Nw. Nat'l Ins. v. Esmark, Inc., 672 A.2d 41 (Del. 1996). · Go Syfert
Nw. Nat'l Ins. v. Esmark, Inc., 672 A.2d 41 (Del. 1996). Cases Citing This Book View Copy Cite
153 citation events (142 in the last 25 years) across 23 distinct courts.
Strongest positive: Greenstar IH Rep, LLC and Gary Segal v. Tutor Perini Corporation (delch, 2019-12-04)
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Top citers, strongest first. 50 distinct citers. How cited ↗
discussed Cited as authority (verbatim quote) Greenstar IH Rep, LLC and Gary Segal v. Tutor Perini Corporation
Del. Ch. · 2019 · quote attribution · 1 verbatim quote · confidence high
although the parties disagree as to the proper interpretation of the contract, their disagreement does not create an ambiguity.
discussed Cited as authority (verbatim quote) In Re Verizon Insurance Coverage Appeals
Del. · 2019 · quote attribution · 1 verbatim quote · confidence high
courts consider extrinsic evidence to interpret the agreement only if there is an ambiguity in the contract.
discussed Cited as authority (verbatim quote) ITG Brands, Inc. v. Reynolds American, Inc.
Del. Ch. · 2017 · quote attribution · 1 verbatim quote · confidence high
contracts must be construed as a whole, to give effect to the intentions of the parties.
discussed Cited as authority (verbatim quote) Chicago Bridge & Iron Company N v. v. Westinghouse Electric Company and WSW Acquisition Co.
Del. · 2017 · quote attribution · 1 verbatim quote · confidence high
although the parties disagree as to the proper interpretation of the contract, their disagreement does not create an ambiguity.
discussed Cited as authority (verbatim quote) Chicago Bridge & Iron Company N v. v. Westinghouse Electric Company and WSW Acquisition Co.
Del. · 2017 · quote attribution · 1 verbatim quote · confidence high
although the parties disagree as to the proper interpretation of the contract, their disagreement does not create an ambiguity.
examined Cited as authority (verbatim quote) Laborers' District Council Construction Industry Pension Fund v. Robert Bensoussan
Del. Ch. · 2016 · quote attribution · 1 verbatim quote · confidence high
where the contract language is clear and unambiguous, the parties' intent is ascertained by giving the language its ordinary and usual meaning. . . . courts consider extrinsic evidence to interpret the agreement only if there is an ambiguity in the contract.
discussed Cited as authority (verbatim quote) Alliant Techsystems, Inc. v. MidOcean Bushnell Holdings, LP
Del. Ch. · 2015 · quote attribution · 1 verbatim quote · confidence high
contracts must be construed as a whole, to give effect to the intention of the parties.
discussed Cited as authority (verbatim quote) Alliant Techsystems, Inc. v. MidOcean Bushnell Holdings, LP
Del. Ch. · 2015 · quote attribution · 1 verbatim quote · confidence high
contracts must be construed as a whole, to give effect to the intention of the parties.
discussed Cited as authority (verbatim quote) Guidance Endodontics, LLC v. Dentsply International, Inc. (2×) also: Cited as authority (rule)
D.N.M. · 2010 · quote attribution · 1 verbatim quote · confidence high
courts consider extrinsic evidence to interpret the agreement only if there is an ambiguity in the contract.
cited Cited as authority (rule) Jackson Lehr v. Aspen Power Partners LLC
Del. Ch. · 2026 · confidence medium
Nat’l Ins. v. Esmark, Inc., 672 A.2d 41, 43 (Del. 1996); Osborn ex rel.
discussed Cited as authority (rule) Del Laws, LLC. v. Scottsdale Indemnity Company
Del. Super. Ct. · 2025 · confidence medium
Co. v. Esmark, Inc., 672 A.2d 41, 43 (Del. 1996)). 8 reasonably are susceptible to different interpretations or may have two or more different meanings.”45 When reviewing an insurance contract for potential ambiguity, the Court must review the entirety of the contract and not just the particular challenged provisions.46 The court reviews an insurance contract with the goal of giving effect to each term of the agreement.47 Where the language and terms of an insurance contract are clear and unequivocal, “the parties are bound by their plain meaning.”48 The Court should not create ambiguity…
cited Cited as authority (rule) Christiansen v. Multi-Color Corporation
D. Del. · 2024 · confidence medium
Co. v. Esmark, Inc., 672 A.2d 41, 43 (Del. 1996)).
discussed Cited as authority (rule) BitGo Holdings, Inc. v. Galaxy Digital Holdings Ltd.
Del. · 2024 · confidence medium
