When “Some, All, or None” Means Something Different: Ambiguity in Contractual Duties and Compensation

By: Jeffrey M. Haber

Contract interpretation principles require courts to give effect to the parties’ intent as expressed in the plain language of their agreement, while reading the contract as a whole and avoiding constructions that render provisions meaningless. Where contractual terms introduce discretion or conditional performance, such as provisions allowing one party to determine whether services will be requested, questions of ambiguity may arise concerning the scope of the parties’ obligations. In such circumstances, courts often consider whether the agreement reflects a performance-based bargain or a broader allocation of risk and responsibility. These principles are illustrated in Prosight Specialty Mgt. Co., Inc. v. Altruis Group, LLC, 2026 N.Y. Slip Op. 03131 (1st Dept. May 19, 2026), a case concerning the interpretation of a services agreement and whether its discretionary language limited the provider’s obligations or affected its entitlement to compensation.

Applicable Principles

When interpreting contracts, a court’s “function is to apply the meaning intended by the parties, as derived from the language of the contract in question.”[1] For this reason, a “written agreement that is complete, clear and unambiguous on its face must be enforced according to the plain meaning of its terms.”[2] 

 “When the parties have a dispute over the meaning, the court first asks if the contract contains any ambiguity, which is a legal matter for the court to decide.”[3] Whether there is an ambiguity “is determined by looking within the four corners of the document, not to outside sources.”[4] However, courts may “examine the entire contract and consider the relation of the parties and the circumstances under which it was executed” in determining whether an agreement is ambiguous.[5]

“A contract is unambiguous if, on its face, it is reasonably susceptible of only one meaning.”[6] “To the extent that any of [an] agreement’s terms may be ambiguous, indefinite or uncertain, it is well settled that extrinsic or parol evidence is admissible to determine their meaning.”[7] 

Moreover, “[c]ontracts must be read as a whole and all terms of a contract must be harmonized whenever reasonably possible.”[8] “An interpretation that gives effect to all the terms of an agreement is preferable to one that ignores terms or accords them an unreasonable interpretation.”[9] Thus, courts “must examine the parties’ obligations and intentions as manifested in the entire agreement and seek to afford the language an interpretation that is sensible, practical, fair and reasonable.”[10] The courts should not, however, “rewrite the plain contractual language in an effort to right some perceived inequity in the parties’ bargain.”[11]

Against the foregoing principles of contract interpretation, we examine Prosight Specialty Mgt. Co., Inc. v. Altruis Group, LLC.

Prosight Specialty Mgt. Co., Inc. v. Altruis Group, LLC

Prosight concerned a contract dispute between defendant, Altruis Group, LLC, and plaintiff, ProSight Specialty Insurance Company, Inc.; namely, whether defendant fulfilled its contractual obligations under a Niche Management Agreement (“NMA”) with plaintiff, and was entitled to commissions for services performed in 2021.[12]

The parties entered into the NMA on February 4, 2020. Pursuant to the NMA, defendant agreed to serve as a managing general agent and provide services supporting plaintiff’s captive insurance business, including soliciting business and performing specified “Minimum Services.” The NMA appointed defendant as plaintiff’s niche administrator and authorized representative to act on plaintiff’s behalf in performing such services. The agreement applied on a calendar-year basis and was set to expire on December 31, 2021.

On May 4, 2020, the parties executed an amendment to the NMA (“NMA Amendment”). Among other things, the amendment added a provision that, at plaintiff’s sole discretion, required defendant to perform “some, all or none” of the identified Minimum Services with respect to captive transactions. 

During 2020, defendant performed services requested by plaintiff, including sourcing captive business opportunities and supporting collateral management and reporting functions. In connection with defendant’s performance, plaintiff paid defendant commissions consistent with the terms of the NMA. 

In 2021, defendant continued to provide services in support of plaintiff’s captive program in response to requests from plaintiff. According to defendant, it performed all services requested of it, consistent with the NMA Amendment, which made the performance of Minimum Services contingent on plaintiff’s requests. Plaintiff, by contrast, contended that defendant failed to perform certain Minimum Services and did not develop the full range of capabilities contemplated by the agreement.

By September 2021, plaintiff decided to exit the captive insurance business, although defendant continued to perform services and engage in business development activities through the fourth quarter of 2021.

On November 15, 2021, plaintiff issued notice purporting to terminate the NMA for alleged material breach, asserting that defendant failed to provide certain Minimum Services required under the NMA Amendment.

Defendant disputed the alleged breach and termination, maintaining that it performed all services requested by plaintiff and that, under the NMA Amendment, it was not required to perform services that plaintiff did not request. Defendant further contended that plaintiff failed to comply with the NMA’s contractual termination provisions, including the requirement to provide notice and an opportunity to cure any alleged breach. Plaintiff maintained its position that defendant failed to satisfy its contractual obligations and that full commission payments were not owed.

Plaintiff moved for summary judgment on its breach of contract and declaratory judgment claims and on defendant’s counterclaim for breach of contract. The motion court denied plaintiff’s motion.

The Appellate Division, First Department, unanimously affirmed.

