Set-off (law)

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In law, set-off or netting is a legal technique applied between persons or businesses with mutual rights and liabilities, replacing gross positions with net positions. [1] [2] It permits the rights to be used to discharge the liabilities where cross claims exist between a plaintiff and a respondent, the result being that the gross claims of mutual debt produce a single net claim. [3] The net claim is known as a net position . In other words, a set-off is the right of a debtor to balance mutual debts with a creditor.

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Any balance remaining due either of the parties is still owed, but the mutual debts have been set off. The power of net positions lies in reducing credit exposure, and also offers regulatory capital requirement and settlement advantages, which contribute to market stability. [4]

Difference between set-off and netting

Whilst netting and set-off are often used interchangeably, a legal distinction is made between netting, which describes the procedure for and outcome of implementing a set-off. By contrast set-off describes the legal bases for producing net positions. Netting describes the form such as novation netting or close-out netting, whilst set-off describes judicially-recognised grounds such as independent set-off or insolvency set-off. Therefore, netting or setting off gross positions involves the use of offsetting positions with the same counter-party to address counter-party credit risk.

Mutuality

The law does not permit counter-parties to use third party debt to set off against an un-related liability. [5] All forms of set-off require mutuality between claim and cross claim. This protects property rights both inside insolvency and out, primarily by ensuring that a non-owner cannot benefit from insolvency.

Market effect

The primary objective of netting is to reduce systemic risk by lowering the number of claims and cross claims which may arise from multiple transactions between the same parties. This prevents credit risk exposure, and prevents liquidators or other insolvency officers from cherry-picking transactions which may be profitable for the insolvent company. [6]

Netting

At least three principal forms of netting may be distinguished in the financial markets. [7] Each is heavily relied upon to manage financial market, specifically credit, risk

Since claims are a major form of property nowadays and since creditors are often also debtors to the same counterparty, the law of set off is of paramount importance in international affairs

— P. Wood, Title Finance, Derivatives, Securitisation, Set off and Netting, (London: Sweet & Maxwell, 1995), 72

Novation netting

Also called rolling netting, netting by novation involves amending contracts by the agreement of the parties. This extinguishes the previous claims and replaces them with new claims.

Suppose that on Monday, 'A' and 'B' enter into transaction 1, whereby A agrees to pay B £1,000,000 on Thursday. On Tuesday A and B enter into transaction 2, whereby B agrees to pay A £400,000 on Thursday. Novation netting takes effect on Tuesday to extinguish the obligations of the parties under both transaction 1 and 2, and to create in their place a new obligation on A to pay to B £600,000 on Thursday.

— Benjamin,Joanna, Financial Law (2007, Oxford University Press), 267

This differs from settlement netting (outlined below) because the fusion of both claims into one, producing a single balance, occurs immediately at the conclusion of each subsequent contract. This method of netting is crucial in financial settings, particularly derivatives transactions, as it avoids cherry-picking in insolvency. [8] The effectiveness of pre-insolvency novation netting in an insolvency was discussed in British Eagle International Airlines Ltd v Compagnie Nationale Air France [1975] 1 WLR 758. Similar to settlement netting, novation netting is only possible if the obligations have the same settlement date. This means that if, in the above example, transaction-2 was to be paid on Friday, the two transactions would not offset.

Close out netting

An effective close-out netting scheme is said to be crucial for an efficient financial market. [9] Close out netting differs from novation netting in that it extends to all outstanding obligations of the party under a master agreement similar to the one used by ISDA. These traditionally only operate upon an event of default or insolvency. In the event of counterparty bankruptcy or any other relevant event of default specified in the relevant agreement if accelerated (i.e. effected), all transactions or all of a given type are netted (i.e. set off against each other) at market value or, if otherwise specified in the contract or if it is not possible to obtain a market value, at an amount equal to the loss suffered by the non-defaulting party in replacing the relevant contract. The alternative would allow the liquidator to choose which contracts to enforce and which not to (and thus potentially "cherry pick"). [10] There are international jurisdictions where the enforceability of netting in bankruptcy has not been legally tested.[ citation needed ] The key elements of close out netting are:

Similar methods of close out netting exist to provide standardised agreements in market trading relating to derivatives and security lending such asrepos, forwards or options. [12] The effect is that the netting avoids valuation of future and contingent debt by an insolvency officer and prevents insolvency officers from disclaiming executory contract obligations, as is allowed within certain jurisdictions such as the US and UK. [13] The mitigated systemic risk which is induced by a close out scheme is protected legislatively. Other systemic challenges to netting, such as regulatory capital recognition under Basel II and other Insolvency-related matters seen in the Lamfalussy Report [14] has been resolved largely through trade association lobbying for law reform. [15] In England and Wales, the effect of British Eagle International Airlines Ltd v Compagnie Nationale Air France has largely been negated by Part VII of the Company Act 1989 which allows netting in situations which are in relation to money market contracts. In regard to the BASEL Accords, the first set of guidelines, BASEL I, was missing guidelines on netting. BASEL II introduced netting guidelines.

