Estoppel certificate
An estoppel certificate is a signed statement from a landlord confirming the current facts of a lease — the rent, the term, the deposit held, whether any default exists, and what side agreements are in place. Once given, the landlord is generally prevented from later asserting something inconsistent with it.
A buyer reading the lease document alone is reading history. Rent may have been renegotiated verbally, a deposit may have been applied, an option may already have been exercised or missed, and there may be arrears the seller has not mentioned. The estoppel certificate is the landlord confirming the present, in writing.
What it should confirm
- Current rent and additional rent, and the date the term actually ends
- The deposit the landlord is holding, and its condition
- That no default exists, and no notice of default has been issued
- Which renewal or extension options remain, and their deadlines
- That no amendments or side agreements exist beyond those listed
Sources
This definition is checked against primary sources. Links were last confirmed on the dates shown.
- 01Canada Revenue AgencyGovernmentSelling a business
- 02Treadstone LawLegal commentaryGetting a Landlord Estoppel Certificate When Selling a Business in Ontario
- 03Treadstone LawLegal commentaryGetting Landlord Consent to Assign a Commercial Lease in an Ontario Business Sale
- 04Treadstone LawLegal commentaryLease Red Flags to Watch For Before Buying a Business in Ontario
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