Tenant Estoppel Certificate

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Updated April 29, 2022

An estoppel certificate confirms the terms of a lease between a landlord and tenant. It is a common requirement in a commercial real estate transaction by the 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 (CAM’s), 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; and
  • Default. If the tenant has defaulted or breached the lease at any time during its term.

Table of Contents

By Type (2)


Simple (1-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 a 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

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

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 – Copies of Last 3 Months’ Rent

The landlord will need to gather checks or receipts over the last three (3) months to prove the tenant is paying rent. Photocopies should be attached to the estoppel.

Step 4 – Get the Estoppel Notarized (by the tenant)

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.

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.


(Video)

How to Write

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I. Parties In Lease

(1) Certificate Effective Date. The calendar date that will set the statements in this document as active will have to be established at the beginning of this certificate. Seek out the two lines formatted to accept this calendar date then supply it. Once, this document is executed, this date will be the exact date when the statements this certificate presents will be considered effectively verified by the Signature Party(ies).

(2) Landlord. The First Article will also need to solidify the two Parties that shall execute this certificate by signature. The first Party discussed is the Landlord. The Landlord or the formally appointed Representative of the Property Management Company that has leased out the concerned property to the Tenant must have his or her name documented along with the mailing address needed to contact him or her. In the case of a Business Entity, make sure the legal name of the Business Entity that has entered the lease with the Tenant is presented precisely as it is registered on the books.

(3) Tenant. The Tenant behind this statement must be identified with his or her name (as recorded in the lease being verified) and mailing address. Two distinct spaces have been reserved in the “Tenant” area of the First Article for this presentation.

II. Property Of Concern

(4) Type Of Property. In the Second Article, this certificate must solidify several facts regarding the property that the Tenant has leased from the Landlord. Begin by selecting either the “Commercial” checkbox or the “Residential” checkbox to properly categorize the type of property attached to the lease in question.

(5) Property Address. The physical or geographical address of the property should be dispensed to the Second Article of this certificate. Present the location of the premises (leased property) as the full address that was recorded in the lease to define its location.

(6) Addtl. Description. The property the lease concerns may have additional features (i.e. a neon sign, a parking lot or a swimming pool) that can be used to further identify it.  If so, then record any additional features of the property in the space available.

III. Term Of Lease

Select Item 7 Or Select Item 11

(7) Fixed Term. The time period when the lease exerts its power over the Tenant, the Landlord, and the property requires a description. To this end, one of two types of leases defined in Section III should be selected to define the type of lease being discussed. If this lease was signed with the condition that a specific start date and end date will apply to the Parties and the property, then select “Fixed Term” and proceed to the next item.

(8) Lease Start Date. Review the lease being verified through this certificate’s execution. The exact calendar date defining when the term of the lease started must be recorded if the “Fixed Term” checkbox has been selected. If so, then transcribe the lease start date from the original paperwork to this statement where requested.

(9) Termination Date Of Lease. Since a fixed term will have a specific date of termination, locate the calendar date that marks the termination of the concerned lease. Report the lease’s termination date to the formatted area in this statement.

(10) Renewal Status. If the lease being verified has a definitive term, then the potential option that should be restricted or given to the Tenant to renew the lease conditions upon their termination must be described. If the Tenant will not have this option, then select the “No Renewals” box. However, if the Tenant has the ability to renew the lease, then the “Renewals” checkbox should be marked and the renewal period conditions must be defined.

(11) Month-To-Month Tenancy. If the lease being discussed does not have a set date for its termination and will be continued at-will on a monthly basis, then select the “Month-To-Month Tenancy” checkbox.

(12) Start Date. This type of lease (a month-to-month agreement) will have a specific start date as well as a predetermined number of days that must be given as notice by the Terminating Party to the remaining Party before the month-to-month conditions are terminated. Furnish this start date to this selection, using the first two blank spaces to do so, then document the number of days’ notice required to terminate the agreement to the final empty space.

IV. Rent

(13) Rent Amount. The amount of money that must be paid every month by the Tenant to satisfy the lease agreement should be documented in the Fourth Article.

(14) Due date. The two-digit day of every month that the Landlord and Tenant have agreed to as the monthly due date for the rent must be documented.