Co. v. Esmark, Inc., 672 A.2d 41, 44 (Del. 1996) (declining to decide an issue that the trial court did not rule upon in the first instance); Vanderbilt, 691 A.2d at 614 n.2 (same). 122 BitGo, 2023 WL 3948788 (Del.
discussed Cited as authority (rule) Catalyst Advisors Investors Global Inc. v. Catalyst Advisors, L.P.
Del. Super. Ct. · 2024 · confidence medium
Co. v. Esmark, Inc., 672 A.2d 41, 44 (Del. 1996) (using AMERICAN HERITAGE DICTIONARY (1969) to define “under” as “within the group or classification of” without further comment); Hibbert v. Hollywood Park, Inc., 457 A.2d 339 , 343 n.3 (Del. 1983) (using Webster's New International Dictionary (2d ed. unabr.1951) to define “party” without further comment); The Cove on Herring Creek Homeowners' Ass'n v. Riggs, 2005 WL 1252399 , at *2 (Del.
discussed Cited as authority (rule) Bailey v. Tektronix, Inc.
D. Del. · 2024 · confidence medium
Co. v. Esmark, Inc., 672 A.2d 41, 43 (Del. 1996). “[A] contract is ambiguous only when the provisions in controversy are reasonably or fairly susceptible of different interpretations or may have two or more different meanings.” RhonePoulenc, 616 A.2d at 1196 .
cited Cited as authority (rule) ET Aggregator, LLC v. PFJE AssetCo Holdings LLC
Del. Super. Ct. · 2023 · confidence medium
Ins. v. Esmark, Inc., 672 A.2d 41, 43 (Del. 1996).
discussed Cited as authority (rule) Dover Mall, LLC v. Tang
Del. Super. Ct. · 2023 · confidence medium
Co. v. Esmark, Inc., 672 A.2d 41, 43 (Del. 1996)). 6 may have two or more different meanings . [Furthermore, t]he true test is not what the parties to the contract intended it to mean, but what a reasonable person in the position of the parties would have thought it meant.”28 Mr. Tang does not dispute his failure to pay rent; rather, he presents two affirmative defenses that he contends excused his duty to pay.29 First, he contends that Dover Mall’s voluntary closure, four days before the first executive order, excused his duty to pay.
cited Cited as authority (rule) Jordan v. Mirra
D. Del. · 2022 · confidence medium
Co. v. Esmark, Inc., 672 A.2d 41, 43 (Del. 1996).
cited Cited as authority (rule) Apple Inc. v. Wi-Lan Inc.
Fed. Cir. · 2022 · confidence medium
Co. v. Esmark, Inc., 672 A.2d 41, 43 (Del. 1996).
cited Cited as authority (rule) Apple Inc. v. Wi-Lan Inc.
Fed. Cir. · 2022 · confidence medium
Co. v. Esmark, Inc., 672 A.2d 41, 43 (Del. 1996).
cited Cited as authority (rule) Lennox Industries Inc. v. Alliance Compressors LLC
Del. Super. Ct. · 2021 · confidence medium
Co. v. Esmark, Inc., 672 A.2d 41, 43 (Del. 1996)). 54 Id.; E.I. du Pont de Nemours & Co. v. Admiral Ins.
cited Cited as authority (rule) Iron Branch Associates, LP v. The Hartford Fire Insurance Company
D. Del. · 2021 · confidence medium
Co. v. Esmark, Inc., 672 A.2d 41, 43 (Del. 1996)). “4 Osborn ex rel.
cited Cited as authority (rule) Pennsylvania National Mutual Casualty Insurance Company v. Zonko Builders, Inc.
D. Del. · 2021 · confidence medium
Co. v. Esmark, Inc., 672 A.2d 41, 43 (Del.1996); GB Bioscis.
discussed Cited as authority (rule) SunEdison, Inc., - Adversary Proceeding
Bankr. S.D.N.Y. · 2021 · confidence medium
Co. v. Esmark, Inc., 672 A.2d 41, 44 (Del. 1996) (applying a definition from the American Heritage Dictionary); The Cove on Herring Creek Homeowners' Ass'n v. Riggs, No. Civ.A 02024–S, 2005 WL 1252399 at *1 n.10 (Del.
discussed Cited as authority (rule) John Campanelli and Mary Campanelli v. The Coffee Run Condominium Council and The Coffee Run Condominium Council Inc.
Del. Ch. · 2021 · confidence medium
Co. v. Esmark, Inc., 672 A.2d 41, 43 (Del. 1996) (citing E.I. duPont de Nemours and Co., Inc. v. Shell Oil.
cited Cited as authority (rule) MACREGEN, INC. v. BURNETTE
M.D.N.C. · 2021 · confidence medium
Co. v. Esmark, Inc., 672 A.2d 41, 43 (Del. 1996).
cited Cited as authority (rule) Geronimo Music, LLC v. Copsidas, Jr.
Del. Super. Ct. · 2021 · confidence medium
Co. v. Esmark, Inc., 672 A.2d 41, 43 (Del. 1996). 17 Id. 18 Rhone-Poulenc Basic Chemicals Co. v. American Motorists Ins.
cited Cited as authority (rule) Valley Joist BD Holdings, LLC v. EBSCO Industries, Inc.
Del. Super. Ct. · 2021 · confidence medium
Co. v. Esmark, Inc., 672 A.2d 41, 43 (Del. 1996). 29 Id. 30 Eagle Industries, Inc. v. DeVilbiss Health Care, Inc., 702 A.2d 1228, 1232 (Del. 1997). 31 W.
cited Cited as authority (rule) RSUI Indemnity Co. v. Murdock
Del. · 2021 · confidence medium
Co. v. Esmark, Inc., 672 A.2d 41, 43 (Del. 1996)). 90 O’Brien v. Progressive N. Ins.
cited Cited as authority (rule) Todd Moscowitz v. Theory Entertainment LLC
Del. Ch. · 2020 · confidence medium