The First Department’s Decision

The Court held that the motion court correctly “found that the contractual language at issue was ambiguous” and, therefore, “properly considered extrinsic evidence to interpret its meaning.”[13] The Court explained that, while the first sentence of the relevant contractual provision both authorized and required defendant to perform “all” of the specified Minimum Services under the NMA and the NMA Amendment, the second sentence provided that, at plaintiffs’ sole discretion, defendant would perform “some, all, or none” of those services.[14] Read together, said the Court, those provisions created ambiguity as to which, if any, of the Minimum Services defendant was obligated to perform absent a specific request from plaintiffs.[15]

The Court also noted that “[d]eposition testimony and other evidence bolstered defendant’s interpretation that under the NMA Amendment, defendant was obligated to perform any of the delineated Minimum Services for a ‘captive insurance customer’ (Captive) when specifically requested to do so by plaintiffs, as plaintiffs were exploring and developing their Captive business.”[16] “Given the parties’ obligations and intentions,” concluded the Court, “defendant’s interpretation was ‘sensible, practical, fair, and reasonable.’”[17]

Takeaway

Prosight highlights three principal lessons regarding contract interpretation and the allocation of performance obligations. First, it underscores that ambiguity can arise even in seemingly straightforward contractual language when provisions conflict or introduce discretion. In Prosight, the juxtaposition of a clause requiring defendant to perform “all” Minimum Services with another permitting performance of “some, all, or none” of the Minimum Services created an internal inconsistency. When read as a whole, the agreement failed to clearly define defendant’s obligations, illustrating that ambiguity is not limited to vague terms but may emerge from competing obligations within the same provision.

Second, Prosight emphasizes that courts will consider extrinsic evidence once ambiguity is found and may adopt the interpretation that best reflects a practical and commercially reasonable understanding of the parties’ relationship. In Prosight, deposition testimony and course-of-performance evidence supported defendant’s position that its duties were contingent on plaintiff’s requests. The Court favored this interpretation because, among other reasons, it aligned with how the parties actually conducted themselves.

Third, Prosight demonstrates that discretionary performance provisions can affect entitlement to compensation, particularly where compensation is tied to the services performed. By making the performance of “Minimum Services” dependent on plaintiff’s election, the NMA and its amendment shifted control over both performance and payment. As a result, disputes over whether services were required, and whether they were adequately performed, raised factual issues that precluded summary judgment.

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Jeffrey M. Haber is a partner and co-founder of Freiberger Haber LLP.

This article is for informational purposes only and is not intended to be, and should not be, taken as legal advice.

Unless otherwise stated, Freiberger Haber LLP’s articles are based on recently decided published opinions or litigation releases and not on matters handled by the firm.

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[1] Duane Reade, Inc. v. Cardtronics, LP, 54 A.D.3d 137, 140 (1st Dept. 2008) (citation omitted).

[2] Id., quoting Greenfield v. Philles Records, 98 N.Y.2d 562, 569 (2002)).

[3] MPEG LA, LLC v. Samsung Elecs. Co., 166 A.D.3d 13, 17 (1st Dept. 2018), lv. denied, 32 N.Y.3d 912 (2018), citing Ashwood Capital, Inc. v. OTG Mgt., Inc., 99 A.D.3d 1, 7-8 (1st Dept. 2012).

[4] Id., 166 A.D.3d at 17, quoting Kass v. Kass, 91 N.Y.2d 554, 566 (1998). 

[5] Kass, 91 N.Y.2d at 566; see also W.W.W. Assoc. v. Giancontieri, 77 N.Y.2d 157, 162 (1990). 

[6] B.D. v. E.D., 218 A.D.3d 9, 14-15 (1st Dept. 2023) (citations omitted); see also Breed v. Insurance Co. of N. Am., 46 N.Y.2d 351, 355 (1978) (a contract is unambiguous if the language has “a definite and precise meaning, unattended by danger of misconception in the purport of the [agreement] itself, and concerning which there is no reasonable basis for a difference of opinion”); Broad St., LLC v. Gulf Ins. Co., 37 A.D.3d 126, 131 (1st Dept. 2006) (citations omitted)..

[7] Korff v. Corbett, 18 A.D.3d 248, 251 (1st Dept. 2005); see also W.W.W. Assoc., 77 N.Y.2d at 162.  

[8] Teliman Holding Corp. v. VCW Assoc., 211 A.D.3d 499, 500 (1st Dept. 2022).

[9] Perlbinder v. Bd. of Managers of 411 E. 53rd St. Condo., 65 A.D.3d 985, 986-987 (1st Dept. 2009).

[10] MPEG, 166 A.D.3d at 17 (citations omitted); see also Duane Reade, 54 A.D.3d at 140.

[11] B.D., 218 A.D.3d at 18, citing Greenfield, 98 N.Y.2d at 570 (“a court is not free to alter the contract to reflect its personal notions of fairness and equity”).

[12] The discussion of the facts of Prosight comes from the briefing on appeal.

[13] Slip Op. at *1, citing Nova Cas. Co. v. Peter Thomas Roth Labs, LLC, 178 A.D.3d 468, 468 (1st Dept. 2019).

[14] Id.

[15] Id. (“Taking both sentences together, it is unclear which—some, all, or none—of the Minimum Services defendant was to provide, unless specifically requested to do so by plaintiffs.”)

[16] Id.

[17] Id., citing MPEG, 166 A.D.3d at 17.