Estoppel Request
Tenant Estoppel Certificate Request Letter
A two-part package -- a landlord/seller cover letter demanding a signed estoppel by a firm deadline, plus the estoppel certificate form itself -- used to make each tenant certify the key facts of their own lease directly to a buyer or lender.
When to use this
An estoppel certificate converts what's on the seller's rent roll from the seller's own say-so into the tenant's own binding certification -- once a tenant signs, it cannot later claim a different commencement date, a lower security deposit, an undisclosed rent concession, or a side letter (like free reserved parking) that the seller's files never mentioned. Sellers send this request the moment a PSA is signed because most PSAs make delivery of estoppels covering a stated share of the property's Gross Potential Rent -- commonly around 90% GPR, plus 100% from any named "Major Tenant" -- a condition of Closing, so a handful of slow or uncooperative tenants can genuinely delay or kill a closing date. The firm deadline in the cover letter matters because many leases include a "deemed certification" fallback letting the landlord certify on a silent tenant's behalf after a stated number of days, but a buyer's lender will almost always prefer an actual tenant-signed original over that fallback, so sellers push hard for real responses before ever relying on it. Reviewing returned certificates line by line is also how a buyer catches the deal-changing surprises a rent roll misses -- an already-exercised renewal option, an unrecorded expansion, or a side letter granting a concession the seller either forgot about or conveniently left off.
TENANT ESTOPPEL CERTIFICATE REQUEST PACKAGE
(Cover Letter + Estoppel Certificate Form)
PART 1 -- LANDLORD COVER LETTER
[LANDLORD/SELLER ENTITY NAME]
[LANDLORD ADDRESS]
[CITY, STATE ZIP]
[DATE]
Sent via [DELIVERY METHOD -- EMAIL / CERTIFIED MAIL / OVERNIGHT COURIER]
[TENANT ENTITY NAME]
Attn: [TENANT CONTACT NAME], [TENANT CONTACT TITLE]
[TENANT ADDRESS]
[CITY, STATE ZIP]
Re: Request for Tenant Estoppel Certificate -- [PROPERTY NAME]
[PROPERTY ADDRESS], Suite [SUITE NUMBER]
Lease dated [ORIGINAL LEASE DATE], between [LANDLORD ENTITY NAME] ("Landlord")
and [TENANT ENTITY NAME] ("Tenant"), as amended (the "Lease")
Dear [TENANT CONTACT NAME]:
[LANDLORD ENTITY NAME] is the current landlord under the above-referenced Lease
covering the premises you occupy at [PROPERTY NAME] (the "Property"). We are in the
process of selling the Property to [BUYER ENTITY NAME] (the "Buyer"), which [is/is
not] obtaining acquisition financing from [LENDER ENTITY NAME] (the "Lender"). As a
standard part of that process, the Buyer [and Lender] require a current, signed
Estoppel Certificate from each tenant at the Property confirming the status of their
lease.
Under the Purchase and Sale Agreement for the Property, Seller must deliver executed,
unqualified estoppel certificates covering at least [ESTOPPEL THRESHOLD]% of the
Property's Gross Potential Rent (GPR) as a condition of Closing. Your prompt response
directly affects whether this closing condition can be met on schedule.
Enclosed please find a Tenant Estoppel Certificate for your review, completion, and
signature. Please:
1. Review each statement against your own records and your copy of the Lease;
2. Note any exceptions in the space provided -- an exception does not jeopardize
your tenancy, it simply corrects the record; and
3. Sign, date, and return [NUMBER] original counterparts to the undersigned no
later than [DEADLINE DATE] at [TIME] [TIME ZONE] (the "Response Deadline").
This is a firm deadline tied to a closing date the Buyer cannot move. Please note
that Section [LEASE SECTION #] of the Lease provides that if Tenant fails to deliver
an executed Estoppel Certificate within [NUMBER] days after Landlord's written
request, Landlord is authorized to execute and deliver a certificate on Tenant's
behalf certifying the statements below, which will be conclusively binding on
Tenant. We strongly prefer you complete and return your own certificate rather than
rely on that provision.
If any statement in the enclosed certificate does not match your understanding of
the Lease, mark the specific paragraph, note the correction, and initial the
change -- do not simply decline to sign. Questions may be directed to [LANDLORD
CONTACT NAME] at [PHONE] or [EMAIL].
Thank you for your prompt attention to this matter.
