Andrew LaPalme, et al., Appellants,

This opinion is nonprecedential except as provided by
Minn. R. Civ. App. P. 136.01, subd. 1(c).

STATE OF MINNESOTA
IN COURT OF APPEALS
A24-1511

Andrew LaPalme, et al.,
Appellants,

vs.

Auto-Owners Insurance Company,
Respondent.

Filed June 9, 2025
Reversed and remanded
Ede, Judge

Hennepin County District Court
File No. 27-CV-24-7665

Timothy Johnson, Bill Yang (certified student practitioner), University of Minnesota
Insurance Law Clinic, Minneapolis, Minnesota (for appellants)

Steven J. Erffmeyer, Jeffrey M. Markowitz, Arthur, Chapman, Kettering, Smetak & Pikala,
P.A., Minneapolis, Minnesota (for respondent)

Considered and decided by Ede, Presiding Judge; Frisch , Chief Judge; and Harris,
Judge.
NONPRECEDENTIAL OPINION
EDE, Judge
Appellants challenge the district court’s order dismissing their complaint for failing
to state a claim upon which relief can be granted, arguing that the notice provision in their
insurance policy is not a condition precedent to coverage and that, even if it were, the
doctrine of impossibility applies and precludes dismissal. In the alternative, appellants
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assert that the notice provision is ambiguous and should be construed in their favor.
Because we conclude that the notice provision is not a condition precedent to coverage
under the insurance policy, we reverse and remand for further proceedings not inconsistent
with this opinion.
FACTS
Consistent with applicable law and except where otherwise noted, the following
factual summary stems from the allegations set forth in the complaint, which we accept as
true and construe in the light most favorable to appellants Andrew and Jennifer LaPalme,
who were the nonmoving parties before the district court.1
The LaPalmes owned and resided in a home that was insured by respondent Auto-
Owners Insurance Company from August 9, 2021, to August 9, 2022. During the applicable
period, the Auto-Owners policy provided the LaPalmes with coverage for certain property
damage, including loss or damage caused by hail. As relevant here, the policy states that
Auto-Owners agrees “to provide insurance subject to all terms and conditions” of the policy
and that, in return, the LaPalmes must comply with all policy terms. The policy also
provides that Auto-Owners may not be sued “unless there is full compliance with all the
terms” of the policy. And the policy contains a notice provision that states in relevant part:
“In case of . . . loss or damage by . . . hail, notice of the loss or damage must be given to us
or our agency within one year after the date the loss or damage occurred.”

1 See Walsh v. U.S. Bank, N.A. , 851 N.W.2d 598, 606 (Minn. 2014) (explaining that
appellate courts “review de novo whether a complaint sets forth a legally sufficient claim
for relief[,] . . . accept[ing] the facts alleged in the complaint as true and constru[ing] all
reasonable inferences in favor of the nonmoving party” (citations omitted)).
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On or after May 11, 2022, the LaPalmes’ home was damaged by hail. According to
the complaint, the LaPalmes “duly notified Auto-Owners of the May loss in accordance
with the Policy.” Although the complaint does not specify when the LaPalmes provided
notice to Auto-Owners, it is undisputed on appeal and the parties agree that the LaPalmes
provided notice of the May 2022 loss to Auto-Owners on June 8, 2023. Auto-Owners
acknowledged receipt of the LaPalmes’ notice of loss, assigned a claim number, and
eventually denied the claim in July 2023.
The LaPalmes commenced suit against Auto-Owners in May 2024, alleging breach
of contract and seeking a declaratory judgment. Maintaining that they fulfilled the
obligations required by their insurance policy, the LaPalmes asserted that Auto-Owners
was in breach because it failed to “approve and pay the amounts due and owing to the
[LaPalmes] pursuant to the policy.” In support of their declaratory-judgment claim, the
LaPalmes maintained that they are entitled to a judgment declaring that Auto-Owners is
required to pay repair and replacement costs for damage to their property.
Auto-Owners moved the district court to dismiss the complaint for failure to state a
claim upon which relief can be granted under Minnesota Rule of Civil Procedure 12.02(e).
Pointing to the use of the word “must” in the notice provision, Auto- Owners argued that
the notice provision is a condition precedent to coverage under the insurance policy. And
because the LaPalmes did not provide notice of the May 2022 damage until June 8, 2023,
Auto-Owners contended that the LaPalmes failed to meet that condition precedent and that
dismissal was warranted. The LaPalme s opposed Auto-Owners’ motion to dismiss,
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asserting that they had sufficiently pleaded their claims and that any failure to comply with
the notice provision did not preclude coverage under the policy.
The district court held a motion hearing in July 2024. At the hearing, Auto-Owners
elaborated on its argument for dismissal by contending that it had agreed to provide
insurance subject to the terms of the policy and that, in return, the LaPalmes likewise
needed to comply with the policy’s terms. Auto-Owners also maintained that the insurance
policy advised the LaPalmes that their failure to abide by a term could result in the loss of
coverage.
After taking the matter under advisement, the district court filed an order granting
Auto-Owners’ motion to dismiss and dismissing the LaPalmes’ complaint with prejudice.
Although the district court agreed with the LaPalmes that the policy does not contain
specific language that the notice provision is a condition precedent, the court nonetheless
determined that a condition need not be explicitly labeled as a condition precedent to create
one. The district court ruled that the language in the policy did create a condition precedent:
that the insured must provide notice of loss before the insurer’s duty of performance arises.
Reasoning that the LaPalmes failed to articulate an unknown fact or circumstance that
made performance impossible, the district court also declined to apply the impossibility
defense to the LaPalmes’ failure to provide notice to Auto-Owners within one year. And
the district court entered judgment for Auto-Owners.
This appeal follows.

