X Corporation manufactures machine tools. Its two principal competitors are Y Corporation and Z Corporation. The five directors of X Corporation are Black, White, Brown, Green, and Crimson. At a duly called meeting of the board of directors of X Corporation in January, all five directors were present. A contract for the purchase of $10 million worth of steel from the D Company, of which Black, White, and Brown are directors, was discussed and approved by a unanimous vote. There was a lengthy discussion about entering into negotiations for the purchase of Q Corporation, which allegedly was about to be sold for around $150 million. By a 3–2 vote, it was decided not to open such negotiations.

Three months later, Green purchased Q Corporation for

$150 million. Shortly thereafter, a new board of directors for X Corporation took office. X Corporation now brings actions to rescind its contract with D Company and to compel Green to assign to X Corporation his contract for the purchase of Q Corporation. Explain whether X Corporation should succeed on each action.