Settlement netting

For cash settled trades, this can be applied either bilaterally or multilaterally and on related or unrelated transactions. Obligations are not modified under settlement netting, which relates only to the manner in which obligations are discharged. [16] Unlike close-out netting, settlement netting is only possible in relation to like-obligations having the same settlement date. These dates must fall due on the same day and be in the same currency, but can be agreed in advance. [17] Claims exist but are extinguished when paid. To achieve simultaneous payment, only the act of payment extinguishes the claim on both sides. This has the disadvantage that through the life of the netting, the debts are outstanding and netting will likely not occur, the effect of this on insolvency was seen in the above-mentioned British Eagle. These are routinely included within derivative transactions as they reduce the number and volume of payments and deliveries that take place but crucially does not reduce the pre-settlement exposure amount.

  • Bilateral Net Settlement System: A settlement system in which every individual bilateral combination of participants settles its net settlement position on a bilateral basis.
  • Multilateral Net Settlement System: A settlement system in which each settling participant settles its own multilateral net settlement position (typically by means of a single payment or receipt).

Set-off

Set-off, also sometimes "set off", [18] is a legal event and therefore legal basis is required for the proposition that two or more gross claims are to be netted. Of these legal bases, a common form is the legal defense of set-off, which was originally introduced to prevent the unfair situation whereby a person ("Party A") who owed money to another ("Party B") could be sent to debtors' prison, despite the fact that Party B also owed money to Party A. The law thus allows both parties to defer payment until their respective claims have been heard in court. This operated as an equitable shield, but not a sword. Upon judgment, both claims are extinguished and replaced by a single net sum owing (e.g. If Party A owes Party B 100 and Party B owes Party A 105, the two sums are set off and replaced with a single obligation of 5 from Party B to Party A). Set-off can also be incorporated by contractual agreement so that, where a party defaults, the mutual amounts owing are automatically set off and extinguished.

In certain jurisdictions, including the UK, [19] certain types of set-off take place automatically upon the insolvency of a company. This means that, for each party which is both a creditor and debtor of the insolvent company, mutual debts are set-off against each other, and then either the bankrupt's creditor can claim the balance in the bankruptcy or the trustee in bankruptcy can ask for the balance remaining to be paid, depending on which side owed the most. This principle has been criticized [20] as an undeclared security interest which violates the principle of pari passu. The alternative, where a creditor has to pay all its debts, but receives only a limited portion of the leftover moneys that other unsecured creditors get, poses the danger of 'knock-on' insolvencies, and thus a systemic market risk. [21] [22] Even still, three core reasons underpin and justify the use of set-off. First, the law should uphold pre-insolvency autonomy and set-offs as parties invariably rely on the pre-insolvency commitments. This is a core policy point. Second, as a matter of fairness and efficiency both outside and inside insolvency reduces negotiation and enforcement costs. [23] Third, managing risk, particularly systemic risk, is crucial. Clearing house rules offer stipulation that relationships with buyer and sellers are replaced by two relationships between buyer and clearing house, and seller and clearing out. The effect is an automatic novation, meaning all elements are internalized in current accounts. This can be in different currencies as long as they are converted during calculation.

The right to set off is particularly important when a bank's exposures are reported to regulatory authorities, as is the case in the EU under financial collateral requirements. If a bank has to report that it has lent a large sum to a borrower and so is exposed because of the risk that the borrower might default, thereby leading to the loss of the money of the bank or its depositors, is thus replaced. The bank has taken security over shares or securities of the borrower with an exposure of the money lent, less the value of the security taken.

