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not be given effect”). Williston cites both Am. Cyanamid and
Goldstein as the embodiment of Georgia precedent in support of
the quoted statement.
Petitioners attempt to discredit the effective date language
of the agreement, alleging that it is inconsistent with Dr.
Joffe’s and Ms. Moore’s actions during 1997-2000, which, they
argue, demonstrate an intent to transfer a 10-percent membership
interest in the LLC from Dr. Joffe to Ms. Moore no earlier than
July 2000. Under Georgia law, however: “Where the terms of a
written contract are clear and unambiguous, the court will look
to the contract alone to find the intention of the parties.”
Health Serv. Ctrs., Inc. v. Boddy, 359 S.E.2d 659, 661 (Ga.
1987).
(2) The Effective Date Provision Is Not a Prohibited
Backdating of the Assignment and Assumption
Agreement
We do not view the effective date provision as an attempt to
backdate the assignment and assumption agreement in order to
retroactively obtain an unwarranted tax benefit. Rather, we
consider its purpose to have been to reduce to writing a prior
oral understanding among the parties. As the cases petitioners
cite make clear, “backdating” generally involves an effort to
make it appear that the document in question was executed on a
date prior to its actual execution date; i.e., there is an effort
to mislead the reader. That is not true of the assignment and
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