This is Really About Estoppel Letters/Certificates

Print

So, what does it mean to be estopped? According to my copy of Black’s Legal Dictionary, Seventh Edition, “estoppel” is “[a] bar that prevents one from asserting a claim or right that contradicts what one has said or done before or what has been legally established as true.” That says it pretty well, but it doesn’t say it in my words: “Under certain circumstances, it doesn’t matter if something was true or false – if you said it was true, then, as far as you are concerned, you can’t later say: ‘it was false’ – if you said it was false, then, as far as you are concerned, you can’t later say: ‘it was true’.”

What are those circumstances? One is that a person holding your statement against you believed you and it was reasonable for the person to do so Another is that the person changed a relevant position based on your statement and you knew that the person would or might reasonably do so. And, the person was harmed because the facts were different than you said they were. There needn’t have been any consideration for giving the statement in the first place. This isn’t a matter of contract law. The estoppel doctrine is an equitable one and the statement could have been made within or outside of a contract or a contractual relationship. [Read more…]

Print

Estoppel Letters Can Matter – But, is the Office Depot Decision Really an Exclusive Use Case?

Print

So, on May 6, 2011, the Court of Appeals of Georgia, an intermediate appellate body, upheld a lower court’s decision that stopped Office Depot from pursuing a breach of an exclusion use right it thought it had.

I’ve seen some discussion about the Opinion (Office Depot Inc. v. The District at Howell Mill LLC, A11A0383) and how it should scare parties who sign estoppel letters or certificates. Why the decision should come as a surprise puzzles me. Shouldn’t people bear the consequences of their own acts? When someone says: “is this true or not, I’m going to change my position in reliance on what you tell me,” shouldn’t there be some consequences if the respondent says “true” or “not true,” when the opposite was the case?

Sure, there are weasel words and attorneys do and should look for ways to get their clients out of such consequences, but the starting point is for respondents to take the “questions” seriously. [Read more…]

Print