Williams v Roffey Bros & Nicholls (Contractors) Ltd is one of the most important cases on consideration in contract law. Here is a clean and structured analysis of the case.
- Court: Court of Appeal (Civil Division), England & Wales
- Judges: Glidewell LJ, Russell LJ, Purchas LJ
- Date: 23 November 1989
- Citations: [1991] 1 QB 1; [1990] 1 All ER 512; [1989] EWCA Civ 5; [1990] 2 WLR 1153; 48 BLR 69 (1991), 10 Tr LR 12, [1991] QB 1
- Legal Area: Contract Law — Consideration — Performance of existing contractual duty
Facts: Williams v Roffey Bros & Nicholls (Contractors) Ltd
Roffey Bros were main contractors refurbishing 27 flats in Twynholm Mansions.
Williams was a sub-contract carpenter, originally hired for £20,000.
By April 1986, Williams was struggling financially because his contract price was too low, and he was not supervising his workers well.
Roffey Bros were worried Williams might fail to finish on time; this would expose them to penalty clauses in their main contract.
On 9 April 1986, Roffey Bros promised to pay Williams an extra £10,300, calculated as £575 per completed flat (18 flats remained), to ensure he would continue and finish on time.
Williams continued working, substantially completing 8 more flats.
Roffey Bros paid only £1,500 of the extra amount, so Williams stopped work.
Williams sued for the extra money.
Roffey Bros argued: Williams gave no new consideration for the extra payment. He was already obliged to finish the carpentry work.
Legal Issue that Arose
Was Roffey Bros’ promise to pay extra money enforceable, even though Williams was already contractually bound to do the work?
Court of Appeal’s Decision and Reasoning
The Court of Appeal held that the promise to pay extra was enforceable. Williams was entitled to the extra payment.
Practical Benefit = Good Consideration
This is the famous contribution of this case.
If a party (B) promises extra payment to another party (A) who is already contractually bound, the promise is enforceable if B obtains a practical benefit.
Glidewell LJ formulated the now-famous 6-step practical benefit test:
A promise to pay extra is supported by valid consideration if:
- A has a contract with B to do some work.
- B doubts whether A will complete it.
- B promises to pay extra to ensure completion.
- B obtains a practical benefit or avoids a detriment (e.g., avoiding penalty clauses, avoiding finding new subcontractors).
- B’s promise is not made under duress or fraud.
- Then A’s continued performance is good consideration.
This refined (but did not overrule) Stilk v Myrick.
What counts as “practical benefit”?
- Avoiding penalty for delay.
- Avoiding cost/trouble of hiring new workers.
- Ensuring timely completion of work.
- Maintaining smooth workflow on site.
These were all present in this case. Williams gave practical benefit to Roffey Bros, which counted as valid consideration.
Substantial Performance
The extra payment was tied to completion of each flat.
The Court applied Hoenig v Isaacs: where work is substantially performed, payment is due less reasonable deductions for defects.
Thus, Williams was entitled to payment for the 8 substantially completed flats.
Legal Rule
A promise to pay extra for performing an existing contractual duty is enforceable if the promisor obtains a practical benefit and there is no economic duress.
This is the modern rule that softened the harshness of Stilk v Myrick.
Importance of the Case [Williams v Roffey Bros & Nicholls (Contractors) Ltd]
This case modernised the doctrine of consideration by recognising practical benefit as good consideration for a promise to pay more.
It is widely referenced in construction, commercial contracts, and variation agreements.
You may refer to the full case judgment here:
https://www.bailii.org/cgi-bin/format.cgi?doc=/ew/cases/EWCA/Civ/1989/5.html
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Ruchi is a legal research writer with an academic background in CA, MBA (Finance), and M.Com. She specializes in digesting and summarizing complex judicial decisions into clear and structured case notes for students and legal professionals.