(y) Burrough v. Moss, 10 B. & C. 558; Wood v. Ackers, 2 Esp. 594.

(z) The decisions are uniform that a joint debt cannot be set off against a separate debt, nor vice vena. Woods v. Carlisle, 6 N. H. 27; Walker v. Leighton, 11 Mass. 140; Howe v. Sheppard, 2 Sumner, 409; M'Dowell v. Tyson, 14 S. & R. 300; Bibb v. Saunders, 2 Bibb, 86; Armistead v. Butler, 1 Hen. & Munf. 176; Palmer v. Green, 6 Conn. 14; Emerson v. Baylies, 19 Pick. 59; Warren v. Wells, 1 Met 80. And see Grant v. Royal Exch. Ass. Co. 5 M. & S. 439. If there is an express agreement with a person dealing with a firm, that the debts severally due from the members of the firm to that person shall be set off against any demands which the firm may have jointly and separate debts, or debts arising from and resting upon different rights, cannot be set off one against the other. (zz) It sometimes happens that a demand may be set off, due from the person actually and beneficially interested in the suit, although it is brought for his benefit by one who has the legal interest, and is therefore plaintiff of record, but has no other interest. (a)

1 The defendant held as collateral security a policy on the life of the plaintiff's husband, for the surrender of which the plaintiff agreed to pay him her husband's indebtedness. Held, that such indebtedness could be set off against a note for money lent to the defendant; the plaintiff's allowance from her husband's estate being derived solely from this policy. Borchsenius v. Canutson, 100 Ill. 82.

If there is more than one defendant, neither one can set off a demand due to himself alone, but all may set off demands due to all jointly. Nor can a single defendant set off a debt due to him from a part only of two or more plaintiffs. (b)

No demand can be pleaded in set-off, unless it be reasonably certain. But this is meant to exclude only those cases in which a jury must determine the amount of damages by their own estimate or opinion, and not those in which they can ascertain the amount by mere calculation, if they find the claim valid. In general, demands may be set off, which are for liquidated damages; meaning thereby when their amount is specific, or is directly and distinctly ascertainable by calculation; and also all those which usually may be sued for and recovered under the common counts. (c)l on him, such agreement is binding, and the set off may be allowed. Kinnerly v. Hossack, 2 Taunt 170; Hood v. Riley, 8 Green, 127. See Lovel v. Whitridge, 1 McCord, 7; Evernghim v. Ensworth, 7 Wend. 326. So, if the surviving partner sue for a debt due the firm, the defendant may set off a debt due from such a partner alone. Holbrook v. Lackey, 13 Met. 132. But see Meader v. Scott, 4 Vt. 26; Lewis v. Culbertson, 11 S. & R. 48.

(zz) Brewer v. Norcross, 2 Green, 219.

(a) See Campbell v. Hamilton, 4 Wash. C. C. 92. But see infra, nn. (p), (q).

(b) Ross v. Knight, 4 N. H. 23d ; Henderson v. Lewis, 9 S. & R. 379; Banks v. Pike, 15 Me. 268; Fuller v. Wright, 18 Pick. 403; Watson v. Hensel, 7 Watts, 344; Archer v. Dunn, 2 Watts & S. 327; Trammell v. Harrell, 4 Pike, 602; Jones v Gilreath. 6 Ired. 338; Vose v. Philbrook, 3 Story, 335. The statutes in some States are different. But in an action against principal and surety, for the default of the principal, a debt from the plaintiff to the principal alone has in some cases been allowed to be set off. Brundridge v. Whitecomb, 1 D. Chip. 180; Crist v. Brindle, 2 Rawle, 121. Sec Lynch v. Bragg, 13 Ala. 773; Mahurin v. Pearson, 8 N. H. 539; Prince v. Fuller, 34 Maine, 122. And such was the civil law. 2 Story's Eq Jur. § 1442 But see Warren v. Wells, 1 Met. 80; Walkei v. Leighton, 11 Mass. 140. So, where a tax collector gives a joint and several bond to a town, with sureties, and then sues the town in his own name, on an order of the town to him, the town may set off money which the plaintiff has received and not paid over in breach of his bond. Donelson v. Colerain, 4 Met. 430.

(c) This rule arises from the words of owned by him, or payments made by him, in the very same transaction, or even in other but closely connected transactions. They "must, however, be so connected as fairly to authorize the defendant to say that he does not owe the plaintiff, on that cause of action, so much as he seeks, and not that he ought not to pay the plaintiff so much, because on another cause of action the plaintiff owes him. If he can so present and use his claims, he diminishes the plaintiff's claim by way of reduction. (e) Recoupment we consider to belong rather to cases where the same contract lays mutual duties and obligations on the two parties, and one seeking remedy for the breach of duty by the second, the second meets the demand by a claim for a breach of duty against the first.1 But the word is of recent introduction, and is not used with uniformity or precision. (f) The essential difference between recoupment or reduction on the one hand, and set-off on the other, is that in set-off the ground taken by the defendant is that he may owe the plaintiff what he claims; but a part or the whole of this debt is paid in reason and justice by a distinct and unconnected debt which the plaintiff owes him.

1 Under a clause in a policy of insurance that the "loss shall be paid," "the amount of the premium note" "being first deducted," the insured, when sued upon the note, can set off a loss under the policy. Columbian Ins. Co. v. Bean, 113 Mass. 541. See Osgood v. De Groot, 36 In. Y. 348. But a claim for services for so much as they were reasonably worth cannot be set off. Bell v. Ward, 10 R. I. 501. In Massachusetts, by statute, a demand for money paid cannot be set off, unless it is for a sum that is liquidated, or one that may be ascertained by calculation. Taft v. Larkin, 123 Mass. 598.

* It may, perhaps, be doubtful, when compensation for part performance of a contract may be set off against an action for breach of the contract, and when it should rather be given in evidence by way of reduction, or when it can only be used as the ground of a cross-action. (d) This must depend upon the circumstances of the case, and upon the provisions of the statute in the State where the action is tried.