There are financial regulations pertaining to netting set out by certain trade associations. The British International Freight Association (BIFA) standard trading conditions do not permit set-off. [24]

Set-off by jurisdiction

Canadian law

Canadian case-law in relation to set-off in construction contracts includes:

  • Swagger Construction Ltd v. University of British Columbia (2000): the British Columbia Supreme Court ruled that "when a claim is made by a Contractor for the price of work and labour done, the Owner is entitled, in the absence of a provision in the Contract to the contrary, to set-off against the amount claimed any damages which he has suffered as a result of the Contractor's breach of the Contract". [25]
  • Armenia Rugs/Tapis v. Axor Construction Canada, an Ontario case relating to sub-contracted work on the RCMP building in Ottawa. [26] The judge's ruling made reference to both statutory or legal set-off, and equitable set-off, which apply under Canadian law. [27]

English law

Under English law, there are broadly five types of set-off which have been recognised: [28] [29] [30]

  1. Legal set-off or Independent set-off, [5] also known as statutory set-off: this arises where a claim and a counterclaim in a court action are both liquidated sums or ascertained with certainty. This is wider than insolvent set-off, but the claim and cross claim must be mutual and liquidated. In such cases the court will simply set-off the amounts and award a net sum. The two claims do not need to be intrinsically connected.
  2. Equitable set-off or Transaction set-off: outside of litigation, where two mutual claims arise out of the same matter or a sufficiently closely related matter, the claims will set off in equity, [5] but only if it would be unjust to enforce one claim and not the other. [31] Both sums must be due and payable, but may be for liquidated or unliquidated sums. Unlike Independent set-off, this is not self-executing. Rawson v Samuel (1848) was an established leading case which held that equitable set-off was available as a defence when "the title of the Plaintiff to his demand is impeached", for example when a contractual claim for payment is made but the debtor makes a claim for unliquidated damages. [32] [33] The 2010 Court of Appeal case involving Geldof Mettalconstructie NV and Simon Carves Ltd. looked at claims by two companies in relation to two contracts between them, one to supply goods, and the other to install them, which had been separately awarded. The court found sufficient connection between the two contracts to allow the claim under the installation contract to be set off against the claim under the supply contract. [31]
  3. Contractual Set-off, made by express agreement: often netting will arise through express agreement to the parties. The ISDA master agreement is an example of this type, which is ineffective against an insolvent party but is often used to address pre-insolvency credit risk and reduce the need for collateral.
  4. Banker's set-off or Current Account Set-off: sometimes referred to as a banker's right to combine accounts, this is a special form of set-off which is implied into contractual agreements with bankers and allows banks to offset sums in one account against another account which is overdrawn from the same client. [34] However, the right cannot be exercised if one of the accounts is a loan account, or if the bank has agreed not to exercise the right, or if the bank has notice that the sums in the account are for a specific purpose, [35] or on trust for another party. It is said to derive from a banker's lien; however, this is misleading as it is only available where both accounts are maintained in the same capacity. Difference in currency will not prevent this right, however. [36]
  5. Insolvency set-off: perhaps the most expensive form of set off. Under section 323 of the Insolvency Act 1986 [37] where a person goes into bankruptcy or a company goes into liquidation, mutual debts are automatically set-off. This is a mandatory operation in bilateral situations. Whether the debt is liquidated or unliquidated does not matter, and the set-off will apply to future or contingent claims if the debts are provable. Insolvency set-off operates on liquidation and administration, where the administrator gives notice of his intention to make a distribution. [38]

The five types of set off are extremely important as a matter of efficiency and of mitigating risk. Contractual set offs recognised as an incident of party autonomy whereas banker right of combination is considered a fundamental implied term. It is an essential aspect for cross-claims, especially when there exits overlapping obligations. Common features of set-off are that they are confined to situations where claim and cross claim are for money or reducible to money and it requires mutuality.

European Union law

European Union law governs set-off through the Financial Collateral Directive 2002/47/EC. [39]

US law

The Statute of Limitations prevents court action to recover overpayment after 6 years, but legislation enacted in 1983 allows overpayments to be recovered by "administrative setoff" for up to ten years. [40]

See De Magno v. United States, 636 F.2d 714, 727 (D.C. Cir. 1980) (district court had jurisdiction over claim involving VA's “affirmative action against an individual whether by bringing an action to recover on an asserted claim or by proceeding on its common-law right of set-off”) (discussing similar language of predecessor statute, 38 U.S.C. § 211).

See, e.g., United States v. Munsey Trust Co., 332 U.S. 234, 239, 67 S.Ct. 1599, 1601, 91 L.Ed. 2022 (1947) ("government has the same right 'which belongs to every creditor, to apply the unappropriated moneys of his debtor, in his hands, in extinguishment of the debts due to him' " (quoting Gratiot v. United States, 40 U.S. (15 Pet.) 336, 370, 10 L.Ed. 759 (1841))); see also Tatelbaum v. United States, 10 Cl.Ct. 207, 210 (1986) (set-off right is inherent in the United States government and grounded on common law right of every creditor to set off debts).

