
    * The Scots Charitable Society versus William S. Shaw, Administrator.
    A private statute incorporated certain members of a voluntary assotiation for charitable purposes, and authorized the corporation to receive to their own use all moneys due to the association, and to give receipts for the moneys they should receive, which receipts might be given in evidence m any action that might afterwards be brought on any obligation made to the association:—It. was held that the corporation could give effectual discharges to the debtors, But whether they could support actions against the debtors to the association, — or whether they would not be liable to the members of the association for the moneys received, — Qucere.
    
      The declaration was in assumpsit upon a promissory note made by James Gordon, the defendant’s intestate, dated November 29th, 1765, whereby the said James promised one John Erving, president of the Scots Charitable Society, then so called, one William Murray, treasurer of the same society, and one John Moffat, one of the managers thereof, to pay them or either of their orders, for the use of said society, the sum of 2347. Os. 4 1 -2d. of the late lawful money, &c. The plaintiffs then aver that the said James Gordon died intestate before the 16th day of March, 1786; and that by an act of the legislature of this commonwealth, passed on that day for incorporating The Scots Charitable Society, all the rights, credits and money then due and owing to the said Scots Charitable Society, of which the said John Erving "was president as aforesaid, or to any person or persons for them or their use, were by the act aforesaid confirmed to the said Society by the said act incorporated, whereby the estate, which was of the said James Gordon deceased, became liable and chargeable to the said incorporated society for the contents of said note; yet the said administrator, though requested, &c.
    A verdict was taken for the plaintiffs, subject to the opinion of the Court on the following facts agreed by the parties, viz. “ That John Erving, Esq., survived .the other promisees. The Scots Charitable Society, at the commencement of the revolutionary war, consisted of more than fifty persons, resident in Boston. At that time many of the members became absentees, and the society’s case of papers was carried first to New York, and afterwards to Nova Scotia; and for some years the possessor refused to deliver it up to the members residing in Boston, alleging that the other members were entitled to their proportion of the funds ; but at length, about six years since, he was induced to give it up, by being paid one hundred dollars.
    * When the “ act for incorporating certain persons by the name of the Scots Charitable Society ” passed, which was on the 16th of March, 1786, and which act is agreed to be a part of this case, the number of members in Boston was seventeen or eighteen.
    If by force of the said act, the Scots Charitable Society have a right to maintain this action, upon the note declared on, the parties agree that judgment shall be entered according to the verdict, the costs to be subject to the opinion of the Court; but if the Court shall be of a different opinion, the parties agree that the amount of costs, to which the defendant might be entitled, shall be deducted from the amount of the verdict, and judgment be entered for the balance without costs.
    
      [The act referred to,  in its preamble recites that a number of persons had for many years associated themselves in the town of Boston, for the purpose of joining their charities, for the relief of certain widows, orphans, and other objects of charity, and had raised a common stock, but were unable to recover the moneys they had letten on interest, and to transact the business necessary for supporting the said institution. The first section incorporates certain persons by name, with such other persons as they may hereafter admit, by the name of The Scots Charitable Society, gives them power to have a common seal, and to make by-laws, &c. The 2d section enables them to sue and be sued, to make purchases, and to hold and manage estates, &c. The third section appoints the method of calling the first meeting, &c. The fourth section limits the number of the society. And the fifth section enacts that the society be “ empowered to receive to their use all moneys due to the society heretofore called the Scots Society in Boston, before the passing of this act, and to give receipts for moneys they shall receive, to any person or persons who have heretofore given their obligations to the said Scots Society, which are now in the hands of absentees, which receipts may be given in evidence in any * action that may hereafter be brought on any obligation of the description aforesaid.”]
    
      Dana for the plaintiffs.
    
      Dexter, for the defendant,
    suggested that tne power given the society to sue must relate only to suits thereafter arising on obligations made to the incorporated society. The authority, relative to debts due the voluntary association before existing, is only to receive payment when voluntarily offered by the debtors, and provides that such payment shall be a bar to other actions for such debts.
    
      
      
        Special Laws, vol. 1, 118.
    
   Sewall, J.,

delivered the opinion of the Court.

The statute, and the particular section of it relied on for the plaintiffs, are so particular in designating the circumstances, which according to the facts stated are descriptive of the note declared on, and the state of the demand, as to be conclusive in their favor, as to their interest in the note, and their authority to discharge it upon payment, unless the legislature are incompetent to establish a right of this description by a private statute. ■ And upon this point there would be some cause of doubt, if the statute changed, in any respect, the condition of the promiser in the note ; or, as the case is, of his representatives. It seems to be admitted on the part of the administrator, that the note is due from the estate of his intestate, and payable to some person ; and the only question, that seems to be made on his behalf, is to whom; where shall the payment be made to avail, according to the fair intentions of the contract, and with safety to the parties liable for the demand ?

These questions the legislature have attempted to answer, by designating the incorporated society, as the party to whom moneys heretofore due and payable to the voluntary society are to be paid, and to avail. For this purpose the incorporated society is clothed with an authority to receive to their use all moneys due to the voluntary society ; and this act, made at the intercession of certain members of the voluntary society, will avail, so far at least as the agency in the collection is required, to transfer the right * originally vested in the voluntary society, or rather in their nominal trustees; and under these circumstances the parties liable have a legal security in paying as the statute directs.

In this decision it is not necessary to construe the statute to be a transfer also of the beneficial interest and claims of the members of the voluntary society. . As to them, the incorporated society may, after all, continue liable for all moneys received under this legislative provision.

Whether, however, a right of action is given by the statute for the moneys, which the legislature have authorized the incorporated society to receive, is another question, and one in which the rights of the supposed debtors are essentially involved. They may be thus exposed to two actions upon one and the same demand; and the question seems decided by the caution used by the legislature in this respect. The authority to receive, and to give an effectual discharge, does not necessarily imply an authority to demand or enforce the payment, by an action at law; and the expressions of the statute indicate a different intention.

Upon the whole, the judgment upon the agreement of the parties is to be entered, that the plaintiffs recover the sum found by the verdict, deducting the defendant’s costs; and no costs are to be taxed for the plaintiffs, 
      
      
         [It seems plainly to have been the intent of the act to empower the coiporatzva to demand, sue for, and receive, the moneys in question, to their own use. — Ed.]
     