Estoppel certificate

An estoppel certificate is a signed statement of present facts about an agreement — a tenant confirming its lease terms, rent, and any defaults; a ground lessor confirming the lease stands unmodified; a co-op or condo board confirming a unit's standing — on which the requesting party (typically a buyer or lender) is entitled to rely, the signer being estopped from later contradicting it.

Estoppels matter in diligence because recorded instruments age: the memorandum of lease from decades ago says nothing about today's defaults or side agreements. The certificate closes that gap with a dated, binding snapshot — which is why financings and acquisitions of leased or ground-leased property collect them as a condition of closing.