Co. v. Esmark, Inc., 672 A.2d 41, 43 (Del. 1996) (citations omitted). 75 Twin City Fire Ins.
cited Cited as authority (rule) MarkDutchCo 1 B.V. v. Zeta Interactive Corp.
D. Del. · 2020 · confidence medium
Co. v. Esmark, Inc., 672 A.2d 41, 43 (Del. 1996) (citations omitted).
cited Cited as authority (rule) DG BF, LLC v. Michael Ray
Del. Ch. · 2020 · confidence medium
Co. v. Esmark, Inc., 672 A.2d 41, 43 (Del. 1996) (citations omitted).
discussed Cited as authority (rule) SonicWall, Inc. v. SYNNEX Corporation (2×)
Del. Super. Ct. · 2020 · confidence medium
Wolfe, Jr. and Michael A. Pittenger, CORPORATE AND COMMERCIAL PRACTICE IN THE DELAWARE COURT OF CHANCERY, SECOND EDITION, § 5.05[a] at 5-83 (2018) (stating that “the trend in Delaware courts is to give effect to the terms of private agreements to resolve disputes in a designation judicial forum out of respect for the parties’ contractual designation.”) (citations omitted). 6 Lorillard Tobacco Co. v. American Legacy Foundation, 903 A.2d 728, 739 (Del. 2006) (citing Northwestern National Insurance Co. v. Esmark, Inc., 672 A.2d 41, 43 (Del. 1993)). 5 words where no special meaning is inten…
cited Cited as authority (rule) Midcap Funding X Trust v. Graebel Companies, Inc.
Del. Ch. · 2020 · confidence medium
Co. v. Esmark, Inc., 672 A.2d 41, 43 (Del. 1996) (citations omitted). 71 Twin City Fire Ins.
cited Cited as authority (rule) B&C Holdings Inc. v. Temperatsure Holdings, LLC
Del. Super. Ct. · 2020 · confidence medium
Esmark, Inc., 672 A.2d 41, 43 (Del. 1996). ” Sunline Com.
cited Cited as authority (rule) Maverick Therapeutics, Inc. v. Millennium Pharmaceuticals, Inc.
Del. Ch. · 2020 · confidence medium
Co. v. Esmark, Inc., 672 A.2d 41, 44 (Del. 1996))). 286 Supermex Trading Co., Ltd. v. Strategic Sols.
discussed Cited as authority (rule) Kirkendoll v. Entertainment Acquisitions, L.L.C.
E.D. La. · 2020 · confidence medium
Co. v. Esmark, Inc., 672 A.2d 41, 43 (Del. 1996) (citing E.I. duPont de Nemours and Co., Inc. v. Shell Oil Co., 498 A.2d 1108, 1113 (De. 1985)). 64 R.
discussed Cited as authority (rule) Robert O. Carr v. Global Payments Inc.
Del. Ch. · 2019 · confidence medium
Co. v. Esmark, Inc., 672 A.2d 41, 44 (Del. 1996))). 12 care, concern or duty. 48 In other words, the Defendants are bound to provide advancement for claims that relate to some attribute or duty of Carr’s service as a director or CEO. 49 This language is broad, but not unbounded.
discussed Cited as authority (rule) Bradley E. Julius v. Accurus Aerospace Corporation (2×)
Del. Ch. · 2019 · confidence medium
Co. v. Esmark, Inc., 672 A.2d 41, 43 (Del. 1996) (citations omitted). 122 GRT, Inc., 2012 WL 2356489 , at *4. 25 as opposed to one that creates an inconsistency or surplusage.”123 “Contract terms themselves will be controlling when they establish the parties’ common meaning so that a reasonable person in the position of either party would have no expectations inconsistent with the contract language.”124 Contracting parties allocate risk through representations and warranties.125 Delaware courts “respect the ability of sophisticated businesses . . . to make their own judgments about t…
discussed Cited as authority (rule) EMSI Acquisition v. RSUI Indemnity Company
3rd Cir. · 2019 · confidence medium
Co. v. Esmark, Inc., 672 A.2d 41, 43 (Del. 1996)). 5 meaning. 13 A contact is unambiguous when “the court can determine the meaning of a contract ‘without any other guide than a knowledge of the simple facts on which, from the nature of language in general, its meaning depends.’” 14 Delaware law resolves ambiguity in insurance contracts in favor of coverage. 15 Contract provisions are ambiguous when they are “reasonably or fairly susceptible to different interpretations or may have two or more different meanings.” 16 RSUI contends that, because Acquisition owns 100% of EMSI’s sha…
discussed Cited as authority (rule) Marina View Condominium Association of Unit Owners v. Rehoboth Marina Ventures, LLC (2×)
Del. Ch. · 2019 · confidence medium
Co. v. Esmark, Inc., 672 A.2d 41, 43 (Del. 1996). 33 Osborn ex rel.
discussed Cited as authority (rule) Great Hill Equity Partners IV, LP v. SIG Growth Equity Fund I, LLLP
Del. Ch. · 2018 · confidence medium
Co. v. Esmark, Inc., 672 A.2d 41, 43 (Del. 1996); E.I. du Pont de Nemours and Co., Inc. v. Shell Oil Co., 498 A.2d 1108, 1113 (Del. 1985). 146 In Article 10, the parties agreed to a carefully thought-out liability scheme on the part of the ETHs.
