1. Where the agent of A., whether acting under a limited or general authority, obtained from B, the transfer of her stock to A., and possession of her stock certificates, which A. received and retained: Held: Evidence of what was said in the presence of B. and the agent of A. at the time of such transfer is competent in a suit for conversion of the stock, irrespective of the extent of the authority of the agent.

2. Where a principal obtains a transfer of stock and possession of the stock certificate through an unauthorized agreement of his agent, the responsibility of ratification or rescission of such agreement devolves upon him upon learning of such unauthorized agreement.

Judgment reversed.