Browning v. Johnson

Supreme Court of Washington · 1967 · Contracts

422 P.2d 314 (Wash. 1967)

Updated July 26, 2026

Contractsconsiderationsufficiency of considerationunilateral contractsmistakesufficiencyadequacylegal detriment

Facts

Browning and Johnson entered into a contract for the sale of Browning's practice and equipment, and both sides initially believed that contract was valid and enforceable. Before the effective date, Browning wanted out; Johnson later agreed to cancel the sale contract after Browning promised to pay him $40,000 if Johnson would give it up. Browning later sought to avoid that cancellation agreement, arguing his promise lacked consideration because the sale contract was ultimately found too indefinite and lacking mutuality. The parties were equally informed, represented by counsel, and there was no finding of misrepresentation, fraud, or duress.

Issue

Does Johnson's act of giving up the original sale contract constitute legally sufficient consideration for Browning's promise to pay $40,000, even though the original sale contract was later found unenforceable? Also, could Browning avoid the agreement on a theory of mutual mistake when the case was tried below on lack of consideration?

Rule

Sufficient consideration exists in a unilateral contract when, at the promisor's request and as the price of the promise, the promisee incurs a legal detriment or the promisor receives a benefit. A legal detriment includes giving up something the promisee was privileged to retain or refraining from doing something the promisee had a right to do, and this is sufficient even if the surrendered claim, consent, or contract later proves to have had no enforceable value, so long as it is not sham, frivolous, or manifestly false. An appellate court will consider a case only on the theory on which it was presented, tried, and determined below.

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One of 10 multiple-choice questions for this case. Pick an answer to see why.

In Portland, Nora Kim signed a preliminary agreement to buy a small catering business from Evan Price. Before closing, Evan begged Nora to cancel the deal, promising to pay her $18,000 if she would surrender the agreement; Nora did so. A court later determines the original sale agreement was too indefinite to enforce.

If Evan refuses to pay, which is the strongest argument that Nora gave sufficient consideration for Evan's promise?

Explanation. A promise in a unilateral contract is supported when the promisee, at the promisor's request and as the price of the promise, incurs a legal detriment or the promisor receives a benefit. Legal detriment includes giving up something the promisee was privileged to retain. The surrendered matter need not ultimately have enforceable value, so long as it is not sham, frivolous, or manifestly false.