Equitable estoppel Sample Clauses

The Equitable Estoppel clause prevents a party from asserting a claim or right that contradicts their previous statements, actions, or conduct if another party has reasonably relied on those representations to their detriment. In practice, this means that if one party leads another to believe a certain fact or situation exists, and the second party acts based on that belief, the first party cannot later deny the truth of that fact in a legal dispute. This clause is designed to promote fairness and prevent parties from acting in bad faith by changing their positions to the disadvantage of others who have relied on their original representations.
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Equitable estoppel. A nonsignatory to an arbitration agreement may compel a signatory plaintiff to arbitrate “when the causes of action against the nonsignatory are intimately founded in and intertwined with the underlying contract
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Equitable estoppel. General Overview Doctrine of Equitable Estoppel was developed in response to the injustice that could follow from a person reneging on a promise that s/he has made. Where equitable estoppel applies a person will be prevented or ‘estopped’ from going back on his/her word. It’s important to emphasis the need for UNCONSCIONABILITY before equitable estoppel will apply: it is NOT available as a back-up submission in every case where the parties have failed to establish a binding contract.127 Common Law Estoppel Common law estoppel by conduct prevents a person from unjustly departing from an assumption or representation of past or existing fact that the other party has adopted or relied upon and which, unless the assumption or representation is adhered to, will cause that other party to suffer detriment.128 Classified as a rule of evidence that prevents a person denying what s/he has represented and instead trying to prove the facts. A rule of evidence because it may help from the factual foundation for an action ---but is NOT a cause of action itself. If the contract confers a cause of action on the party raising the estoppel, the cause of action may be enforced. Compels the party bound to adhere to the assumption that a contract exists.129 Only operates in relation to representation of past or existing fact, common law estoppel does NOT compel adherence to representation s of intention or promises. Development of the Doctrine of Equitable Estoppel: High Trees and Promissory Estoppel ‘Where on party has, by his words or conduct, made to the other a promise or assurance which was intended to affect the legal relations between them and to be acted upon accordingly, then, once the other party has taken him at his word and acted on it, the one who gave the promise or assurance cannot afterwards be allowed to revert to the previous legal relations as if no such promise or assurance had been made by him, but he must accept their legal relations subject to the qualification which he himself has so introduced, even though it is not supported in point of law by any consideration but only by his word.’130 ▇▇▇▇▇▇▇ restricted promissory estoppel to the limited sense of not allowing the promisor to act inconsistently with the promise. Promissory estoppel was a ‘shield and not a sword’. Recognition of Equitable Estoppel Promissory estoppel was but one instance where an equity was created by estoppel.131 ‘ the principle that equity will come to the relief of a plaintiff who h...
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Equitable estoppel. More broad than promissory and can include conduct and representations, whereas promissory requires promise that induces detrimental reliance BUT, CT here is relying on RST that is really talking about promissory (pg. 227) HYPO: Appeal for D Reliance – Wasn’t a full promise made before P made arrangements? Maybe S.O.F. is statutory law that we shouldn’t usurp! (Squib ▇▇▇▇▇ v. Infinity) Use specially manufactured clause of 2-201 on pg. 231 – Move to Hawaii does not necessarily imply a non-terminable contract. Problem 2-12 (pg. 234) Express contract? No Contract implied in fact? No. They were neighbors. ▇▇▇▇ protests and asks for no payment (▇▇▇▇▇▇▇▇▇▇▇). But, she does later accept payment of $250.
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Equitable estoppel. Equitable estoppel is a theory which relies on the notion of equity and good faith.161 It is used to bar the resisting signatory or non-signatory from denying the applicability of the arbitration clause.162 Equitable estoppel is a theory most commonly used in common law jurisdictions. It is not unheard of in civil law countries either, although a different concept may be used instead, such as good faith or abuse of right.163 As stated above, equitable estoppel may sometimes be used as a parallel reasoning with the third party beneficiary doctrine. However, equitable estoppel is based on equity (as may be inferred from its name), and instead of finding consent it may “force” the non-signatory to arbitration or let the non-signatory invoke the arbitration clause regardless of the signatory’s objection. Equitable estoppel rests upon the concept that a party should not be able to act inconsistently with its previous actions or statements and this way avoid liability. Therefore, under the “direct benefits” estoppel theory, a party claiming or exercising rights directly derived from the provisions of a contract is also bound by the arbitration clause 158 See Hanotiau 2006, p. 15. 159 See ibid. p. 1180. 160 In addition to these two doctrines, it is advisable to bear in mind that several of these doctrines, especially ones that employ consent as their foundation, may be invoked or taken into account in assessing individual cases. For example, constructions based on implied consent and third party beneficiary doctrines may sometimes overlap. 161 See ▇▇▇ 2003, p. 139. 162 See Newman-Hill 2008, p. 567. 163 See Born 2009, p. 1194; see also Hanotiau 2006, p. 20. therein.164 Simply put, a person should not be able to pick the cherry (the benefit granted in the underlying agreement) from the top of the cake and leave the rest (the arbitration clause) untouched. As stated in Int'l Paper Co., “a party may be estopped from asserting that the lack of his signature on a written contract precludes enforcement of the contract's arbitration clause when he has consistently maintained that other provisions of the same contract should be enforced to benefit him”.165 There has been discussion on the use of equitable estoppel as a “sword” or “shield”.166 This discussion relates to whether the doctrine should only be available for use as a defense (shield) for non-signatories who want to invoke an arbitration clause. The opposite use as a sword would let signatory parties to invoke eq...
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Equitable estoppel. D. Defendants deny and dispute Plaintiffs' allegations and claims and also deny liability and damages. E. To avoid the risk and expense of further litigation, the Parties desire to settle their differences and, without admitting any liability whatsoever, enter into this Agreement.
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Equitable estoppel. Plaintiff also contends that his situation meets the requirements to equitably estop the government from denying the existence of a contract between himself and the IRS.
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Related to Equitable estoppel

