Plaza Freeway Ltd. Partnership v. First Mountain Bank

1. Introduction

Plaza Freeway Limited Partnership (plaintiff) and First Mountain Bank (defendant) are successors in interest to the original landlord and tenant of commercial real property under a 25-year lease agreement. The parties were unable to determine the termination date of the ground lease. Nevertheless, at the time of plaintiff’s purchase of the property, defendant signed and delivered an estoppel certificate which provided a lease termination date of October 31, 1998. The trial court found the date on the estoppel certificate incorrect, and instead decided that the termination date was June 30, 1999. The court concluded that, based on the June 1999 termination date and the terms of the original lease agreement, defendant’s exercise of its option to renew on January 26, 1998, was timely. Thus, the court found defendant in lawful possession of the property and not guilty of an unlawful detainer.

On appeal, plaintiff claims the doctrine of “estoppel by contract,” as codified in Evidence Code section 622, requires that the facts contained in the estoppel certificate, including the termination date, are conclusively presumed to be true. Defendant contends the…