Simon's Legal Resources

Set-off - Legal

. Scott v. Golden Oaks Enterprises Inc.

In Scott v. Golden Oaks Enterprises Inc. (SCC, 2024) the Supreme Court of Canada dismissed a civil litigation appeal, here where the main question was "how the common law doctrine of corporate attribution should be applied to a “one-person” corporation controlled by its sole officer, shareholder, and directing mind".

Here the court briefly characterizes 'legal set-off':

[90] Under legal set-off, which generally arises by statute, both obligations must be liquidated debts and there must be mutuality, meaning that the debts must be between the same parties and in the same capacity (Holt v. Telford, 1987 CanLII 18 (SCC), [1987] 2 S.C.R. 193, at p. 204; Palmer, at pp. 4-5 and 21; J. A. M. Judge and M. E. Grottenthaler, “Legal and Equitable Set-Offs” (1991), 70 Can. Bar Rev. 91, at pp. 94-97; Honsberger and DaRe, at pp. 332 and 451-52; Wood, at pp. 100-101).

. Canaccord Genuity Corp. v Pilot

In Canaccord Genuity Corp. v. Pilot (Ont CA, 2015) the Court of Appeal set out one of the distinctions between legal and equitable set-off:

[57] In that case, the Supreme Court held that, while legal set-off required mutual debts, equitable set-off could apply where the defendant claimed a money sum arising out of the same contract or series of events that gave rise to the plaintiff’s claim, or was closely connected with that contract or series of events. ...