Under Georgia law, "[l]iens for any ad valorem taxes shall cover the property of taxpayers liable to tax from the time fixed by law for valuation of the property in each year until such taxes are paid." O.C.G.A. § 48-2-56(d)(1); see also Denise v. Paxon, 261 Ga. 846 (1992) ("ad valorem taxes are a lien on the property from the time of assessment") (citing Decatur County B. & L. Assoc. v. Thigpen, 173 Ga. 363(2), 160 S.E. 387 (1931)). There is no dispute in this case that the property was valued and the taxes were assessed, due, and owing as of the petition date.
(The Georgia Supreme Court subsequently determined that federal income tax liens were not liens giving rise to a default under the second deed to secure debt. Denise v. Paxson, 261 Ga. 846 ( 413 S.E.2d 433).) Paxson commenced a foreclosure action against Denise, claiming Denise had defaulted in various ways and had breached the due on sale clause of the second security deed.
Applying the principles of contract construction, the entire provision and the whole contract must be considered and not only the words "not to exceed." See OCGA § 13-2-2 (4); Denise v. Paxson, 261 Ga. 846, 847 ( 413 S.E.2d 433) (1992). The salary is expressly geared to a 24-month plan, additional compensation is designated for the 24-month period, and the manager is given the right to negotiate a new contract at the end of that 24-month period, implying that an initial 24-month period is expected and intended.
As the Georgia Supreme Court has explained with respect to contract interpretation, the cardinal rule is to "ascertain the intention of the parties, and to this end the whole contract must be considered." Denise v. Paxson, 413 S.E.2d 433, 434 (Ga. 1992) (quoting Hull v. Lewis, 180 S.E. 599, 601 (Ga. 1935)). And when we look at the whole contract, we must presume that all provisions are "inserted with a purpose and are to be given some meaning."