STATE OF MINNESOTA

                                IN SUPREME COURT

                                      A23-0519

Court of Appeals                                                       Moore, III, J.
                                                              Took no part, Gaïtas, J.
Great Northwest Insurance Company,

                     Appellant/Cross-Respondent,

vs.                                                              Filed: July 30, 2025
                                                           Office of Appellate Courts
Hector A. Campbell,

                     Respondent/Cross-Appellant,

Betty L. Campbell,

                     Defendant.
                             ________________________

Christopher A. Wills, RGP Law Ltd., Saint Cloud, Minnesota, for appellant/cross-
respondent.

Edward E. Beckmann, Beckmann Law Firm, LLC, Bloomington, Minnesota; and

Thomas J. Okoneski, Okoneski Law Firm, LLC, North Saint Paul, Minnesota, for
respondent/cross-appellant.

Dale O. Thornsjo, Lance D. Meyer, O’Meara Wagner, P.A., Minneapolis, Minnesota, for
amicus curiae The Insurance Federation of Minnesota.

Timothy D. Johnson, Alexandra J. Anderson, Smith Jadin Johnson, PLLC, Bloomington,
Minnesota, for amicus curiae United Policyholders.

Beth A. Jenson Prouty, Harrison E. Berg, Arthur, Chapman, Kettering, Smetak & Pikala,
P.A., Minneapolis, Minnesota, for amicus curiae American Property Casualty Insurance
Association.

                             ________________________



                                          1

SYLLABUS

       1.      When roof shingles are damaged in a storm and, under applicable state code

provisions for shingle installation, the shingles cannot be replaced without first installing a

new layer of sheathing, Minnesota Statutes section 65A.10, subdivision 1 (2024)—which

mandates that replacement cost insurance include the cost of replacing, rebuilding, or

repairing damaged property in compliance with the minimum code requirements imposed

by state or local authorities—requires a replacement cost insurer to cover the cost of

installing the sheathing.

       2.      Minnesota Statutes section 65A.10, subdivision 1, does not obligate an

insurer to pay for overhead and profit costs unless the insured establishes that those costs

constitute part of the “cost of replacing, rebuilding, or repairing any loss or damaged

property in accordance with the minimum code as required by state or local authorities.”

               Affirmed.

                                 ________________________

OPINION

MOORE, III, Justice.

       This appeal arises from a dispute over insurance coverage for storm-related roof

repairs.    Respondent/cross-appellant Hector Campbell’s home was insured under a

replacement cost insurance policy provided by appellant/cross-respondent Great Northwest

Insurance Company (Great Northwest).          After a hailstorm damaged the shingles on

Campbell’s roof, Campbell hired a contractor to conduct repairs. While replacing the

damaged shingles, the contractor discovered that the roof’s decking had gaps between the


                                              2
wood planks larger than permissible under state code governing the installation of the

replacement shingles. The contractor installed a new layer of oriented strand board

sheathing on top of the deficient decking and affixed the new shingles to the new sheathing.

Because Campbell’s insurance policy excluded coverage for roofing repairs beneath the

outermost layer of roofing material, as well as coverage for overhead and profit in all cases

except those involving fire and lightning, Great Northwest denied coverage for the

contractor’s installation of the new layer of sheathing material and for the contractor’s

overhead and profit.

       Great Northwest brought a declaratory judgment action to determine its coverage

obligations. The district court determined that the insurer’s denial of coverage for the

sheathing violated Minn. Stat. § 65A.10, subd. 1 (2024), which requires, in the event of a

partial loss, replacement cost insurance to cover the cost of replacing or repairing the

damaged portion of the property “in accordance with the minimum code as required by

state or local authorities.” But the district court granted summary judgment to Great

Northwest on the overhead and profit issue, concluding that Campbell’s policy “clearly

and unambiguously” barred coverage for those costs. The district court thus granted Great

Northwest’s summary judgment motion in part and denied it in part. The court of appeals

affirmed on both issues.

