Briano

Minority shareholders brought individual and shareholder’s derivative causes of action against the corporation’s directors and majority shareholders. After a court trial, judgment was entered in favor of the minority shareholders (hereafter respondents). Marco Rubio, one of the directors/majority shareholders, appeals. Among other things, he argues that respondents’ breach of fiduciary duty cause of action was time-barred under Code of Civil Procedure section 359. For reasons we shall explain, we hold that section 359 is inapplicable. We will therefore affirm the judgment.

Facts and Procedural Background

In 1975, respondents invested in Mercantile Mexicana Company. Each respondent received approximately 100 shares of common stock. Mercantile Mexicana used the investments to purchase a block of real estate in Pajaro, California.

Mercantile Mexicana was formed at the direction of Manuel Cabero. He located the corporation’s property and negotiated the loan. Rosalie Calpo drafted the articles of incorporation. According to Calpo, Cabero was interested in forming a corporation that acted as a type of “co-op organization, wherein a lot of people with not so much savings…