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"debt in money payable also immediately, and the one was
"accepted in full payment of the other on both sides, the
"company could have pleaded payment in bar to an action
"brought against them, and the shareholder: could have pleaded
"payment in bar to a corresponding action brought by the
"company against him for calls. This is so where the transaction
"is an honest transaction, and where there is no fraud of any
"kind. That is a payment in cash; it would be proof of payment
"on a plea of payment in cash. If those were the words of
"the contract, or it was a promissory note, it would be sufficient
"evidence of that in a court of law. It appears to me that it is
"sufficient for the Court sitting in a winding-up matter. of
"course one can easily conceive that the thing might have been a
"mere sham, or evasion, or trick to get rid of the effect of the
"Act of Parliament. Any question of sham, or fraud, or deceit,
"seems to be entirely out of the question in this case, because
"everybody knew what was done; every shareholder of the company
"was present, and was a party to the resolution; there was no
"deceit practised on any creditor, nor was there any registration
"of these shares, except an shares paid-up, payment being made
"in the manner I have described".
Lord Justice Mellish when giving Judgment in the same case
stated as follows:- "In the present case I am of opinion that,
"if an action was brought at law for the amount of these shares,
"there would be a valid defence under a plea that money had been
"actually paid in satisfaction of the amount. It is a payment in
"account, because nothing is clearer than that if two parties
"account with each other, and sums are stated to be due on the
"one side and on the other side of the account, and those sums
"are set-off by both parties, it is exactly the same thing as if
"they had been paid. Indeed, it is a general rule of law, that
"in every case where e transaction resolves itself into paying
"money by A, to B., and then handing it back again by B. to A.,
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