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DECISION
The LaPalmes challenge the district court’s dismissal of their complaint for failure
to state a claim upon which relief can be granted. They argue that the district court erred
because the notice provision in their insurance policy does not create a condition precedent
to coverage. The LaPalmes also contend that, even if the notice provision were a condition
precedent, the doctrine of impossibility applies and excuses any failure to provide notice.
And they alternatively assert that the notice provision is ambiguous and should be
construed in their favor. Because we conclude that the notice provision is not a condition
precedent, we address only the LaPalmes’ first argument.
As noted above, appellate courts “review de novo whether a complaint sets forth a
legally sufficient claim for relief[,] . . . accept[ing] the facts alleged in the complaint as true
and constru[ing] all reasonable inferences in favor of the nonmoving party.” Walsh, 851
N.W.2d at 606 (citations omitted).
“The interpretation and construction of insurance policy provisions are matters of
law which this court reviews de novo.” Auto-Owners Ins. v. Evergreen, Inc., 608 N.W.2d
900, 902 (Minn. App. 2000). Appellate courts “interpret insurance policies using the
general principes of contract law.” Midwest Fam. Mut. Ins. v. Wolters, 831 N.W.2d 628,
636 (Minn. 2013). Insurance policies are construed “as a whole, and unambiguous
language must be given its plain and ordinary meaning.” Wesser v. State Farm Fire & Cas.
Co., 989 N.W.2d 294, 299 (Minn. 2023). The provisions should also be interpreted
according to “ what a reasonable person in the position of the insured would have
understood the words to mean.” Wolters, 831 N.W.2d at 636. And “when interpreting an
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insurance policy, [appellate courts] will avoid an interpretation that will forfeit the rights
of the insured under the policy, unless such an intent is manifest in clear and unambiguous
language.” Nathe Bros. v. Am. Nat’l Fire Ins., 615 N.W.2d 341, 344 (Minn. 2000)
(quotation omitted).
“A condition precedent . . . is any fact or event, subsequent to the making of a
contract, which must exist or occur before a duty of immediate performance arises under
the contract.” Nat’l City Bank of Minneapolis v. St. Paul Fire & Marine Ins., 447 N.W.2d
171, 176 (Minn. 1989) ; see also Minn. Law. Mut. Ins. v. Bradshaw & Bryant Law Off.
PLLC, 19 N.W.3d 206, 220 (Minn. App. 2025) (concluding that, although a notice
provision in an insurance policy did not use the term “condition precedent,” the term
“provided that” is “language that sets forth a condition” and was “a condition precedent to
coverage” because it “directly connect[ed] coverage with notice ”), petition for rev. filed
(Minn. Apr. 8, 2025).
If a policy provision — here, the notice requirement—“is a condition precedent of
liability under the insurance contract, noncompliance with that provision is fatal to
recovery.” Cargill, Inc. v. Evanston Ins., 642 N.W.2d 80, 87 (Minn. App. 2002) , rev.
denied (Minn. Jun. 26, 2002). But “absent express language making the failure to timely
submit the [notice] fatal to the rights of the insured, an insurer must show it was prejudiced
to avoid its liability under [the] policy.”
2 Nathe Bros., 615 N.W.2d at 347 (citing Reliance