       We conclude that Minnesota Statutes section 65A.10, subdivision 1, requires Great

Northwest to provide coverage for the new sheathing because installing the sheathing was

a cost of replacing the damaged shingles in accordance with the state building code

governing shingle installation. Therefore, the limitation provision in Campbell’s policy


                                             3
that excluded such coverage is invalid under the statute. We further conclude that Great

Northwest may deny coverage for overhead and profit here because Campbell failed to

establish that the contractor’s overhead and profit costs constitute part of the “cost of

replacing, rebuilding, or repairing any loss or damaged property in accordance with the

minimum code as required by state or local authorities.” Minn. Stat. § 65A.10, subd. 1.

Campbell therefore failed to show that the provision excluding coverage for overhead and

profit violates section 65A.10. Accordingly, we affirm the decision of the court of appeals.

                                          FACTS

       The facts here are undisputed. A hailstorm damaged the roof of Campbell’s Saint

Paul home in May 2022. 1 The home was insured under a homeowner’s replacement cost

insurance policy issued by Great Northwest. After an adjuster confirmed the damage,

Great Northwest approved the removal and replacement of the damaged shingles.

       Campbell hired a contractor to replace the damaged shingles. When the contractor

removed the damaged shingles, the contractor discovered that Campbell’s roof decking

(the layer of wood to which the shingles were affixed) had gaps exceeding one-fourth of

an inch. These gaps were significant because the shingle manufacturer’s installation

instructions—which roofing installers must follow under the state building code 2—


1
       Hector Campbell and his wife, defendant Betty Campbell, owned the home at the
time of the storm. Mrs. Campbell has since passed away.
2
        For its building code, Minnesota has incorporated by reference the 2018
International Building and Residential Codes. See 

.0011, subp. 1 (2020)
(adopting the international building code); 

.0010, subp. 1 (2020) (adopting
the international residential code). The term “state building code” in this opinion therefore


                                             4
prohibited installing the shingles on decking with gaps greater than one-eighth of an inch.

As a result, the state code did not allow the contractor to install the replacement shingles

directly on Campbell’s existing roof decking. The contractor therefore installed oriented

strand board sheathing over the existing decking and affixed the new shingles to the new

sheathing. When the contractor submitted an invoice to Great Northwest for the roof

repairs, Great Northwest denied coverage for three costs: $5,600 for the installation of the

oriented strand board sheathing, $2,641 for the contractor’s overhead, and $2,641 for the

contractor’s profit.

       Great Northwest brought a declaratory judgment action in Ramsey County District

Court, seeking to determine its coverage obligations under Minnesota law.              Great

Northwest moved for summary judgment, arguing that two provisions in Campbell’s

insurance policy explicitly disclaimed coverage for these costs. First, Great Northwest

cited to a “Roof Damage Limitation Endorsement” in Campbell’s policy, which stated that

Great Northwest would only pay for “direct physical loss” and not for “any layer of roofing

material . . . beneath the outermost layer.” This endorsement stated:

       There is no coverage for and “we” will not pay for tear off, repair, removal,
       or replacement of any layer of roofing material, including “decking”, beneath
       the outermost layer. This limitation applies even if the tear off, repair,
       removal, or replacement of any layer of roofing material beneath the
       outermost layer or “decking” is necessary to repair, remove, or replace the

refers to the 2018 International Building Code and the 2018 International Residential Code,
subject to the exceptions, amendments, and qualifications to those codes as stated in the
administrative rules. See generally Minn. R. chs. 1305, 1309 (2020) (adopting certain
amended provisions of the International Building and Residential Codes). Chapter 9 of the
International Residential Code addresses “roof assemblies.” Int’l Residential Code
§§ R901 to R908 (Int’l Code Council 2018); see also Minn. Rs. 1309.0903, .0905 (2020)
(adopting amended sections of R903 and R905 of the Int’l Residential Code).

                                             5
      outermost layer of roofing material. This limitation also applies even if the
      tear off, repair, removal, or replacement of any layer of roof material,
      including “decking”, other than the outermost layer, is required by any law
      or ordinance, including any building code.

