Bkaley, J.
The plaintiff asks by a bill of interpleader for protection against suits by the defendants to recover the proceeds of a policy in which it disclaims any interest, and, on filing the bill, *225irregularly paid the money into court to abide the result between the rival claimants. If, however, an obligation to one of the defendants connected with the assignment of the policy which cannot be determined in a litigation between themselves has been incurred, no decree allowing the company to retire and ordering, them to interplead should be entered. It is settled that such a decree is an adjudication relieving the plaintiff from all further liability to either claimant. National Life Ins. Co. v. Pingrey, 141 Mass. 411, 413. Killian v. Ebbinghaus, 110 U. S. 568, 572. The defendants having denied some of the material allegations, the plaintiff, before it could be discharged, was required to show affirmatively that the bill could be maintained. Bristol Savings Bank v. Holley, 77 Conn. 225. City Bank v. Bangs, 2 Paige, 570. Bolton v. Williams, 4 Bro. Ch. 297. But not having joined issue, the averments of fact in the answers must he treated as admitted. Perkins v. Nichols, 11 Allen, 542.
It appears that the defendant Cook, who is the assured and the alleged assignor, denies the execution of the assignment of the policy, although he admits his liability for a part of the indebtedness for which it was taken as security. The defendant Stanley, the alleged assignee and creditor, while relying on the assignment, further avers that he was induced to lend the money through the representations and warranty of the plaintiff that the instrument was valid. This question, upon which we express no opinion, cannot be litigated on a bill of interpleader. Welch v. Boston, 208 Mass. 326, 327, 328. The plaintiff is not entitled to the aid of a court of equity to forestall an action at law by the assignee where there is no privity of contract between itself and the owners of the proceeds as alleged in the bill. First National Bank of Morristown v. Bininger, 11 C. E. Green, 345. Crawshay v. Thornton, 7 Sim. 391; S. C. 2 Myl. & Cr. 1.
It is urged, however, under the decision in Salisbury Mills v. Townsend, 109 Mass. 115, that, even if it may be responsible in damages, the plaintiff would have no right to reimbursement from the proceeds, the distribution of which depends upon the title of the claimants, and the fund is to be treated as not affected by any cause of action arising from its conduct. The controversy in Salisbury Mills v. Townsend arose over the right of the defendants severally to a dividend on certain shares of the plaintiff’s *226capital stock which had been fraudulently transferred on the books of the corporation by the trustee of one of the claimants to the other claimant. It was decided, that, whether the corporation could be held liable to the party defrauded for permitting the transfer where it had constructive notice from the wording of the certificate that the shares were held in trust, did not prevent the court from determining on a bill of interpleader to whom the dividend rightfully belonged. See Loring v. Salisbury Mills, 125 Mass. 138. But the corporation had not acknowledged the right of either claimant to the stock or to the dividend. It was a mere stakeholder as to the dividend. The plaintiff in the present case having expressly recognized the title of the assignee as valid, it voluntarily aided him in so far as it was able to the prejudice of the policy holder. If the defendants are ordered to interplead and the assignee prevails, the plaintiff irrespective of the outcome is relieved at least from the burden of an independent suit based on its warranty and representations, and it having ceased to be a mere depositary indifferent to the result, the decree dismissing the bill must be affirmed with costs. National Security Bank of Boston v. Batt, 215 Mass. 489. Marvin v. Ellwood, 11 Paige, 365. Lincoln v. Rutland & Burlington Railroad, 24 Vt. 639.
Ordered accordingly.