D. Keith B. Dunnagan

D. Keith B. Dunnagan

D. Keith B. Dunnagan


(916) 966-2260

Keith is the CEO of BPE Law Group and is responsible for leading the Company. In addition to his leadership opportunities, Keith is responsible for teaching seminars to real estate and dental professionals and small business owners on best practices and providing legal updates that affect their businesses. Keith maintains a limited practice focused on the business needs of his professional and small business customers.

Business, Dental, Mergers and Acquisition, Energy (Oil and Gas), & Real Estate Law.

Keith’s clients largely consist of investors, developers, businesses, midstream operators and professional services (healthcare) providers with business interests in California, Nevada and Washington including commercial and residential real estate, financing, mergers and acquisitions (business transitions) and corporate entities. The key to Keith’s success is his understanding of available financing models, mergers and acquisitions, and business structures necessary to finance a transaction.

As a leading authority on real estate and finance matters, Keith is regularly retained as a consultant or expert when property and financing issues overlap in litigation matters.

Keith also maintains a specialized practice in dental law, where he represents dentists in California on issues ranging from corporate formation, leasing, practice sales, succession planning, financing and equipment purchases. Because of the regulatory compliance required of dental professionals under the Dental Practices Act, this is a highly specialized area of Keith’s corporate practice. The key to Keith’s success is his understanding of the complex set of laws impacting dentists and their practices and working closely with other parties to a transaction to reach practical solutions to any transactional problem that may arise.

Prior to relocating to California and joining BPE in 2008, Keith a was a partner at the Ellensburg, Washington, law firm of Lathrop, Winbauer, Harrel, Slothower and Denison, where he maintained a general practice. During his time in Washington, he also served as a pro tem judge for the Kittitas County District Court.

Transactional Matters

  • Lead Counsel to oil and gas midstream company completing Gas purchase and sale agreements on the first four biogas projects in California, including the first completed renewable dairy green biogas project to flow renewable biogas into a major utility gas line.
  • Lead counsel to real estate company in securing fully amortized 30-year HUD loans related to multiple assisted living facilities in California. The value of loans ranged from $15 million to $25 million dollars.
  • Lead Counsel to public utility in negotiating service agreements with Fortune 500 companies.
  • Lead counsel to multiple small business start-ups, involving entity selection, employment compliance and best practices in business formation.
  • Advised Ophthalmologist on the acquisition of land for the development of a medical office building.
  • Lead counsel to natural gas utility in negotiating a long term natural gas delivery agreement with a large industrial user that was the largest deal in the history of that utility company.
  • Lead counsel to a small family-owned Tech company on a merger and acquisition project leading to the sale of the company for an amount in excess of $4m with additional bonuses.
  • Lead counsel for landlord negotiating modifications in commercial leases with tenants impacted by COVID-19 pandemic.
  • Lead Counsel for Medical Group related to corporate governance involving operation of an outpatient surgery center.
  • Lead Counsel for Medical Group regarding preparation of new leases on new medical office building to be constructed.
  • Lead Counsel for real estate owner in negotiating long term easement access related to development project.
  • Lead Counsel for real estate investor/operator regarding refinance of large, assisted living facility for $27M.
  • Lead Counsel to real estate investor acquiring commercial hospitality property in acquisition, finance and structuring of a TIC entity to hold the property.
  • Lead counsel to individual seeking to enforce an unrecorded lease option contract against owner and owner's creditors while owner was engaged in a fraudulent transfer case, obtaining full enforcement for client.
  • Lead counsel to real estate broker in which plaintiff alleged breach of fiduciary duties and seeking damages in excess of $190,000 and negotiated a resolution for less than 10% of the damages sought.
  • Lead counsel to real estate investor in a strategic restructure of real estate holdings in excess of $10mm, including navigating tax issues and transition from an LLC to a TIC.
  • Represent developer in the acquisition of real property for $2.1M for development purposes
  • Represent and advise business owner on purchasing a minority stake of a company out of receivership
  • Represent commercial landlord in negotiation of lease with a national tenant
  • Represent minority business owner in the sale of business interest for $490K
  • Represent minority business owner in the sale of an interest in a wine production business for 3x the amount offered by purchaser
  • Represent Real Estate investor in negotiating a loan workout obtaining a discounted payoff ~45% less than the balance owed
  • Represent Real Estate investor in the sale of a medical office facility for $1.725M
  • Represent local church in the merger with another local church and acquisition of real property and assumption of existing loan
  • Represent Seller in a $2.4M land sale for development purposes
  • Represent Buyers in a property purchase of $800k for development purposes
  • Represent Seller/Lender in sale of $1M property with cross-collateralized securitization
  • Represent business owner in sale of carrier business interest
  • Represent developer in an $16M construction financing loan
  • Represent developer in $8M joint venture capital raise
  • Representation of multiple business owners related to SBA financing
  • Represent landowner in a lot line agreement related to development property impacting over 300 acres
  • Represent Seller’s in a Bay area development transaction in excess of $3M
  • Represent owners, developers and operators of RCFEs
  • Representation of investors in $2.5M refinance of a multi-family residential building