discussed Cited as authority (rule) Chicago Bridge & Iron Company N v. v. Westinghouse Electric Company and WSW Acquisition Co.
Del. · 2017 · confidence medium
Co. v. Esmark, Inc., 672 A.2d 41, 43 (Del. 1996) (‘‘Although the parties disagree as to the proper interpretation of the contract, their disagreement does not create an ambiguity.”). 61 ."[Delaware] courts interpreting a contract 'will give priority to the parties’ intentions as reflected in the four corners of the agreement, construing the agreement as a whole and giving effect to all its provisions.' ” In re Viking Pump, Inc., 148 A.3d 633, 648 (Del. 2016) (quoting Salamone v. Gorman, 106 A.3d 354, 368 (Del. 2014)); see also Kuhn Const., Inc. v. Diamond State Port Corp., 990 A.2d 3…
discussed Cited as authority (rule) Mrs. Fields Brand, Inc. v. Interbake Foods, LLC
Del. Ch. · 2017 · confidence medium
Co. v. Esmark, Inc., 672 A.2d 41, 43 (Del. 1996). 219 Salamone v. Gorman, 106 A.3d 354, 372 (Del. 2014). 220 See I.C., supra. 52 Fields added the first version of Section 15(c)(iii), which referred to a $25 million minimum sales threshold.221 Monette of Interbake thereafter asked Courtney of Mrs. Fields to “reduce it to 20 million,” which Mrs. Fields agreed to do.222 It would make no sense for Interbake to ask that the threshold be reduced if, as Interbake now contends, the provision was intended as downside protection for its benefit.
cited Cited as authority (rule) FriendFinder Networks Inc. v. Penthouse Global Media, Inc.
Del. Ch. · 2017 · confidence medium
Co. v. Esmark, Inc., 672 A.2d 41, 43 (Del. 1996); Seidensticker v. Gasparilla Inn, Inc., 2007 WL 4054473 , at *2 (Del.
discussed Cited as authority (rule) Delaware Technical and Community College v. State of Delaware Human Relations Commission
Del. Super. Ct. · 2017 · confidence medium
Co. v. Esmark, Inc., 672 A.2d 41, 44 (Del. 1996) (considering the common and ordinary meaning of the term “under”); Moore v. Chrysler Corp., 233 A.2d 53, 55 (Del. 1967) (“Words in statutes must be given their common and ordinary meanings.”); State v. Virdin, 1999 WL 743988 , at *3 (Del.
cited Cited as authority (rule) EMSI Acquisition, Inc. v. Contrarian Funds, LLC
Del. Ch. · 2017 · confidence medium
Co. v. Esmark, Inc., 672 A.2d 41, 44 (Del. 1996).
discussed Cited as authority (rule) James v. United Medical LLC
Del. Super. Ct. · 2017 · confidence medium
Co. v. Esmark, Inc., 672 A.2d 41, 43 (Del. 1996)). 11 unambiguous, it must be accorded its plain meaning.41 Ambiguity exists “when the provisions in controversy are reasonably or fairly susceptible of different interpretations.”42 A contract is not ambiguous merely because the parties disagree about its proper construction.43 Extrinsic evidence “may not be used to interpret the intent of the parties, to vary the terms of the contract[,] or to create an ambiguity,” if a contract is unambiguous.44 On a motion to dismiss, “a trial court cannot choose between two differing reasonable int…
discussed Cited as authority (rule) Duncan v. STTCPL, LLC
Del. Super. Ct. · 2017 · confidence medium
Co. v. Esmark, Inc., 672 A.2d 41, 43 (Del. 1996). 12 Council of Dorset Condo Apartments v. Gordon, 801 A.2d 1, 7 (Del. 2002). 9 balance of the document, conceivably reserves Mr. Duncan’s right to seek indemnification for new contamination.
cited Cited as authority (rule) Khan v. Delaware State University
Del. Super. Ct. · 2017 · confidence medium
Co. v. Esmark, Inc., 672 A.2d 41, 43 (Del. 1996)). 21 GMG Capital Invs. v. Athenian Venture P’rs I, L.P., 36 A.3d 776, 779 (Del. 2012) (citing E.I. du Pont de Nemours & Co., 498 A.2d at 1113 ).
Retrieving the full opinion text from the archive…
NORTHWESTERN NATIONAL INSURANCE COMPANY, a Wisconsin Corporation, Plaintiff Below-Appellant,
v.
ESMARK, INC., a Delaware Corporation, Beatrice Companies, Inc., a Delaware Corporation, Playtex, Inc., a Delaware Corporation, Playtex FP, Inc., a Delaware Corporation, International Playtex, Inc., a Dissolved Delaware Corporation, Defendants Below-Appellees
146, 1995.
Supreme Court of Delaware.
Feb 14, 1996.
672 A.2d 41
1996 WL 65823
Stephen P. Casarino, Kenneth M. Doss of Casarino, Christman & Shalk, Wilmington (H. Wesley Sunu (argued), of Tribler & Or-pett, P.C., Chicago, Illinois, of counsel), for Appellant., Donald E. Reid, Andrea L. Rocanelli of Morris, Nichols, Arsht & Tunnell, Wilmington (William J. McSherry, Jr. (argued), Stewart Klein, of Battle Fowler LLP, New York City, of counsel), for Appellees.
Holland, Hartnett, Berger.
Cited by 98 opinions  |  Published
[*42] BERGER, Justice:

