UCM Plastic ltd. Was given the right of first refusal for a new bio-degradable plastic technology in its experimental phase. The five member board of directors met, and the vote was three to two against the purchase of new technology. Subsequently, AI Manian, one of the directors who had voted against the purchase, incorporated a provisional corporation and bought the new process. Six monts later, the technology was perfected, and the first year's sales totalled $6000000.

a)Has Manian acted properly in the situation, or is there a remedy available for UCM Plastic ltd