Equitable set-off is available for liquidated cross-demands which are not yet payable when proceedings are commenced, not only for unliquidated claims. A party in breach of non-essential terms of a contract is not prevented from rescinding for fundamental breach or repudiation by the other party, provided there is no causal relationship between the breaches and the repudiation. A distribution agreement appointing a sole and exclusive distributor imposes an obligation on the principal to continue in business during the term, and a sale of the principal's entire business and assets constitutes repudiation.
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