What Is Estoppel in Real Estate? Everything You Should Know

Posted by Excelsior Realty Team on August 11, 2023

When it comes to real estate transactions, there are several legal terms and concepts that may seem confusing at first. One such concept is "estoppel." 

So, what is estoppel in real estate? Simply put, estoppel prevents any party involved (such as a tenant or landlord) from going back on their word or asserting a position that contradicts previous actions or statements they have made.

Picture this: You're interested in buying a commercial property with existing tenants. Before finalizing your decision, you need assurance regarding lease terms and conditions from each tenant but don't know how exactly to go about it—this is where an "estoppel certificate" enters the scene!

We're here to guide you through everything related to estoppels so you can navigate your next real estate deal with confidence.

What Is an Estoppel?

An estoppel is a legal principle that ensures individuals cannot argue or assert rights contrary to what they previously agreed upon or stated. In other words, it prevents contradicting past actions or statements. This concept forms an essential part of common law and aims to safeguard people from being unfairly treated due to inconsistencies in someone else's words or actions.

There are different types of estoppels, but two commonly known ones are collateral estoppel and promissory estoppel. Collateral estoppel prohibits re-litigating issues already decided in court, while promissory estoppel comes into play when one party relies on another party's promise with detrimental consequences if the promise is broken.

What Is Estoppel in Real Estate - Everything You Should Know-1

How Estoppel Works

Estoppel operates under common law, which is derived from judicial decisions and precedents rather than legislation or statutes. Countries with a legal system based on common law, including the United States, Canada, and the United Kingdom, have incorporated various forms of estoppel into their laws.

The core principle remains unchanged across jurisdictions: consistency in words and actions holds significant value. It means that once someone gives their word or takes an action related to a particular matter (such as lease terms), they are legally bound by it. This concept ensures fairness and prevents individuals from changing their stance to undermine agreements already made.

In real estate transactions specifically, estoppel comes into play when parties require verification of lease conditions before finalizing deals. By obtaining an "estoppel certificate" signed by tenants themselves confirming key lease details like rental amounts and expiration dates, buyers can conduct due diligence with confidence.

Types of Estoppel

Estoppel comes in various forms, each serving a unique purpose within the legal realm. Let's take a closer look at some of these common types:

  1. Collateral Estoppel: This type of estoppel prevents individuals from repeatedly bringing similar issues to court as plaintiffs. It aims to prevent legal harassment and conserve judicial resources.
  2. Estoppel by Deed: When someone executes a deed containing certain facts, estoppel by deed prohibits them from later denying those stated facts.
  3. Equitable Estoppel: This form of estoppel prevents individuals from taking a legal position that contradicts their previous stance if doing so would harm the other party involved. It aims to promote fairness and prevent unjust outcomes.
  4. Promissory Estoppel: Promissory estoppel is a common part of contract law. It protects people who have depended on someone else's fair promise, even if it wasn't made in a formal contract. This type of estoppel comes into play when someone loses a lot of money because the person who made the promise didn't keep it.

Additionally, there are other lesser-known forms of estoppels worth mentioning, such as "estoppel by the record," "laches" (a delay that prejudices one party), "estoppel by silence," and reliance-based estoppels, which consider parties' actions or lack thereof.

What Is an Estoppel Certificate?

An estoppel certificate serves as a way to confirm the current status of lease terms for a third party. It typically requires tenants to verify if their rent is up-to-date and if they have any grievances against the landlord. This certificate becomes crucial when negotiating deals such as selling or refinancing a property, providing assurance about the tenant's obligations and potential claims.

For example, if a landlord wants to sell a business building or refinance a mortgage, asking for an estoppel certificate makes sure that the terms of the lease are clear before moving forward with important transactions.

What Is the Purpose of an Estoppel in Real Estate Deals?

When it comes to commercial real estate deals, estoppel plays a crucial role in verifying lease information for parties involved in transactions like property sales or refinancing. A tenant estoppel certificate is often used to provide detailed and accurate information about a lease agreement.

This certificate typically includes key details such as:

  • When the lease began and its end date.
  • Specific terms like options to renew or terminate.
  • Monthly rent payments along with the security deposit amounts.
  • The contact information of the property owner.
  • Any ongoing litigation between landlord and tenant, if applicable.

It also highlights other obligations that tenants must fulfill under their lease agreements.
Moreover, beyond its informational purpose, estoppels can serve as compelling marketing tools while selling or financing commercial properties. Investors or lenders reviewing an estoppel letter gain reassurance that there's a paying tenant occupying the property with valid lease terms—a positive sign indicating consistent cash flow potential.

When Is an Estoppel Certificate Required?

