Williams v Roffey Bros & Nicholls (Contractors) Ltd
[1991] 1 QB 1
Ratio Decidendi
Where a party to an existing contract promises additional payment in return for the other party's promise to perform existing contractual obligations, and the promisor thereby obtains a practical benefit or avoids a disbenefit, this practical benefit is capable of constituting good consideration, provided there is no economic duress.
Fakty
Roffey Bros, building contractors, subcontracted carpentry work to Williams for £20,000. Williams fell into financial difficulty because the price was too low. Roffey Bros, who faced a penalty clause in the main contract for late completion, promised Williams an extra £10,300 to ensure the work was completed on time. Williams continued work but Roffey Bros failed to pay the additional sum. Williams sued for the extra money.
Podsumowanie orzeczenia
The Court of Appeal held that Williams was entitled to the extra payment. Although Williams was only doing what he was already contractually obliged to do (which would traditionally not constitute consideration under Stilk v Myrick), Roffey Bros obtained practical benefits from the promise: they avoided the penalty clause, avoided the trouble and expense of finding a replacement carpenter, and secured a more orderly arrangement for payments. These practical benefits constituted sufficient consideration. The court emphasised that there was no economic duress.
Kluczowe cytaty
"The present state of the law on this subject can be expressed in the following proposition: (i) if A has entered into a contract with B to do work for, or to supply goods or services to, B in return for payment by B and (ii) at some stage before A has completely performed his obligations under the contract B has reason to doubt whether A will, or will be able to, complete his side of the bargain and (iii) B thereupon promises A an additional payment in return for A's promise to perform his contractual obligations on time and (iv) as a result of giving his promise B obtains in practice a benefit, or obviates a disbenefit and (v) B's promise is not given as a result of economic duress or fraud on the part of A, then (vi) the benefit to B is capable of being consideration for B's promise."
— Glidewell LJ
Późniejsze zastosowanie
Widely followed as the modern authority on practical benefit as consideration for performing existing contractual duties.
Discussed extensively in academic commentary — the relationship between Williams v Roffey and Stilk v Myrick remains debated. The Supreme Court has not yet definitively addressed the point.