damages, the client must confirm that no extension of time is owed to the contractor for client-caused delays or force majeure events.
A Renovation Contract can be amended after signing in Nigeria, but any amendment must be agreed in writing and signed by both parties to be enforceable. Oral amendments to a written contract are generally unenforceable where the contract itself contains a clause requiring variations to be in writing — a position confirmed by the Court of Appeal in multiple Nigerian construction disputes. The preferred mechanism for varying the scope or price of works is a formal Variation Order (VO) or Change Order, signed by the client or the client's supervising consultant and the contractor. Variation orders that increase the contract sum above 20% of the original value may require fresh approval from a company's board (for corporate clients) or from a financier if the project is mortgage-funded. All amendments and variation orders should reference the original contract date and be attached to the original agreement.
The defects liability period in a Nigerian Renovation Contract is the period after practical completion during which the contractor is obliged to return to site and remedy, at the contractor's own cost, any defects attributable to defective workmanship or materials. Standard Nigerian construction practice, following the NEC and FIDIC contract frameworks used by Nigerian infrastructure developers, sets the defects liability period at 6 to 12 months for residential renovation works and up to 24 months for specialist or mechanical and electrical works. During this period, the client retains a retention sum — typically 5% of the total contract value — as financial security. At the end of the defects liability period, the contractor issues a Defects Completion Certificate and the retention is released, subject to any deductions for outstanding or inadequately remedied defects.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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