Lesson 1: Legal Opinion Writing

Negotiation and Compensation

The company must negotiate:

Purchase price or lease rent Compensation Community benefits Possible compromises include:

Long-term lease agreements Annual ground rent Community development agreements Employment opportunities for locals Due Diligence and Documentation Before acquiring the land, the lawyer must conduct due diligence, including:

Title search Survey plan Land registration Environmental assessment Constitutional and Legal Compliance The acquisition must comply with the Constitution of Sierra Leone 1991, especially:

Protection of property rights Right to information Legality of transactions Lawyer’s First Reaction to the Client If the CEO approaches with money and wants to quickly buy the land:

A lawyer should:

• Accept the money.
• Explain that legal due diligence must be done first.

Investigate:

• Ownership Legal restrictions Government approvals Ensure the transaction is lawful and transparent.

Practical Legal Advice to the Company

The safest legal structure would be:

• Obtain leases from each family.
• Ensure government approval.
• Limit the lease to 50 years renewable.
• Register the lease with the lands registry.

Conclusion

The key issues in the scenario are Title to the land Foreign ownership restrictions Customary land ownership Negotiations with families Legal lease limits Government approvals Due diligence and documentation Only after these issues are resolved can the American Business Company legally lease the land.

In this scenario, the examiner wants to test how a lawyer should professionally react when a foreign investor comes with money and requests legal advice on land acquisition. Your answer should show professional ethics, legal knowledge, and proper procedure.

Below is a structured way you can answer it in class or in an exam.

First Professional Reaction as a Lawyer

When the CEO comes with a suitcase containing one million dollars, the first thing a lawyer should do is remain professional and cautious.

You should not immediately accept the money. Instead:

• Welcome the client politely.
• Explain that legal work must follow proper procedures.
• Inform him that you must first understand the facts and conduct due diligence.
• This shows professional integrity and competence.

Clarifying the Client’s Instructions

The lawyer should first ask the client:

• What exactly he wants to do — buy or lease the land.
• The location of the land.
• The owners of the land.
• The purpose of the land use.
• This helps the lawyer determine whether the transaction is legally possible.

Explaining the Legal Position to the Client

You should explain that under the Non-Citizens (Interest in Land) Act 1966:

• Foreigners cannot own freehold land in Sierra Leone.
• They can only lease land.
• The maximum lease period is 50 years, renewable.

Therefore, if the company plans to operate for 150 years, the practical option is:

• A long-term lease with renewal clauses.

Requesting a Professional Retainer

Instead of accepting the suitcase directly, the lawyer should explain that:

• Legal work requires professional fees.
• The client should pay a retainer or part payment for legal services.

This payment is for:

Legal advice Due diligence Title investigation Drafting agreements The money should be paid through proper channels, such as:

Law firm account Bank transfer Official receipt Conducting Due Diligence Before advising the client further, the lawyer must carry out due diligence, including:

Title investigation Confirming ownership of the land Checking if there are encumbrances or disputes Verifying survey plans Confirming family consent where the land belongs to families Negotiation with the Landowners Since the land belongs to several families:

Kamara, Sankoh, and Bangura families sillah family Cole family The lawyer must advise the client that separate negotiations may be required with each family.

The agreement must include:

Lease terms Rent or compensation Community obligations Compliance with the Constitution The transaction must comply with the Constitution of Sierra Leone 1991, particularly regarding:

Protection of property rights Legality of land transactions Preparing a Legal Opinion After completing investigations, the lawyer should prepare a legal opinion explaining:

Whether the land can legally be leased The risks involved The legal structure required The steps needed to complete the transaction Conclusion A competent lawyer should:

• Remain professional and cautious.
• Clarify the client’s instructions.
• Explain the law regarding foreign ownership of land.
• Request a professional retainer fee.
• Conduct due diligence on the land title.
• Negotiate with the landowners.
• Prepare a legal opinion before proceeding.
• This approach shows professional ethics, legal competence, and proper legal practice.

The lecturer is testing how we give quick, confident legal advice to impress the client immediately, not a long explanation. The answer should be short, clear, and legally correct (about three sentences).

Here is the type of 3-sentence advice expected:

Since you are a foreign investor from the United States, under the Non-Citizens (Interest in Land) Act 1966 you cannot acquire freehold ownership of land, but you can legally obtain a long-term leasehold interest.

Because the land belongs to different families (Kamara, Sankoh, Bangura, Sillah, and Cole), we will need to negotiate with each family and confirm their title and consent before any agreement is concluded.

My firm can assist you by incorporating a local company and arranging the lease agreements, while we conduct due diligence and prepare a full legal opinion to secure your investment.

This answer works because it quickly shows the client that you know:

• the law, the problem (family ownership), and the solution (company + lease + legal work).