A, B, C, D, and E constituted the board of directors of the X Corporation. While D and E were out of town, A, B, and C held a special meeting of the board. Just as the meeting began, C became ill. He then gave a proxy to A and went home.

A resolution was then adopted directing and authorizing the X Corporation’s purchase of an adjoining piece of land owned by S as a site for an additional factory building. A and B voted for the resolution, and A, as C’s proxy, cast C’s vote in favor of the resolution. The X Corporation then made a contract with S for the purchase of the land. After the return of D and E, another special meeting of the board was held with all five directors present. A resolution was then unanimously adopted to cancel the contract with S. May S recover damages from X Corporation for breach of contract? Explain.