What is an attornment letter?

An attornment letter is the tenant’s written acknowledgment that it will recognize a new landlord and continue tenancy under the existing lease; it documents continuity after sale, assignment, or foreclosure.

Is notarization required?

Not generally required for validity, but some lenders, title companies, or state-specific practices may request notarization or witnesses; confirm requirements with the requesting party or local counsel.

Can it be e-signed and e-submitted?

Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. §7001) and UETA where adopted; ensure intent, consent, attribution, and reliable record retention are captured.

Who must sign the letter?

An authorized signatory of the tenant (officer or designated agent) should sign; include printed name and title to establish authority and prevent later challenges.

How do I revoke or correct one?

Revocation or amendment requires agreement by the other party; if signed inadvertently, notify the counterparty immediately and seek a written amendment or rescission.

What if a tenant refuses to attorn?

Refusal can complicate closings or financing; parties may negotiate tenant protections or rely on lease assignment provisions, but unresolved refusal can delay or derail transactions.

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Legal
Legal Attornment Letter

Legal Attornment Letter

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LEGAL ATTORNMENT LETTER

This Legal Attornment Letter (the "Letter") is made as of by and between Tenant: with mailing address , and New Owner: with mailing address .

RECITALS

WHEREAS, Tenant is the tenant under that certain lease dated (the "Lease"), by and between Tenant and the current landlord, concerning the premises commonly known as (the "Premises"); and

WHEREAS, New Owner will, on or about the effective date set forth above, acquire certain rights, title or interests in the Premises or the landlord's interest in the Lease by purchase, assignment or operation of law; and

WHEREAS, New Owner has requested, and Tenant has agreed to provide, the attornment and related acknowledgments set forth in this Letter.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. ATTORNMENT

Tenant hereby irrevocably attorns to and recognizes New Owner as Tenant's landlord under the Lease with effect from the effective date set forth above. From and after such effective date, Tenant shall pay rent and perform all of Tenant's obligations under the Lease to New Owner in the same manner and at the same times as required under the Lease, subject to the terms of the Lease and this Letter.

2. ACKNOWLEDGMENT OF LEASE

Tenant represents and warrants that the Lease is in full force and effect as of the date of this Letter, that Tenant is not in default under the Lease except as disclosed in writing below, and that there are no offsets, defenses, counterclaims or setoffs to Tenant's obligations under the Lease other than those previously disclosed in writing to New Owner.

Disclosed defaults or exceptions (if none, write "None"):

3. PAYMENTS AND SECURITY

Tenant acknowledges that, as of the effective date, rent and other sums due under the Lease shall be paid to New Owner at the address for notices set forth below unless otherwise directed in writing by New Owner. Tenant further acknowledges that any security deposit held by the current landlord will be transferred to New Owner upon closing or other transfer, and Tenant shall look solely to New Owner with respect to such deposit following transfer.

4. NON-DISTURBANCE/NO WAIVER

Nothing in this Letter shall be deemed to modify the Lease except as expressly provided herein. Tenant's attornment to New Owner is not a waiver of any rights of Tenant under the Lease. New Owner's acceptance of attornment shall not constitute a waiver of any rights New Owner may have against the current landlord arising prior to New Owner's ownership of the landlord's interest. Provided Tenant is not in default under the Lease beyond any applicable notice or cure period, New Owner agrees that Tenant's possession under the Lease shall not be disturbed by reason of the transfer.

5. ESTOPPEL CERTIFICATION

Upon request by New Owner, Tenant shall execute and deliver within ten (10) business days an estoppel certificate certifying the status of the Lease, the amount of any prepaid rent or security deposit, the existence of any defaults known to Tenant, and such other factual matters as reasonably requested by New Owner.

6. NO ASSIGNMENT OR AMENDMENT

This Letter shall not be construed as an assignment of Tenant's interest in the Lease, nor shall it be deemed to authorize any amendment to the Lease except by written agreement of Tenant and New Owner (and such other parties as required by the Lease). Any purported assignment or amendment inconsistent with the Lease and this Letter shall be void and of no force or effect.

