Estate of George C. Blount, Deceased, Fred B. Aftergut, Executor - Page 32

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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          expressly stated that it superseded earlier agreements.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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