Related Research Articles

A creditor or lender is a party that has a claim on the services of a second party. It is a person or institution to whom money is owed. The first party, in general, has provided some property or service to the second party under the assumption that the second party will return an equivalent property and service. The second party is frequently called a debtor or borrower. The first party is called the creditor, which is the lender of property, service, or money.

<span class="mw-page-title-main">Insolvency</span> State of being unable to pay ones debts

In accounting, insolvency is the state of being unable to pay the debts, by a person or company (debtor), at maturity; those in a state of insolvency are said to be insolvent. There are two forms: cash-flow insolvency and balance-sheet insolvency.

Accord and satisfaction is a contract law concept about the purchase of the release from a debt obligation. It is one of the methods by which parties to a contract may terminate their agreement. The release is completed by the transfer of valuable consideration that must not be the actual performance of the obligation itself. The accord is the agreement to discharge the obligation and the satisfaction is the legal "consideration" which binds the parties to the agreement. A valid accord does not discharge the prior contract; instead it suspends the right to enforce it in accordance with the terms of the accord contract, in which satisfaction, or performance of the contract will discharge both contracts. If the creditor breaches the accord, then the debtor will be able to bring up the existence of the accord in order to enjoin any action against him.

A guarantee is a form of transaction in which one person, to obtain some trust, confidence or credit for another, engages to be answerable for them. It may also designate a treaty through which claims, rights or possessions are secured. It is to be differentiated from the colloquial "personal guarantee" in that a guarantee is a legal concept which produces an economic effect. A personal guarantee by contrast is often used to refer to a promise made by an individual which is supported by, or assured through, the word of the individual. In the same way, a guarantee produces a legal effect wherein one party affirms the promise of another by promising to themselves pay if default occurs.

<span class="mw-page-title-main">Novation</span> Legal concept of substituting a new contract in place of an old one

Novation, in contract law and business law, is the act of –

  1. replacing an obligation to perform with another obligation; or
  2. adding an obligation to perform; or
  3. replacing a party to an agreement with a new party.

Pinnel's Case [1602] 5 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 to pay the whole.

Bankruptcy in the United Kingdom is divided into separate local regimes for England and Wales, for Northern Ireland, and for Scotland. There is also a UK insolvency law which applies across the United Kingdom, since bankruptcy refers only to insolvency of individuals and partnerships. Other procedures, for example administration and liquidation, apply to insolvent companies. However, the term 'bankruptcy' is often used when referring to insolvent companies in the general media.

<span class="mw-page-title-main">Security interest</span> Legal right between a debtor and creditor over the debtors property (collateral)

In finance, a security interest is a legal right granted by a debtor to a creditor over the debtor's property which enables the creditor to have recourse to the property if the debtor defaults in making payment or otherwise performing the secured obligations. One of the most common examples of a security interest is a mortgage: a person borrows money from the bank to buy a house, and they grant a mortgage over the house so that if they default in repaying the loan, the bank can sell the house and apply the proceeds to the outstanding loan.

<span class="mw-page-title-main">United Kingdom insolvency law</span> Law in the United Kingdom of Great Britain and Northern Ireland

United Kingdom insolvency law regulates companies in the United Kingdom which are unable to repay their debts. While UK bankruptcy law concerns the rules for natural persons, the term insolvency is generally used for companies formed under the Companies Act 2006. Insolvency means being unable to pay debts. Since the Cork Report of 1982, the modern policy of UK insolvency law has been to attempt to rescue a company that is in difficulty, to minimise losses and fairly distribute the burdens between the community, employees, creditors and other stakeholders that result from enterprise failure. If a company cannot be saved it is liquidated, meaning that the assets are sold off to repay creditors according to their priority. The main sources of law include the Insolvency Act 1986, the Insolvency Rules 1986, the Company Directors Disqualification Act 1986, the Employment Rights Act 1996 Part XII, the EU Insolvency Regulation, and case law. Numerous other Acts, statutory instruments and cases relating to labour, banking, property and conflicts of laws also shape the subject.

<i>British Eagle International Airlines Ltd v Compagnie Nationale Air France</i>

British Eagle International Air Lines Ltd v Cie Nationale Air France [1975] 1 WLR 758 is a UK insolvency law case, concerning priority of creditors in a company winding up.

