It is difficult to comprehend the grounds of this defence. It is admitted that the defendants were carrying on business as partners, in the name of the Norton Furnace Company ; and that A. A. Lincoln, Jr., as their authorized agent, made the instrument in question in their name, for money due to the plaintiff. Whatever the written instrument may be called, it is an admission of a debt due to the plaintiff; and the law implies the promise to pay it.

It is objected that the declaration is not good as for money had and received. Were this a declaration at common law, there might be some weight in the objection; though even in that case, when a debt had been liquidated by a note or memorandum in writing, such note or memorandum was itself evidence of money due, and might be given in evidence on a count for money had and received. But this is under the practice act, where it is sufficient to set out by copy the memorandum in writing; the further averment, that thereby the defendant is indebted to the plaintiff, is a mere legal inference from the memorandum, not a traversable fact. It is good therefore as a declaration on the contract. The case of Osgood v. Pearsons, 4 Gray, 455, is directly in point. Exceptions overruled.