Tonita Haire-Cochran, Appellant,

STATE OF MINNESOTA
IN COURT OF APPEALS
A25-1203

Tonita Haire-Cochran,
Appellant,

vs.

24 Restore, Inc.,
Respondent.

Filed April 13, 2026
Reversed and remanded
Bentley, Judge

Hennepin County District Court
File No. 27-CV-24-4468

Nicholas N. Sperling, Jonas Persson, Trepanier MacGillis Battina P.A., Minneapolis,
Minnesota (for appellant)

James P. Conway, Jaspers, Moriarty & Wetherille, P.A., Shakopee, Minnesota; and

Mallory K. Stoll, Blahnik, Prchal & Stoll, PLLC, Prior Lake, Minnesota (for respondent)

Considered and decided by Ede, Presiding Judge; Bentley, Judge; and Jesson,
Judge.
∗
SYLLABUS
Construction work performed on real property after a fire is not necessarily “an
improvement to real property” for purposes of determining whether the statute of
limitations in Minnesota Statutes section 541.051, subdivision 1(a) (2024), applies.

∗ Retired judge of the Minnesota Court of Appeals, serving by appointment pursuant to
Minn. Const. art. VI, § 10.
2
OPINION
BENTLEY, Judge
Appellant’s home was significantly damaged in a fire. She contracted with
respondent, a restoration company, to perform work on her home. After the work was
completed, she sued respondent for poor workmanship, alleging breach of the contract,
promissory estoppel, unjust enrichment, negligence, and breach of the covenant of good
faith and fair dealing. The district court later dismissed the complaint under Minnesota
Rule of Civil Procedure 12.02(e), determining that appellant’s claims are barred by the
two-year statute of limitations set forth in Minnesota Statutes section 541.051, subdivision
1(a) (2024), which applies to claims “arising out of the defective and unsafe condition of
an improvement to real property.”
Appellant argues that the district court erred by applying the statute of limitations
in section 541.051, subdivision 1(a), because the complaint (1) does not allege claims
“arising out of [a] defective or unsafe condition” and (2) does not allege facts establishing
that the work was “an improvement to real property.” Minn. Stat. § 541.051, subd. 1(a).
We agree with appellant that the district court erred in dismissing her claims. We therefore
reverse and remand.
FACTS
The following summarizes the allegations in the complaint and the documents that
are attached to it and incorporated therein.1

1 We accept as true the facts alleged in the complaint when reviewing a motion to dismiss
for failure to state a claim. Sipe v. STS Mfg., Inc., 834 N.W.2d 683, 686 (Minn. 2013). “A
3
In January 2019, appellant Tonita Haire-Cochran’s home suffered extensive fire
damage. She entered a contract with respondent 24 Restore, Inc., to perform construction
work that included “removing charred materials and paint, removing all damaged fixtures,
and restoring and refinishing the Property to like-new condition.”
When Haire-Cochran moved back into the home in November 2019, she observed
that the work was “incomplete, unworkmanlike, and over cost.” Among other deficiencies,
Haire-Cochran alleged that no work was performed on the basement, “incorrect and
inferior” windows were installed that caused heating problems, the kitchen cabinets and
countertops differed from those quoted and were improperly installed, the carpeting in the
bedrooms was completed with inferior material, the kitchen vent was not properly cut out
or attached to the oven hood, and the exterior siding and gutters were not completed. Haire-
Cochran contracted with other companies to complete the work, and she paid for that work
directly.
In March 2024, after two years of unsuccessful negotiations with 24 Restore to
address their work and the extra costs she incurred, Haire-Cochran commenced an action
alleging in the complaint claims for breach of contract, promissory estoppel, unjust
enrichment, negligence, and breach of the covenant of good faith and fair dealing.
24 Restore invoked a statute-of-limitations affirmative defense in its answer, though it did
not identify any specific statutory provision.

copy of any written instrument which is an exhibit to a pleading is a part of the statement
of claim or defense set forth in the pleading.” Minn. R. Civ. P. 10.03.
4
One month before trial , 24 Restore moved to dismiss Haire-Cochran’s complaint
under Minnesota Rule of Civil Procedure 12.02(e) for failure to state a claim upon which
relief may be granted .2 24 Restore argued that Minnesota Statutes section 541.051,
subdivision 1(a), bars Haire-Cochran’s claims because she commenced the action over two
years after sending an initial demand letter . In opposition, Haire-Cochran disputed that
section 541.051, subdivision 1(a), applied because the complaint did not allege “an
improvement to real property” within the meaning of that provision. Instead, she
maintained that the action is subject to a six-year statute of limitations.
After a hearing on the motion, the district court dismissed Haire-Cochran’s
complaint with prejudice under section 541.051, subdivision 1(a), because it determined
that the work alleged “constituted an improvement to real property .” The district court
reasoned that the complaint alleged that 24 Restore made “permanent additions to [Haire-
Cochran’s] home” that were “installed through the expenditure of labor and money” and
“designed to make the house more useful and enhance its value.” The court did not
expressly address whether the claims arose out of a defective and unsafe condition. Rather,
it concluded: “Minn. Stat. § 541.051 bars actions ‘in contract, tort, or otherwise.’ Since the