2 Cf. Cargill, 642 N.W.2d at 87 (instructing that, on remand, “the fact -finder shall not
consider whether the timing of [the insured’s] notice prejudiced” the insurer because “[t]he
language of the . . . policy unambiguously state[d] that[,] . . . [a]s a condition precedent
to [the insured’s] right to the protection afforded by [the] policy,” the policy required that
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Ins. v. St. Paul Ins. Cos., 239 N.W.2d 922, 925 (Minn. 1976)); see also Reliance, 239
N.W.2d at 924 (considering the issue of prejudice when a notice provision stated that notice
“must be given” “[a]s soon as practicable”); Bach v. Liberty Mut. Fire Ins., No. A17-1814,
2018 WL 2769169, at *3–4 (Minn. App. Jun. 11, 2018) (nonprecedential but persuasive
opinion considering whether the insured was prejudiced when the notice provision stated
that the insured “must give us or our authorized agents[] written notice of an accident
within 6 months from the date of the accident”).3
Here, the insurance policy states that Auto- Owners agrees “to provide insurance
subject to all terms and conditions” of the policy and that , in return, the LaPalmes must
comply with all the terms of the policy. The policy also provides that Auto- Owners may
not be sued “unless there is full compliance with all the terms” of the policy. And the notice
provision requires that, in case of loss or damage by hail, “notice of the loss or damage
must be given to [Auto -Owners] or [its] agency within one year after the date the loss or
damage occurred.”
The LaPalmes maintain that the plain and ordinary meaning of the notice provision
establishes that it is not a condition precedent to coverage. Auto- Owners counters that
construing the notice provision together with the other clauses discussed above compels

the insured give to the insurer written notice of any claim made against the insured “as
soon as practicable” (emphasis added) (quotation omitted)).

3 “Nonprecedential opinions . . . are not binding authority except as law of the case, res
judicata or collateral estoppel, but nonprecedential opinions may be cited as persuasive
authority.” Minn. R. Civ. App. P. 136.01, subd. 1(c).
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the conclusion that the notice provision is a condition precedent. We agree with the
LaPalmes.
The Minnesota Supreme Court has declined to read a policy provision as a condition
precedent on the basis of other language in the policy that is analogous to the “we-may -
not-be-sued” clause here.4 See McCullough v. Travelers Cos., 424 N.W.2d 542, 544 (Minn.
1988) (concluding that a policy provision stating that “[n]o suit or action on [the] policy
for the recovery of any claim . . . [was] sustainable . . . unless all the requirements of [the]
policy [had] been complied with” did not convert another provision—which required an
examination of the insured under oath— into a condition precedent because nothing in the
policy required an examination under oath before suit or otherwise barred suit); see also
Nathe Bros., 615 N.W.2d at 347 (“Our holding in McCullough makes it clear that the
addition of the maintenance of suit clause to [an insurance policy] did not make strict
compliance with all its terms a condition precedent to recovery.”).
And Minnesota appellate courts have discussed the type of language that does and
does not create a condition precedent. Our review of that caselaw persuades us that the
policy language at issue falls into the latter category.
Cargill provides an example of a notice provision that we concluded was a condition
precedent. 642 N.W.2d at 87. There, the “policy unambiguously state[d] that[,] . . . ‘[a]s a
condition precedent to [the insured’s] right to the protection afforded by [the] policy, the