This is an appeal from a decision by the Superior Court denying indemnification under a hold harmless agreement between an insurance company and its insured. Appellant, Northwestern National Insurance Company (“Northwestern”), issued primary liability insurance policies to appellee, Esmark, Inc. (“Esmark”), in connection with Esmark’s multi-layered insurance program covering its subsidiary, Playtex, Inc., and related companies (collectively “Playtex”). A dispute arose between Playtex and one of the excess insurance carriers over the meaning of the deductible endorsement in Playtex’s policies. In the ensuing lawsuits, Northwestern was named as a defendant because of its role as the primary liability carrier. Those lawsuits now have been resolved, and Northwestern filed this action to recover attorneys’ fees and expenses incurred in the prior litigations. The Superior Court decided, as a matter of law, that the relevant contract language precluded Northwestern’s claim. We disagree and remand for determination of the remaining issues presented by the cross motions for summary judgment.

I.

Esmark’s insurance program was designed, among other things, to provide liability coverage for Playtex in connection with Toxic Shock Syndrome (“TSS”) claims. Northwestern issued a primary liability policy, insuring Playtex, which had limits of $1 million per occurrence and $7 million aggregate. Mission National Insurance Company (“Mission”) issued an umbrella policy providing $5 million of coverage above the Northwestern limits. Columbia Casualty Company (“Columbia”) issued a policy for the next $10 million of coverage and other insurance companies issued additional levels of excess liability coverage.

