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Law School Case Brief

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


"Adequacy" of consideration, into which courts seldom inquire, is to be distinguished from the legal "sufficiency" of any particular consideration. The latter phrase is concerned not with comparative value but with that which will support a promise. Anything that fulfills the requirements of consideration will support a promise whatever may be the comparative value of the consideration, and of the thing promised. The relative values of a promise and the consideration for it, do not affect the sufficiency of consideration. 


The parties were both doctors. They entered into a contract of sale whereby appellant seller agreed to sell his practice and equipment to respondent buyer. The seller changed his mind about selling and sought to be released from the contract. The parties then entered into a contract cancelling the sale contract, whereby the seller promised to pay the buyer $ 40,000 if the buyer would give up the contract of sale. The seller later regretted this bargain and filed an action for declaratory judgment and restitution. The seller contended that his promise to pay the buyer in exchange for the buyer's promise to cancel the sale contract was unsupported by consideration.The trial court held that the contract canceling the sale contract was supported by "adequate" consideration, entered judgment in favor of the buyer and enforced a contract canceling the parties' sale contract. The seller appealed.


Was the contract supported by "sufficient" consideration to to support a promise by the seller?




The Supreme Court of Washington considered the issue of whether there was "sufficient" consideration to support the promise as opposed to whether there was "adequate" consideration. The Court found that the seller's promise was supported by sufficient consideration and that the case did not require the Court to consider the relative values of the things exchanged. The requirement of sufficient consideration for the unilateral contract was met by the detriment incurred by the seller in exchange for the buyer's act of giving up the contract of sale. The relinquishment of a purchaser's right in a contract to buy a medical practice constituted a legal detriment, or "sufficient" consideration, to support a promise by the seller to pay a sum of money, notwithstanding that the sales contract was later found to be unenforceable.Accordingly, the Court affirmed the order in favor of respondent buyer. 

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