      “We” do pay for direct physical loss to “decking” below all layers of roof
      material, if a covered peril causes the direct physical loss to the “decking”
      and the loss is not subject to any exclusions in the policy.

The roofing endorsement defined “decking” as “the wood, plywood, wood fiber, or other

material applied to the structure of a building or other structure and to which a roof

assembly is attached.” Because the gaps in the decking were not caused directly by the

storm, Great Northwest argued that this endorsement excluded coverage for installation of

the new sheathing.

      Second, Great Northwest pointed to an “Overhead and Profit” Endorsement in

Campbell’s policy, which excluded coverage for “[o]verhead and profit on the materials

and labor associated with roofing or the roofing system” unless the damage was caused by

fire or lightning. The damage to Campbell’s roof was not due to fire or lightning, and

therefore, Great Northwest argued it had no obligation to provide coverage for the

contractor’s overhead and profit.

      Campbell countered that section 65A.10—which requires replacement cost

insurance to cover, in the case of a partial loss, the “cost of replacing, rebuilding, or

repairing” the damaged portion of the property “in accordance with the minimum code as

required by state or local authorities”—encompassed both the sheathing cost and the

overhead and profit costs. Minn. Stat. § 65A.10, subd. 1. Therefore, Campbell argued, the

two policy endorsements were invalid because they conflicted with the statute.



                                            6
      The district court granted in part and denied in part Great Northwest’s motion for

summary judgment. The district court denied summary judgment as to the cost of the

sheathing, concluding that Great Northwest’s denial of coverage violates Minn. Stat.

§ 65A.10, subd. 1. The district court thus ordered Great Northwest to pay the $5,600

related to the roof decking. But the district court granted summary judgment to Great

Northwest as to the contractor’s overhead and profit. Great Northwest appealed on the

overhead and profit issue, and Campbell appealed on the sheathing issue. The court of

appeals affirmed the district court, Great Nw. Ins. Co. v. Campbell, 3 N.W.3d 59 (Minn.

App. 2024), and we granted review on both issues.

                                      ANALYSIS

      The question before us is whether Minn. Stat. § 65A.10, subd. 1, requires Great

Northwest to provide coverage for the cost of installing new sheathing over the existing

decking on Campbell’s roof, as well as the contractor’s associated overhead and profit.

Campbell argues that the statute requires coverage for these costs, such that the

endorsements in Campbell’s insurance policy disclaiming coverage for those costs are

unenforceable.

      This case comes to us on appeal from summary judgment. Summary judgment is

appropriate when “there is no genuine issue as to any material fact and the movant is

entitled to judgment as a matter of law.” Minn. R. Civ. P. 56.01. On appeal, we determine

whether there are any genuine issues of material fact that preclude summary judgment and

whether the district court properly applied the law. St. Matthews Church of God & Christ

v. State Farm Fire & Casualty Co., 

, 764 (Minn. 2022). We review a


                                           7
district court’s summary judgment decision de novo. 

 The parties agree that the material

facts are not in dispute. Therefore, the only questions before us are the interpretation of

statutes and insurance contracts, which are questions of law we review de novo. 

       “Insurance policies are contracts and, absent statutory provisions to the contrary,

general principles of contract law apply.” Remodeling Dimensions v. Integrity Mut. Ins.

Co., 

 (Minn. 2012). But “[t]he business of insurance is quasi public

in character; hence, it is competent for the state, in the exercise of the police power, to

regulate it for the protection of the public.” Ill. Farmers Ins. Co. v. Glass Service Co.,

 (Minn. 2004) (citation omitted) (internal quotation marks omitted).

Thus, when a term in an insurance contract contravenes a requirement of Minnesota statute,

the contract term is unenforceable. Streich v. Am. Fam. Mut. Ins. Co., 

 (Minn. 1984).

