Under Missouri law, for an agent to have actual authority, he must establish that the principal has empowered him, either expressly or impliedly, to act on the principal's behalf. Hyken v. Travelers Ins. Co., 678 S.W.2d 454, 457 (Mo.Ct.App. 1984). The principal can expressly confer authority by telling his agent what to do or by knowingly acquiescing to the agent's actions. Rosenblumv. Jacks or Better of America West, Inc., 745 S.W.2d 754, 760 (Mo.Ct.App. 1988).

Our study of the record does not reveal that there was evidence to support such findings, and we conclude that the district court did not err in refusing these instructions. It is also of interest that these instructions, as well as the other affirmative defense instructions, are directed to the activities and transactions, and not to the submitted ground of conversion that Oppenheimer came into possession and control of the stock certificates without the authority of Mrs. Lucas. Oppenheimer affirmatively pleaded the defenses of ratification, waiver, and estoppel in its answer to Mrs. Lucas's second amended complaint. Nevertheless, we affirm the district court's decision not to submit these defenses because Oppenheimer did not introduce evidence that Mrs. Lucas had full and complete knowledge of her son's activities, and such a showing was essential to Oppenheimer's ability to prove each defense. See, e.g., Hyken v. Travelers Ins. Co., 678 S.W.2d 454, 459 (Mo.Ct.App. 1984) (ratification); Stenger v. Great S. Sav. Loan Ass'n, 677 S.W.2d 376, 383-84 (Mo.Ct.App. 1984) (estoppel); Greenberg v. Koslow, 475 S.W.2d 434, 438 (Mo.Ct.App. 1971) (waiver); State v. Shain, 339 Mo. 621, 98 S.W.2d 690, 692 (Mo. 1936) (waiver and ratification). The strongest testimony supporting the requested defense instructions appears in the direct examination of Wilder George Lucas. He testified that he discussed with his mother the possibility of Oppenheimer's working as a broker for the estate, and of investing in its arbitrage pool, and, that if she felt it advisable, to begin more active trading of securities. He stated that she answered yes, that this would be a good idea, and he further informed her of plans to go to Chicago to discuss this with Oppenheimer and asked her to go along but she refused.

Federal objects to the inclusion of the instruction on ratification. "[R]atification is an express or implied adoption or confirmation, with knowledge of all material matters by one person of an act performed in his behalf by another who at that time assumed to act as his agent but lacked authority to do so." Hyken v. Travelers Insurance Co., 678 S.W.2d 454, 459 (Mo.Ct.App. 1984) (quoting Dudley v. DuMont, 526 S.W.2d 839, 847 (Mo.Ct.App. 1975)). Moreover, under Missouri law, where an agency exists but the agent may have acted in excess of its authority, "the facts will be liberally construed in favor or ratification by the principal, and very slight circumstances will often suffice to raise the presumption or justify the inference of ratification."

In order to hold appellant liable for the acts of its agent Lear must establish both "the agency relationship [which we have just found to exist], and the scope of the agent's authority." Houston v. Groth Enterprises, Inc., 670 S.W.2d 178, 180 (Mo.Ct.App. 1984); see also Hyken v. Travelers Insurance Co., 678 S.W.2d 454, 457 (Mo.Ct.App. 1984).

The jury also has the duty to determine the nature and scope of an agent's authority, also questions of fact. See Hyken v. Travelers Insurance Co., 678 S.W.2d 454, 457 (Mo.Ct.App. 1984); Dudley v. Dumont, 526 S.W.2d 839, 843-44 (Mo.Ct.App. 1975). In addition, the instructions should have allocated the burden of proving agency.

Under Missouri law ratification is an express or implied adoption or confirmation by one person, with knowledge of all material matters, of an act performed on his behalf by another who lacked the authority to do so. Hyken v. Travelers Insurance Co., 678 S.W.2d 454, 459 (Mo.Ct.App. 1984); Wilks v. Stone, 339 S.W.2d 590, 595 (Mo.Ct.App. 1960); Restatement (Second) of Agency § 82 (1958). Ratification relates back and is the equivalent of authority at the commencement of the act.

While Mr. Bride's statement could potentially support a theory of apparent or actual authority, Goodleap has failed to sufficiently develop such an argument or the record to support it. See Hyken v. Travelers Ins. Co., 678 S.W.2d 454, 457 (Mo.Ct.App. 1984).

Ratification requires knowledge of "all material matters." Fed. Enters., Inc. v. Greyhound Leasing & Fin. Corp., 849 F.2d 1059, 1062 n.5 (8th Cir. 1988) (quoting Hyken v. Travelers Ins. Co., 678 S.W.2d 454, 459 (Mo.App. 1984)). Despite the evidence indicating Becker's understanding of the purpose of the transfers, this Court declines to find that Becker knowingly ratified the transfers where the MIPA expressly absolves Becker of any obligation to confirm the accuracy, completeness, or truthfulness of the documents.

Actual authority is authority which the principal has conferred, either expressly or impliedly, on the agent, empowering the agent to act on the principal's behalf. [Hyken v. Travelers Ins. Co., 678 S.W.2d 454, 457-58 (Mo. App. 1984)] (citing Restatement (Second) of Agency § 7 (1958)). A principal can expressly confer authority by telling his agent what to do or by knowingly acquiescing to the agent's actions. Rosenblum v. Jacks or Better of America West, Inc., 745 S.W.2d 754, 760 (Mo. App. 1988).

The Court concludes as a matter of law that the Guaranty was delivered to Premier Bank, on behalf of Concannon by Lindner, and that Lindner had actual authority to do so. Authority may be actual or apparent, but the burden of proving it falls on the party seeking to rely on it. Hyken v. Travelers Ins. Co., 678 S.W.2d 454, 457-58 (Mo. App. 1984) (citation omitted). Actual authority is authority which the principal has conferred, either expressly or impliedly, on the agent, empowering the agent to act on the principal's behalf.