Legal Question in Real Estate Law in Nevada

Estoppel Certificate

Hi I am leasing a commercial property and the owners are selling, the prospective owners have given all the tenants an Estoppel and a Specific Assignment, Subordination, Non-Disturbance and Attornment Agreement to sign and we are being told that if we don't sign it our lease is null and void. Is this true? Also, we do not agree with everything on this estoppel. Bottom line, I have a really good lease and I don't want any of it changed how do I as a tenant protect myself against any changes to my lease or verbal agreements that I have with the current owner?

Asked on 1/03/08, 6:53 pm

3 Answers from Attorneys

Joslyn LaMadrid Albright Stoddard Warnick & Albright

Re: Estoppel Certificate

It would depend on what is in your commercial lease. Generally, a provision is inserted in a commercial lease that provides if the Landlord needs an estoppel certificate under a variety of circumstances, the tenant will provide one, otherwise it results in a default under the lease. If you would like me to take a look at your lease, please contact my office at your earliest convenience to discuss this matter. Thanks.

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Answered on 1/03/08, 6:58 pm
James Smith James E. Smith Ltd.

Re: Estoppel Certificate

You have to read your lease to see if you have agreed to be subordinated upon sale of the property. Usually these clauses are standard so that property remains marketable despite the existence of tenants. If you do not agree with something in the estoppel certificate you need to negotiate with the new owner or file a declaratory relief action in district court.

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Answered on 1/03/08, 7:23 pm
Paul Malikowski Malikowski Law Offices, Ltd.

Re: Estoppel Certificate

Generally, by providing an estoppel certificate, you will be barred from asserting any default, breach, claim or violation of any lease covenant against the new landlord, which accrued under the tenancy of the old landlord. For example, if your roof leaks buckets, and you do not mention the leak in your estoppel certificate, you should learn how to row, because you will not be entitled to any relief the new landlord was not on notice of by the estoppel document. This may be true even if the new landlord promised to fix the roof when he closed escrow. Other parts of the lease which should be checked include square footage, amenities, CAMs, CPI or other increases; basically, any accounting issues that could be brought against the former landlord will vanish, if you do not except them from the coverage of the estoppel certificate. Your attorney can explain further.

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Answered on 1/03/08, 7:27 pm

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