What should a CAM disclosure in an estoppel certificate say?

A complete CAM disclosure in an estoppel certificate should state: (1) the current monthly CAM estimate amount and its effective date, (2) the most recent reconciliation year and whether it resulted in a balance due or credit, (3) whether that balance has been paid or applied and when, (4) whether any prior year reconciliations remain outstanding or unissued, (5) whether any CAM cap applies and its current ceiling, and (6) whether any audit requests or disputes are pending. Each element should be stated with specificity — dollar amounts, dates, and whether the information is final or estimated.

Is the CAM disclosure in an estoppel legally binding?

Yes. Once signed, an estoppel certificate is a binding representation that estops (prevents) the signing party from later contradicting what was certified. A tenant who certifies that all CAM reconciliations are current and no disputes exist cannot later assert they were owed a $22,000 credit for the 2023 year. A landlord whose form misstates the current CAM estimate cannot later claim the true estimate was higher. Third parties — buyers and lenders — rely on these representations. If they're wrong and the third party suffers loss as a result, the party who made the inaccurate representation may face indemnification claims.

How do you handle an open CAM reconciliation year in an estoppel?

You disclose it explicitly. Don't pretend the year doesn't exist or bundle it into a vague 'reconciliation in process' statement. The disclosure should identify the year, the current estimate payment, and an expected outcome range if available: 'The 2025 CAM reconciliation is in process and has not been issued. Tenant's current monthly estimate payment for 2025 is $3,750. Based on current information, Landlord estimates the 2025 reconciliation will result in a balance due from Tenant in the range of $4,200–$6,800, subject to final vendor invoices.' That level of specificity protects all parties.

What qualifications can a tenant add to an estoppel certificate?

Tenants routinely add qualifications before signing: (1) changing absolute representations to 'best of Tenant's knowledge' for matters they can't independently verify (like whether the landlord is in default under a ground lease); (2) noting that a specific CAM year is under review or dispute; (3) noting that the audit right window for a specific year hasn't yet expired; (4) correcting specific factual errors in the landlord's draft. Courts have generally upheld reasonable tenant qualifications. What tenants cannot do is unreasonably withhold the estoppel entirely — most leases impose an affirmative obligation to certify accurate facts.

What is a deemed approval clause in an estoppel certificate?

A deemed approval clause provides that if a tenant fails to return the completed estoppel certificate within the required period (typically 10 business days), the tenant is deemed to have approved and certified all statements in the landlord's draft as accurate. This is a significant protection for landlords in time-sensitive transactions — it prevents tenants from simply ignoring the request to delay or block a closing. Courts have generally enforced deemed approval provisions as written. Landlords should confirm their lease forms contain this clause and track the deadline carefully after sending an estoppel request.

Estoppel Certificate Sample: Annotated CAM Disclosure Language for Landlords

By Angel Campa·Founder, CapVeriUpdated April 24, 20267 min read

The best way to understand an estoppel certificate is to walk through one section by section, with annotations explaining why each element is drafted the way it is. This sample is for an inline retail tenant in a multi-tenant NNN shopping center — the most common estoppel context. Adapt accordingly for office or industrial.

Sample Estoppel Certificate with Annotations

TENANT ESTOPPEL CERTIFICATE

This Tenant Estoppel Certificate ("Certificate") is made as of April 15, 2026, by Riverside Coffee Roasters, Inc., a Texas corporation ("Tenant"), for the benefit of Harborview Capital Partners IV, LLC ("Buyer") and First National Life Insurance Company ("Lender").

[Note: Identify all relying parties specifically. A certificate made "for the benefit of Landlord's lender" is weaker than one specifically naming the lender. Buyers and lenders routinely require they be expressly identified as relying parties.]

1. LEASE IDENTIFICATION

Tenant is the tenant under that certain Lease Agreement dated March 15, 2019 (the "Original Lease"), as amended by that certain First Amendment to Lease Agreement dated June 8, 2021 (the "First Amendment"), between Tenant and Granite Bay Properties, LLC ("Landlord"), as assigned to Harborview Holdings, LLC pursuant to that certain Assignment and Assumption of Landlord's Interest dated January 22, 2024 (collectively, the "Lease"), covering approximately 2,850 rentable square feet of space (the "Premises") at the Meridian Crossing Shopping Center, 4400 Meridian Blvd., Austin, Texas 78758 (the "Property").

[Note: Identify every amendment and assignment. Estoppels that fail to reference amendments are defective — the representations may not reflect the full, current lease terms. Always pull the full lease history before drafting.]

2. LEASE TERM AND RENT

(a) The Lease has a current term commencing April 1, 2019 and expiring March 31, 2029. Tenant has exercised the First Option to Renew for a five-year term commencing April 1, 2029 and expiring March 31, 2034. Tenant has not exercised the Second Option to Renew.

(b) Current base rent is $28.50 per square foot per year ($6,768.75 per month), increased to $29.65 per square foot per year ($7,041.88 per month) effective April 1, 2026.

[Note: The rent bump effective April 1 is important — if the certificate is signed before the bump takes effect, note both the current and upcoming rent. Buyers underwrite on current rent; lenders model forward cash flows.]

3. OPERATING EXPENSES, TAXES, AND INSURANCE

(a) Current Monthly Estimate. Tenant's current monthly estimate payment for operating expenses (CAM), real estate taxes, and insurance is $2,140.00 per month, effective January 1, 2026, allocated as follows:

Operating expenses (CAM): $1,190.00/month ($5.01/SF annualized)
Real estate taxes: $780.00/month ($3.28/SF annualized)
Insurance: $170.00/month ($0.72/SF annualized)

[Note: Break out the three components separately. Buyers need to model each category separately for underwriting — a blended total doesn't tell them whether the tax estimate is based on the current assessment or a prior year estimate. If you adjusted estimates mid-year, note the effective date of the current amounts.]

