is a leading
English contract law
English contract law is the body of law that regulates legally binding agreements in England and Wales. With its roots in the lex mercatoria and the activism of the judiciary during the industrial revolution, it shares a heritage with countries ...
case. It decided that in varying a contract, a promise to perform a pre-existing contractual obligation will constitute good consideration so long as a benefit is conferred upon the 'promiseor'. This was a departure from the previously established principle that promises to perform pre-existing contractual obligations could not be good consideration.
Facts
Roffey Bros was contracted by Shepherds Bush Housing Association Ltd to refurbish 27 flats at Twynholm Mansions, Lillie Road,
London
London is the capital and largest city of England and the United Kingdom, with a population of just under 9 million. It stands on the River Thames in south-east England at the head of a estuary down to the North Sea, and has been a majo ...
SW6. They subcontracted carpentry to Mr Lester Williams for £20,000 payable in instalments. Some work was done and £16,200 was paid. Then Williams ran into financial difficulty because the price was too low. Roffey Bros was going to be liable under a penalty clause for late completion, so they had a meeting on 9 April 1986 and promised an extra £575 per flat for on time completion. Williams did eight flats and stopped because he had only got £1,500. New carpenters were brought in. Williams claimed.
Mr
Rupert Jackson
Sir Rupert Matthew Jackson, PC (born 7 March 1948) is a retired justice of the Court of Appeal of England and Wales. Currently he serves as a Justice of the Astana International Financial Centre Court.
Career
Jackson was educated at Christ' ...
QC held Williams should get the eight times £575 with a few deductions for defects and some of the £2,200 owing from the original sum. He said that they had agreed that the original price was too low, and that raising it to a reasonable level was in both sides' interests.
Judgment
Glidewell LJ held Williams had provided good consideration even though he was merely performing a pre-existing duty. Williams got £3,500 (not full
expectation damages
Expectation damages are damages recoverable from a breach of contract by the non-breaching party. An award of expectation damages protects the injured party's interest in realising the value of the expectancy that was created by the promise of the ...
). He said that the idea of
promissory estoppel
A promise is a commitment by someone to do or not do something. As a noun ''promise'' means a declaration assuring that one will or will not do something. As a verb it means to commit oneself by a promise to do or give. It can also mean a capacity ...
was not properly argued and 'not yet been fully developed'. The concept of economic duress provided an answer to Stilk's old problem, that an agreement to perform an existing legal duty cannot constitute good consideration for a new contract.
''Stilk v Myrick'' (1809) 170 ER 1168
/ref> The test for understanding whether a contract could legitimately be varied was set out as follows.
* if A has a contract to employ B for work
* before it is done, A has reason to doubt whether B will, or be able to complete his side of the bargain
* A promises B to pay more
* A 'obtains in practice a benefit, or obviates a disbenefit' from giving the promise
* there is no economic duress or fraud
The practical benefit of timely completion, even though a pre-existing duty is performed, constitutes good consideration. On ''Stilk v Myrick
''Stilk v Myrick'' King's_Bench_on_the_subject_of_809EWHC_KB_J58is_an_English_contract_law_case_heard_in_the_Court_of_King's_Bench_(England)">King's_Bench_on_the_subject_of_Consideration_under_English_law">consideration._In_his_verdict,_the_jud ...
'', Glidewell LJ said,
However, the principle had not in fact been subjected to any refinement and the three cases he relied on for this proposition - ''Ward'', ''Williams v Williams'' and ''Pao On'' - unanimously applied it by finding legal consideration (without which the post-contractual modifications would not have been upheld).
Glidewell LJ expanded that this test merely refined the ''Stilk v Myrick'' principle further but left it unscathed. This is debatable as he held that other practical benefits than those envisaged as the original consideration may ''per se'' constitute the requisite good consideration to fulfil the contract (something ''Stilk v Myrick'' specifically did not allow). The two cases would until then have been seen as indistinguishable on their facts.[David McLoughlan, McLoughlan's Contract Law 15th & 16th Edns] or whether he overruled the High Court precedent (later relied on in more senior courts) of ''Stilk v Myrick''.[
Russell LJ, giving his own interpretation in the plaintiff's favour held: He noted that Roffey Bros' employee, Mr Cottrell had felt the original price to be less than reasonable, and there was a further need to replace the 'haphazard method of payment by a more formalised scheme' of money per flat. "True it was that the plaintiff did not undertake to do any work additional to that which he had originally undertaken to do but the terms upon which he was to carry out the work were varied and, in my judgment, that variation was supported by consideration which a pragmatic approach to the true relationship between the parties readily demonstrates."
Purchas LJ concurred with Glidewell LJ.
]
Subsequent cases
In the Court of Appeal considered ''Williams v Roffey Bros'' and decided that the principle should not be extended to part payment of debts.
See also
*''Pinnel's Case
''Pinnel's Case'' 6025 Co. Rep. 117a, also known as ''Penny v Cole'', is an important case in English contract law, on the doctrine of part performance. In it, Sir Edward Coke opined that a part payment of a debt could not extinguish the obligation ...
'' (1602) 5 Co. Rep. 177a
*''Stilk v Myrick
''Stilk v Myrick'' King's_Bench_on_the_subject_of_809EWHC_KB_J58is_an_English_contract_law_case_heard_in_the_Court_of_King's_Bench_(England)">King's_Bench_on_the_subject_of_Consideration_under_English_law">consideration._In_his_verdict,_the_jud ...
'' (1809) 170 ER 1168
*''Foakes v Beer
is an English contract law case, which applied the controversial pre-existing duty rule in the context of part payments of debts. It is a leading case from the House of Lords on the legal concept of consideration. It established the rule that pr ...
'' (1884)
*''Collier v P&MJ Wright (Holdings) Ltd
is an English contract law case, concerning the doctrine of consideration and promissory estoppel in relation to "alteration promises".
Facts
Mr Collier was one of three partners of a property developer. They had assented to a court order to pa ...
'' 007
The ''James Bond'' series focuses on a fictional British Secret Service agent created in 1953 by writer Ian Fleming, who featured him in twelve novels and two short-story collections. Since Fleming's death in 1964, eight other authors have ...
EWCA Civ 1329
*Uniform Commercial Code
The Uniform Commercial Code (UCC), first published in 1952, is one of a number of Uniform Acts that have been established as law with the goal of harmonizing the laws of sales and other commercial transactions across the United States through UC ...
, s.2-209
Notes
External links
Full text of judgment on Bailii
{{DEFAULTSORT:Williams v Roffey Bros and Nicholls (Contractors) Ltd
English enforceability case law
English consideration case law
Court of Appeal (England and Wales) cases
1989 in case law
1989 in British law