## Facts

- A seller (Black) contracted to sell a purchaser (Duncan) approximately 359 acres of farmland; the written contract stated the purchaser was “to receive a 65 acre cotton allotment with the land.”
- Under federal regulation, cotton acreage allotments were set annually by a county committee and were not a fixed, transferable multi-year entitlement.
- For the first crop year after the sale, the allotment assigned to the purchased tract was 49.6 acres; the sellers used part of their remaining allotment to “make up” the difference so the purchaser could plant 65 acres.
- In the second year, the purchaser demanded that the sellers again provide additional allotment so he could plant 65 acres; the seller initially agreed but then refused.
- The purchaser asserted he had been or would be penalized for planting in excess of his allotment and claimed the seller owed damages under the land-sale contract.
- To settle the purchaser’s asserted claim, the parties executed a $1,500 promissory note payable to the purchaser.
- In a bench trial on the note, the makers admitted signing but defended on want of consideration; there were no claims of fraud, mistake, or contractual ambiguity.

## Issues

1. Whether the purchaser’s forbearance to sue on an asserted breach-of-contract claim supplied consideration for the $1,500 note when the asserted claim lacked legal foundation.
2. Whether enforcement of the note was barred because the asserted underlying claim depended on conduct contrary to the federal cotton allotment regulatory scheme and public policy.

## Decision

- The appellate court affirmed judgment for the makers of the note.
- The note was unenforceable for lack of consideration because the purchaser’s asserted claim was legally unfounded, so forbearance to sue on it could not support the promise to pay.
- Independently, enforcement was improper because the arrangement sought to bypass federal cotton-allotment limits and was contrary to public policy.
- The trial court’s finding of want of consideration was not clearly erroneous under the standard applicable to court-tried cases.

## Legal Principles

- Forbearance to assert a claim may be consideration only if the claim is asserted in good faith and has at least some legal basis; forbearance of a wholly unfounded claim is not consideration.
- A promise based on illegal consideration, or requiring conduct that contravenes public policy, is unenforceable.
- Contract terms are construed in light of controlling law; parties cannot create enforceable rights that conflict with a regulatory regime or purport to guarantee future entitlements that the law does not allow.

## Conclusion

The court refused to enforce a settlement promissory note where the payee’s forbearance rested on a claim with no legal support and where the asserted entitlement would effectively sanction evasion of federal cotton acreage controls, leaving the note without valid consideration and contrary to public policy.


Duncan v. Black, 324 S.W.2d 483 (Mo. Ct. App. 1959)