Question: Duties of Directors. Overland Corp. is negotiating with Wharton Construction Co. for the renovation of Overland's corporate headquarters. Wharton, the owner of Wharton Construction, is also one of the five members of the board of directors of Overland. The contract terms are standard for this type of contract. Wharton has previously informed two of the other Overland directors of his interest in the construction company. Overland's board approves the contract on a three-to-two vote, with Wharton voting with the majority. Discuss whether this contract is binding on the corporation.