Browning v. Johnson – Case Brief

Browning v. Johnson, 70 Wash.2d 145, 422 P.2d 314 (Wash. 1967).

Facts: Dr. Browning (P) contracted to sell his medical practice and equipment to Dr. Johnson (D). Browning later decided not to sell the practice and entered into a second contract canceling the sale contract, whereby Browning promised to pay $40,000 to be released from his obligation to sell the practice.

Browning later brought suit for a declaratory judgment and restitution. Browning asserted that the original contract for sale of the practice was invalid and that therefore the subsequent cancellation contract was invalid for lack of consideration.

The trial court found the sales contract invalid for lack of mutuality and for indefiniteness with regard to terms of enforcement. The trial court also found however that the cancellation contract was supported by adequate consideration and was therefore valid. Browning appealed, asserting that the cancellation contract was invalid due to mutual mistake regarding the validity of the first contract.

Issue: 1) Is the surrender or forbearance of a legal right sufficient consideration to support a binding contract? 2) Is a promise to surrender the right to enforce a contract sufficient consideration to support another binding contract, even if the original contract is later found to be unenforceable?

Holding and Rule: 1) Yes. The surrender or forbearance of a legal right is sufficient consideration to support a binding contract. 2) Yes. A promise to surrender the right to enforce a contract is sufficient consideration to support another binding contract, even if the original contract is later found to be unenforceable.

Sufficiency of consideration is concerned not with comparative value but with that which will support a promise. Anything which fulfills the requirements of consideration will support a promise whatever may be the comparative value of the consideration.

A unilateral contract is one in which a promise is given in exchange for an act or forbearance. Browning gave Johnson a promise to pay $40,000 in exchange for Johnson’s act of giving up the contract of sale. Sufficient consideration to support a promise in a unilateral contract is met by a detriment incurred by the promisee or a benefit received by the promissor at the request of the promissor. Detriment suffered by the promisee at the promissor’s request is sufficient consideration even if the promissor does not receive a benefit.

A consideration sufficient to support a promise need not always have an actual value. Consideration cannot be sham or frivolous or manifestly false, but in this case a real controversy might have been waged before the courts as to the parties’ legal rights. Under the facts the surrendering of the contract right by Johnson constitutes valuable consideration for a promise, even though a possibility existed that a court might find that Johnson had no right under contract law.

Disposition: Affirmed.

See Fiege v. Boehm for a contract law case brief involving an issue of whether forbearance can constitute sufficient consideration to support a contract.


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