## Facts

- A 25-year ground lease for shopping-center property was executed June 1, 1973, requiring the tenant to construct and operate a bank building.
- The lease term began upon a specified commencement event (delivery of the property or opening of the bank), but the precise commencement date was uncertain because a contemplated addendum could not be located.
- The lease granted the tenant an option to renew, exercisable by written notice at least one year before the lease term’s termination, and required the tenant to certify lease facts to a future purchaser; successors were bound.
- In 1992, when Plaza bought the shopping center, it obtained a tenant-signed estoppel certificate stating the lease commenced November 1, 1973 and would terminate October 31, 1998; the Bank signed without changes.
- On January 26, 1998, the Bank sent notice purporting to exercise the renewal option.
- Plaza asserted the notice was late because it was not given at least one year before October 31, 1998; the Bank asserted the “true” termination date was June 30, 1999, making the notice timely.
- Plaza filed an unlawful detainer action after the Bank remained in possession past October 31, 1998.
- After a bench trial, the superior court rejected the estoppel certificate’s termination date, found the term ended June 30, 1999, and entered judgment for the Bank.

## Issues

1. Whether a commercial tenant’s estoppel certificate is a written “instrument” under California Evidence Code § 622.
2. Whether § 622 makes the termination date recited in the estoppel certificate conclusively binding on the tenant and successors in an unlawful detainer action, even if the recited date may be inaccurate or the underlying lease commencement date is uncertain.
3. Whether the Bank’s January 26, 1998 renewal notice was untimely when measured against the termination date stated in the estoppel certificate.

## Decision

- The Court of Appeal reversed the judgment for the Bank.
- The estoppel certificate qualified as a written “instrument” under Evidence Code § 622.
- The Bank was conclusively bound to the October 31, 1998 termination date stated in the certificate and was estopped from asserting a later termination date.
- Because renewal notice had to be given at least one year before October 31, 1998, the Bank’s January 26, 1998 notice was untimely, and the trial court erred by recalculating the lease term.

## Legal Principles

- Evidence Code § 622 establishes “estoppel by contract” through a conclusive presumption that facts recited in a written instrument are true between the parties and their successors in interest.
- A tenant estoppel certificate used in a commercial real estate transaction can constitute a written “instrument” for purposes of § 622.
- When § 622 applies, the recited facts are conclusively binding between the parties even if later evidence suggests the recitals were inaccurate or the underlying facts were uncertain.
- A party who signs an estoppel certificate without modification may be barred from contradicting material recitals (such as a lease termination date) in later litigation arising from the lease.

## Conclusion

The court held that the tenant’s estoppel certificate was an Evidence Code § 622 “instrument” whose stated lease termination date was conclusively binding on the tenant and successors, rendering the tenant’s renewal notice untimely and requiring reversal of the judgment for the tenant in the unlawful detainer action.


Plaza Freeway Ltd. P’ship v. First Mountain Bank, 81 Cal. App. 4th 616 (Cal. Ct. App. 2000)