Re Bank of Credit and Commerce International SA [1998] AC 214 is a UK insolvency law case, concerning the taking of a security interest over a company's assets and priority of creditors in a company winding up.

<span class="mw-page-title-main">South African contract law</span> Law about agreements between two or more parties

South African contract law is "essentially a modernized version of the Roman-Dutch law of contract", and is rooted in canon and Roman laws. In the broadest definition, a contract is an agreement two or more parties enter into with the serious intention of creating a legal obligation. Contract law provides a legal framework within which persons can transact business and exchange resources, secure in the knowledge that the law will uphold their agreements and, if necessary, enforce them. The law of contract underpins private enterprise in South Africa and regulates it in the interest of fair dealing.

<span class="mw-page-title-main">Financial law</span> Legal rules relating to financial instruments and financial assets

Financial law is the law and regulation of the commercial banking, capital markets, insurance, derivatives and investment management sectors. Understanding financial law is crucial to appreciating the creation and formation of banking and financial regulation, as well as the legal framework for finance generally. Financial law forms a substantial portion of commercial law, and notably a substantial proportion of the global economy, and legal billables are dependent on sound and clear legal policy pertaining to financial transactions. Therefore financial law as the law for financial industries involves public and private law matters. Understanding the legal implications of transactions and structures such as an indemnity, or overdraft is crucial to appreciating their effect in financial transactions. This is the core of financial law. Thus, financial law draws a narrower distinction than commercial or corporate law by focusing primarily on financial transactions, the financial market, and its participants; for example, the sale of goods may be part of commercial law but is not financial law. Financial law may be understood as being formed of three overarching methods, or pillars of law formation and categorised into five transaction silos which form the various financial positions prevalent in finance.

Insolvency law of Russia mainly includes Federal Law No. 127-FZ "On Insolvency (Bankruptcy)" and Federal Law No. 40-FZ "On Insolvency (Bankruptcy) of Credit Institutions".

A Personal Insolvency Arrangement (PIA) is a statutory mechanism in Ireland for individuals who cannot repay their debts as they come due but who wish to avoid bankruptcy. The arrangement is one of the three alternatives authorized under Ireland's Personal Insolvency Act 2012; Debt Settlement Arrangements (DSA) and Debt Relief Notices (DRN) are the other two arrangements. A PIA is a legal agreement between a debtor and their creditors that is mediated and administered by a Personal Insolvency Practitioner (PIP). A PIA usually lasts for a term of six years and must include both unsecured debt and secured debts.

<span class="mw-page-title-main">British Virgin Islands bankruptcy law</span>

British Virgin Islands bankruptcy law is principally codified in the Insolvency Act, 2003, and to a lesser degree in the Insolvency Rules, 2005. Most of the emphasis of bankruptcy law in the British Virgin Islands relates to corporate insolvency rather than personal bankruptcy. As an offshore financial centre, the British Virgin Islands has many times more resident companies than citizens, and accordingly the courts spend more time dealing with corporate insolvency and reorganisation.

<span class="mw-page-title-main">Cayman Islands bankruptcy law</span>

Cayman Islands bankruptcy law is principally codified in five statutes and statutory instruments:

Anguillan bankruptcy law regulates the position of individuals and companies who are unable to meet their financial obligations.

Australian insolvency law regulates the position of companies which are in financial distress and are unable to pay or provide for all of their debts or other obligations, and matters ancillary to and arising from financial distress. The law in this area is principally governed by the Corporations Act 2001. Under Australian law, the term insolvency is usually used with reference to companies, and bankruptcy is used in relation to individuals. Insolvency law in Australia tries to seek an equitable balance between the competing interests of debtors, creditors and the wider community when debtors are unable to meet their financial obligations. The aim of the legislative provisions is to provide:

In Bulgaria, the law of obligations is set out by the Obligations and Contracts Act (OCA). According to article 20a, OCA contracts shall have the force of law for the parties that conclude them.

