Buying a dental practice is one of the biggest financial decisions you’ll ever make. Most dentists treat the legal side as a formality. Something to handle at the end, once they’ve already decided they want the practice.

Michael Kutner thinks that’s exactly backwards. Michael is a founding lawyer and principal at KPK Law, one of Canada’s most recognized firms in dental practice transactions. He’s represented buyers and sellers across hundreds of practice transitions, and the mistakes he sees aren’t rare. They’re predictable. And most of them happen because dentists didn’t get the right advice early enough.

We sat down with him to find out what he wishes every dentist knew before signing anything.

The first thing Michael wants to change is the sequence. Most buyers find a practice, fall in love with it, make an offer, and then call a lawyer. By that point, they’re already emotionally committed. The due diligence feels like a checkbox.

His advice: the moment you receive the appraisal document, send it to both your lawyer and your accountant before you do anything else. Before you make an offer. Before you shake hands. Before you tell the seller you’re interested.

The appraisal tells a story. A good dental lawyer and a good dental accountant will read that story very differently than you will. They’ll spot things you won’t. And catching those things before you’re committed is a lot cheaper than catching them after.

He’s also firm about one thing: you need a lawyer who specializes in dental practice transactions. Not a friend who does real estate. Not a general corporate attorney.

Dental practice purchases have details that general lawyers miss. How co-payments are handled. Infection prevention and control requirements. How staff termination works in a practice transition. The nuances are specific, and getting them wrong can cost significantly more than the legal fees you were trying to avoid.

Due diligence is where you find out what you’re actually buying. And it takes time.

A proper due diligence period for a dental practice is 90 to 120 days. That’s not a negotiating position. That’s the reality of how long it takes to properly review financials, patient records, staff contracts, the lease, supplier agreements, and everything else that comes with the practice.

Sellers sometimes push back. They want to close faster. They have other interested buyers. Michael has seen the urgency used as a tactic, and he’s seen dentists skip steps because of it. That almost never ends well.

If a seller is pressuring you to rush through due diligence, that’s a red flag on its own. A practice with nothing to hide doesn’t need to close in a hurry.

When you buy a practice, you’re not just buying a patient list and some equipment. You’re inheriting a team. And that team comes with obligations you need to understand before you sign.

Long-term employees are the biggest one. In Ontario, the standard for termination without cause is roughly one month of notice or pay for every year of service. A receptionist who’s been at the practice for 15 years and doesn’t work out for you six months after you take over is a significant liability.

That doesn’t mean you shouldn’t buy a practice with long-tenured staff. It means you need to know what you’re walking into. Your lawyer should review every employment agreement before closing. If there are no written contracts, that’s worth knowing too, because verbal arrangements and implied terms still carry legal weight.

Michael also flags vendor and supplier contracts. Many practices have ongoing agreements with labs, financing companies, or equipment suppliers. Some of those agreements transfer to you automatically. Some don’t. Know what you’re inheriting and what you’re not.

A lot of dentists buy a practice without fully understanding the lease on the space. That’s a serious mistake.

The specific clause Michael wants you to look for is a demolition or relocation clause. These clauses give the landlord the right to terminate your lease if they decide to redevelop the building. They used to be rare. They’re not anymore. Depending on the market, you might find them in close to half of commercial dental leases.

If your lease has one of these clauses and the landlord exercises it, you could be forced to move your entire practice with relatively little notice. That means construction costs, downtime, patient disruption, and the very real risk that not all of your patients follow you.

Beyond demolition clauses, look at the length of the remaining lease term and whether there are options to renew. If the lease expires in two years and the landlord doesn’t have to renew it, that’s a problem. You need enough runway to recoup your investment.

Your lawyer should review the lease in full.

Every dental practice purchase should include a non-compete and non-solicitation agreement with the selling dentist. This is not something to get casual about.

Michael has seen buyers skip this or accept vague language because they trust the seller. They’ve worked together. They have a good relationship. The seller promises they’re retiring and have no interest in practicing nearby.

That may be true today. It may not be true in two years when they get restless. A properly drafted non-compete defines a specific geographic radius and a specific time period. It covers both direct competition and patient solicitation. And it’s enforceable.

Without it, there’s nothing stopping the previous owner from opening a new practice down the street and calling every patient they know by name. You’re buying their goodwill. Protect it.

This is a conversation to have with your lawyer and accountant together, and it should happen early.

In an asset deal, you’re buying specific assets of the practice. Patient charts, equipment, the lease, goodwill. The liabilities of the old business generally don’t follow you.

In a share deal, you’re buying the corporation itself. That means you’re inheriting its full history, including any liabilities that might surface later. Past billing issues. Unresolved patient complaints. Employment disputes that haven’t become claims yet.

Most buyers prefer asset deals for exactly this reason. But the structure isn’t always simple, and there are tax implications on both sides. Get the right people in the room early and make sure you understand what you’re agreeing to before you sign.

One of the things dentists don’t always think about when buying a practice is what happened before they arrived.

If the previous owner had a patient complaint filed against them that hasn’t been resolved, and you’ve now taken over that practice, the situation is complicated. Depending on the structure of the deal and how it’s documented, you may have some exposure to the history of the practice even if you had nothing to do with it.

Michael recommends asking directly about any outstanding complaints, regulatory issues, or college investigations during due diligence. If the seller is reluctant to disclose, that tells you something. If there are open matters, your lawyer needs to assess the risk before you close.

Michael’s final piece of advice isn’t legal. It’s practical. And it comes from watching what happens when buyers move too fast after closing.

The patients in that practice are loyal to the previous dentist. Not to the practice. Not to you. You earn that loyalty over time, and the fastest way to lose it before you’ve had a chance to build it is to walk in and immediately start changing things.

New software. Staff terminations. Aggressive treatment planning. Patients who just met you presenting a treatment plan the previous dentist never mentioned. All of these things accelerate patient attrition in ways that are hard to reverse.

Michael recommends giving yourself six months to a year before you feel like the practice is truly yours. Use that time to get to know the team, understand how things work, and let patients get comfortable with you. The seller should stay on for at least six months during that transition. Their presence helps patients trust you in a way nothing else can.

The deal is just the beginning. The transition is where you either win or lose the practice you just paid for.