Does the statute of limitation apply to a derivative cause of action?

Because the derivative cause of action belongs to the corporation, and the corporation is the real plaintiff, it is the corporation's, not the shareholder's, discovery of the negligent conduct causing the loss or damage that would be relevant to commencement of the statute of limitations. Further delaying commencement until a shareholder also discovers the conduct is contrary to the purpose of statutes of limitations. "'"Statutes of limitation . . . are designed to promote justice by preventing surprises through the revival of claims that have been allowed to slumber until evidence has been lost, memories have faded, and witnesses have disappeared. The theory is that even if one has a just claim it is unjust not to put the adversary on notice to defend within the period of limitation and that the right to be free of stale claims in time comes to prevail over the right to prosecute them."'" (Gutierrez v. Mofid (1985) 39 Cal.3d 892, 898.) Once the holder of the shareholder derivative cause of actionthe corporationdiscovers the alleged wrongdoing, it would be unjust to deny the defendant the right to defend within the limitations period.³