Williams v Roffey Bros & Nicholls (Contractors) Ltd [1991] 1 QB 1
Facts
Roffey Bros engaged Williams to carry out carpentry during the refurbishment of 27 flats. The subcontract price was £20,000, but Williams encountered financial difficulties because the work had been underpriced. Roffey Bros faced the risk of delay under its own building contract and wanted to avoid finding another carpenter. It promised additional payments linked to completion of the remaining flats. Williams continued working, but the promised payments were not fully made, and he eventually left the site. He sued for the additional sums earned. Roffey Bros argued that he had supplied no consideration because the carpentry was already required by the original subcontract.
Legal Issue
Could the commercial advantage gained from securing performance of an existing contractual duty provide consideration for the main contractor’s promise to pay the subcontractor more?
Held
The Court of Appeal dismissed Roffey Bros’ appeal. The promise of extra payment could be supported by the practical benefits which Roffey Bros obtained from Williams continuing the work. Those benefits included improving the prospect of timely completion, avoiding the disruption of replacement labour and reducing exposure to delay consequences under the main contract. The analysis did not require Williams to promise work outside the existing subcontract. It did, however, depend on a genuine practical benefit and the absence of economic duress or fraud in obtaining the additional promise. The court upheld the finding that consideration supported the variation and the award for work attracting the additional payments.
⭐ Legal Principle
A promise to pay more for performance of an existing contractual duty may be supported by a practical benefit to the promisor, provided the variation is not procured by economic duress or fraud. The relevant consideration is the benefit of the arrangement, not the additional payment promise considered in isolation.
Significance
Roffey is central to the modern treatment of contractual variations because it recognises commercial benefits beyond a formally new obligation. It does not make consideration unnecessary or validate pressure-induced renegotiation. It should also be distinguished from a creditor’s promise to accept less than an existing debt: Foakes v Beer and Re Selectmove prevent a straightforward transfer of the practical-benefit reasoning into that setting. Identifying whether the variation concerns payment for work or satisfaction of a debt is therefore essential.
Common exam questions about this case
What practical benefit did Roffey Bros receive?
Continuation of the carpentry improved the prospects of finishing the refurbishment on time and avoided the disruption of finding another subcontractor. Those commercial advantages could support the extra-payment promise even though Williams was already contractually obliged to perform the work. The court did not treat the payment promise itself as its own consideration.
Would the same result follow if the subcontractor used economic duress?
Not simply by identifying a practical benefit. Roffey’s reasoning expressly required that the promise had not been procured by economic duress or fraud. If the facts show illegitimate pressure inducing the variation, that issue must be analysed separately; the commercial advantage of completion does not automatically cure defective consent.
Does Roffey make part-payment of a debt sufficient consideration?
It does not establish that proposition. Foakes v Beer governs the common-law rule on payment of a lesser sum, and Re Selectmove refused the proposed extension of Roffey into that setting. A debt problem may raise additional doctrines, including promissory estoppel, but those require their own factual and legal analysis.