7. NOTICES

All notices, demands or communications required or permitted hereunder shall be in writing and delivered to the addresses below by certified mail, return receipt requested, nationally recognized overnight courier, or hand delivery:

Tenant Notice Address: New Owner Notice Address:

8. REPRESENTATIONS

Each party represents and warrants that it has full power and authority to enter into this Letter and that the execution and delivery of this Letter has been duly authorized by all necessary action. Tenant represents that the person signing on Tenant's behalf is duly authorized to bind Tenant.

9. GOVERNING LAW

This Letter shall be governed by and construed in accordance with the laws of the state of without regard to principles of conflicts of law.

10. ENTIRE AGREEMENT; SEVERABILITY

This Letter constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter. If any provision of this Letter is held invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect.

11. AMENDMENT; WAIVER; COUNTERPARTS

This Letter may be amended or modified only by a writing executed by both parties. No waiver of any provision of this Letter shall be effective unless in writing and signed by the party against whom the waiver is asserted. This Letter may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

Additional Remarks (optional):

Tenant:

By:

Date:

New Owner:

By:

Date:

What a Legal Attornment Letter Is and When It’s Used

A Legal Attornment Letter is a written confirmation from a tenant acknowledging a change in the landlord or property owner and agreeing to continue the lease under existing terms. Common in commercial real estate transactions, it documents the tenant’s acceptance of a new landlord after an assignment, sale, foreclosure, or financing event. The letter typically reiterates the lease effective date, rent and security deposit status, tenant notices, and any pending defaults. It is not a lease amendment but serves as evidence of tenant recognition of the incoming owner and can be requested by lenders, purchasers, or title companies.

Why an Attornment Letter Matters for Lease Continuity

An attornment letter provides a clear record that the tenant accepts the new landlord, reduces title and lender risk, and helps preserve the lease as an enforceable asset during transfers or financing.

Who Typically Prepares and Signs Attornment Letters

Typical parties involved in attornment letters and their roles are listed below.

Tenant representatives and in-house counsel responsible for confirming existing lease terms to the incoming owner or lender.
Outgoing landlords or property managers preparing the document to facilitate sale, financing, or title clearance.
Lenders, purchasers, or title companies requesting evidence the tenant will attorn to a new owner following transfer.

Each party’s lawyer or authorized signatory should review and approve the form before final signatures to avoid conflicting obligations.

Step-by-Step: Preparing and Executing an Attornment Letter

Follow these practical steps to prepare a clear, enforceable attornment letter for a commercial lease transfer or financing.

01

Draft: Identify parties, lease reference, and the attornment statement.
02

Confirm Lease: Verify current lease terms, effective dates, and any defaults.
03

Review: Have counsel review for tenant protections and lender conditions.
04

Sign: Obtain signatures and any required notarization or witness verification.

How the Attornment Process Typically Flows

A concise routing workflow for issuing, approving, and returning an attornment letter in common transaction scenarios.

Request: Lender or buyer requests the letter from the landlord or property manager.
Provide: Landlord provides draft to tenant and lender for review.
Sign: Tenant reviews, signs, and returns the executed letter.
Deliver: Executed copy is delivered to lender, buyer, and title company.

Digital Workflow Settings for eSubmission and Tracking

Recommended platform settings to streamline drafting, signing, and retention for attornment letters.

Field	Configuration
Signature Placement	Add signer name, title, and date fields to the signature block
Authentication Level	Use email link or SMS code; use stronger KBA for high-risk transactions
Retention Settings	Enable automatic archival and PDF/A export after completion
Notifications	Turn on signer reminders and completion alerts for all parties

Delivery Channels and Technical Compatibility

Attornment letters are commonly shared and signed via email, secure link, or integrated document systems.

File Formats: PDF | DOCX supported for upload and export
Integrations: Salesforce, NetSuite, Microsoft 365, Google Workspace supported
Authentication: Email link, SMS code, or higher-level KBA options

Choose the channel that meets the transaction’s security needs and the parties’ access preferences; ensure audit trail capture for enforceability.

eSignature Pricing and Feature Snapshot for Attornment Letter Workflows

Compare basic pricing and common capabilities to choose a platform that supports secure signing, audit trails, and required compliance controls.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day trial	Varies	Varies	Varies	Varies
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No cap	100 envelopes/user/year	Varies	Varies	Varies

Core Parts of a Professional Attornment Letter

A well-structured attornment letter uses clear headings and precise language to link the acknowledgment to the existing lease and protect all parties’ interests.

