Estoppel Certificates
This week we wanted to bring to your attention an interesting decision out of the First Department which affirmed the lower Court’s Order directing that a Seller return a $12 million-dollar Downpayment due to Seller’s failure to deliver Estoppel Certificates that included all of the contractually agreed upon representations.
The relevant facts of, as well as a link to, the case are set forth below.
The Supreme Court, New York County, granted the Plaintiff-purchaser’s motion for summary judgment, holding that the Plaintiff was entitled to the return of its contract deposit because the Defendant-seller had not provided tenant estoppel certificates in the form required by multiple contracts of sale between the parties which contemplated simultaneous closings.
The estoppel certificates were required to include a certification that “[n]either Tenant nor Owner-Landlord is in breach or default under the Lease…” The Appellate Division, First Department, affirmed the lower court’s ruling. According to the Appellate Division, “[t]he seller estoppel certificates stated that the owner-landlord was not in default under the lease, but…omitted the language that the tenants were not in breach or default of the lease.” Therefore, the Defendants had “breached a material obligation under the PSAs, by failing to provide estoppel certificates conforming to the requirements of the PSAs [citations omitted]”. Angelo Gordon Real Estate Inc. v. Benlab Realty, LLC, 2023 NY Slip Op 02377, decided May 4, 2023, is posted at
https://www.nycourts.gov/reporter/3dseries/2023/2023_02377.htm
This case is an important reminder to carefully review all of the delivery requirements of your Contract to make certain that you do not inadvertently provide the other party with an opportunity to terminate an otherwise binding contract because of such an omission.
When you subscribe to the blog, we will send you an e-mail when there are new updates on the site so you wouldn't miss them.
About the author
Home Abstract Corp. has placed the information on this website as a service to the general public. Use of this website and the information contained thereon does not in any manner constitute legal advice from Home Abstract Corp. to the user. Nothing herein shall serve to create an attorney/client relationship between Home Abstract Corp. and the user. While the information on this site may concern legal issues, it is not intended as legal advice or as a substitute for the particularized advice of your own legal counsel. Anyone seeking specific legal advice or assistance concerning the information available on this website should retain their own attorney for such legal counsel.
This website could include inaccuracies or typographical errors. The materials on this website are not guaranteed to be correct, complete, or up‐to‐date after the date of posting. The articles and information on this website are provided AS-IS; without warranty of any kind, either express or implied.
Each individual document published by Home Abstract Corp. on this website may contain other proprietary notices and copyright information relating to that specific document. Home Abstract Corp. hereby authorizes you to view, store, print and copy any pages within this website solely for your personal information and use and not for resale, re-publication, or further on-line or mass distribution. In consideration of this authorization, you agree that (a) any copy of the information or documents which you make shall retain all copyright and other proprietary notices contained herein and (b) nothing on this website shall be reproduced, sold, or distributed to third parties on-line or by mass mailing without the express written consent of Home Abstract Corp.
Some links within the Home Abstract Corp. website may lead to other sites that we believe may be useful or informative. The Home Abstract Corp. website does not incorporate any materials appearing in such linked sites by reference. These links to third party sites or information are not intended as, and should not be interpreted by you as, constituting or implying our endorsement, sponsorship, or recommendation of the third-party information, products, or services found there. We do not maintain or control these sites and accordingly make no guarantee concerning the accuracy, reliability, or currency of the information found thereon.
