We are mindful of cases where an estoppel has been raised against the owner of indorsed certificates of stock or bearer bonds based on an entrustment of possession coupled with authority to deal in some manner with the securities, although the owner cannot be said to have been negligent in the sense that as a man of reasonable prudence he had cause to doubt the integrity of his agent. ( Powers v. Pacific Diesel Engine Co., 206 Cal. 334 [ 274 P. 512, 73 A.L.R. 1398]; Lynch v. International Banking Corp., 68 Cal.App. 432 [ 229 P. 968]; Grange v. Judah Boas Co., 60 Cal.App. 484 [ 213 P. 712]; 13 Cal. Law Rev. 251; 17 Cal. Law Rev. 403.) In such cases the owner is the victim of misplaced confidence, and can be said to be negligent only in the restricted sense that he has placed it within the power of his agent to accomplish a fraud.

[7] It is settled that inconsistencies between the written or oral opinion of a trial judge or his antecedent expressions and the findings of fact cannot be considered by an appellate court. ( Lord v. Katz, 54 Cal.App.2d 363, 366 [ 128 P.2d 907]; 20 Cal.Jur. § 80, p. 129; Lynch v. International B. Corp., 68 Cal.App. 432 [ 229 P. 968]; Gates v. Green, 151 Cal. 65, 69 [ 90 P. 189].) [8] We do not regard subdivision a of rule 5 of Rules on Appeal for the Supreme Court and District Courts of Appeal of this state, adopted by the Judicial Council and effective July 1, 1943, authorizing the inclusion of "any written opinion of the superior court" in the record on appeal, as in any way restricting by antecedent expressions of the trial court the absolute power of the trial judge to declare his final conclusions in the only manner authorized by law, to wit, by filing his "decision" (findings of fact and conclusions of law) as provided in section 632 of the Code of Civil Procedure.

"We are mindful of cases where an estoppel has been raised against the owner of indorsed certificates of stock or bearer bonds based on an entrustment of possession coupled with authority to deal in some manner with the securities, although the owner cannot be said to have been negligent in the sense that as a man of reasonable prudence he had cause to doubt the integrity of his agent. ( Powers v. Pacific Diesel Engine Co., 206 Cal. 334 [ 274 P. 512, 73 A.L.R. 1398]; Lynch v. International Banking Corp., 68 Cal.App. 432 [ 229 P. 968]; Grange v. Judah Boas Co., 60 Cal.App. 484; [ 213 P. 712]; 13 Cal. Law Rev. 251; 17 Cal. Law Rev. 403.) In such cases the owner is the victim of misplaced confidence, and can be said to be negligent only in the restricted sense that he has placed it within the power of his agent to accomplish a fraud.

[3] In our opinion, the rights of the parties are governed by section 2991 of the Civil Code which provides, "One who has allowed another to assume the apparent ownership of property for the purpose of making any transfer of it, cannot set up his own title, to defeat a pledge of the property, made by the other, to a pledgee who received the property in good faith, in the ordinary course of business, and for value." (See, also, Grange v. Judah Boas Co., 60 Cal.App. 484, 492 [ 213 P. 712]; Wenban Estate, Inc., v. Hewlett, 193 Cal. 675, 700 [ 227 P. 723]; Lynch v. International Banking Corp., 68 Cal.App. 432 [ 229 P. 968]; Spellacy v. Young, 44 Cal.App. 174 [ 186 P. 368]; Civ. Code, sec. 3543) The record discloses that Salomon permitted the shares to stand in an account under Ellis' name, and that he authorized Ellis to transfer them. It shows that Ellis had full authority to make all sales and purchases in regard to the account.

It seems a model case for the application of the recognized rule that when one of two innocent persons must suffer by the act of a third, he by whose negligence it happened must be the sufferer. This rule is discussed in Lynch v. International Banking Co., 68 Cal.App. 432 [ 229 P. 968], where many authorities in support are cited. See, also, Schumann-Heink Co. v. United States Nat. Bank, 108 Cal.App. 223 [ 291 P. 684, 292 P. 547]; Green v. Caribou Oil Min. Co., 179 Cal. 790 [178 P. 950]; MacDonald v. Reich Lievre, Inc., 100 Cal.App. 736 [ 281 P. 106]. [3] Respondent repeatedly asserts that in an action for money had and received it must definitely appear that defendant has been "unjustly enriched".

As is well illustrated by that case the time eventually arrives when the acts of such officers, whether in violation of their duties or not, become the acts of the corporation. To the point that a corporation may be estopped to repudiate the acts of those practically entrusted with it is Lynch v. International B. Co., 68 Cal.App. 432 [ 229 P. 968]. It is not, of course, claimed in the case at bar that the officers in question were the only persons beneficially interested in the corporation.

The motion was denied, and an appeal was taken to the District Court of Appeal, where the judgment was affirmed on the ground of estoppel. Lynch v. International Banking Corporation, 68 Cal.App. 432, 229 P. 968. A petition for rehearing was later denied by the Supreme Court of the state.