Tenant Estoppel Certificate (Sale of Tenanted Commercial Property)

स्टाम्प ड्यूटी

This Certificate confirms facts about an existing Lease; it does not itself grant, assign or vary any lease, sub-lease, licence or other interest in the Premises, and it acknowledges no payment of money. The ad valorem duty on the Lease itself, and separately on the conveyance by which the Landlord sells the Premises to the Buyer, is a matter for the Lease and the Sale Deed and is not repeated here. What this Certificate creates between the Tenant and the Buyer — and, where named, the Buyer's lender — is, at most, a written confirmation of fact: a general instrument chargeable, if at all, only at the nominal fixed duty for an agreement not otherwise provided for, under Article 5 of Schedule I-A to the Indian Stamp Act, 1899 as applicable in Punjab, and under the equivalent Article 5 of the Chandigarh Administration's own schedule of stamp duties. Confirm the current amount at a Stock Holding Corporation of India Ltd e-stamping counter (shcilestamp.com) or the treasury before this Certificate is signed, because neither the Punjab nor the Chandigarh stamp office publishes that figure as prominently as the ad valorem lease and conveyance rates; printing this Certificate on a modest non-judicial stamp paper of Rs 100 or Rs 500 is cheap insurance against the argument that it is worth more than it says. No family or gender concession applies. No revenue stamp under Article 53 of Schedule I to that Act is needed on this Certificate, because it does not acknowledge receipt of any money — that acknowledgment, where one is given, belongs to the Security Deposit Transfer Letter, not to this Certificate.

रजिस्ट्री

Not compulsorily registrable, in Punjab or in Chandigarh. Section 17 of the Registration Act, 1908 reaches a document that itself creates, declares, assigns, limits or extinguishes a right of Rs 100 or more in immovable property, or a lease. This Certificate does neither: it confirms facts about a Lease that already exists, and Clause 10 says in terms that it does not amend, extend or otherwise vary the Lease or affect any interest in the Premises — so nothing in it is registrable on its own account, whichever way each certification below actually comes out. The Lease's own registration position is a different matter, and it is what the Buyer is actually relying on when it relies on this Certificate at all. A lease for a term exceeding one year, or at a yearly rent, is compulsorily registrable under Section 107 of the Transfer of Property Act, 1882 read with Section 17(1)(d) of the Registration Act, 1908, and Section 49 of that Act keeps an unregistered lease of that kind out of evidence of its own term and rent. If the Lease identified in Clause 1 should have been registered and was not, this Certificate's confirmation of its term and rent rests on a document the Tenant may not itself be able to prove before a Rent Controller or a civil court — see lawyerShouldCheck. If the Buyer or its lender nonetheless wants this Certificate registered out of caution, present it in Punjab to the Sub-Registrar of the tehsil in which the Premises lie, via igrpunjab.gov.in, and in Chandigarh to the Sub-Registrar, 30 Bays Building, Sector 17, via revenue.chd.gov.in.

नोटरी

Not required by law, and this Certificate takes effect once the Tenant signs it. Notarisation is optional, and worth doing here more than on most of this library's letters: the Tenant is not a party to the Agreement to Sell (Tenanted Commercial Property) between the Landlord and the Buyer, so a notarial record of who actually signed this Certificate, and when, is independent evidence the Buyer and its lender do not otherwise have. Notarisation does not cure a stamp duty shortfall, and it does not make the certifications themselves any more or less true — it only makes it harder for the Tenant later to deny having signed.

गवाह

Not compulsory, in either jurisdiction, for a certificate of this kind — it is not a lease, a conveyance, a gift or a will, and because it is not ordinarily presented for registration, the qualification Chandigarh applies to the first witness on a deed it does register (paragraph 127, Punjab Registration Manual) has no bearing here. Two witnesses are still provided for below, because what this Certificate is actually for — letting a Buyer complete a purchase, and a lender advance money, on the strength of what the Tenant says — is exactly the kind of document that gets disputed after the money has moved, and a witness who can be produced later is worth more than the wording of any clause.