(15) Lease Obligations. The status of any additional obligations placed on the Tenant by the lease must be defined. If the lease does not require any obligations other than its basic statutes be directly satisfied then, select the “No Other Obligations” checkbox. However, if the lease places additional obligations on the Tenant (i.e. the Tenant may be required to maintain a specific type of insurance policy) then select the second checkbox, labeled “Other Obligations,” and define all such additional Tenant responsibilities on the line following the term “Described As”

V. Deposits

(16) Security Deposit. If the Landlord was given a security deposit to hold for the duration of the lease, then select the first checkbox and document the amount of money making up the security deposit following the dollar sign.

(17) Last Month’s Rent. If the Tenant was expected to pre-pay the final month’s rent to enter the lease, then select the second checkbox. This definition requires the amount of money that was required for the “Last Month’s Rent” to be documented.

(18) Rent Pre-Payment. If the first month’s rent was a required submission for the Tenant to be allowed into the lease, then mark the “Rent Pre-Payment” checkbox and define the amount that was submitted as the prepayment.

(19) Other. The lease may have called for additional financial requirements not discussed above. If this is the case, then place a mark in the checkbox that is labeled “Other” and use the space that immediately follows to define the financial obligation that the Tenant needed to satisfy to enter this lease. Additionally, define the exact dollar amount of this financial requirement on the space following the dollar sign.

VI. Modification

Select Item 20 Or Item 21

(20) Has Not Benn Modified. If the lease being discussed in this certificate has not been changed in any way since it was first signed by the Landlord and the Tenant, then select the first checkbox statement from the Sixth Article.

(21) Has Been Modified. If the Landlord and Tenant effected any changes to the original lease since these Parties first entered it by signature, then select the “Has Been Modified” checkbox and document the changes or amendments made in the space provided.

VII. Sublet

Select Item 22 Or Item 23

(22) Not Being Sublet. If the Tenant is currently leasing the property from Landlord and is not subletting it to a separate Party, then mark the “Not Being Sublet” checkbox.

(23) Being Sublet. If the Tenant currently leases the property to a SubTenant, then select the checkbox labeled “Being Sublet” and document the conditions of the sublet on the blank line provided by this definition’s statement.

VIII. Last Payment Of Rent

(24) Final Rent Payment. Report the calendar date when the Tenant’s final rent payment was expected and the dollar amount that was paid.

IX. Rights To Purchase

Select Item 25 Or Item 26

(25) No Rights To Purchase The Property. If the Tenant was not given the option to purchase the property through the discussed lease, then locate the Ninth Article and mark the first checkbox.

(26) Rights To Purchase Property. If the concerned lease allows its Tenant the option to purchase the property, then the second checkbox statement in Section IX should be marked and the terms and requirements for purchase must be defined to the space provided. If additional space is needed, an attachment that is permanently bound to this certificate and named in this statement may be used to present the purchase option the concerned lease afforded the Tenant.

X. Repairs And Maintenance

Select Item 27 Or Item 28

(27) Have Been Satisfactory Completed. If the leased property has been deemed acceptable and does not require repairs or never required repairs, then the first statement from Article X must be selected.

(28) Have Not Been Satisfactory Completed. If the leased property required repairs that were not completed then the second checkbox in Article X must be marked and the line “Describe” must be supplied with a record of all incomplete repairs.

XI. Default

Select Item 29 Or Item 30

(29) Not Been Breached By Either Party. The Eleventh Article will seek to define the status of the lease. That is, if the lease was not violated by either its Landlord or its Tenant then the first checkbox is the required selection.

(30) Been Breached. If the lease was violated by the Landlord and/or Tenant, then select the checkbox labeled “Been Breached.” Additionally, mark the checkbox labeled “Landlord” and/or “Tenant” to indicate which Party violated the lease, and report the specifics of the violation. If a cure to the violation is defined, expected, or has been supplied then make sure this information is included.

XIII. Addl. Terms And Conditions

(31) Unmentioned Provisions. If the certificate that is being issued has any additional statements that must be made but have not been included, then use the space in the Twelfth Article to present all such unmentioned statements. An attachment with this information may also be made to accompany this document at all times if more room is needed so long as it is named as such in Article XIII.

XIV. Signature And Certificate Of Acknowledgment

(32) Tenant Signature And Signature Date. The Tenant should review the lease being discussed, the information supplied above, then, upon agreement, execute this document before a Notary Public. This task will require that Tenant signs his or her name on the “Signature” line and record the calendar date at the time of signing to the satisfaction of the Notary Public obtained to view this activity.

(33) Notary Signature Of Acknowledgment. The Notary Public will prove the notary process was successfully engaged when the Tenant signed this document then complete the last section of this certificate with items such as the signing’s date, parties in attendance, and location as well as verifying the Notary statement with his or her credentials and seal.