-46-
It is incontrovertible that decedent received the $100,000
from the JKH Trust. Thus, the issue before this Court is
whether, under State law, the trust's claim is an enforceable,
personal obligation of decedent that was contracted bona fide.
Under the law of the State of Georgia, whenever one person,
by contract or law, is liable and bound to pay another an amount
of money, certain or uncertain, the relation of debtor and
creditor exists between them. Ga. Ann. Code sec. 18-2-1 (1988).
To constitute a valid contract, there must be parties able to
contract, a consideration moving to the contract, the assent of
the parties to the terms of the contract, and a subject matter
upon which the contract can operate. Ga. Ann. Code sec. 13-3-1
(1982); Associated Muts. v. Pope Lumber Co., 37 S.E.2d 393, 396
(Ga. 1946). Until each party has assented to all the terms,
there is no binding contract. Ga. Ann. Code sec. 13-3-2 (1982).
The essence of mutual assent is the meeting of the minds of the
parties. Taylor Lumber Co. v. Clark Lumber Co., 127 S.E. 905,
906 (Ga. Ct. App. 1925). Both parties must concur in all terms
of the proposed contract, agreeing to the same thing in the same
sense. Associated Muts. v. Pope Lumber Co., supra at 398.
A transfer of money is a loan for Federal income tax
purposes if, at the time the funds were transferred, the
transferee unconditionally intended to repay the money, and the
transferor unconditionally intended to secure repayment. Haag v.
Commissioner, 88 T.C. 604, 616 (1987), affd. without published
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