Dental Matters include:

  • Lead counsel in multiple dental transition transactions involving asset and goodwill sales with values ranging from $300,000 to $5,000,000, including private party transactions and transactions with DSOs.
  • Lead counsel to multiple dental and healthcare professionals in the negotiation of office leases.
  • Lead counsel to multiple dental professionals on the purchase and/or sale of their practice, advised on best practices for purchasing dentists, and advised sellers on deal structures and in each work closely with financial, business and tax advisors to get the best deal structure.
  • Lead counsel to a dentist in negotiating an exit from a real estate holding company.
  • Represent Dentists in negotiating contracts for tenant improvements
  • Represent Dental Group in $4M construction financing transaction for a dental office building
  • Represent Dentists in formation of partnerships and professional corporations
  • Advise Dentists regarding equipment purchases and sales
  • Advise Dentists on leasing issues and preparation of practice for sale
  • Represent Dentist in SBA loan resolution

Litigation Matters

  • Represent business owner in successfully negotiating a reduction of a labor board award down by 50%.
  • Co-Counsel representing buyer in a specific performance case involving the purchase of commercial warehouse space for agricultural purposes and negotiating a settlement involving the transfer of the property to the client
  • Defense of investors in a civil RICO case in federal court, obtaining complete dismissal
  • Represent investment group in purchase of commercial loan and judicial foreclosure of loan including appointment of receiver
  • Represent investor/borrower in commercial collection cases, successfully negotiating a settlement for less than 5% of the debt alleged by lender
  • Represent Defendant in multi-national estate litigation involving estate settlement, fraudulent transfer of assets, complex business transactions and integration with ancillary proceedings arising in seven countries successfully negotiating a beneficial resolution to the matter
  • Real estate litigation including eminent domain matters and defense of a County issued conditional use permit

  • Listed on Northern California's Best Lawyers., Bestlawyers.com, 2023
  • PRS/Sacramento Magazine’s Top Lawyers List Sacramento – 2018, 2020 – 2023
  • Included in the 2020 Sacramento Magazine Top Lawyer list for Business Litigation and Business/Corporate law., PRS/Sacramento Magazine, 2020
  • Superlawyer – 2019 – 2024
  • Rising Star – 2018

In addition to his legal practice, Keith regularly presents seminars and publishes articles for trade associations on the topics of dental transition and real estate law. Some of Keith’s recent seminars and publications are:


