Browning v. Johnson
Supreme Court of Washington
422 P.2d 314 (Wash. 1967)
Browning (plaintiff) and Johnson (defendant) were two osteopaths. They entered into a contract where Browning agreed to sell his practice and equipment to Johnson. Before the contract was executed, however, Browning changed his mind and wanted to be released from the contract. In a second agreement, Browning offered to pay Johnson $40,000 if he would give up the contract of sale. Johnson agreed. Months later, Browning also wished to be released from this obligation. He brought suit in Washington state court seeking a declaratory judgment. The trial court held that the first contract of sale had never been valid because it lacked mutuality and was too indefinite in its terms to be enforced. The trial court also held that the second contract was supported by “adequate consideration” and thus valid and enforceable. Browning appealed, arguing that the second agreement he made to pay Johnson $40,000 was not supported by consideration and was based on the mutual mistake of the two parties.
Rule of Law
Holding and Reasoning (Langenbach, J.)