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Estoppel
Also called estoppel certificate, estoppel letter, acknowledgment.
A signed statement of facts the signer is afterward barred from contradicting, used to pin down what a lease, an invoice or a balance actually is before someone lends against it.
Drafted with AI assistance. Not yet independently checked. Nobody has verified the claims on this page against a source, so treat the figures and legal points as a starting point rather than as settled, and confirm anything you are about to act on. How we check things.
What it means
The doctrine is old and simple: having asserted something another party relied on, you cannot later assert the opposite. The commercial use is to manufacture that certainty deliberately.
Landlord estoppel
On SBA and commercial real estate files, the landlord confirms the lease terms, the rent paid to date, the absence of default, and the remaining term. It is frequently paired with a landlord waiver subordinating the landlord's statutory or contractual lien on equipment and inventory located at the premises, so the lender can take its collateral out if it needs to.
Account debtor acknowledgment in factoring
The factor sends a notice of assignment and asks your customer to confirm the invoice is valid, unpaid, undisputed and payable to the factor. Some forms also ask the customer to waive defenses and rights of setoff, which is a substantially larger request than a confirmation.
Where this one catches people
Signing an estoppel that waives defenses gives away rights whose existence you may not yet know about. For an account debtor, certifying that an invoice is valid and undisputed forecloses later deductions for short shipment, defects or damage that surface after the certificate is signed. For a tenant, certifying no landlord default waives complaints about the roof.
Where you will meet this term
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Estoppel — common questions
What does estoppel mean?
A signed statement of facts the signer is afterward barred from contradicting, used to pin down what a lease, an invoice or a balance actually is before someone lends against it.
Where does estoppel catch people out?
Signing an estoppel that waives defenses gives away rights whose existence you may not yet know about. For an account debtor, certifying that an invoice is valid and undisputed forecloses later deductions for short shipment, defects or damage that surface after the certificate is signed. For a tenant, certifying no landlord default waives complaints about the roof.
Is estoppel the same as an interest rate?
Estoppel is defined above; if you are comparing it against a rate, check whether the two measures share a time dimension before you put them side by side.
Which products does estoppel apply to?
SBA Loan, Equipment Financing, Invoice Financing, Asset-Based Lending.
Is there a worked example of estoppel?
Not on this entry. Where a term is arithmetic, the arithmetic is shown; this one is not primarily a calculation.
What else should I read alongside estoppel?
Due diligence, Landlord Waiver, Notice of assignment, Obligor, Setoff.
Has this definition been checked?
Not yet. This entry is drafted and live, and the notice at the top says so. Confirm anything you are about to act on.
Is this legal advice?
No. It is a definition. What a clause does in your contract, in your state, is a question for a lawyer licensed where you are.
Can I suggest a term?
Yes — [email protected]. The glossary grows from what people are actually shown in contracts.