4 Appellate courts have also used the term “maintenance-of -suit” clause to describe this
type of policy language. See Nathe Bros., 615 N.W.2d at 347.
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Insured shall, as soon as practicable, give to the Company written notice . . . of any claim
made against him.’” Id. (alteration in original).
By contrast, the policy in Nathe Bros. provided in relevant part that, “[i]n the case
of any loss under this policy the insured shall give immediate written notice to this
company of any loss, protect the property from further damage, and a statement in writing,
signed and sworn to by the insured, shall within 60 days be rendered to the company[.]”
615 N.W.2d at 346 n.4 (emphasis added) (quotation omitted). Construing that provision,
the Minnesota Supreme Court concluded that, “absent specific policy language stating that
failure to timely submit a sworn proof of loss will be fatal to the rights of the insured or
that the submission of a sworn proof of loss is a condition precedent to the liability of the
insurer,” a failure to submit such proof “will not necessarily bar recovery on a policy.” Id.
at 348.5 And in N. Star Mut. Ins. v. Midwest Fam. Mut. Ins., we concluded that a notice
provision requiring that the insured inform the insurer “as soon as reasonably possible”
after a loss, accident, or occurrence “d[id] not create a condition precedent.” 634 N.W.2d
216, 220 n.1 (Minn. App. 2001), rev. denied (Minn. Dec. 19, 2001); 6 see also Reliance,
239 N.W.2d at 924; Bach, 2018 WL 2769169, at *3–4.

5 That Nathe Bros. concerned a proof-of-loss provision and not, as here, a notice-of-loss
provision does not alter our analysis. The supreme court’s analysis in Nathe Bros. was
driven by the language of the provision, not by the fact that the provision concerned a proof
of loss. 615 N.W.2d at 348.

6 We have reached similar conclusions in nonprecedential but persuasive opinions that have
addressed notice provisions in other contractual contexts. See, e.g., Robert R. Schroeder
Constr., Inc. v. Minn. Dep’t of Transp., No. A23-0228, 2023 WL 8013124, at *8 (Minn.
App. Nov. 20, 2023) (concluding that a notice provision requiring that a contractor “[g]ive
written notice to [a s]ubcontractor . . . within a reasonable period, but not more than thirty
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We conclude that the language in the notice provision of the LaPalmes’ policy aligns
with the sort of language used in Nathe Bros. and N. Star Mut. Ins., which did not amount
to a condition precedent. Indeed, despite stating that “notice of the loss or damage must be
given to [Auto-Owners] or [its] agency within one year after the date the loss or damage
occurred,” the notice provision in Auto-Owners’ insurance policy does not contain specific
language stating that a failure to give timely notice will be fatal to the LaPalmes’ rights or
that providing notice within a year was a condition precedent to coverage. See Nathe Bros.,
615 N.W.2d at 348 (concluding that failure to submit a timely proof of loss “will not
necessarily bar recovery on a policy” providing that “a statement in writing, signed and
sworn to by the insured, shall within 60 days be rendered to the company” (emphasis
added)). We therefore conclude that, without more specific language, the notice provision
at issue is not a condition precedent. Given that conclusion, we need not consider the
LaPalmes’ other arguments.
Because the notice provision is not a condition precedent to coverage, the district
court erred in dismissing the LaPalmes’ complaint for failing to state a claim upon which

(30) calendar days, after knowledge of [a] claim” was not a condition precedent because
the provision did not “expressly state that notice of a claim is a condition precedent to a
claim for indemnification” and did not “expressly stat[e] that a claim by [the] contractor
against [the] subcontractor [was] invalid if [the] contractor fail[ed] to comply with the
notice-of-claim provision”); Trooien v. Talon OP, L.P., No. A19-1541, 2020 WL 2840230,
at *4 (Minn. App. Jun. 1, 2020) (concluding that a provision in a consulting services
agreement providing that, “[i]n consideration for all past and future services hereunder,
appellants shall pay Trooien a fee,” was not a condition precedent because the “plain
language” of the agreement did not “describe a clear and unequivocal event that must occur
before appellants’ contractual duty [could] arise” (quotation omitted)), rev. denied (Minn.
Aug. 25, 2020).
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relief can be granted. Thus, we reverse and remand for further proceedings not inconsistent
with this opinion.7
Reversed and remanded.

7 Because the district court neither considered nor decided whether Auto- Owners was
prejudiced by the LaPalmes’ purported failure to comply with the policy’s notice provision,
we express no opinion on the merits of whether, on remand, Auto -Owners may avoid
liability under the policy by demonstrating such prejudice. See Nathe Bros., 615 N.W.2d
at 347.