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essential terms of the 1981 Agreement were supplanted, while
others were ignored, supports the inference that only those terms
addressed were meant to be changed. Third, the 1981 Agreement
expressly stated that it superseded earlier agreements. As it is
apparent from the title, structure, and language of the two
agreements that decedent drew upon the 1981 Agreement in drafting
the 1996 Agreement, the absence of such an express revocation in
the latter agreement suggests that decedent did not intend to
supplant the 1981 Agreement in its entirety. Finally, decedent
was not an attorney and did not consult one when he drafted the
1996 Agreement. In these circumstances, we are persuaded that a
layman in decedent’s circumstances would more likely assume that
entering into an agreement inconsistent with one section of an
earlier agreement would result in a modification, and not a
termination, of the earlier agreement.
Respondent further argues that because the 1996 Agreement
“eclipsed the terms” of the 1981 Agreement, it necessarily
extinguished the 1981 Agreement, regardless of decedent’s intent.
We disagree. Under Georgia law, a prior agreement will be
extinguished where a later inconsistent agreement completely
covers the subject matter of the prior agreement. Id. The 1996
Agreement did not cover several matters covered in the 1981
Agreement, most notably the restrictions on the lifetime transfer
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