       The Roof Damage Limitation and Overhead and Profit endorsements in Campbell’s

insurance policy explicitly bar coverage for the sheathing and overhead and profit on these

facts. 3 We therefore must decide whether the statute governing replacement cost insurance,

Minnesota Statutes section 65A.10, subdivision 1, renders the two insurance provisions at

issue—the endorsements covering roof damage and overhead and profit—invalid.


3
        Campbell argues that these facts did not trigger the coverage exclusion within the
Roof Damage Limitation Endorsement. That said, the court of appeals concluded here that
coverage for the sheathing installation was excluded under the plain language of the
endorsement, Campbell, 3 N.W.3d at 65, and Campbell did not preserve this question in
his petition for review. Therefore, Campbell forfeited the issue, and we adopt the court of
appeals’ holding that the insurance policy itself disclaimed coverage for the sheathing. See
In re GlaxoSmithKline PLC, 

 (Minn. 2005) (stating the presumption
that “we do not address issues that were not raised in a petition for review”).

                                             8
                                                I.

       We begin with the question of whether Minnesota Statutes section 65A.10,

subdivision 1, obligates an insurer offering replacement cost insurance to indemnify an

insured for the cost of installing new roof sheathing, where such sheathing is necessary to

allow damaged shingles to be replaced in compliance with applicable building codes

governing shingle installation. See Remodeling Dimensions, Inc. v. Integrity Mut. Ins. Co.,

 (Minn. 2012) (“An insurer . . . has a duty to indemnify its insured by

paying a covered claim under the insurance policy.”). If the statute were to require such

coverage, the Roof Damage Limitation Endorsement would be invalid. Streich, 

 (“An insurer’s liability is governed by the contract between the parties only

as long as coverage required by law is not omitted and policy provisions do not contravene

applicable statutes.”).

       Section 65A.10, subdivision 1, which addresses mandated code-compliant coverage

for a partial loss, provides:

       Subject to any applicable policy limits, where an insurer offers replacement
       cost insurance: (i) the insurance must cover the cost of replacing, rebuilding,
       or repairing any loss or damaged property in accordance with the minimum
       code as required by state or local authorities . . . . In the case of a partial loss,
       unless more extensive coverage is otherwise specified in the policy, this
       coverage applies only to the damaged portion of the property.

In this case, the court of appeals concluded that section 65A.10, subdivision 1, requires

Great Northwest to cover the cost of installing the new sheathing. Campbell, 3 N.W.3d

at 67. The court of appeals concluded that “the damaged portion of Campbell’s property”

was the shingles, not any other layer of the roof. 

 But it concluded that replacing the



                                                9
sheathing was a cost of replacing the damaged shingles under the statute, making coverage

mandatory. 

 at 65–66. The court of appeals reasoned that “it was not possible for a

roofer to install new shingles in accordance with the state building code” unless the new

sheathing was installed. Id. at 67. Therefore, installing new sheathing was a “cost of

replacing, rebuilding, or repairing any loss or damaged property in accordance with the

minimum code as required by state or local authorities.” Minn. Stat. 65A.10, subd. 1.

       Great Northwest argues that coverage is not required under section 65A.10,

subdivision 1, relying heavily on our recent decision in St. Matthews, 

,

which also involved the scope of an insurer’s obligation under the partial-loss provision in

section 65A.10. In St. Matthews, we concluded that the phrase “the damaged portion of

the property” in section 65A.10 is subject to only one reasonable interpretation and held

that in the event of a partial loss, the insurer’s “obligation to bring the property up to code

does not extend beyond that portion of the property that was damaged in the covered

event.” St. Matthews, 981 N.W.2d at 765.

       St. Matthews involved a Saint Paul church damaged during a hailstorm. Id. at 762.

The church’s property insurer, State Farm Fire and Casualty Company, agreed to cover the

cost of repairing and replacing drywall in the church, which had sustained storm damage.

