City of Utica vs. 200 Genesee St. Corp., No. 48 SSM 32 (N.Y. 2006)
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This memorandum is uncorrected and subject to revision before publication in the New York Reports.
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4 No. 48 SSM 32
200 Genesee St. Corp., Respondent, v. City of Utica et al., Appellants, et al., Defendants.
Submitted by William M. Borrill, for appellants.
Submitted by Gregory J. Amoroso, for respondent.
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 arms 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 [2004]). 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 [1962], appeal dismissed 371 US 741, cert denied 372 US 901).
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On review of submissions pursuant to section 500.11 of the Rules, order 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, in a memorandum. Chief Judge Kaye and Judges G.B. Smith, Ciparick, Rosenblatt, Graffeo and R.S. Smith concur. Judge Read took no part.
Decided January 10, 2006
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