Decided January 10, 2006

200 Genesee St. Corp. v City of Utica, 20 AD3d 889, reversed.

APPEARANCES OF COUNSEL

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.

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 [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 74, cert denied 371 US 901 [1963]).

Chief Judge Kaye and Judges G.B. Smith, Ciparick, Rosenblatt, Graffeo and R.S. Smith concur in memorandum; Judge Read taking no part.

On review of submissions pursuant to section 500.11 of the Rules of the Court of Appeals (22 NYCRR 500.11), order reversed, etc.