Authored By: Ayah Ghaith
Middlesex University
Case Citation and Basic Information
Case Name: Williams v Roffey Bros & Nicholls (Contractors) Ltd
Citation: [1991] 1 QB 1
Parties Involved:
Appellant: Roffey Bros & Nicholls (Contractors) Ltd
Respondent: Lester Williams
Court: Court of Appeal (Civil Division)
Date of judgment: 23 November 1989
Bench Composition: Lord Justice Glidewell, Lord Justice Purchas, Lord Justice Russell
Introduction
Williams v Roffey Bros & Nicholls (Contractors) Ltd [1991] 1 QB 1 is a significant case in contract law concerning a dispute about the doctrine of consideration.[1] Williams had a subcontract with Roffey Bros to complete carpentry work and was promised an additional payment that was not made. The Court of Appeal was required to determine whether to apply the same principle as Stilk v Myrick (1809) 2 Camp 317 or whether there was fresh consideration in the new promise.[2] The judgment refined the principle of Stilk, which held that a promise of additional payment for performing an existing contractual duty does not amount to fresh consideration. The decision in Williams significantly developed the concept of practical benefit in the doctrine of consideration and remains good law in the United Kingdom due to its practical approach to contractual variations.
Facts of the Case
Williams, a carpentry business, entered into a subcontract with Roffey Bros, which had a main building contract with Shepherds Bush Housing Association Ltd. to refurbish 27 flats and the roof. The main contract had a penalty clause for Roffey Bros for late completion.
Williams agreed to complete carpentry work for 27 flats for a price of £20,000.[3] Williams began working on 10 October 1985 and by 9 April 1986, they had completed first fixes to all 27 flats and the roof, as well as had completed second fixes for 9 flats. Up until 9 April, a payment of £16,200 was made by Roffey Bros.
Due to the insufficient sum of money, it was too low to perform the work at a satisfactory level, it prevented Williams from making a profit, and so they got into financial difficulty. Nonetheless, the financial difficulty was also because of Williams’ lack of supervision of their employees, which affected productivity rates. Such circumstances may have resulted in Williams not completing the work on time.[4]
Roffey Bros, afraid that the project would not finish on time, agreed to pay an additional sum of £10,300 at the rate of £575 for each flat finished. This was beneficial for both parties, as Roffey Bros would avoid the costs and inconvenience of subcontracting with another carpenter.
Moreover, Roffey Bros had already paid Williams 80% of the contract price, despite Williams not having completed 80% of the work. Later on, Williams substantially completed eight flats. However, Roffey Bros only paid £1,500. As a result, Williams stopped work on 17 April and sued Roffey Bros for the promised payment.[5]
Legal Issues
Issue 1: Whether substantial completion entitles Williams to the additional payment.
Issue 2: Whether there was fresh consideration for Roffey Bros promise to pay an additional £10,300.
Arguments Presented
Appellant’s Arguments
The appellants appealed on the grounds that the agreement to pay an additional sum of £10,300 was unenforceable. They also claimed that performing an existing contractual duty, namely the completion of the carpentry work, did not amount to good consideration. Roffey Bros argued that the benefit they would obtain was incapable of constituting fresh consideration. The appellants claimed that the trial judge erred in deciding that there was fresh consideration where both parties mutually agreed to an additional payment merely because it was in both their interests.
Moreover, Roffey Bros argued that the judge should have held that the £575 should be paid to Williams only when the refurbishment of each flat had been entirely completed. Given no flat had been completed, no additional payment should have been made. They also claimed that they did not breach the contract by ceasing to make the interim payments after 17 April 1986. Therefore, Williams should not have left the site.[6]
Respondent’s Arguments
The respondents argued that the assistant recorder’s judgement should be affirmed on the grounds that the principle of Stilk did not apply to their case. In the absence of duress and “in the case of a commercially reasonable renegotiation”, a promise to make an additional payment was enforceable. Williams claimed that since the parties mutually consented to terminate the original agreement, they entered into a new agreement on 9 April 1986.
In addition, the respondents asserted that the trial judge should have held that even if there was no new contract, there was an implied term in the original contract that if both parties agreed that the contract price was too low, they could substitute it with a higher one.[7]
Court’s Reasoning and Analysis
Regarding the first issue, Glidewell LJ relied on the principle in Hoenig v Isaacs [1952] 2 All ER 176, namely where a party has substantially performed their part of the contract, they are entitled to claim the agreed sum, deducting costs of defects, as long as the substantial performance does not go to the root of the contract.[8] The Court of Appeal stated that the promise to complete the work was not a condition. The judges emphasised that it was a lump-sum contract, and given the work was substantially performed, Williams was entitled to the additional sum, minus any costs of defects.[9]
The second legal issue concerned whether there was consideration. The Court found no trace of economic duress because Williams did not threaten to breach the contract.[10] Purchas LJ asserted that the suggestion of an additional payment moved from Roffey Bros. Therefore, it would be unlikely that Williams had coerced Roffey Bros to pay.[11]
Glidewell LJ stated that both parties were aware that the original contract price was too low. Increasing the payment allowed Roffey Bros to avoid engaging another carpentry contractor, which prevented additional expenses and reduced the risk of incurring the time penalty, which was itself a benefit.[12] Fixing the payment scheme to £575 for each flat provided Roffey Bros with an advantage. Despite Williams’ contractual duty remaining the same, the practical benefits gained amounted to fresh consideration. The judges did not find the concept of a party suffering detriment necessary because the practical benefit satisfied the requirement for consideration.
