(dissenting.) I do not concur in the result reached by the learned presiding justice, for reasons which may be briefly stated. The plaintiff sues in her individual right and as executrix of her husband. Her claim is predicated upon the written agreement which is set forth in the complaint, and which has been analyzed by the presiding justice. It may be difficult to determine just what the plaintiff’s status thereunder was, but it seems to me to be more nearly analogous to that of a partner than any other. The agreement itself provided that the death of one of the two partners should not work a dissolution of the copartnership. Notwithstanding this provision, unless we assume that plaintiff became a copartner, the copartnership would have been dissolved, there remaining but one person, who of himself could not constitute a copartnership, it requiring, for that purpose, more than one individual. After the death of plaintiff’s husband she was accorded, by the terms of the agreement, every right usually accorded to partners except the active management of the business. Even in regard to what should become of the good-will and firm name in the event of a dissolution between the plaintiff and the defendant, which was contemplated, provision was made for its reverting to the plaintiff, and it was only in the event of the death of plaintiff and her husband that it became the property of the defendant. It is unnecessary for us to determine what might be the relation of these parties as to creditors. Cases occur where persons who, as between themselves, are not partners, have been held as to creditors to be partners. The reverse of this proposition seems to me to be one likely to occur,—that a partnership relation will exist between persons, one of whom it might be difficult to hold to the liability of a partner so far as the creditors might be concerned. Of this latter kind the present case, I think, furnishes a good illustration. The fact that the plaintiff is to have the right to examine the books, and is given other rights accorded to partners expressly by the terms of the agreement, should not, it seems to me, be urged as a reason or argument for showing that she had not the rights of a partner. I am inclined to the view that the agreement between plaintiff’s husband and defendant contemplated, upon the death of the former, a partnership between his widow, who is the plaintiff here, and the defendant, who thus became the surviving partner under an arrangement the effect of which was to transfer all the assets of the old firm to a copartnership thus to be formed, in which each of the parties had definite and fixed rights, and in which the active management and control was given to defendant. To sustain, however, the order appealed from, it is unnecessary for us to go to the extent of holding that the plaintiff was a co-partner; for, considering her position as executrix, which gave her, as against the surviving partner, a right to an accounting, and her own right to share in the profits of the business accorded under the agreement of partnership between the defendant and plaintiff’s husband, and considering the charges made against the defendant of wrong-doing, which were not fully met, it was not error to appoint a receiver. The relation between the plaintiff and de*809fendant constituted, to say the least, a quasi partnership; and the refusal of the defendant, in violation of the agreement, to permit her to inspect the books of the business, and the excuses given for the non-production of the books and vouchers, and the other charges made, showing a repudiation on the part of the defendant of all rights of the plaintiff in the business, presenting an honest difference of opinion not only as to the administration of the assets, which belong equally to both, and of which, so far as the good-will and firm name was concerned, belonged entirely to the plaintiff during her life,—these justified, in the presence of the quarrel between the parties, the appointment of a disinterested person as a receiver, to the end that the property might be preserved during the litigation, and, as the result of an accounting, distributed as justice might require. I am therefore of the opinion that the order appealed from should be affirmed, with costs and disbursements.