What is the test for finding defendant liable for misappropriation of funds from a plaintiff?

While purporting to acknowledge the rule set forth in Marshall v. Marshall (1965) supra, 232 Cal.App.2d 232, 236, 42 Cal.Rptr. 686, plaintiff contends upon this appeal that (1) the trial court erred in finding that defendant was in possession of the 'Golden Rooster' as a prospective purchaser (equitable owner) and not as an agent or manager of the plaintiff corporation; (2) that defendant was, in fact and law, an agent or fiduciary of the plaintiff and that the trial court, therefore, (a) should have held defendant liable to account for losses due to her failure to exercise reasonable prudence and care, (b) should have shifted to defendant the burden of adducing evidence of matters within her own knowledge to justify the increased indebtedness of plaintiff corporation while she was operating the business, and (c) should not have imposed upon plaintiff the burden of tracing corporate assets claimed to have been misappropriated by defendant; and (3) that the [259 Cal.App.2d 393] evidence is insufficient as a matter of law to support the judgment below.