Parties

Full legal names and entity types for tenant and incoming landlord, including contact details and any management or escrow addresses for notices.

Lease Reference

Exact lease title, original execution date, and lease commencement date so the attornment ties directly to the correct contract and obligations.

Attornment Clause

A concise clause where the tenant acknowledges the new landlord and agrees to perform under all existing lease terms without material modification.

Defaults and Cure

Statement of any known defaults, outstanding claims, or unresolved obligations; indicates whether the tenant reserves setoff or cure rights.

Effective Date

The date the attornment takes effect, which determines when the new landlord’s rights and tenant obligations are recognized.

Execution

Signature block for authorized signatories, printed names, titles, date, and notarization or witness lines if required by parties or jurisdiction.

Practical Tips to Avoid Delays and Legal Issues

Follow these practices to minimize negotiation friction and ensure the attornment letter is accepted and enforceable.

Use Precise Lease References

Quote the lease by exact title and date, reference exhibit numbers and amendment dates where applicable, and attach defining excerpts if ambiguous.

Limit Language That Modifies Terms

Avoid new covenants or rental changes in the attornment; use the letter to acknowledge, not rewrite, the lease unless all parties agree and document amendments separately.

Confirm Authority to Sign

Ensure the signatory has corporate authority; for entities, include title and capacity to prevent later challenges to enforceability.

Capture a Clear Audit Trail

Record signing events, timestamps, signer emails, and any authentications; include notarization or RON records when required by the transaction.

Common Preparation and Acceptance Challenges

Ambiguous lease references that fail to clearly tie the attornment to the correct document, delaying acceptance and title clearance.
Signatory authority disputes when an individual signs without documented corporate authorization, creating enforceability risk.
Requests to alter lease terms within the attornment, which convert a confirmation into a negotiated amendment requiring broader consent.
Failure to follow jurisdictional notarization or witness traditions, which can slow recording or acceptance by lenders and title companies.

Consequences of an Improper or Incomplete Attornment Letter

Invalid Acknowledgement: May be unenforceable

Lease Ambiguity: Creates future disputes

Lender Objection: Financing may be delayed

Title Issues: Complicates closing or insurance

Tax Exposure: Incorrect dates may affect deductions

Revocation Risk: Improper execution may allow revocation

Key Security and Compliance Controls for eExecution

Encryption In Transit: TLS 1.2/1.3

Encryption At Rest: AES-256

Audit Trails: Detailed signing logs

Regulatory Compliance: ESIGN and UETA support

Healthcare Readiness: HIPAA available with BAA

Certifications: SOC 2 Type II, ISO 27001

Timing Expectations and Typical Turnaround

Timeframes vary by transaction complexity and whether notarization or lender review is required; plan accordingly to avoid financing delays.

Tenant Response Window:

7–14 business days is common for initial review

Lender Review:

3–10 business days depending on diligence scope

Notarization or RON:

Same-day to 3 days depending on scheduling

Recording:

If required, county recording timing varies by jurisdiction

Final Delivery:

Allow 1–3 business days for executed distribution

Frequently Asked Questions About Legal Attornment Letters

Answers to common questions about execution, enforceability, e-signing, and revocation for attornment letters.

Need help? Contact support

What is an attornment letter?
An attornment letter is the tenant’s written acknowledgment that it will recognize a new landlord and continue tenancy under the existing lease; it documents continuity after sale, assignment, or foreclosure.
Is notarization required?
Not generally required for validity, but some lenders, title companies, or state-specific practices may request notarization or witnesses; confirm requirements with the requesting party or local counsel.
Can it be e-signed and e-submitted?
Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. §7001) and UETA where adopted; ensure intent, consent, attribution, and reliable record retention are captured.
Who must sign the letter?
An authorized signatory of the tenant (officer or designated agent) should sign; include printed name and title to establish authority and prevent later challenges.
How do I revoke or correct one?
Revocation or amendment requires agreement by the other party; if signed inadvertently, notify the counterparty immediately and seek a written amendment or rescission.
What if a tenant refuses to attorn?
Refusal can complicate closings or financing; parties may negotiate tenant protections or rely on lease assignment provisions, but unresolved refusal can delay or derail transactions.

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