Question: A, B, C, D and E constituted the Board of Directors of the Smith 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 Smith Corporation's purchase of an adjoining piece of land owned by S as a site for an additional factory building. As was known by S, the purchase required approval by the Board of Directors. A and B voted for the resolution, and A, as C's proxy, case C's vote in favor of the resolution. Smith 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. So notified, may S recover damages for breach of contract from Smith Corporation?