Where purported employment contracts are shams designed to disguise a share sale and defraud the revenue, the court will of its own motion decline to enforce them, even where neither party raises illegality. The ordinary principle of restitution on reversal of a judgment on appeal applies to monies paid under such an erroneous judgment, notwithstanding the illegality of the underlying contract. In determining whether to withhold enforcement, the court considers the degree of involvement in illegality, the seriousness of the illegality, the expected benefit to each party, and the consequences of refusing enforcement.
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