Id. at 763. But when the drywall was removed, cracks in the masonry behind the damaged

drywall were discovered. Id. The City of Saint Paul would not issue a building permit for

the repair and replacement of the drywall until the cracked masonry was repaired,

explaining that the cracks in the masonry impacted the structural integrity of the wall and

created a “hazardous condition.” Id. The city thus required the church to bring the masonry


                                              10
into accordance with the city’s building code requirement as a condition of obtaining a

building permit. Id. The church asked us to hold that State Farm was required to pay to

repair the masonry as a covered cost of repairing the “damaged portion of the property”

under section 65A.10. State Farm maintained that it could deny coverage because any

issues with the masonry were “unrelated to the storm event.” St. Matthews, 981 N.W.2d

at 763 (internal quotation marks omitted).

      We held that because the masonry was not “the damaged portion of the property,”

section 65A.10 did not require coverage. St. Matthews, 981 N.W.2d at 768. We stated that

there was “no dispute that State Farm fully covered the cost of replacing the drywall

consistent with any municipal codes related to the drywall,” and that “there is nothing in

the record to suggest that St. Matthews could not have installed the drywall without any

additional repairs to the masonry.” Id. at 766–67. Therefore, repairs to the masonry were

not covered under section 65A.10. Id. at 768.

       The parties dispute whether this case is controlled by our decision in St. Matthews.

Great Northwest argues that this case is directly analogous to St. Matthews. It argues that

because no other roof layer besides the shingles was damaged in the storm, and because

“the shingles can be completely replaced in compliance with the municipal code without

making any additional changes to other parts of the property,” section 65A.10 does not

mandate coverage.

       Campbell responds that this case is distinguishable. Campbell notes that in St.

Matthews, we observed that “from the perspective of a drywall installer, there was nothing

in the condition of the masonry that prevented the installation of new drywall.”


                                             11
981 N.W.2d at 767. Campbell asserts that here, from the perspective of a shingle installer,

the damaged shingles could not be replaced in compliance with the code governing the

shingles without first installing a new sheathing surface. Campbell thus argues that while

the masonry repairs from St. Matthews were not within the scope of section 65A.10, a

code-compliant shingle surface is covered by the statute here.

       We agree with Campbell. In the event of a partial loss, an insurer’s obligation under

section 65A.10, subdivision 1, is limited to “bringing up to code that ‘portion of the

property’ that was damaged.” St. Matthews, 981 N.W.2d at 765 (quoting Minn. Stat.

§ 65A.10, subd. 1). Here, we agree with the court of appeals that the damaged portion of

the property was the shingles alone—not the decking. 4 But critically, the state building

code governing shingle installation incorporates the instructions set forth by the shingle

manufacturer, which state that the replacement shingles could be installed only on a roofing

layer with gaps smaller than one-eighth of an inch. Great Northwest does not dispute that

the state building code imposed such a requirement. Nor does Great Northwest dispute

that Campbell’s home lacked such a surface. Thus, because the code governing the

damaged property required the installation of new sheathing, we conclude coverage is

required by section 65A.10, subdivision 1.

       Our reasoning here aligns with St. Matthews. In that case, “there was nothing in the



4
       Campbell argues that we should conclude that the shingles and the other layers of
roofing together comprise one “damaged portion of the property”—“the roof.” But we
rejected this reasoning in St. Matthews. Just as the drywall and the masonry were not one
“portion” of the building in that case—“the wall”—the shingles and the decking are not
one “portion” of the building here. See St. Matthews, 981 N.W.2d at 766–67.

                                             12
condition of the masonry that prevented the installation of new drywall.” St. Matthews,

981 N.W.2d at 767. But here, the contractor could not have complied with state code

governing the shingles without installing new sheathing. And similarly, in St. Matthews,

“State Farm fully covered the cost of replacing the drywall consistent with any municipal

codes related to the drywall.” Id. at 766. In this case, Great Northwest’s failure to cover

the cost of installing a new sheathing surface means that they failed to “fully cover[] the

cost of replacing the [shingles] consistent with any municipal codes related to the

[shingles].” Id.

       We therefore conclude that section 65A.10, subdivision 1, requires Great Northwest

to cover the cost of installing the new sheathing, because the sheathing cost was a “cost of

replacing [the damaged shingles] in accordance with the minimum code.” We thus affirm

the court of appeals’ decision affirming the grant of summary judgment to Campbell on

the sheathing issue.

