Peppercorn (legal)

In legal parlance, a peppercorn is a metaphor for a very small payment, a nominal consideration, used to satisfy the requirements for the creation of a legal contract. It featured in Chappell & Co Ltd v Nestle Co Ltd ([1960] AC 87), which stated that a "peppercorn does not cease to be good consideration if it is established that the promisee does not like pepper and will throw away the corn".

In English law, and other countries with similar common law systems, a legal contract requires that both sides provide consideration. In other words, if an agreement does not specify that each party will give something of value to the other party, then it is not considered a binding contract, and cannot be enforced in court. The situation is different under contracts within civil law jurisdictions because such nominal consideration can be categorised as a disguised gift.

However, courts will not generally inquire into the adequacy or relative value of the consideration provided by each party. So, if a contract calls for one party to give up something of great value, while the other party gives up something of much lesser value, then it will generally still be considered a valid contract, even though the exchange of value greatly favors one side. Courts, however, will reject "consideration" that was not truly bargained for. For example, in the 1904 case Fischer v. Union Trust Co., the Michigan Supreme Court held that the one dollar paid for the sale of real property did not constitute valuable consideration since the transaction had not been bargained for—a dollar was handed to a mentally incompetent "buyer" who then dutifully handed it to the "seller". The dollar was not considered real consideration, not because the dollar was too small an amount, but because it did not induce the seller to part with the property. Such promises that are motivated by love and affection are insufficient to constitute consideration.

So, in order for an essentially one-sided contract to still be valid and binding, the contract will generally be written so that one side gives up something of value, while the other side gives a token sum—one pound, dollar, or literally one peppercorn. Peppercorn payments are sometimes used when selling a struggling company whose net worth may be negative. If some party agrees to take it over and assume its liabilities as well as its assets, the seller may actually agree to make a large payment to the buyer. But the buyer must still make some payment, however small, for the company in order to establish that both sides have given consideration.

...
Wikipedia