2 Haire-Cochran argues that the district court abused its discretion by allowing 24 Restore
to move to dismiss well after the scheduling order deadline. We do not reach this procedural
argument or discuss it in further detail because we reverse on the merits of the district
court’s decision to grant the motion based on the statute of limitations in section 541.051,
subdivision 1(a). See Sela Invs., Ltd. LLP v. J.H., 22 N.W.3d 181, 184 n.3 (Minn. App.
2025) (declining to reach appellant’s alternative arguments when reversing on other
grounds), rev. granted on other grounds (Minn. July 30, 2025).
5
entire Complaint is based on the work performed, the Court need go no further in its
analysis.”
Haire-Cochran appeals.
ISSUES
Is construction work performed on real property after a fire “an improvement to real
property” under Minnesota Statutes section 541.051, subdivision 1(a), such that a two-year
statute of limitations applies to claims arising out of the work?
ANALYSIS
Haire-Cochran argues that the district court erred in determining that Minnesota
Statutes section 541.051, subdivision 1(a), bars her claims. Specifically, she asserts that
the work alleged was not “an improvement to real property” and that the complaint does
not allege damages that arose from a “defective and unsafe condition.” Because these
arguments stem from the district court’s decision on a motion to dismiss, our appellate
review is de novo. Sipe v. STS Mfg., Inc., 834 N.W.2d 683, 686 (Minn. 2013). A motion to
dismiss based on an affirmative defense “may be granted only if the allegations in the
complaint . . . establish an unrebuttable defense.” Hoskin v. Krsnak, 25 N.W.3 d 398, 409
(Minn. 2025). We accept as true the facts alleged in the complaint and the documents
attached thereto, Sipe, 384 N.W.2d at 686; Minn. R. Civ. P. 10.03, and we construe all
inferences in favor of the plaintiff—here , Haire-Cochran, see Hansen v. U.S. Bank Nat’l
Ass’n, 934 N.W.2d 319, 325-26 (Minn. 2019) (“We will not make inferential leaps in favor
of the defendant to conclude that a lawsuit is time-barred.”).
6
The two-year statute of limitations in section 541.051, subdivision 1(a), establishes
an exception to the general six-year statute of limitations that otherwise would apply to the
claims raised in Haire-Cochran’s complaint. See Minn. Stat. § 541.05, subd. 1(1), (4), (5)
(2024) (establishing six-year statute of limitations for claims “upon a contract or other
obligation, express or implied,” “injuring personal property,” and “for any other injury to
the person or rights of another, not arising on contract”). Section 541.051, subdivision 1(a),
provides:
Except where fraud is involved, no action by any person
in contract, tort, or otherwise to recover damages for any injury
to property, real or personal, or for bodily injury or wrongful
death, arising out of the defective and unsafe condition of an
improvement to real property, shall be brought against any
person performing or furnishing the design, planning,
supervision, materials, or observation of construction or
construction of the improvement to real property or against the
owner of the real property more than two years after the cause
of action accrues[.]