References

  1. ↑ David Southern Set off revisited (1994) NJL 1412, 1412
  2. ↑ Halesowen Presswork & Assemblies Ltd v Westminster Bank Ltd [1970] 3 All ER 473 at 488, per Buckley LJ
  3. ↑ Joanna Benjamin, Financial Law (2007, Oxford University Press), p264
  4. ↑ Louise Gullifer, Goode and Gullifer on Legal Problems of Credit and Security, Sweet & Maxwell, 7th ed., 2017
  5. 1 2 3 P Wood, Title Finance, Derivatives, Securitisation, Set-off and Netting, (London: Sweet & Maxwell, 1995), 189
  6. ↑ Finch, Milman Corporate Insolvency Law (2016, Cambridge University Press, Third edition)
  7. ↑ Jan Woltjer (March 2002). "Risk Management in Netting schemes for settlement of securities transactions" (PDF). World Bank.
  8. ↑ Commissioner for HMRC v Entin [2006] BCC 955 per Lightman J [21]
  9. ↑ EFMLG The regulation of close out netting in the new member states of the European Union 2005, 3
  10. ↑ ISDA 2002 Master Agreement, Section 2(1)(a)(iii)
  11. ↑ See the Financial Collateral Directive (Directive 2002/47/EC, Art 2(1)(n)
  12. ↑ ISDA master agreement
  13. ↑ Cf Insolvency Rules 1986 Rule 4.90
  14. ↑ European Commission,Report from the Commission to the Council and European Parliament, Evaluation Report on the Financial Collateral Arrangements Directive (2002/47/EC), 2006, COM (2006) 833 final, 10
  15. ↑ Benjamin, 269
  16. ↑ P Wood, Title Finance, Derivatives, Securitisation, Set off and Netting, (London: Sweet & Maxwell, 1995),153-5
  17. ↑ Joanna Benjamin, Financial Law (2007, Oxford University Press), p274
  18. ↑ Weatherall, I. and Ryan, S., THE BASICS: WHAT IS SET OFF AND WHEN DOES THE RIGHT TO SET OFF ARISE?, Gowling WLG, published 6 August 2019, accessed 1 October 2022
  19. ↑ Insolvency Act 1986, section 323; Insolvency Rules 1986, rule 4.90.
  20. ↑ Riz Mokal Corporate Insolvency Law (Oxford: Oxford University Press 2005)
  21. ↑ Louise Gullifer, Goode and Gullifer on Legal Problems of Credit and Security (Sweet & Maxwell, 7th ed) 2017
  22. ↑ Roy Goode, Principles of Corporate Insolvency (Fourth Edition, Sweet & Maxwell 2013), 278
  23. ↑ Stein v Blake [1993]; Halesowen Presswork
  24. ↑ BIFA standard trading condition 21(A), which refers to payment being due "without reduction or deferment on account of any claim, counterclaim or set-off", quoted in Court of Appeal (Civil Division), Röhlig (UK) Ltd v Rock Unique Ltd, EWCA Civ 18 (20 January 2011), accessed 23 September 2022
  25. ↑ Quoted by Vetsch, P. A. K. in Canada: Effect Of Consultant Certifying Application For Progress Payment, published 27 August 2008, accessed 9 December 2020
  26. ↑ Superior Court of Justice of Ontario, Armenia Rugs v. Axor Construction, [2006] O.T.C. 261 (SC), 20 March 2006
  27. ↑ Withholding of progress payment by general contractor deemed unfair, Daily Commercial News, published 1 January 2006, accessed 14 November 2022
  28. ↑ "Practical Law: set-off". Thomson Reuters. Retrieved 11 May 2016.
  29. ↑ Roy Goode, Principles of Corporate Insolvency (Fourth Edition, Sweet & Maxwell 2013), 278
  30. ↑ Joanna Benjamin, Financial Law (2007, Oxford University Press), p274
  31. 1 2 Sweigart, R. L. and Farmer, S. P., Equitable Set Off of Claims in England: When Separate Contracts May Be Close Enough, Pillsbury Advisory, published 3 August 2010, accessed 13 September 2022
  32. ↑ [1848] CR and TH 161, 41
  33. ↑ Glover, J., Cross-contract set-off, Fenwick Elliott: Annual Review 2011/12, accessed 14 November 2022
  34. ↑ National Westminster Bank Ltd v Halesowen Presswork & Assemblies Ltd [1972] AC 785
  35. ↑ Barclays Bank Ltd v Quistclose Investments Ltd [1968] UKHL 4
  36. ↑ Miliangos v George Frank Ltd [1976] AC 443
  37. ↑ Rule 4.90 of the Insolvency Rules 1986 for companies
  38. ↑ Rules 14.25 and 14.25 of the Insolvency Rules 1986
  39. ↑ European Commission, Financial collateral - Directive 2002/47/EC, accessed 9 December 2020
  40. ↑ U.S. Comptroller General, B-211213: The Department of Labor -- Request for Advance Decision, page 4, published 21 April 1983, accessed 1 September 2022

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