All of the excess liability carriers assumed the risk of loss at the stipulated levels. Northwestern, by contrast, issued its primary liability policy as part of a fronting arrangement whereby Playtex effectively self-insured the first $7 million of its potential TSS losses. The fronting arrangement was effectuated through a deductible endorsement to the policy and a separate hold harmless agreement. The deductible endorsement provides that $1 million shall be deducted from any loss reported under the policy. Given the fact that the per occurrence policy limit is $1 million, the deductible endorsement negates Northwestern’s obligation to pay any claims. In addition, the Hold Harmless Agreement provides:

In consideration of [Northwestern] issuing policies or other evidence of an assurance, as per the attached Schedule A, Es-mark, Inc. hereby agrees that no loss will be reported under any of the scheduled policies or other evidence of insurance or any replacements or renewals thereof. If a loss should be reported, Esmark, Inc. agrees to indemnify and reimburse Northwestern for any and all losses and/or expenses paid on account of such loss except for any and all losses that may occur as a result of any negligent or willful and wanton act of commission or omission of Northwestern.
It is further agreed that Esmark, Inc. will indemnify Northwestern for any and all losses and/or expenses that may occur, under these scheduled policies or other evidence of insurance, as a result of a suit or other action brought directly against Northwestern except for any and all losses that may occur as a result of any negligent or willful and wanton act of commission or omission of Northwestern. Appellant’s Appendix, A-3.