(b) Most Recent Reconciliation. The most recent completed CAM reconciliation was for the calendar year ended December 31, 2024 (the "2024 Reconciliation"). The 2024 Reconciliation resulted in a balance due from Tenant of $3,840.00, which Tenant paid in full on April 17, 2025. No portion of the 2024 Reconciliation balance remains outstanding.

(c) 2025 Reconciliation. The CAM reconciliation for the calendar year ending December 31, 2025 (the "2025 Reconciliation") has not been issued. Based on current operating data, Landlord estimates the 2025 Reconciliation will result in a balance due from Tenant of approximately $2,200.00–$3,600.00. This estimate is not final and is subject to final vendor invoices. The 2025 Reconciliation will be issued to Tenant by March 31, 2026.

[Note: This is exactly the right way to handle an open reconciliation year. Identify it, state that it hasn't been issued, and provide a good-faith range if available. Buyers and their lenders will factor this into the acquisition — treat it as a known liability, not something to hide.]

(d) Prior Year Reconciliation Status. All CAM reconciliations through and including calendar year 2024 have been completed, issued to Tenant, and any resulting balances have been paid in full or credited to Tenant. There are no outstanding CAM, tax, or insurance reconciliation balances owed by or to Tenant for any lease year prior to 2025.

[Note: This is one of the most important representations in the estoppel — that prior years are clean. If they're not clean, this representation cannot be made. Don't use template language that says this if it isn't true.]

(e) CAM Cap. Tenant's Lease contains a 5% per year cumulative cap on controllable CAM operating expenses (the "Cap"), beginning in Lease Year 2 (April 1, 2020). The Cap does not apply to real estate taxes, insurance, or utilities. For the current lease year (April 1, 2025 through March 31, 2026), the applicable controllable CAM ceiling under the Cap is $4.85/SF. Controllable CAM charges for the current lease year have not exceeded the Cap ceiling as of the date of this Certificate.

[Note: Specify what the cap covers and what it doesn't. Stating "a CAM cap applies" without distinguishing controllable from non-controllable creates ambiguity. The buyer's underwriter needs to know whether taxes and insurance — often the fastest-growing categories — are capped.]

4. DEFAULTS AND DISPUTES

(a) To Tenant's knowledge, the Lease is in full force and effect. Tenant is not in default under the Lease, and no condition exists which, with the giving of notice or passage of time, would constitute a default by Tenant.

(b) To Tenant's knowledge, Landlord is not in material default under the Lease. Tenant has not given Landlord written notice of any Landlord default that remains uncured.

[Note: "To Tenant's knowledge" is appropriate for representations about third-party facts the tenant can't independently verify — like whether the landlord has complied with all lease obligations. Pure factual representations (what the tenant is paying, what they've received) should not be hedged with knowledge qualifiers.]

(c) There are no pending disputes, claims, or offsets between Tenant and Landlord regarding operating expenses, CAM charges, real estate taxes, or insurance for any lease year.

(d) Tenant has not submitted any written audit request under Section 9.2 of the Lease. The audit rights under Section 9.2 of the Lease for the 2024 CAM Reconciliation expire on October 31, 2026 (18 months from the date of Tenant's receipt of the 2024 Reconciliation).

[Note: Disclosing when the audit window expires is good practice and sometimes specifically required by buyers. A buyer closing in April 2026 with a 6-month audit window still outstanding needs to know — they're inheriting that potential liability.]

5. ADDITIONAL PROVISIONS

(a) Tenant Improvements and Allowances. Landlord has no unfunded tenant improvement allowance obligations under the Lease. All landlord work obligations have been fully completed and accepted by Tenant.

(b) Options and Rights. Other than the Second Option to Renew (which has not been exercised), Tenant holds no options to purchase, rights of first refusal, rights of first offer, or expansion options under the Lease.

(d) Security Deposit. Landlord holds a security deposit from Tenant in the amount of $13,537.50 (equal to two months' current base rent). No portion of the security deposit has been applied by Landlord.

6. DEEMED APPROVAL

This section should appear in the Lease itself, not the Certificate — but the provision matters enough that landlords should confirm it's in their lease form:

Most institutional leases include language like: "If Tenant fails to return a completed Estoppel Certificate within ten (10) business days of Landlord's request, Tenant shall be deemed to have certified that: (i) the Lease is in full force and effect; (ii) no defaults or disputes exist; and (iii) all statements in the Landlord-prepared draft Certificate are accurate."

This provision is enforceable in most jurisdictions and prevents tenants from using delay to obstruct a transaction. Track the 10-business-day deadline from the date of delivery (not the date of sending).

How to Use This Sample

For more context on estoppel certificate obligations and what must be disclosed, see our estoppel certificate guide for property managers and our full estoppel certificate overview for commercial leases.

For the CAM lease clause that generates the right to request estoppels and the audit right provisions that need to be disclosed, see our CAM lease clause negotiation guide.

The hardest part of executing a clean estoppel isn't the form — it's having accurate, current records for each tenant. Current monthly estimates, completed reconciliations, cap calculations, audit window expiration dates. Properties running CAM reconciliation software that maintains these records continuously are in a fundamentally better position when estoppel requests arrive under transaction pressure.

CapVeri generates tenant-level CAM summaries — current estimate, reconciliation history by year, cap position, open periods — directly from your Yardi or MRI GL exports. Start a free trial and see how your current records would stand up to an estoppel request.

For broader context on operating expense structures and what landlords can and can't pass through, see our guides on what is included in CAM expenses, NNN lease CAM reconciliation, and controllable vs. non-controllable expenses.

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