30-min call with RobBook a proof-of-concept call
Job 03 · Sales and refinancings

// Commercial property management · One job

Tenant estoppel certificates, drafted from the lease file before any tenant is asked to sign.

One job for the desk that answers a lender's or buyer's estoppel request. AI fills the requested form in draft from the lease, every amendment, your abstract and the rent roll: term dates, rent, the deposit, options and any rent paid ahead. It then lists each statement the documents don't support for the person who sends the form to the tenant. Your reviewer sets every draft beside the certificate the tenant actually signed.

Book a proof-of-concept call30 minutes with Rob
Past estoppel files
20 to 30
Certificates signed or sent by the AI
None
Defaults stated by the AI
None

// The one job

A sale or a loan is pending. Each tenant's estoppel is drafted.

Buyer's counsel or a lender sends its estoppel form, usually with a tenant list and a date it needs them back. For each tenant, someone on your team pulls the lease and its amendments, checks the abstract against the latest rent roll, fills in the form and decides which statements the tenant can fairly be asked to confirm. The form goes to the tenant, comes back signed or marked up, and every change is worked through before closing.

For the test, AI does that on copies of estoppels your team already prepared. It fills each form in draft, ties every answer to a lease section or a rent roll line, and lists each statement the file can't back up, along with any question the form asks that the lease never required. Default and claim lines stay blank, with every notice in the file listed beside them. We call it the sandbox. No tenant sees a draft, and nothing is signed.

Lease fileCopies
Lease and amendments
Abstract
Rent roll line
Lender's form
DocumentSectionDate
Sketch only, not a real lease file
Drafted
for review
Tenant estoppelDraft
Term and options
Rent paid through
Deposit
Lines not supported
StatementAnswerSource
Sketch only, not a real certificate

// What makes it hard

Why an estoppel is more than the abstract on a new form

The lease sets the clock and what silence means. Office leases filed as SEC exhibits show the range. A lease for a San Francisco waterfront building gives the tenant ten business days, lets the certificate cover the lease's status, any defaults and the rent due, and if the tenant still hasn't signed after twenty days, makes the landlord its attorney-in-fact to sign, with the contents deemed acknowledged. A Dublin, California office lease also allows ten business days, uses the form attached to the lease or whatever form a prospective lender or purchaser requires, and treats a missed deadline as the tenant's admission that the certificate's statements are true without exception. The draft records the response period, any deemed-admission language and the form the lease permits, beside the one the lender sent.

Lenders and buyers often ask for more than the lease promises. An industrial portfolio loan agreement on file with the SEC has the borrower use commercially reasonable efforts to deliver tenant estoppels when the lender asks, no more than once in any twelve months unless an event of default is continuing, confirming that each lease is in full force with no defaults, that no rent was paid more than a month ahead except as security, that no free rent or other concession is still owed and that the tenant claims no offset. A purchase agreement for a single-tenant medical building takes the certificate in the form the lease requires or the tenant's own current form, dated within thirty days before closing and delivered at least five business days ahead. The draft marks each question the lease doesn't oblige the tenant to answer, so your team decides whether to ask it anyway.

The deposit line can follow the building to its next owner. Texas's chapter on commercial tenancies makes a new owner liable for the security deposit from the day it takes title, keeps the former owner liable until the new owner hands the tenant a signed statement of the exact amount, and fixes that amount as the greater of the lease figure or the figure in an estoppel certificate prepared by the owner when the lease was signed, or by the new owner at the transfer. So the draft shows the deposit from the lease, each amendment and the records your team sends, and flags any difference among them. Your reviewer, usually the lease administrator or property manager who clears estoppels, will look hardest at the deposit, the paid-through date and anything near a default.

A signed certificate is hard to walk back. California's Evidence Code presumes the facts recited in a written instrument conclusively true between its parties and their successors in interest, except a recital of consideration. California's chapter on commercial lease transfers counts a sublease, an assignment or an encumbrance of part of the tenant's interest as a transfer, and a landlord's consent to one transfer doesn't reach the next unless the lease limits the restriction to the original tenant or the landlord says so in writing. Where a form asks whether the lease was assigned or sublet, the draft lists each consent letter in the file and each subtenant on the rent roll, then leaves the answer to your team. How either statute applies to a given certificate is a question for counsel.

A federal tenant answers with a letter, on its own clock. Under GSA's Statement of Lease clause, the contracting officer has 30 days after a joint written request from the lessor and a prospective lender or purchaser to issue a letter saying whether the lease is in full force, the date to which rent and other charges are paid in advance, and whether any notice of default has gone out, based only on a review of the lease file. The subordination clause gives the government twenty business days after a written demand to sign the papers that confirm it. After a sale, GSA's current lease template calls for notice to the government within five days and a novation agreement, with rent paid to the new owner only from the lease amendment that adds it. The draft flags every federal lease at the start and quotes the clause that governs its answer.

// What you send

What we need from your lease administration desk

Copies from past closings
No lease system access
01

20 to 30 finished estoppel files

Estoppels your team prepared for past sales and refinancings, each with the lender's or buyer's form as it arrived and the certificate as the tenant returned it, markups and all. Mix office, retail and industrial, and include a tenant that refused to sign as drafted.

