Tenants are routinely requested by landlords to execute estoppel certificates in favour of purchasers or lenders as to the status of their leases. Most tenants ensure there are no ongoing performance defaults (such as a failure to repair) or monies owing by the landlord (such as for year-end adjustments). How many tenants review their lease carefully before signing?… Continue Reading
Direct agreements or tripartite agreements are often an important feature of financings involving ground leases or single tenants, as well as in project finance. … Continue Reading
The Quebec Court of Appeal in Meyerco Enterpresis Ltd. v. Kinmont Canada Inc. (2016 QCCA 89) has recently partially overturned a lower court ruling that awarded damages for a false estoppel signed by a tenant based on application of a cap rate paid by the buyer and addressee of the estoppel instead applying general principals of damages including mitigation.… Continue Reading
A dirty estoppel is much like a Dirty Martini, except it packs a much bigger hangover if not properly digested.
On almost all major commercial real estate transactions today, a buyer will get few if any representations on the leases other than a statement that all of them have been delivered as well as a rent roll.
Instead the buyer will seek comfort on the estoppels to be delivered by the tenants (the figurative horse’s mouth) who in theory are making representations directly to the buyer and their lender and implicitly releasing vendor from past claims (enhanced by having the … Continue Reading
The Supreme Court dismissed an appeal this week from the Quebec Court of Appeal in Immeubles Jacques Robitaille inc. v. Québec (City), 2014 SCC 34. The appellant developer had challenged an offence notice issued by the municipality for permitting or tolerating non-conforming parking use contrary to the municipality’s zoning and planning by-law. The developer, in challenging the notice, relied in part on acquired rights based on the use of the parking lot. The question that was raised was whether the doctrine of estoppel could be pleaded by a defendant in penal proceedings dealing with an application of … Continue Reading