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On a conversion claim alleging that a former director had refused to transfer stock after the company exercised its repurchase rights, the company did not fail to show damages because, under Civ. Code, § 3336, damages included fair compensation for time and money properly expended to recover the stock. The company’s right to possession supported a conversion claim based on unjustified refusal to turn over possession on demand, although the former director had obtained possession lawfully. Fraud claims were untimely under Code Civ. Proc., § 338, and were not saved by the discovery rule absent evidence of the time and manner of discovery and why the company could not have acquired such knowledge earlier. The relation-back doctrine did not apply because the fraud claims differed significantly from the original claims alleging deprivation of stock repurchase rights. The trial court’s ruling was affirmed in part, reversed in part, and remanded.