02

The lease file behind each one

The lease, every amendment and side letter, any assignment or sublease consent, and your abstract for each tenant in the sample.

03

The records on that date

The rent roll, deposit records and tenant ledger as they stood when each estoppel went out, plus any default notices or tenant letters in the file.

04

NDA first, bank details out

Nothing is copied until the NDA is signed. Strike wire instructions, account numbers and guarantors' home details; suites, dates and amounts stay so drafts can be scored. Where an owner says no to copies, we build look-alike files with you.

// Before it starts

Settled with your firm's owner before any estoppel file moves

Your firm's owner writes these down before the first copy is made.

Before the first copyOwner decides
Reviewer
The owner's pick, usually the lease administrator or the property manager who clears estoppels
Success criteria
Written: which statements must match the signed certificate, and how a missed unsupported line counts
Price
A range for drafting estoppels live on your next sale or refinancing
Sample
Chosen by your reviewer, marked-up and refused certificates included
NDA
Signed before a lease or rent roll is copied

// How the test is judged

Statement by statement, against the certificates your tenants signed

Same tenants, same forms
Every answer sourced
Across your 20 to 30 estoppelsThe certificate as signedThe draft
Lease, amendments and side letters listedFrom your own estoppel filesFrom your own estoppel files
Premises, suite and area as the lease states themFrom your own estoppel filesFrom your own estoppel files
Term, commencement, expiration and options as amendedFrom your own estoppel filesFrom your own estoppel files
Monthly rent, paid-through date and any rent paid aheadFrom your own estoppel filesFrom your own estoppel files
Deposit as the lease and your records show itFrom your own estoppel filesFrom your own estoppel files
Questions the lease never required, markedFrom your own estoppel filesFrom your own estoppel files
Statements the file can't support, listed for your teamFrom your own estoppel filesFrom your own estoppel files
Hours to prepare one tenant's estoppelFrom your own estoppel filesFrom your own estoppel files
Not scored yet. Nothing here comes from a real estoppel until yours are drafted.Your reviewer judges every row, and that judgment decides.

// After a yes

Your next closing, every estoppel checked before it goes out

With your reviewer's yes, the job runs for about 30 days on the estoppel requests that arrive for the buildings you choose.

Each draft waits for your lease administrator or property manager to correct and approve it. Your team sends it to the tenant, takes the markups back and answers the lender or buyer. No second job starts in that month.

// Later, ranked

Where tenant estoppels lead

Possibilities, ranked
One at a time
  1. 01

    Returned estoppel markups

    Each tenant's signed or marked-up certificate compared line by line with the draft that went out, with every change listed for your team before closing.

    Next
  2. 02

    SNDA requests

    The subordination, non-disturbance and attornment agreement a lender sends, read against the lease's own subordination clause for your team and counsel.

    Then
  3. 03

    Tenant insurance certificates

    Each tenant's certificate of insurance checked against its lease's insurance clause, with every gap listed for your team.

    After that

// One hard limit

No estoppel signed, sent or answered by the AI.

The AI never signs or sends an estoppel, never states that a tenant or the landlord is or isn't in default, and never contacts a tenant, lender or buyer. Default and claim lines are left for your team, with each notice in the file listed beside them. It works only on copies, and where the lease and the requested form disagree it quotes both, and your lease administrator, with the owner's attorney where needed, decides. This page is not legal advice.

Priced on its own. You get a range before the proof of concept and a fixed price before you sign.

Rob sets the range on the call from how many estoppels a typical sale or refinancing needs and how many of your buildings sell or refinance in a year.

// Questions

Tenant estoppel questions

Can it fill in the lender's own estoppel form?
Yes. The draft follows the form the lender or buyer sent and marks each question the lease itself doesn't require the tenant to answer. Whether to put that question to the tenant anyway stays with your team.
Will it say whether a tenant is in default?
No. Default and claim lines are left blank, with every default notice, cure letter and tenant complaint in the file listed beside them. Whether a default exists is a judgment for your lease administrator and the owner's attorney.
Some tenants will sign only their own form. Can it work with that?
Yes. The draft can be built on the tenant's form instead, and it lists each statement the lender or buyer wanted that the tenant's form leaves out. Your team decides what to send and how to close the difference.
Our abstracts are current. Why send whole leases?
Because an estoppel confirms the lease as amended, not the abstract. The draft cites the lease section behind each answer and lists any place where your abstract and the lease differ, so your reviewer can see which one a correction came from.
Is this legal advice?
No. The draft reports what the lease file says and where the requested form asks for more. What a signed certificate commits the owner or the tenant to is for your lease administrator and the owner's attorney to decide.
Rob Eason

Rob Eason, founder

// Book a proof-of-concept call

Bring the estoppels from your last closing.

A 30-minute call with Rob. He will ask what your firm manages, your part in it, that tenant estoppels are the job to test, and about how many a typical sale or refinancing needs. Keep every lease and rent roll in-house until the NDA is signed.

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