*The Chancellor :—It is doubtful whether the matters stated in the complainant’s bill would afford him any valid defence to an action on the note in a court of law. Although he may have a perfect remedy at law to recover for the breach of the agreement by the defendants, if he cannot avail himself of it as a matter of defence to an action on the note, he has a right to come here for the purpose of having the note cancelled, and to recover the balance which may be due to him. If a defendant in a court of law has a distinct and separate demand against the plaintiff, which is not a proper subject of off-set there, he cannot generally come into this court for relief, unless the plaintiff is insolvent. His proper course is to pay the plaintiff’s demand, and then prosecute for his own; but if his claim arise out of the same transaction or contract as that of the plaintiff, so that in equity the plaintiff never had any right to recover against him, if the defendant cannot avail himself of his *219claim as a defence at law, he may come into the court for' relief. He is not'obliged to pay an unjust demand, although' may recover back a greater amount in damages in a suit instituted by himself.
If the allegations in the complainant’s bill are true, he has a right to insist that the defendants keep the stock, at its market value at the time they violated the agreement and refused to re-assign to him; and that they pay the balance, after deducting the amount of the loan and interest" up to that time.
Demurrer overruled, with costs.