Tenant Estoppel Certificate

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Updated January 25, 2023

An estoppel certificate confirms the terms of a lease between a commercial landlord and tenant. It is a common requirement in a commercial real estate transaction by the property buyer’s lender. It is the landlord’s responsibility to gather and obtain the tenant’s signature. Only the tenant is required to sign an estoppel certificate.

What Does It Include?

  • Dates. The start and end dates of the lease (including any renewal periods)
  • Tenant’s name. The tenant’s name and any contact information
  • Rent ($). A breakdown of the rent and if the tenant is responsible for common area maintenance (CAMs), taxes, insurance, and property maintenance
  • Deposits. Whether a security deposit was made at the start of the lease, including last month’s rent
  • Modifications. If any amendments have been made to the lease
  • Rights to purchase. If the tenant has the right to purchase the property
  • Default. If the tenant has defaulted or breached the lease at any time during its term

Table of Contents

By Type (2)


Simple (One-Page) Estoppel Certificate

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Comprehensive Estoppel Certificate

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What is an Estoppel Certificate?

An estoppel certificate verifies the terms of a tenant’s lease when selling commercial property. A lender will require the buyer receive an estoppel certificate for each tenant. In addition, the landlord must confirm that the tenant has not breached the lease during its term.

It is the landlord’s responsibility when obtaining an estoppel certificate from the tenant.

Definition

“A signed statement by a party (such as a tenant or a mortgagee) certifying for another’s benefit that certain facts are correct, as that a lease exists, that there are no defaults, and that rent is paid to a certain date. A party’s delivery of this statement estops that party from later claiming a different state of facts.”

Source: Black’s Law Dictionary, 7th Edition (Page 572)

Benefits of an Estoppel Certificate

An estoppel certificate provides the tenant’s acknowledgment of the lease terms to prevent any post-closing issues.

Independent Verification

“By providing independent verification of the presence or absence of any side deals, estoppel certificates prevent unwelcome post-transaction surprises that might adversely affect the building’s income stream.”

Source: Robert Miner Inc. v. Tustin Avenue Investors Inc. (2004)

Almost Always Used in Commercial Real Estate

“Estoppel certificates are almost always used in commercial real estate transactions. They inform lenders and buyers of commercial property  of the tenant’s understanding of the lease agreement.”

Source: Plaza Freeway v. First Mountain Bank (2000)

Warranty (to Both the Tenant and Buyer)

“A certificate of estoppel is a tenant’s warranty as to the terms of a lease… In the event of litigation with a tenant, since a tenant cannot contradict the certificate’s contents, having once warranted them as true.”

Source: In re Aslan (1990)

How to Obtain an Estoppel Certificate (4 steps)

Step 1 – Meet with the Tenant

landlord meeting with tenant

The landlord will need to meet with the tenant and inform them that a new owner is purchasing the property. Nothing will change with the lease, although the tenant’s cooperation is recommended for a smooth transaction.

Step 2 – Obtain the Original Lease

landlord reviewing original lease agreement

Get the original lease and copy its terms into the estoppel. It is also required to write if the tenant has ever violated or defaulted on the lease during its term.

Step 3 – Make Copies of Last Three Months’ Rent

landlord making copies of rent documents using copy machine

The landlord will need to gather checks or receipts over the last three months to prove the tenant is paying rent. Photocopies should be attached to the estoppel.

Step 4 – Get the Estoppel Notarized

tenant signing estoppel certificate in presence of notary public

Once the estoppel certificate is written, the tenant should sign the estoppel in the presence of a notary public. In most cases, the lender providing financing to the buyer will require the estoppel to be notarized.

Sample

TENANT ESTOPPEL CERTIFICATE

1. PARTIES. This Estoppel Certificate (“Estoppel”) is made this [DATE], between:

Landlord: [LANDLORD’S NAME] with a mailing address of [ADDRESS] (“Landlord”), and

Tenant: [TENANT’S NAME] with a mailing address of [ADDRESS] (“Tenant”).

Landlord and Tenant are each referred to herein as a “Party” and, collectively, as the “Parties.”

The purpose of this Estoppel is to verify the details of an agreement made between the Parties for the leasing of real estate as described (“Lease”):

2. PROPERTY. Under the Lease, the Tenant agrees to the following property:

Type of Property: Commercial Residential

Property Address: [ADDRESS]

AddtI. Description: [ADDITIONAL DESCRIPTION]

Hereinafter known as the “Premises.”

