The facts below are realistic for the taxi business in Toronto (and other cities) before UBER changed the industry. Assume UBER does not operate in the city for this case study. (As a matter or interest, UBER is not available, due to government ban or its own business decision, in many areas of the globe including parts of Europe, Asia, Australia, and China). The city has a set of by-laws that control the availability and operation of taxi cabs. To be a taxi driver a person must hold both {i} a special driver's licence and (ii) a taxi permit. The driver's licence is relatively easy to obtain: you simply pay a fee and pass a series of examinations. The taxi permit, in contrast, is very difficult to get and is therefore quite valuable. The by-laws strictly limit the number of taxi permits and the city only occasionally increases that number, but there is a huge waiting list for newly issued taxi permits - - based on past experience, a driver would have to wait about 20 years before they were able to buy a taxi permit directly from the city. There is only one other option for a person to get a taxi permit and that is to buy it from a driver who already has one {the by-laws permit the private sale of taxi permits}. Given the huge demand for taxi permits and the lack of any official waiting list for private sales of taxi permits, it can be very difficult to find a seller. Rich McTiernan recently decided to retire after driving a taxi for more than 30 years. After considering several offers, he agreed to sell his taxi permit to William Dixon for $50,000. Dixon paid a deposit of $5,000 and the parties agreed that the sale would be completed at the end of the year. In early December, however, McTiernan learned that his retirement assets had dropped significantly as a result of a stock market crash. He therefore decided that he would need to continue driving his taxi for at least 5 or 10 more years. He told Dixon that the sale would have to be called off and tried to return Dixon's deposit. Dixon is furious and would not take the deposit back. He insists McTiernan must complete the sale by handing over the taxi permit in exchange for the agreed price. Use the ILAC structure to provide a rationale for what a court would most likely decide