(Emphasis added.) The issue on appeal is whether Haire-Cochran’s claims resulting from
24 Restore’s deficient work are subject to section 541.051, subdivision 1(a), because they
arose from a “defective and unsafe condition of an improvement to real property.” We start
with an analysis of whether the work alleged was “an improvement to real property,” and
because we conclude that it was not, we do not reach Haire-Cochran’s argument that the
claims also do not arise out of a “defective and unsafe condition.”
The Minnesota Supreme Court has defined “an improvement to real property” in
section 541.051, subdivision 1(a), as “a permanent addition to or betterment of real
property that enhances its capital value and that involves the expenditure of labor or money
7
and is designed to make the property more useful or valuable as distinguished from
ordinary repairs.” Moore v. Robinson Env’t, 954 N.W.2d 277, 285 (Minn. 2021) (quotation
omitted); see Hagen v. Steven Scott Mgmt., Inc., 963 N.W.2d 164, 174 (Minn. 2021)
(noting that once the supreme court has “interpreted a statute, that prior interpretation
guides [courts] in reviewing subsequent disputes over the meaning of the statute”
(quotation omitted)). In Siewert v. Northern States Power Co., the supreme court
articulated a three- factor test to determine whether changes or additions made to real
property meet this definition: “[1] whether the addition or betterment is permanent,
[2] whether it enhances the capital value of the property, and [3] whether it is designed to
make the real property more useful or valuable, rather than intended to restore the
property’s previous usefulness or value.” 793 N.W.2d 272, 287 (Minn. 2011).
In Moore, the supreme court provided two additional guiding principles in applying
section 541.051, subdivision 1(a). 954 N.W.2d at 284-85. First, Moore reaffirmed that
courts should use a “common-sense interpretation” of the phrase “improvement to real
property.” Id. at 285. And second, Moore concluded that courts should base the analysis
on the “project as a whole” rather than its individual parts. Id. at 284. With this guidance
in mind, we turn to the three-factor test from Siewert to determine whether Haire-Cochran’s
complaint alleges claims stemming from “an improvement to real property.”
The first two factors are largely unaddressed by the parties on appeal. With respect
to the first factor— whether the change or addition to the property is permanent —the
context relevant to our determination is readily apparent on the face of the complaint
because the construction work performed by 24 Restore was permanent. See Siewert, 793
8
N.W.2d at 287. This factor is satisfied and supports identifying the work as an improvement
to real property.
As to the second factor—whether the work performed by 24 Restore enhanced the
capital value of the property—we cannot discern from the complaint what the home’s value
was before or after it was restored. See id. 24 Restore argues that the work increased the
capital value of the home because the complaint alleges that the work included “restoring
and refinishing the Property to like-new condition.” (Emphasis added.) We are not
persuaded. Because we must construe all inferences in favor of Haire-Cochran, we infer
that a “like-new condition” is similar to the home’s condition before the fire. This factor
does not support a determination that the work performed was an improvement to real
property.
The third Siewert factor—whether the work was “designed to make the real property
more useful or valuable,” rather than “restor[ing] the property’s previous usefulness or
value”—also does not support a conclusion that the work alleged was an improvement to
real property. Id. To begin our analysis of this factor, we address a dispute about the
relevant point of comparison in assessing whether the property is more useful or valuable
than it once was. 24 Restore argues that we should look to the home’s condition
immediately before the construction work began. That is, we should consider the condition
of the home in its damaged state after the fire. Through that lens, 24 Restore maintains that
the project was designed to make the property more useful or valuable because it is more
9
useful or valuable than it was in its post-fire condition.3 We disagree with that framing. As
Haire-Cochran argues, caselaw instructs that the relevant comparison in cases involving an
event resulting in damage to real property is the condition of the property before the
damaging event took place—here, the home’s condition before the fire.
The supreme court’s decision in Moore provides helpful guidance. There, a home
heating system broke down and, upon inspection, it was determined that the boiler and
other areas in the home were asbestos laden. Moore, 954 N.W.2d at 279. The question was
whether the work performed to replace the boiler and abate the asbestos was “ an
improvement to real property.” Id. at 279-80. The supreme court assessed the property’s
prior usefulness by looking to the property’s condition immediately before the heating
system broke down—the damaging event —not to its condition after the break down. Id. at
286. The court concluded that, on those facts, the replacement was an improvement to real
property under the third factor of the Siewert test, reasoning:
The new, asbestos-free heating system . . . was not designed to
restore the home to the condition it was in before Moore ’s
boiler broke down; rather, the new heating system was
designed to make the property more valuable by replacing a
heating system that had been laden with asbestos since the
home’s construction in 1922.

Id. at 286. Applying Moore, we understand that the third Siewert factor require s us to
consider whether the work alleged was designed to restore the home to its condition before

