“Both setoff and recoupment existed at common law, but their scope has been modified, expanded, and ultimately merged by subsequent statutory and decisional law. The final equitable concept of ‘offset’ recognizes that the debtor may satisfy a creditor’s claim by acquiring a claim that serves to counterbalance or to compensate for the creditor’s claim…. [C]ourts use the terms ‘offset’ and ‘setoff’ interchangeably, often switching between them from sentence to sentence, supporting the conclusion that there is no substantive difference between them.” 4 Ann Taylor Schwing, California Affirmative Defenses 2d § 44:1, at 4–5 (1996).
offset, vb. To balance or calculate against; to compensate for (the gains offset the losses).