  • Presenter, Sacramento Area Brokerages and Regional SAR Groups of NAR Lawsuit Implications & Understanding the Value of the Buyer Broker Agreement – 2023-2024
  • Teaches on average more than 30 seminars per year to various real estate groups related to updates in legal compliance, best practices, changes in the law, changes to form contracts, and emerging legal trends affecting real estate professionals. Presenter, Seminars to Real Estate professionals include but are not limited to: Keller Williams, Sac. Assoc. of Realtors, Placer County Assoc. of Realtors, Sac. Realtist Assoc., Lyon Real Estate, Re/Max Reno, Women’s Council of Realtors, Grounded Real Estate, Exp, Century 21, Coldwell Banker, Sigg & Diez, and other various real estate groups/professionals.
  • Panel discussion related to the current pressing issues and emerging trends in Northern California affecting dental businesses. Co- Presenter/Panelist, Business Forum, Sac. Dental District Society, Dental Professionals, 2023 & 2024
  • Practice planning seminar related to running a dental business and planning for an ultimate succession or transition and best practices related thereto. , Co-Presenter/Panelist, Proactive Practice Planning, Northern Nevada Dental Society, Dental Professionals, 2023
  • Presenter, Financial Planning Association of Northern California, Start with the End in Mind – A Legal Perspective on Life, 2023
  • Panel presentation with lender, accountant, legal and insurance on transitioning in to owning a dental practice. , Co-Presenter/Panelist, New Dentist Boot Camp, Northern Nevada Dental Society, Dental Professionals, 2022
  • Three-hour class on corporate and partnership structures in the real estate brokerage industry. Discuss in-depth the benefits and risks and legal issues associated with business structures, how they work and selecting the right structure for the broker's desired business model., Presenter, What Business Structure if Right for You, Sacramento Association of Realtors - Broker's Training Institute, Realtors, Brokers, Real Estate Agents, 2021
  • Co-Presenter, for California Real Estate Brokers, Inc. Legal updates
  • Presenter, Sacramento Realtist Association on Tax reform under the Tax Cuts and Jobs Act,
  • Panelist, Latino Professionals Development Project, Cannabis, Legalization, Regulations and Laws
  • Presenter, SAR, Tax reform under the Tax Cuts and Jobs Act.
  • Co-presenter on the legal, business and practical issues to consider when determining real requirements for the dental practice. Discuss risks, benefits and due diligence issues related to whether to consider owning or leasing business premises., Co-Presenter, Buy It, Build It, Lease It, Sacramento Dental District Society, Dental Professionals, 2021
  • Provide instructional webinar on the impacts of the new enacted SB 1079 that creates additional rights for tenants and potential owner occupiers of foreclosed homes and the impacts to lenders and auction buyers of foreclosed homes., Presenter, SB 1079 - Impacts on REO's and Foreclosures, Big Block Realty Brokerage, Realtors, Brokers, Real Estate Agents, 2021
  • Co-Present with an accountant on the benefits of forming a corporation. Discuss liability protections, risk allocation, and financial/tax planning benefits., Co-Presenter, Tax Planning and Benefits of Forming A Corporation, Sacramento Association of Realtors, Realtors, Brokers, Real Estate Agents, 2021
  • An overview of how real estate professionals end up in a non-disclosure lawsuit and best practices to mitigate risk., Sole Presenter, Anatomy of a Non-Disclosure Lawsuit, Dunnigan Properties, Real Estate Professionals, 2020
  • Update presented to Cook Realty brokerage firm regarding update on legal changes that real estate professionals need to aware for 2020., Sole Presenter, 2020 Real Estate Update, Cook Realty 2020 Kickoff Breakfast, Real Estate Professionals, 2020
  • Understanding liquidated damages as a non-exclusive remedy in real estate contracts and litigation trends related to liquidated damages., Co-Presenter, Liquidated Damages in a Real Estate PSA, Strafford Webinars, Legal, Litigation, Real Estate, 2019
  • Overview of available business entities available for real estate brokerages in California, including review of partnerships and corporations, and discussing advantages and disadvantages of various entities for operating a brokerage business., Sole Presenter, Overview of Business Entities, Sacramento Association of Realtors, Real Estate Professionals, 2020
  • Understanding how corporations are used in the real estate industry and taxing issues that go along with the use of such entities., Co-Presenter, Understanding Corporations and Taxes, Sacramento Association of Realtors, Real Estate Professionals, 2019
  • Introduction level class to the use of corporations in the real estate world and tax