                                            II.

       We now turn to the overhead and profit issue. Campbell argues that section 65A.10,

subdivision 1, requires Great Northwest to cover the contractor’s overhead and profit

related to the roofing repairs, even though the Great Northwest policy explicitly excluded

coverage for overhead and profit except in cases involving fire or lightning.

       The “Overhead and Profit” endorsement in Campbell’s policy issued by Great

Northwest provided:

       Overhead and profit on the materials and labor associated with roofing or the
       roofing system will not be covered under this policy unless the damage to the
       roof or roof system is a result of fire or lightning.


                                            13
The bill from Campbell’s roofing contractor included line items for overhead and

profit—each in the amount of $2,641, for a total of $5,282. Campbell argues that the policy

endorsement limiting recovery of overhead and profit costs to certain cases is

unenforceable. Campbell asserts that overhead and profit are generally recognized in the

industry as necessary components of work performed by a general contractor, and that

therefore, they fall within the scope of the replacement cost coverage required by

section 65A.10. Great Northwest responds that Campbell “did not offer any evidence” that

the contractor’s overhead and profit here “were caused by a code compliance issue,” and

that Campbell therefore failed to demonstrate that coverage for overhead and profit is

required under the statute. The court of appeals affirmed the district court’s decision

granting summary judgment for Great Northwest, concluding that Campbell had not met

his burden of demonstrating that the district court erred—because Campbell “does not

explain how the statutory language supports his argument,” and because “Campbell

provides no authority to support his argument.” Campbell, 3 N.W.3d at 67.

      The “burden of showing error rests upon the one who relies upon it.” Midway Ctr.

Assocs. v. Midway Ctr., Inc., 

 (Minn. 1975). The district court

concluded in this case that Great Northwest “has no legal obligation to pay” the overhead

and profit costs. Here, Campbell has cited no code provision—and indeed, no legal

authority—to support his argument that overhead and profit were a “cost of repairing”

Campbell’s damaged property “in accordance with the minimum code as required by state

or local authorities,” and thus required under section 65A.10, subdivision 1. Campbell’s



                                            14
assertion that overhead and profit are a generally accepted cost of certain construction

projects is not enough to mandate coverage under the statute.              Section 65A.10,

subdivision 1, requires insurers to provide coverage only for costs that are necessary to

conduct repairs in accordance with code requirements, and Campbell does not provide any

authority requiring the use of a general contractor, and their accompanying overhead and

profit costs, for these repairs. Because the district court found for Great Northwest on this

question, and because Campbell has failed to present any grounds upon which the judgment

of the district court can be reversed, we affirm the court of appeals’ decision affirming the

grant of summary judgment to Great Northwest on the overhead and profit issue.

                                      *      *       *

       Under Minnesota Statutes section 65A.10, subdivision 1, replacement cost

insurance must cover “the cost of replacing, rebuilding, or repairing any loss or damaged

property in accordance with the minimum code as required by state or local authorities.”

In the event of a partial loss, that obligation only extends to the “damaged portion” of the

home. 

 Today we clarify that section 65A.10, subdivision 1, requires insurers to cover

the cost of all repairs necessary to ensure that the damaged portion of the property can be

repaired, replaced, or rebuilt in compliance with the state or local code that governs the

damaged portion of the property. We therefore affirm the decision of the court of appeals

holding that Great Northwest must cover the cost of installing new sheathing to which

replacement shingles can be affixed in compliance with state code. We also affirm the

decision of the court of appeals affirming the grant of summary judgment to Great

Northwest on the question of overhead and profit, because Campbell has failed to


                                             15
demonstrate that overhead and profit were a required cost within the scope of the statute.

                                     CONCLUSION

       For the foregoing reasons, we affirm the decision of the court of appeals.

       Affirmed.



       GAÏTAS, J. took no part in the consideration or decision of this case.




                                            16