Estoppel Certificate

An estoppel certificate is a routine but important document that surfaces whenever a leased property is sold or refinanced. In it, the tenant certifies the essential facts of its lease — the rent, term, security deposit, any outstanding landlord obligations, and whether either party is in default. A buyer or lender relies on these statements to verify what they are acquiring or financing, and the tenant is legally 'estopped' from later contradicting them. For healthcare tenants, an estoppel request is a moment requiring care: signing without review can inadvertently waive claims, such as an unfulfilled tenant improvement allowance or a disputed charge. Most leases require the tenant to return an estoppel within a set number of days, so practices should understand the obligation before it arises. Reviewing the certificate against the actual lease terms — ideally with counsel — ensures the tenant confirms only what is accurate.

An estoppel certificate becomes binding once signed. Reviewing it carefully protects a tenant from unintentionally waiving allowances, credits, or claims during a sale or refinance.

A landlord selling a medical building asks each tenant to sign an estoppel certificate. One practice notices the draft omits a $40,000 tenant improvement allowance the landlord still owes, and corrects it before signing — preserving its claim.