Glidewell LJ reasoned that if a) an enforceable contract existed between Roffey Bros and Williams, b) Roffey Bros had doubted the completion of Williams’ contractual obligation, c) as a result, Roffey Bros promised an additional payment in exchange for Williams completing the work on time, d) leading to Roffey Bros obtaining a practical benefit and e) Roffey Bros’ promise was not procured by economic duress, then the benefit constitutes consideration and the promise becomes enforceable.[13]
The judges reasoned that Stilk concerned a promise that produced no new benefit for the promisor. In this case, Roffey Bros gained practical commercial benefits. The judges agreed that the principle of Stilk remains valid and should not be overruled. However, it was distinguished in this case.[14]
Judgement and Ratio Decidendi
The judges unanimously dismissed the appeal, and held that Williams was entitled to part of the additional £10,300 for substantially completing the work.
The ratio decidendi of this case is that where a party promises to pay an additional sum of money, in return for performing an existing contractual duty, given that the promise was not made under economic duress, and because of the promise the party obtains a practical benefit, then the practical benefit obtained is capable of amounting to fresh consideration.[15]
Critical Analysis
The case expanded the doctrine of consideration. Rather than applying the traditional principle established in Stilk, the Court of Appeal recognised that a practical benefit may constitute valid consideration. It introduced a more realistic and flexible approach to commercial relations, as it is common for renegotiations to occur due to changes in circumstances. So, it is likely to lead to contractual variations, which may give rise to a promise to pay more. Thus, the principle established in Williams allows parties to enforce their promises to pay more in return for a practical benefit, as well as recognising that the need to add an additional legal obligation is unnecessary. It also protects businesses because the requirement that a promise is not secured through economic duress acts as a safeguard for them.
Nonetheless, the concept of “practical benefit” is not clearly defined. The Court did not clarify to what extent a benefit should be given to amount to consideration. This legal uncertainty may cause courts to decide the practical benefits case by case. Moreover, the promisee’s contractual duty remains unchanged and advantages such as avoiding delay or cutting unnecessary costs of hiring another contractor are likely to count as practical benefits. Hence, the doctrine of consideration may weaken.[16]
Therefore, the decision may be commercially advantageous. However, the unsettled scope of practical benefit leaves business with uncertainty to identify whether sufficient consideration exists.
Conclusion
When Roffey Bros were concerned that Williams would not finish the carpentry work on time, they promised to pay an additional sum to them, without changing their contractual duty to complete 27 flats. Despite Roffey Bros obtaining several benefits, they refused to pay Williams the promised additional sum. Williams then ceased work on the flats.
The Court of Appeal recognised that where a promise is made, without economic duress or fraud, and the promisor obtains a practical benefit, the practical benefit is capable of amounting to fresh consideration.
The Court made consideration more commercially realistic, although they may have to specify the scope of practical benefit in future cases. Williams v Roffey Bros fundamentally developed the law regarding consideration, adding to the traditional rule established in the 1800s.
Reference(S):
Primary Resources
Hoenig v Isaacs [1952] 2 All ER 176
Stilk v Myrick (1809) 2 Camp 317, 170 ER 1168
Williams v Roffey Bros & Nicholls (Contractors) Ltd [1991] 1 QB 1
Secondary Resources
Dawson F, ‘Contract as Assumption and Consideration Theory: A Reassessment of Williams v Roffey Bros’ (Victoria University of Wellington Law Review, 2011) < https://ojs.victoria.ac.nz/vuwlr/article/view/5142?utm_source=chatgpt.com > accessed 29 July 2026
[1] [1991] 1 QB 1.
[2] Stilk v Myrick (1809) 2 Camp 317, 170 ER 1168.
[3] Williams (n 1) 1.
[4] Williams (n 1) 6.
[5] Williams (n 1) 19.
[6] Williams (n 1) 2-3.
[7] Williams (n 1) 3.
[8] [1952] 2 All ER 176.
[9] Williams (n 1) 7.
[10] Williams (n 1) 17.
[11] Williams (n 1) 21.
[12] Williams (n 1) 3.
[13] Williams (n 1) 15-16.
[14] Williams (n 1) 21.
[15] Williams (n 1) 1.
[16] Francis Dawson, ‘Contract as Assumption and Consideration Theory: A Reassessment of Williams v Roffey Bros’ (Victoria University of Wellington Law Review, 2011) < https://ojs.victoria.ac.nz/vuwlr/article/view/5142?utm_source=chatgpt.com > accessed 29 July 2026.