The underlying coverage dispute grew out of TSS claims for the 1984 policy year. Consistent with the fronting arrangement, Playtex did not report any losses to Northwestern, and Mission, the lead excess liability carrier, accepted the TSS claims above Playtex’s $1 million deductible. In April, 1987, when it appeared that Mission’s $5 million of coverage would be exhausted, Playtex gave notice of possible claims to its other excess liability carriers. Columbia, one of those carriers, took the position that the deductible endorsement in Playtex’s policy with Northwestern required Playtex to pay the $1 million deductible for every claim, without aggregation.

[*43] Columbia filed suit against Playtex and others seeking a declaratory judgment supporting its interpretation of the deductible endorsement and other relief. The action was filed in Illinois state court and named Northwestern as a defendant. Playtex removed the Illinois action to the United States District Court for the Northern District of Illinois, Eastern Division, and filed a reciprocal action against Columbia and other excess liability carriers in Delaware. Again, Northwestern was named as a defendant. The Illinois action was stayed in favor of the Delaware action and the dispute over the deductible endorsement was decided by the Superior Court, after trial. See Playtex FP, Inc. v. Columbia Casualty Co., Del.Super., 609 A.2d 1087 (1991).

Shortly after Northwestern was named as a defendant in the coverage litigations, it filed the present action for reimbursement of expenses and attorneys’ fees. Northwestern’s suit was stayed pending resolution of the coverage claims. When the stay was lifted, the parties filed cross motions for summary judgment, relying upon the factual record created in the coverage trial. The Superior Court held that the language of the Hold Harmless Agreement is not ambiguous and that the applicable paragraph provides indemnification only if the action against Northwestern arises from a risk insured under the primary liability policies. Since the coverage litigations involved a dispute over the meaning of a policy provision, not an insured risk, the Superior Court concluded that Northwestern is not entitled to indemnification.

II.

A decision granting summary judgment is subject to de novo review. Hudson Farms, Inc. v. McGrellis, Del.Supr., 620 A.2d 215, 217 (1993). Where, as here, the issue on appeal is a matter of law, we must decide whether the Superior Court correctly formulated and applied legal precepts. Gilbert v. El Paso Co., Del.Supr., 575 A.2d 1131, 1142 (1990). The principles governing contract interpretation are well settled. Contracts must be construed as a whole, to give effect to the intentions of the parties. E.I. duPont de Nemours and Co., Inc. v. Shell Oil Co., Del.Supr., 498 A.2d 1108, 1113 (1985). Where the contract language is clear and unambiguous, the parties’ intent is ascertained by giving the language its ordinary and usual meaning. Rhone-Poulenc Basic Chemicals Co. v. American Motorists Ins. Co., Del.Supr., 616 A.2d 1192, 1195 (1992). Courts consider extrinsic evidence to interpret the agreement only if there is an ambiguity in the contract. Pellaton v. Bank of New York, Del.Supr., 592 A.2d 473, 478 (1991).

