Opinion
48 SSM 32.
Decided January 10, 2006.
APPEAL from an order of the Appellate Division of the Supreme Court in the Fourth Judicial Department, entered July 1, 2005. The Appellate Division, with two Justices dissenting, (1) reversed, on the law, a judgment of the Supreme Court, Oneida County (Anthony F. Shaheen, J.), which, in a declaratory judgment action, insofar as appealed from, had granted a motion by defendants City of Utica and Utica Parking Authority for summary judgment dismissing the complaint and denied plaintiff's cross motion for summary judgment, (2) denied defendants' motion, reinstated the complaint and granted plaintiff's cross motion, and (3) declared that plaintiff was entitled under the parties' agreement to 235 covered parking spaces.
200 Genesee St. Corp. v. City of Utica, 20 AD3d 889, reversed.
Linda Sullivan Fatata, Corporation Counsel, Utica ( William M. Borrill of counsel), for appellants.
Saunders, Kahler, Amoroso Locke, L.L.P., Utica ( Gregory J. Amoroso of counsel), for respondent.
Chief Judge KAYE and Judges G.B. SMITH, CIPARICK, ROSENBLATT, GRAFFEO and R.S. SMITH concur in memorandum; Judge READ taking no part.
OPINION OF THE COURT
MEMORANDUM.
The order of the Appellate Division should be reversed, with costs, defendants' motion for summary judgment granted, and judgment granted declaring that plaintiff is not entitled to 235 "covered" parking spaces under its 1979 contract with the City of Utica.
We agree with Supreme Court that the 1979 contract clearly and unambiguously provides that defendant agreed to provide plaintiff with up to 235 unreserved and unallocated parking spaces. The contract is silent on the location of those spaces and the number of floors in the parking garage. Inasmuch as the contract was negotiated between sophisticated business people negotiating at arm's length, Supreme Court appropriately refrained from reading language into the contract that the parties agreed the City would provide plaintiff with 235 "covered" parking spaces ( see Vermont Teddy Bear Co. v. 538 Madison Realty Co., 1 NY3d 470, 475). Because this is a declaratory judgment action, Supreme Court should have declared the rights of the parties rather than simply dismissing the complaint ( see Lanza v. Wagner, 11 NY2d 317, 340, appeal dismissed 371 US 74, cert denied 371 US 901).
On review of submissions pursuant to section 500.11 of the Rules of the Court of Appeals ( 22 NYCRR 500.11), order reversed, etc.