Plaza Freeway Ltd. Partnership v. First Mountain Bank

In Plaza Freeway Ltd. Partnership v. First Mountain Bank (2000) 81 Cal.App.4th 616, in connection with the sale of a commercial property, the tenant executed an estoppel certificate stating the lease term "'commenced on November 1, 1973 and will expire on October 31, 1998.'" (Plaza Freeway, supra, 81 Cal.App.4th at p. 620.) Under the lease, the tenant had three, five-year options to renew, but was required to notify the landlord of its intent to renew 12 months before the expiration date of the lease. The tenant gave notice of its intent to renew on January 26, 1998, which the landlord rejected as untimely. The tenant sent a second notice, indicating its belief the lease terminated on March 29, 1999, five months later than it had represented in the estoppel certificate. (Ibid.) The owner filed an unlawful detainer action. The trial court ruled in the tenant's favor, concluding the lease term actually expired on June 30, 1999, eight months later than the tenant had represented in the estoppel certificate. (Id. at pp. 620-621.) The Court of Appeal reversed, holding the tenant was estopped from taking any position contrary to its representation in the estoppel certificate that the lease terminated on October 31, 1998. As the appellate court explained, "even if the estoppel certificate contains an erroneous recitation of the lease terms, the facts contained in the certificate are conclusively presumed to be true under section 622." (Plaza Freeway, supra, 81 Cal.App.4th at p. 628.) This is because estoppel certificates "are almost always used in commercial real estate transactions. They inform lenders and buyers of commercial property of the tenant's understanding of the lease agreement. . . . Thus, application of section 622 to estoppel certificates would promote certainty and reliability in commercial transactions. A contrary conclusion would defeat the purpose behind the widespread practice of using estoppel certificates." (Id. at pp. 628-629.)