writing and signed and sealed by said partners, and is in the words and figures following, to wit: [ Set forth the agreement.]

That the said copartnership business was entered upon, pursuant to said agreement, and was continued to be carried on, under and pursuant to the same, up to the time of the death of said H. T., which occurred on the, &c.

That said H. T., in his lifetime and during the continuance of said copartnership, advanced large sums of money towards the capital stock of said partnership, and that said firm, during all the time of the continuance of said partnership, carried on an extensive and lucrative business in the buying and selling of iron, and articles manufactured of iron, and realized large profits therefrom, the amount of which the said plaintiff has not been able accurately to ascertain, and cannot with certainty state.

That, at the time of the death of said H. T., there was on hand a large amount of personal property, consisting of stock on hand of the estimated value, at cost prices, as per inventory of the same, taken on the 1st day of February, 1856, of about $40,000; stock, furniture and fixtures of store, of the estimated value of $1,000; real estate, situated in the counties of Albany, Saratoga and Essex, consisting of houses, lots, nut factory, ore beds and land, of the estimated value of about $12,000; bonds and stocks to the nominal amount of about $26,000; bills receivable and ledger balances, and accounts of the aggregate amount of about $220,000, making the whole amount of the real and personal property and nominal assets of said copartnership, at the time of the death of said H. T., about $300,000, and that the debts and liabilities of said concern amounted to about the sum of $108,000, and that the balance, deducting therefrom the bad and allowing for doubtful debts, and also depreciation of pro

perty, bonds, stocks, &c., represented the then present worth and value of said concern, amounting, according to the best of the knowledge, information and belief of said plaintiff, to not less than the sum of $90,000.

That, as plaintiff is informed and believes, at the time of the death of said H. T., he was in advance of his said copartner in drawing out of said concern about the sum of $5,800, and that after allowing said defendant to equalize his individual account in that amount, the said defendant and said H. T., under their said partnership agreement, were each entitled to share one-half in the capital stock, profits and then present value of said concern, after the payment and discharge of its debts and liabilities, as aforesaid.

That, after the death of said H. T., the said defendant continued, individually, and still continues, in the possession of said store, stock, personal property and choses in action, except as hereinafter stated, and to manage and carry on said business, and has so continued down to the present time, and continued to sell and dispose of said stock, and collect said debts and choses in action, and to pay the debts and liabilities of said concern, as they became due, out of the avails of said concern.

That an inventory was taken of said stock, under the direction of said defendant, as of the 1st day of February, 1856, which amounted in the aggregate, estimating the value of the articles at prime cost, to the sum of $40,400.91; and that, deducting therefrom merchandise sold while taking said inventory, and between said 1st February and the day when said inventory was completed, and certain unimportant errors in price, and deducting also five per cent.1 on such amount, said inventory amount

By the terms of the copartnership agreement, embraced in the foregoing complaint, it was stipulated that, in case of the death of

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ed to the sum of $34,540.88; and the said defendant took said goods and merchandise so remaining on hand, to wit, on the 1st March, 1856, pursuant to the terms of said agreement, and charged himself with the amount thereof (after making such deductions, including the deducting of five per cent., pursuant to the terms of said agreement), at the said sum of $34,540.88.

That said stock thereupon became, and was, and is, the property of said defendant, under and pursuant to the terms of said copartnership agreement, and that, in his accounts with said firm, said defendant is justly chargeable with said sum of $34,540.88, or such additional sum as will equal the whole prime cost of said stock, at the time of the death of said H. T., after deducting therefrom five per cent., pursuant to the terms of said agreement.

That said defendant, since the death of said H. T., has collected large sums of money out of the assets and choses in action of said concern, the amount of which the plaintiff is not able to state and does not know, which amounts are justly chargeable against said defendant in his accounts with said concern; and that the aggregate amount so collected by defendant, and amount of stock on hand so received and taken by him, deducting therefrom said five per cent., nearly or quite equals, and, as the plaintiff believes, exceeds the amount of the debts and liabilities of said copartnership, as aforesaid.

That said defendant represents, that said debts and liabilities have been mostly paid and discharged by him, for which amount, so actually paid and discharged by him, he is entitled to be credited in his accounting with said concern.

But the plaintiff alleges that she has no knowledge or information sufficient to form a belief (except from said

either partner, the other was to take the stock at five per cent. discount from inventory prices.

representations of said defendant) whether or not said debts and liabilities have been mostly so paid and discharged, nor what portion nor what amount of the same have been so paid and discharged.

And the said plaintiff further alleges, that said defendant has not at any time accounted with said plaintiff or any one on her behalf, or agreed to purchase and take the other property and assets of said copartnership, including the real estate, stocks and bonds, store furniture, and debts due and owing said firm, pursuant to the terms of said copartnership agreement or otherwise.

That said defendant has not paid over to said plaintiff, as administratrix, &c., any moneys or other proceeds of said copartnership since the death of said H. T., except the sum of $3,505.57, in the aggregate; nor, in addition thereto, has he assigned, transferred or delivered over to her any of the assets, securities or other property of said copartnership, except two promissory notes, &c., [describing them,] which notes have been assigned and delivered over to or for the benefit of said plaintiff individually, to secure the payment of a certain promissory note of $4,351.28, made and executed by said defendant to her for so much money loaned by said plaintiff individually to said defendant, on or about the, &c., and after the death of the said H. T.

That, with the exception of the abovementioned notes, all the rest and residue of the proper stocks, bills, notes, book accounts, and other assets of said copartnership, are in the possession of and under the sole control and management of said defendant, and that he has been and still continues collecting the said notes and accounts, and reducing said property to money, as fast as the same can conveniently be done, at his own discretion, and without accounting to the plaintiff therefor.

That recently, and within a few weeks last past, the said defendant has become embarrassed in business, and, as plaintiff is informed and believes, has stopped payment, and allows all his business paper and obligations, now falling due, to be protested, and that a large amount thereof lies under protest in one or more of the banks of the city of Troy.

That, on account of the embarrassment and insolvency of said defendant, he is not in a condition to give any security for the payment to said plaintiff, as the representative of said H. T., deceased, of the value of the interest of said H. T. in said copartnership.

And the plaintiff alleges that she has, in a friendly manner, requested of said defendant a statement and account of said copartnership transaction, which he, the defendant, refused to give, and she has offered him to settle and wind up the affairs of said late copartnership in the manner specified in said contract, which he refused to do, [or which he has neglected to do, though a reasonable time has long since elapsed].

Wherefore the plaintiff demands judgment, that an account may be taken of all and singular the said copartnership dealings and transactions, from the time of the commencement thereof to the time of its dissolution, by the death of said H. T., and an account of the moneys received and paid by the said partners, respectively, in regard thereto; and also, that the said defendant may account with the plaintiff for all and singular his dealings with and transactions in regard to the property, assets and effects of said firm, since its dissolution, and the property sold or disposed of by him, either as surviving partner or otherwise, and of the moneys collected and received and paid out by him on account thereof; and that the defendant may be adjudged to pay the plaintiff,