Thus, the first issue we must decide is whether the Hold Harmless Agreement is ambiguous. Although the parties disagree as to the proper interpretation of the contract, their disagreement does not create an ambiguity. “Rather, a contract is ambiguous only when the provisions in controversy are reasonably or fairly susceptible of different interpretations or may have two or more different meanings.” Rhone-Poulenc, 616 A.2d at 1196. Both parties argue that the Hold Harmless Agreement is clear and unambiguous. We agree. The language is clear and, when interpreted as written, it entitles Northwestern to seek indemnification on the facts presented.

The Hold Harmless Agreement consists of two paragraphs. The first paragraph provides, in relevant part, that, “no loss will be reported under any of the scheduled poli-cies_” However, if a loss is reported, Esmark will indemnify Northwestern “for any and all losses and/or expenses paid on account of such loss_” The parties agree that this paragraph provides indemnification with respect to reported losses. They also agree that it is not applicable, as no loss was reported.

The second paragraph of the Hold Harmless Agreement provides, in relevant part, that Esmark will indemnify Northwestern “for any and all losses and/or expenses that may occur, under these scheduled policies ..., as a result of a suit or other action brought directly against Northwestern....” There is no question but that Northwestern incurred expenses as a result of a suit or other action brought against Northwestern.[*44] The only issue is whether those expenses occurred “under [the] scheduled policies.”

Esmark argues that the Hold Harmless Agreement only protects Northwestern from the risks insured in its primary liability policies. The first paragraph accomplishes this result by providing indemnification if a loss is reported. The second paragraph provides the same protection if a third party TSS claimant files suit against Northwestern. In short, Esmark reads “under these scheduled policies” to mean insured risks under the scheduled policies.

Relying on this analysis, Esmark argues that Northwestern is not entitled to indemnification for expenses incurred in connection with the coverage litigations. Esmark points out that Northwestern faced no risk of loss in those actions. The only issue was whether the deductible endorsement obligated Es-mark to pay additional amounts before seeking recovery from the excess liability carriers, and none of the parties to the coverage litigations sought monetary damages from Northwestern. Indeed, Esmark speculates that Northwestern’s only interest in the coverage litigations was its concern about how a judicial interpretation of the deductible endorsement would impact other Northwestern policies. These circumstances, according to Esmark, support its construction of the Hold Harmless Agreement and its conclusion that Northwestern is not entitled to indemnification.

We find Esmark’s interpretation to be untenable, because it adds a limitation not found in the contract language. The common and ordinary meaning of the word “under,” as used in the Hold Harmless Agreement, is “within the group or classification of.” American Heritage Dictionary 1395 (1969). The phrase “under these scheduled policies” identifies the group of policies included in the indemnification obligation. The Hold Harmless Agreement contains no express limitation on the nature of the substantive claim that may be brought against Northwestern. The only requirement is that the claim be one that is within the group of policies identified in Schedule A.

Here, Northwestern was named as a defendant in two lawsuits arising out of the scheduled policies. That fact is sufficient to trigger the provisions of paragraph two of the Hold Harmless Agreement. No limitations may be read into the clear language of the contract. Thus, it matters not that Northwestern faced no risk of loss or that it may have been a nominal defendant. Northwestern was named as a defendant in its capacity as the primary liability carrier and its claim for reimbursement of attorneys’ fees and expenses is covered by the Hold Harmless Agreement.

By this holding, we do not suggest that Northwestern is entitled to the entry of judgment in its favor. The Superior Court did not decide the choice of law issue raised by Esmark. If the Superior Court determines that the Hold Harmless Agreement is governed by Illinois law, rather than Delaware law, Esmark contends that Northwestern’s claim for reimbursement of attorneys’ fees will be eliminated. We decline to address this issue in the first instance.

Based upon the foregoing, the decision of the Superior Court is REVERSED and the action is REMANDED for further proceedings in accordance with this opinion.