3 The district court also appears to have focused its analysis on a comparison between the
post-fire condition and the condition after 24 Restore performed work: “When [24 Restore]
arrived at the home, it was considerably fire damaged. The work performed by [24 Restore]
was intended to tu rn the home back into a habitable dwelling. The work constituted an
improvement to real property[.]”
10
the fire occurred, just as the Moore court considered whether that project was designed to
restore the heating system to the condition it was in before the boiler broke down. Id. We
do not consider whether the work was designed to make the real property more useful or
valuable than it was immediately after the fire.
With that understanding, we agree with Haire -Cochran that the complaint alleged
that the work performed on her home was intended to restore the prior usefulness or value
of her home, meaning it was designed to restore it to its condition before the fire occurred.
The complaint characterizes the work as “removing charred materials and paint, removing
all damaged fixtures, and restoring and refinishing the Property to like-new condition.”
The contract, which was attached to the complaint and incorporated therein, described the
scope of the work to include the following: “set air scrubbers, emergency services,
emergency laundry, emergency mitigation [and] preventative winterization to help prevent
home from freezing, board up [and] secure home, demo [and] reconstruct.” These
allegations reflect that the work aimed to repair the damage throughout the home and
restore the house to its prior state.
These circumstances are materially different from the work performed in the cases
on which 24 Restore relies. For example, in Taney v. Independent School District No. 624,
this court considered a remodeling project that brought a building into compliance with
city code so that it could be a middle school. 673 N.W.2d 497, 500, 503-05 (Minn. App.
2004), rev. denied (Minn. Mar. 30, 2004). We concluded that the project, which included
the installation of “panic bar” doors that led to the plaintiff’s injuries, was “an improvement
to real property” because it enhanced the capital value of the school, involved expenditure
11
of labor and money to complete, and “was designed to make the property more useful and
valuable by bringing it up to code.” Id. at 501, 504-05. Here, in contrast, the work alleged
was not designed to change the nature of the property to make it more useful or valuable
than it had been. It was designed to restore the property to its prior usefulness or value.
Our decision in Williams v. Tweed, 520 N.W.2d 515 (Minn. App. 1994), rev. denied
(Minn. Oct. 27, 1994), offers another comparison point. There, we concluded that a project
covering a hole over an abandoned septic tank was an improvement to real property.
Williams, 520 N.W.2d at 518. The landowners abandoned the septic tank because they
were required to connect the home to a community sewer system. Id. at 516 , 518. We
concluded that the work to cover the hole was an improvement to real property because it
“increased the value of the property by making it appear the tank was filled in and, thus,
properly abandoned.” Id. at 518. Much like the asbestos abatement in Moore and building-
code updates in Taney , the covering of the septic tank was part of a project that was
designed to change the character of an important aspect of the property and contributed to
making the property more valuable or useful than it would have been had the landowners
maintained the status quo. See id. (noting that “if the [landowners] had not ‘abandoned’ the
tank as required by the city, it would have been a job left for the next owner, decreasing
the property’s value”).
Other cases that identify improvements to real property are similarly
distinguishable. See Patton v. Yarrington, 472 N.W.2d 157, 159-60 (Minn. App. 1991)
(holding that the installation of smoke detectors in a building was an improvement to real
property in part because they “placed the duplex in conformance with Minneapolis
12
requirements for rental property, thereby making the property more useful and valuable by
enabling its owner to use or sell it as rental property”), rev. denied (Minn. Aug. 29, 1991);
Citizens Sec. Mut. Ins. Co. of Red Wing v. Gen. Elec. Corp., 394 N.W.2d 167, 168, 170
(Minn. App. 1986) (noting, in the context of an “extensive remodeling” project converting
a warehouse to an office condominium space, that there was not “much dispute as to
whether installation of the light fixtures and ballasts constituted an ‘improvement’ to real
property”), rev. denied (Minn. Nov. 26, 1986).4
24 Restore maintains that the extensive scope of the construction work here is
different from “ordinary repairs” that the supreme court says are not improvements to real
property. Moore, 954 N.W.2d at 285. 24 Restore contrasts the allegations here with the
repair work in Hartford Fire Insurance Co. v. Westinghouse Electric Corp., 450 N.W.2d
183 (Minn. App. 1990), rev. denied (Minn. Mar. 22, 1990). In Hartford, a “damaging”
event to a generator required replacement of a neoprene rubber seal connected with the
generator’s blower fan. 450 N.W.2d at 185. The question was whether the “events
surrounding the seal installation,” including the procurement of $35 worth of neoprene
rubber, milling of the rubber, and installing the seal, were an improvement to real property
under section 541.051, subdivision 1(a). Id. at 185-86. We concluded that the work was
not an improvement because it “constituted an ordinary repair merely restoring, not
increasing, the value and utility of the generator.” Id.