Sincerely,
[LANDLORD SIGNATORY NAME]
[TITLE]
[LANDLORD ENTITY NAME]
Enclosure: Tenant Estoppel Certificate ([NUMBER] originals)
PART 2 -- TENANT ESTOPPEL CERTIFICATE
TO: [BUYER ENTITY NAME], [LENDER ENTITY NAME], and their respective successors
and assigns (collectively, "Addressees")
RE: Lease dated [ORIGINAL LEASE DATE] (as amended, the "Lease") between
[LANDLORD ENTITY NAME] ("Landlord") and [TENANT ENTITY NAME] ("Tenant"),
for premises known as Suite [SUITE NUMBER] at [PROPERTY NAME],
[PROPERTY ADDRESS] (the "Premises")
The undersigned Tenant, knowing that Addressees will rely on this Certificate in
connection with the Buyer's purchase of, and the Lender's financing secured by, the
Property, certifies to Addressees, as of [CERTIFICATE DATE], as follows:
1. LEASE DOCUMENTS. The Lease consists of the following documents, and no others:
Lease Agreement dated: [ORIGINAL LEASE DATE]
Amendment No. 1 dated: [DATE] -- [BRIEF DESCRIPTION]
Amendment No. [NUMBER] dated: [DATE] -- [BRIEF DESCRIPTION]
Side letters / other agreements
not part of the recorded Lease: [DESCRIPTION AND DATE, OR "NONE"]
Except as listed above, the Lease has not been amended, modified, or supplemented,
and there are no other agreements, oral or written, between Landlord and Tenant
regarding the Premises.
2. TERM.
Commencement Date: [DATE]
Expiration Date of current term: [DATE]
Tenant is currently in: [ ] Initial Term [ ] Option/Renewal Term #[NUMBER]
Tenant has accepted possession of the Premises, which contain approximately
[SQUARE FOOTAGE] rentable square feet.
3. BASE RENT.
Current monthly Base Rent: $[AMOUNT]
Current annual Base Rent: $[AMOUNT] ($[RATE]/RSF/YR)
Base Rent paid current through: [MONTH, YEAR]
Next scheduled rent adjustment: [DATE], to $[AMOUNT]/month
Free rent, abatement, or concessions still owed to Tenant: [DESCRIPTION, OR "NONE"]
4. PERCENTAGE RENT.
[ ] Not applicable -- Lease does not provide for percentage rent.
[ ] Applicable, as follows:
Breakpoint: $[AMOUNT]
Percentage rate: [RATE]%
Percentage rent paid, most recent period: $[AMOUNT], for [PERIOD]
5. ADDITIONAL RENT (CAM / TAXES / INSURANCE).
Tenant's pro rata share: [PERCENTAGE]% ([SF] RSF / [BUILDING TOTAL SF] RSF)
Current estimated Additional Rent: $[AMOUNT]/month, subject to annual reconciliation
Disputes regarding Additional Rent: [DESCRIPTION, OR "NONE"]
6. SECURITY DEPOSIT.
Amount held by Landlord: $[AMOUNT]
Form: [ ] Cash [ ] Letter of Credit (No. [NUMBER])
Applied, forfeited, or returned in whole or part? [ ] No [ ] Yes: [EXPLAIN]
7. RENEWAL / EXPANSION / TERMINATION / OTHER OPTIONS.
Renewal option(s): [NUMBER, LENGTH, RENT BASIS, NOTICE DEADLINE, OR "NONE"]
Expansion / ROFO / ROFR: [SPACE, TERMS, NOTICE DEADLINE, OR "NONE"]
Termination option: [TRIGGER, FEE, NOTICE DEADLINE, OR "NONE"]
Has any option above already been exercised? [ ] No [ ] Yes: [EXPLAIN]
8. DEFAULT. To Tenant's knowledge:
(a) Landlord is not in default under the Lease, and no event has occurred that,
with notice or the passage of time, would become a default by Landlord,
except: [DESCRIPTION, OR "NONE"]
(b) Tenant is not in default under the Lease, and no event has occurred that,
with notice or the passage of time, would become a default by Tenant,
except: [DESCRIPTION, OR "NONE"]
9. DISPUTES / CLAIMS / OFFSETS. Tenant has no claim, defense, or right of offset
against Landlord or against enforcement of the Lease, and no dispute, litigation,
or arbitration is pending or threatened between Landlord and Tenant, except:
[DESCRIPTION, OR "NONE"]
10. GUARANTY.
[ ] Not applicable -- no guaranty of the Lease.
[ ] Lease is guaranteed by [GUARANTOR NAME] under a Guaranty dated [DATE],
which remains in full force and effect, unmodified.
11. ASSIGNMENT / SUBLEASE. Tenant has not assigned the Lease or sublet all or any
part of the Premises, except: [DESCRIPTION, OR "NONE"]
12. BANKRUPTCY. Tenant has not filed, and is not currently the subject of, any
petition in bankruptcy, receivership, or insolvency proceeding.
13. INSURANCE. Tenant maintains the insurance coverage required under the Lease and
is not aware of any lapse in coverage.
This Certificate is given with the understanding that Addressees, and their
successors and assigns, are entitled to rely on it in connection with the
acquisition and/or financing of the Property, and that Tenant will be bound by the
statements above as if made directly to any such party.
TENANT: [TENANT ENTITY NAME]
By: _______________________________
Name: [SIGNATORY NAME]
Title: [SIGNATORY TITLE]
Date: [DATE]