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Williams v Roffey Bros & Nicholls (Contractors) Ltd [1989]


This case was decided by the Court of Appeal. It concerned the question of consideration, specifically whether performance of an existing contractual duty amounted to valid consideration for a promise. The plaintiff Williams was a carpenter hired by the defendants Roffey Brothers (Contractors) to complete work on a block of 27 apartments for a total of £20,000. Williams ran into financial difficulties such that he would be unable to complete the work on time. Roffey Bros thus offered Williams an additional £10,300 if the work was completed on time, at the rate of £575 per completed flat. Williams completed 8 flats, albeit with defects. The question before the court was whether this promise of additional payment was enforceable. 

Two issues were posed before the court. Firstly, whether Williams’ defective performance amounted to ‘completion’ as per Roffey Bros.’ promise for additional payment. Secondly, and more prominently, whether there was consideration for Roffey Bros’ promise foradditional payment. 

The lower court affirmed both issues. The Court of Appeal was in agreement and the appeal was accordingly dismissed. Regarding the first issue, it was found that substantial completion amounted to completion under the agreement. Regarding the second issue, it was found that variations to a contract (promising to pay more) are enforceable if:

  1. A and Barein an existing agreement to perform a service or supply goods
  2. Before B completes his obligation under the contract, A has reason to doubt that B will be able to complete his end of the bargain
  3. A promises to give more to B in returnfor B completing their work on time
  4. A obtains a practical benefit or obviates a disbenefit as a result
  5. A’s promise to pay has not been made as a result of economic duress or fraud

This decision was significant and controversial because it transformed the traditional rule per Stilk v Myrick that new consideration is required for a promise to pay more. As acknowledged in the judgement, it was a more flexible approach in the modern commercial context. The present decision also increased the prevalence of economic duress claims as parties sought to make enforceable promises voidable. Controversially, the present case did not address the decision in Foakes v. Beer which, together with Stilk v Myrick, formed the traditional rule that a promise requires independent consideration. The present case is distinguished from Foakes,which concerns a promise to accept lessrather than a promise to pay more. Fresh consideration is still required for promises to accept less as seen in the more recent application of Foakes in In Re Selectmove, where the Court of Appeal held Williams v Roffey Brothers applies only to promises to pay more.

Appellate History

  • Court of Appeal [1989] –Decision Approved
  • Kingston-Upon-Thames County Court [1989] –Decision Approved


  • Consideration


  • Stilk v. Myrick
  • Williams v. Williams
  • Ward v. Byham
  • Pao On v. Lau Yiu Long
  • In Re Selectmove

Submission Details

Reviewed By Ross Birkbeck
Submitted By Aashna Singh
First Published 26th July 2022

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Updated on August 11, 2022
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