  • No Estoppel No course of action or failure to act by the Owner or any of its officers, members, employees, agents or other representatives shall serve to modify this Contract, waive rights under it or arising from its breach, or to stop the Owner from enforcing its terms.

  • Tenant Estoppels (a) Each Seller shall prepare and deliver to each Tenant at such Seller’s Property an estoppel certificate in the form of Exhibit A attached hereto (the “Tenant Estoppel”) and request each such Tenant to execute and deliver the Tenant Estoppel to such Seller. Each Seller shall use commercially reasonable efforts to obtain the prompt return of the executed Tenant Estoppels in substantially the same form as Exhibit A attached hereto from each Tenant at such Seller’s Property prior to the Closing, without the obligation to make any payments or grant any concessions under the Leases. If a Tenant returns an executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease as defined below) to such Seller, such Seller shall promptly deliver to the Buyer, or make available on Seller’s transaction website, a copy of such executed Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable) following such Seller’s receipt of such Tenant Estoppel (or Lease Required Estoppel or Statement of Lease, if applicable). (b) In the event that the Closing hereunder shall occur simultaneously with the Initial Closing, it shall be a condition to the Buyer’s obligation to close the sale and purchase of the Transferred Assets that, on or before the Initial Closing Date, the Sellers deliver to the Buyer from Tenants (other than the GSA and the Tenants of the properties associated with the LLC Interests and the Partnership Interests (as each such term is defined in the Master PSA), unless the applicable joint venture partner elects to sell all of its interest in the applicable joint venture entity and separate agreements for the sale of such properties to the Buyer are entered into as contemplated in Section 3.9(a)(y) and Section 3.9(b)(y), respectively, of the Master PSA) whose Leases comprise at least seventy-five percent (75%) of remaining base rental income over the lease term as of the date of this Agreement as determined in accordance with the schedule delivered by the Sellers to the Buyer prior to the date hereof, signed tenant estoppel certificates that are substantially in the form of either (1) the Tenant Estoppel or (1) except with respect to ROFO Documents and ROFR Documents (for which Tenant Estoppels, and not Lease Required Estoppels, shall be required), with respect to those Leases that contain a required form of specific estoppel that is attached as an exhibit to such Lease, the form of estoppel attached to such Lease (each, a “Lease Required Estoppel”); provided, however, that Buyer may, in its sole discretion, in order to accommodate Serial Closings pursuant to the Master PSA, waive the requirement set forth in this Section 3.4(b), which shall also constitute a waiver of such corresponding requirement in each Other PSA (and in such event, Seller shall be under no obligation to provide a Sellers’ Estoppel Certificate). For purposes of this Section 3.4(b) only, the terms “Tenants” and “Leases” shall refer to the Tenants and the Leases in respect of the Properties to be purchased and sold pursuant to this Agreement and the “Tenants” and “Leases” (as each such term is defined in each of the Other PSAs) in respect of the “Properties” (as such term is defined in each of the Other PSAs) to be purchased and sold pursuant to each Other PSA, collectively. No Tenant Estoppel or Lease Required Estoppel shall be dated earlier than forty-five (45) days prior to the Initial Closing Date and no such estoppel shall allege any material defaults by the Sellers (except to the extent any such default has been disclosed in writing by the Sellers to the Buyer as of the date of this Agreement) or accrued and outstanding offsets or defenses under the relevant Lease or contain any materially adverse deviations between (A) the information specified in said Tenant Estoppel or Lease Required Estoppel, as applicable, and (B) (x) the representations and warranties of the Sellers set forth in this Agreement or (y) the Leases to which such Tenant Estoppel or Lease Required Estoppel, as applicable, relate. Notwithstanding anything to the contrary in this Section 3.4, Sellers shall also use commercially reasonable efforts to obtain a Statement of Lease from the GSA with respect to each Lease to which the GSA is a party. The Buyer shall cooperate with the Sellers to obtain (i) any novation of the applicable Lease with the GSA that may be required by the GSA in order to assign the applicable Lease to the Buyer or its applicable Designated Subsidiary and (ii) any Statement of Lease. In the event the GSA requires any Seller to remain liable under the applicable Lease with the GSA after the Closing Date, the Buyer hereby agrees to indemnify and hold harmless each such Seller against any Losses (as defined below) arising out of such Lease after the Closing Date except to the extent such Losses are the result of any action taken by any such Seller or its Affiliates with respect to such Leases with the GSA.

