What if my landlord won’t give an estoppel certificate?

Unlike consent to an assignment, most commercial leases do not actually obligate a landlord to provide an estoppel certificate at all, which is a large part of why refusal or silence happens more often than buyers expect going in.

Why a landlord might not cooperate

Some landlords have no contractual duty to provide one and decline as a matter of policy. Others are slow because it simply is not a priority for them, or because their own records — the rent ledger, notices sent, side arrangements — are not in order enough for them to certify cleanly. Reluctance itself is sometimes worth investigating rather than dismissing.

A seller’s certificate is the usual substitute

Where a landlord will not provide one, buyers commonly ask the seller to represent and warrant the same facts directly in the purchase agreement — current rent, remaining term, any default, side agreements — backed by an indemnity if something later proves wrong. It is a weaker substitute than an independent landlord confirmation, but it shifts the risk of an inaccurate answer back onto the party who actually knows the lease’s history.

Some leases can be read to require one anyway

Check the lease itself before assuming there is no leverage at all. Some commercial leases include a clause obligating the landlord to provide a certificate on reasonable request within a set number of business days, turning what looks like a discretionary favour into an enforceable obligation worth pointing to directly.

Build the delay into your timeline

Because this is a common reason a closing date slips, request the certificate as early as possible, ideally alongside the landlord-consent conversation, rather than waiting until the rest of the deal is otherwise finished, so a slow landlord does not become the single item holding everything up.