4 We note that, even if aspects of the work alleged here resemble work that has been
included in an improvement to real property in other circumstances, like the replacement
of damaged fixtures, the supreme court has instructed that we consider “the project as a
whole.” Moore, 954 N.W.2d at 283.
13
We are not persuaded that the facts in Hartford are materially different from this
case for purposes of the third Siewert factor. 24 Restore asserts that the scope and cost of
the work alleged here eclipses the repair at issue in Hartford, which illustrates that the work
is different in kind from ordinary repair work and more like work constituting an
improvement to real property. But even if the repair in Hartford was less extensive, the
intent of that repair is similar to the intent of the construction work performed on Haire-
Cochran’s home. See Siewert, 793 N.W.2d 287 (considering whether the work was
“intended to restore the property’s previous usefulness or value” (emphasis added)). The
rubber seal in Hartford was designed to restore the generator to its condition before the
damaging event. Id. It did not improve the usefulness or value of the generator. Id.
Construing all inferences in favor of Haire-Cochran’s complaint, we cannot conclude that
the construction work that 24 Restore performed was intended to do anything but return
the property to its prior usefulness or value . On these allegations, the work was not
designed to make the home more useful or valuable than it had been before the fire. Siewert,
793 N.W.2d at 287.
Considering the three Siewert factors, we conclude that the allegations in the
complaint, construed in Haire-Cochran’s favor, do not support a conclusion that the
construction work was an improvement to real property. Factor one is satisfied because the
work resulted in permanent additions to the home. But factors two and three do not support
characterizing the project as an improvement because there are no allegations that the
construction work materially enhanced the home’s capital value from what it was before
the fire, and the allegations support an inference that the construction work was designed
14
to “restore the property’s previous usefulness or value,” not designed to make the property
“more useful or valuable.” Id. We therefore also conclude that dismissal was inappropriate
under rule 12.02(e) because 24 Restore did not establish an affirmative defense that was
unrebuttable based on the complaint allegations. See Hoskin, 25 N.W.3d at 409.
This is not to say that construction work performed on real property following a
damaging event like a fire could never be “an improvement to real property” under
Minnesota Statutes section 541.051, subdivision 1(a). A homeowner might design a project
in a manner that is intended to change the nature or value of the property, in addition to
restoring it to a livable condition. In that situation, an analysis of the Siewert factors may
lead to a different conclusion. Accordingly, we hold that construction work performed on
real property after a fire is not necessarily “an improvement to real property” within the
meaning of Minnesota Statutes section 541.051, subdivision 1(a). At this stage in the
proceedings, the work alleged here was not an improvement to real property.
Before concluding, we address several issues that may become relevant on remand.
Given our conclusion that the statute of limitations in section 541.051, subdivision 1(a),
does not support dismissal under Minnesota Rule of Civil Procedure 12.02(e) because the
complaint does not allege claims that arise from “an improvement to real property,” we do
not reach Haire-Cochran’s alternative argument that the claims do not arise out of a
“defective and unsafe condition.” Minn. Stat. § 541.051, subd. 1(a). Haire-Cochran asserts
that her complaint does not allege that the conditions underlying her claims were “unsafe,”
which caselaw has interpreted to mean at “risk of bodily injury,” “insecure,” or “vulnerable
to invasion.” Griebel v. Andersen Corp., 489 N.W.2d 521, 523 (Minn. 1992). On remand,
15
if further facts develop that would support a determination that the construction work was
an improvement to real property, the district court would need to consider whether the
claims arise out of a “defective and unsafe condition” of the improvement to real property
before deciding whether the two-year statute of limitations applies. Minn. Stat. § 541.051,
subd. 1(a).
Haire-Cochran also alternatively asks that we reverse the district court’s decision to
grant the motion to dismiss because 24 Restore failed to preserve its statute-of-limitations
defense by not pleading the defense with specificity. And she maintains that section
541.051, subdivision 1(a), does not apply to her equitable claims. As with the defective-
and-unsafe-condition issue, we decline to reach these arguments on appeal because of our
conclusion that 24 Restore has not established at this stage in the proceedings that section
541.051, subdivision 1(a), applies. See Sela Invs., Ltd. LLP v. J.H., 22 N.W.3d 181, 184
n.3 (Minn. App. 2025) (declining to reach appellant’s alternative arguments when
reversing on other grounds), rev. granted (Minn. July 30, 2025).
DECISION
We hold that construction work performed on real property after a fire is not
necessarily “an improvement to real property” within the meaning of Minnesota Statutes
section 541.051, subdivision 1(a). Applying the Siewert factors here, only the first factor—
that the work alleged resulted in a permanent addition to the home —supports construing
the construction work as “an improvement to real property.” 793 N.W.2d at 287. The other
two Siewert factors lead us to conclude that the work alleged was not an improvement
under the statute because there is no indication that it improved the capital value of the
16
home, and the project, as alleged, was not designed to make the home “more useful or
valuable” than it was before the fire. Id. Rather, the work alleged was “intended to restore
the property’s previous usefulness.” Id. We therefore reverse the district court’s dismissal
of Haire-Cochran’s complaint and remand for further proceedings not inconsistent with
this opinion.
Reversed and remanded.