An estoppel certificate, commonly known as an estoppel letter, is typically required in situations where both landlords and tenants want to ensure that agreed-upon terms will not be changed. It serves as a reassurance of cash flow for landlords while preventing tenants from breaking their promises.

Moreover, during due diligence or property acquisition processes, investors often request an estoppel letter. This helps them gain confidence in their real estate investment by verifying lease terms and conditions directly from the tenant.

Additionally, lenders may require an estoppel certificate to maintain confidence that borrowed funds will be repaid. This administrative document provides security by holding all parties involved accountable and is essential for establishing trust between landlords, tenants, lenders, and investors within commercial real estate deals.

What Are the Benefits & Drawbacks of an Estoppel?

Benefits of an Estoppel:

Estoppel certificates are commonly utilized in commercial real estate transactions to safeguard prospective buyers from false statements made by sellers regarding the property. The key advantages include:

  1. Clarity and Certainty: An estoppel certificate provides a clear understanding of lease agreement terms, ensuring potential buyers have accurate information about rental obligations, restrictions, or modifications.
  2. Protection for Landlords: For landlords, an estoppel certificate serves as evidence that tenants have agreed upon specific terms such as rent payments and property alterations with proper consent.
  3. Tenant Liability Shield: Tenants benefit as well because if landlords make claims not covered by the lease later on, having an estoppel document can protect them against liabilities outside their contractual obligations.

Drawbacks of an Estoppel:

While there are benefits associated with obtaining estoppels in real estate transactions, it is important to consider certain drawbacks:

  1. Costs and Time-Consuming Process: Preparing certificated documents may involve expenses like attorney fees or administrative costs. At the same time, you may face potential delays due to coordination between the parties involved.
  2. Incomplete Coverage Possibility: It’s worth noting that while these certificates provide valuable insights into some possible assertions, they do not cover every conceivable claim out there.
  3. Constrained Enforceability Without Consent: The creation of an enforceable estoppel letter necessitates mutual agreement from all parties involved within the lease arrangement. Refusal or non-consent from one party renders it unenforceable.

Do You Need an Estoppel Certificate or Estoppel Letter?

When engaging in real estate transactions, especially when purchasing property with existing tenants like Excelsior houses for sale, you might need an estoppel certificate or estoppel letter. These legal documents provide crucial information and verification regarding a tenant's current lease terms and conditions.

For example, let's say you're a potential buyer interested in purchasing a commercial property. Before closing the deal, it is essential to verify details such as rental payments, lease duration, renewal options, etc., by requesting an estoppel certificate from each tenant.

This document protects your interests by ensuring that all parties involved are on the same page concerning lease agreements - a vital step in conducting due diligence before completing any real estate transaction.

What Are Common Misconceptions About Estoppel Certificates?

There are a few common misconceptions surrounding estoppel certificates that we should clarify. Firstly, it is often thought that they only apply to commercial real estate transactions. In reality, estoppel certificates can be utilized in any type of deal where two parties have an agreement.

Another misconception involves assuming that an estoppel certificate guarantees the tenant will not default on their lease. However, it simply confirms the tenant's compliance with their current lease agreement based on the property owner's knowledge.

For instance, if a tenant plans to enter into a new lease with another party, they may request an estoppel certificate from their current landlord to verify their existing lease terms.

Lastly, some believe that estoppels are solely necessary when selling a property. While helpful during such instances as refinances or sales processes, these certificates can also be valuable in various other contexts within real estate dealings.

How to Get an Estoppel Certificate for Closing

To obtain an estoppel certificate for a commercial real estate closing, the first step is to reach out to a commercial real estate attorney. They will guide you through the process and handle all the necessary details. You might be wondering about potential fees—estoppel fees can vary from $0 to $500.

It's essential to inquire with both the association or management company and your attorney regarding any applicable filing fees. Additionally, you should ask about their turnaround time in reviewing and signing off on the certificate.

If you're a landlord seeking your tenant's signature on an estoppel certificate, add a condition clause in their lease agreement stating that "the tenant is contractually obligated" to provide it. By incorporating this requirement into your lease terms, you ensure transparency between parties during future transactions.

Remember, involving professionals such as real estate attorneys ensures that all necessary paperwork is properly compiled and filed according to legal requirements. This brings us one step closer to smoother closings!

How can Excelsior Realty Help?

At Excelsior Realty, we understand that navigating real estate transactions involving estoppels can be complex. Our experienced team of professionals is well-versed in handling all aspects of estoppel certificates and letters to ensure a smooth process for our clients.

Whether you're a buyer, seller, landlord, or tenant involved in a commercial real estate contract in Minnesota or anywhere else in the USA, we have your back. Leave it to us to verify lease terms and conditions accurately through meticulous due diligence.

Contact us today at Excelsior Realty for expert guidance on estoppels and other crucial elements of your real estate journey!