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Does an estoppel modify or take precedence over a commercial lease?

San Francisco, CA |

I am one of the users of a space for which a commercial lease was signed, followed later by an estoppel. I'm wondering what weight the estoppel has and whether it effectively modifies or takes precedence over the lease. For example, if we are using the space in a way that is prohibited in the estoppel but not prohibited in the lease, which has more legal value?

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If you are referring to an estoppel certificate for the benefit of a 3rd party, such as a prospective purchaser of the property, the certificate is used for you to state truthfully (so that the purchaser can rely on your disclosures) the terms and circumstances of your tenancy. It is usually prepared by the landlord for you to sign. It does not modify the terms of the lease although it may require you to affirm that a particular use is not being made of the property. If so, and if you are using the premises contrary to the representation in the certificate, you should insist on striking that provision or you should not sign the certificate because it would be untrue.

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Thanks for your answer. The estoppel was signed a long time ago. Now the premises are being used in a manner contrary to what is said in the certificate, however it is not contrary to the lease. So I'm wondering if we can fall back on the lease to defend ourselves and say that the usage made of the premise is not prohibited by the lease.

Michael Raymond Daymude

Michael Raymond Daymude


Your questions are not possible to answer out of context. Facts are important. If you have a pending issue regarding your use of the premises, you need to review the facts with a lawyer.


Based on your description and comments, you need to take your lease and the estoppel and any other documents to a local landlord tenant or real estate lawyer for a consultation.

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