Question juridique clé
Whether the respondent could validly set off its counterclaims against the assigned rent claims despite the contractual set-off prohibition and alleged self-dealing by E.___.
Solution extraite
The set-off prohibition applied to all relevant March 2010 rental agreements, but the April 2010 set-off clause was void because of impermissible dual representation. After bankruptcy, however, the parties had agreed that set-off was no longer excluded, so the appellant could not rely on the prohibition to defeat set-off altogether.
Motifs extraits
The March 2010 contracts incorporated the same general conditions with the set-off ban; the April 2010 contracts expressly allowed set-off, but that clause was invalid because E.___ signed for both companies without valid authorization or later approval. Still, the procedural agreement that any set-off ban fell away upon bankruptcy meant the appellant could not obtain relief on that point.