Estoppel certificate: what you are confirming when you sign it

An estoppel certificate is a signed statement confirming the current facts of a lease: what the rent is, when the term ends, what deposits are held, whether either party is in default, and whether the tenant has any claims or offsets against the landlord. It is requested when a property is being sold or refinanced, because the buyer or lender needs the tenants themselves to confirm what the landlord has represented.

The name describes the effect. Having stated the position, the signer is generally prevented — estopped — from later asserting something inconsistent with it. That is exactly why it matters: a tenant who signs confirming no outstanding landlord obligations has given up a repair claim it intended to pursue, and a landlord relying on a tenant’s figure has lost the argument about a disputed escalation.

What to check before signing an estoppel certificate

• Base rent and the current escalated amount, against your own records rather than the figure supplied.
• Commencement and expiry dates, and whether options have been exercised.
• Security deposit amount actually held, including any drawn down.
• Free rent, allowances or landlord works outstanding — the certificate usually asks you to confirm there are none.
• Any dispute, defect or unpaid landlord obligation, which should be listed rather than glossed over.
• Whether there are side letters or amendments, and that they are attached or referenced.
• That the copy of the lease attached is the complete one.

Silence can count as agreement

Many leases require the tenant to return an estoppel within a short period — commonly ten to twenty days — and some provide that failure to respond means the statement is deemed correct, or authorise the landlord to sign on the tenant’s behalf. A tenant who ignores the request because it looks like paperwork can therefore confirm figures it has never read. Diarise the deadline from the day the request arrives and treat it as a legal document rather than an administrative one.

Qualify rather than refuse. Where you cannot confirm something, the workable answer is to amend the wording — "to the tenant’s current actual knowledge", or listing the exception — rather than declining to sign, which stalls the transaction and rarely serves anyone.

What landlords should expect

From the landlord side, the estoppel round is where the true state of the tenancies surfaces: forgotten side letters, unfinished landlord works, disputed charges from the cam reconciliation that nobody escalated. That is uncomfortable during a sale and much worse discovered by the buyer afterwards. Circulating draft certificates internally against the lease file before sending them to tenants finds most of it, and gives you the chance to resolve an item rather than see it written onto a document the buyer relies on.

Keeping the file straight

Ettex Signature collects the executed certificates without a printing round and shows which tenants are outstanding, Ettex Records keeps them against the tenancy with the lease amendments and side letters they refer to, and the schedule the buyer is checking them against is covered in rent roll.

To be clear: this is documents and records, not legal advice. An estoppel certificate has legal effect, the wording is negotiable, and where anything is disputed or unresolved it is worth a lawyer reading it before signature.