6 N.Y.3d 51 (2005)
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When a contract is negotiated between sophisticated parties at arm’s length and is unambiguous, courts should refrain from adding terms not explicitly included in the agreement.
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Summary
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Duane Sales, Inc. sued the City of Utica seeking a declaration that it was entitled to 235 covered parking spaces under a 1979 contract. The contract provided for 235 unreserved and unallocated parking spaces but was silent on whether the spaces had to be covered. The New York Court of Appeals held that because the contract was unambiguous and negotiated between sophisticated parties, the court would not read in a requirement that the parking spaces be covered. The court reversed the Appellate Division’s order, granted the defendant’s motion for summary judgment, and declared that the plaintiff was not entitled to 235 “covered” parking spaces under the contract.
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Facts
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In 1979, Duane Sales, Inc. entered into a contract with the City of Utica regarding parking spaces. The contract stipulated that the City would provide Duane Sales with up to 235 unreserved and unallocated parking spaces. The contract did not specify the location of these spaces within the parking garage, nor did it state that the spaces had to be covered or on any specific floor. A dispute arose regarding whether Duane Sales was entitled to covered parking spaces. Duane Sales argued that the intent of the agreement was for the spaces to be covered.
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Procedural History
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Duane Sales, Inc. initiated a declaratory judgment action in Supreme Court. The Supreme Court ruled in favor of the City of Utica, finding the contract clear and unambiguous. The Appellate Division reversed. The City of Utica appealed to the New York Court of Appeals.
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Issue(s)
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Whether the court should read into the contract a requirement for “covered” parking spaces when the written agreement between sophisticated parties is silent on the matter.
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Holding
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No, because the contract was negotiated between sophisticated parties at arm’s length and is unambiguous, a court should not read additional requirements into the contract that are not explicitly stated.
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Court’s Reasoning
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The Court of Appeals emphasized that the 1979 contract clearly and unambiguously stated that the City of Utica would provide Duane Sales with up to 235 unreserved and unallocated parking spaces. The absence of any language specifying that these spaces must be