  • Co-Author, A Primer on After Tax Profits Related to Practice Sales, the Nugget - A Publication of the Sacramento District Dental Society, Dental Professionals
  • Co-Author, Are You Planning for Your Retirement?, the Nugget, A Publication of the Sacramento District Dental Society.
  • Co-Author, A Primer on After Tax Profits Related to Practice Sales, the Nugget, A Publication of the Sacramento District Dental Society.
  • Author, Impact of Fed Actions on Cannabis and Real Property, Sacramento Association of Realtors Magazine.
  • An instructional piece on the CAR form Seller License to Remain in Possession. When and how to use the form., Co-Author, Understanding the Seller License to Remain in Possession Addendum, Sacramento Association of Realtors (SAR Magazine - August), Realtors, Brokers, Real Estate Agents, 2021
  • A refresher on regulatory requirements on real estate professionals when soliciting clients., Co-Author, An Example of What Not to do When Soliciting for Real Estate Services, Sacramento Association of Realtors (SAR Magazine - September), Realtors, Brokers, Real Estate Agents, 2021
  • A legal update related to potential ADA issues and liability that may impact the real estate community after the Robles v. Dominoes decision., Author, What is this about Website Compatability?, Sacramento Association of Realtors (SAR Magazine - October), Realtors, Brokers, Real Estate Agents, 2021
  • An update on the regulatory issues related cold calls, inside sales and activities being performed by unlicensed assistants., Co-Author, Lead Generation Pitfalls, Sacramento Association of Realtors (SAR Magazine - November), Realtors, Brokers, Real Estate Agents, 2021
  • Article related to strategies to employ to make more effective and efficient use of time., Author, TIPS for Effective Time Management, Sacramento Association of Realtors (Sacramento Realtor Magazine, Feb), Real Estate Professionals, 2020
  • COVID implications on the real estate industry as states begin to re-open., Author, Best Practices in a Post Pandemic World, Sacramento Association of Realtors (Sacramento Realtor Magazine, June), Real Estate Professionals, 2020
  • Overview of preparing to assist clients who may face foreclosure as a result of the COVID pandemic including identifying potential issues related deficiency liability and Home Equity Sale Contract Act implications., Author, Preparing to Help Clients in Foreclosure and Avoiding Foreclosure., Sacramento Association of Realtors (Sacramento Realtor Magazine, July), Real Estate Professionals, 2020
  • Review of the PPPFA and changes made to the Paycheck Protection Program with the passage of the PPPFA., Author, Paycheck Protection Program Flexibility Act is Enacted, Sacramento District Dental Society (The Nugget, June/July Issue), Dental, 2020
  • The COVID pandemic has sparked significant amounts of legislation from the CARES Act, to the Paycheck Protection Program Flexibility Act to the Families First Coronavirus Response Act. How do you navigate the legal implications of the PPP and all the changes being made to the program? What are your obligations as an employer in dealing with employees during this pandemic and the aftermath? How do you deal with employees that may not want to return to work? The questions abound and we will tackle some of the pressing issues being raised as a result of these legal changes., Sole Presenter, PPP Clarification, Extensions and Understanding Employment in the Post Pandemic, Sacramento District Dental Society, Dental, 2020
  • Author, Leadership is in the Actions Not Words, Sacramento Association of Realtors Magazine.
  • Author, Rent Control is Not a Solution to a Housing Shortage, Sacramento Association of Realtors Magazine.
  • Co-Author, Implications of the Recent Tax Reform, Sacramento Association of Realtors Magazine.

Member of the California State Bar

Member of Nevada State Bar

Member of Washington State Bar

Admitted to practice in all state courts in California, Nevada and Washington

Admitted to practice in Federal Courts for the Eastern District of California, the Northern District of California, the Western District of Washington, and the Eastern District of Washington.

Juris Doctorate from Willamette University, in Salem, Oregon

Bachelor of Arts in History and Political Science from Central Washington University, Ellensburg, Washington

Keith enjoys traveling with his family, which frequently lands him at a Disney Park, he is a self-proclaimed Disney enthusiast, volunteering at church, and chasing the elusive wild rainbow and brown trout in the rivers of the western United States.

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