"My bet is they deducted the loan payments from the 45K per month contract fee."
jfburk, if they were foolish enough to do that then they will lose their suit. Doing what you suggest is illegal.
If there was a loan with payments due then their "legal" recourse is to go to court on that matter.
They made a contract where they were bound to pay $45,000 per month. There is no legal way they could withhold those payments as a way to recoup monies owed from the loan unless that was incorporated in the $45,000 per month contract.
Without agreement (signed) from both parties you cannot use a debt from one party to offset a debt from the other party.