The Lease is for a: (check one)

Fixed Term. The Lease started on [DATE] and ends on [DATE] (“Term”). The Lease has: (check one)

No Renewals.

Renewals. The Lease has renewal periods described as: [DESCRIBE]

Month-to-Month Tenancy. The Lease started on [DATE] and may be terminated, at any time, with notice of at least [#] days prior to the next payment of Rent.

3. RENT. The Rent mentioned in the Lease, payable by the Tenant to the Landlord, is $[#] due on the [#] of every month (“Monthly Rent”).

In addition to the Monthly Rent, the Tenant is also responsible for: (check one)

No other obligations.

Other obligations. Described as: [DESCRIBE]

Hereinafter known as the “Rent.”

4. DEPOSITS. As part of the Lease, the Tenant has paid the following: (check all that apply)

Security Deposit. $[#]

Last Month’s Rent. $[#]

Rent Pre-payment. $[#]

Other. [DESCRIBE]. $[#]

5. MODIFICATION. The Lease: (check one)

Has NOT Been Modified. The Lease has not been modified or amended from its original version.

Has Been Modified. The Lease has been modified from its original version with the following amendments: [DESCRIBE]

6. SUBLET. The Premises is currently: (check one)

NOT Being Sublet. The Premises is currently not being sublet. The Tenant, and the Tenant only, is occupying the Premises under the terms mentioned in the Lease.

Being Sublet. The Premises is being sublet under the following conditions: [DESCRIBE]

7. LAST PAYMENT OF RENT. The Tenant’s last payment of Rent occurred on [DATE] in the amount of $[#].

8. RIGHTS TO PURCHASE. The Tenant holds: (check one)

No Rights to Purchase the Property.

Rights to Purchase the Property. The Tenant holds the following rights to purchase the Property: [DESCRIBE]

9. REPAIRS AND MAINTENANCE. Any improvements required by the Landlord: (check one)

Have Been Satisfactory Completed.

Have NOT Been Satisfactory Completed. [DESCRIBE]

10. DEFAULT. The Lease has: (check one)

Not Been Breached by Either Party.

Been Breached. The Lease has been breached by the Landlord Tenant by: [DESCRIBE]

11. LIENS AND ENCUMBRANCES. I certify as the Tenant that there are no liens or encumbrances attached to the leasehold interest of the Premises. The Tenant understands that this certificate will be considered valid by any third (3rd) party.

12. TERMS AND CONDITIONS. [DESCRIBE]

I, the Tenant, declare (or certify, verify, or state) under penalty of perjury that the foregoing is true and correct.

Signature: _____________________ Date: ___________

 
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Frequently Asked Questions (FAQs)


Is a Tenant Required to Sign an Estoppel Certificate?

Yes, as long as it is written in their lease. In most commercial lease agreements, a clause requires the tenant to sign an estoppel certificate within 10 business days after being requested.

If there is no estoppel certificate clause in the lease, the tenant is not required to sign. Although, it is always recommended to assist the landlord in benefiting the landlord-tenant relationship.


What Happens If a Tenant Doesn’t Sign an Estoppel Certificate?

If a tenant refuses to sign an estoppel certificate as required in their lease, they will breach its terms. Such refusal can result in eviction and damages owed to the landlord.


What Happens If the Information on an Estoppel Certificate is Wrong?

If any information in an estoppel certificate is wrong, the tenant should refuse to sign and mention the false details to the landlord.

If an estoppel certificate and a lease contradict one another, the estoppel certificate will be the prevailing document. This is due to an estoppel certificate being a “written instrument” with the tenant bound to its terms, even if they differ from the lease.

Source: Plaza Freeway v. First Mountain Bank (2000),

Furthermore, in a Pennsylvania lawsuit, a tenant authorized an estoppel certificate with a different rent amount mentioned in the lease addendum. The court ruled “that the whole purpose of tenant estoppel certificates is to avoid the very situation that resulted in this [lawsuit].”

Therefore, the court ruled in favor of the new owner, and the tenant was subject to the rent amount mentioned in the estoppel certificate.

Source: Liberty Property Trust v. Day-Timers, Inc. (2003)


Can an Estoppel Certificate Negatively Affect the Tenant?

An estoppel certificate cannot negatively affect the tenant unless the details are incorrectly mentioned. If any information differs from the lease, the tenant can be held liable for the incorrect terms mentioned.