  • Estoppel 8.1 The Lessee shall, within fourteen (14) days of receipt of a request by the Lessor, pursuant to paragraph 12.1, certify, to the extent the Lessee believes the information to be true and deliver to the Lessor an executed estoppel certificate (Enclosure "D"). The Lessee's failure to deliver such statement shall be conclusive upon the Lessee that: a) This Lease is in full force and effect without modification except as may be represented by the Lessor, b) There are no uncured defaults in the Lessor's performance, c) Not more than one (1) month's rent has been paid in advance.

  • Tenant Estoppel Certificate Please refer to the documents described in Schedule 1 hereto, (the “Lease Documents”) including the “Lease” therein described; all defined terms in this Certificate shall have the same meanings as set forth in the Lease unless otherwise expressly set forth herein. The undersigned Tenant hereby certifies that it is the tenant under the Lease. Tenant hereby further acknowledges that it has been advised that the Lease may be collaterally assigned in connection with a proposed financing secured by the Property and/or may be assigned in connection with a sale of the Property and certifies both to Landlord and to any and all prospective mortgagees and purchasers of the Property, including any trustee on behalf of any holders of notes or other similar instruments, any holders from time to time of such notes or other instruments, and their respective successors and assigns (the “Beneficiaries”) that as of the date hereof:

  • Estoppels (a) Within ten Business Days following request from Landlord, any Mortgagee or any Lessor, Tenant shall deliver to Landlord a statement executed and acknowledged by Tenant, in form satisfactory to Landlord, (i) stating the Commencement Date, the Rent Commencement Date and the Expiration Date, and that this Lease is then in full force and effect and has not been modified (or if modified, setting forth all modifications), (ii) setting forth the date to which Fixed Rent and any Additional Rent have been paid, together with the amount of monthly Fixed Rent, Tenant’s Tax Payment, the Retail Operating Expense Payment and Percentage Rent then payable, (iii) stating whether or not, to the best of Tenant’s knowledge, Landlord is in default under this Lease, and, if Tenant asserts that Landlord is in default, setting forth the specific nature of any such defaults, (iv) stating whether Landlord has failed to complete any work required to be performed by Landlord under this Lease, (v) stating whether there are any sums payable to Tenant by Landlord under this Lease, (vi) stating the amount of the security deposit, if any, under this Lease, (vii) stating whether there are any subleases affecting the Premises, (viii) stating the address of Tenant to which all notices and communications under this Lease shall be sent, and (ix) responding to any other matters reasonably requested by Landlord, such Mortgagee or such Lessor. Tenant acknowledges that any statement delivered pursuant to this Section 42.9 may be relied upon by any purchaser or owner of the Real Property or the Buildings, or all or any portion of Landlord’s interest in the Real Property or the Buildings or under any Superior Lease, or by any Mortgagee or assignee thereof, or by any Lessor or assignee thereof. (b) Within 10 days following request therefor by Tenant, Landlord shall, at Landlord’s sole cost and expense, deliver to Tenant a statement executed by Landlord stating, as of the date of execution of such statement (i) that this Lease is then in full force and effect and has not been modified (or if modified, setting forth all modifications), (ii) the date to which the Rent has been paid and (iii) whether or not, to the best knowledge of Landlord, Tenant is in default under this Lease, and, if Landlord asserts that Tenant is in default, setting forth the specific nature of all such defaults.