Commonalities -Formation and Fulfillment

• Blackacre is not literally purchased:

  • obtain a fee interest by contract (legal formation)
  • take exclusive occupancy (legal fulfillment).

• Loan contract/loan proceeds

• Telephone order/mail delivery

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As lawyers, we are well familiar with the idea that one does not literally buy Blackacre. One acquires by contact a legal right (labeled a fee) with respect to Blackacre (legal formation) and, separately, one then exclusively occupies Blackacre (legal fulfillment). The formation of the loan is separate from the receipt of the loan proceeds. One buys the jacket over the telephone, but one’s order is fulfilled by mail.

The entire formation process is an exchange of intangibles, and is thus largely a” virtual” process, in modern language. However, this has always been so. The “stuff” in the formation process has always been rights and obligations -- the formation process has always been an exchange of conceptual entities, not of anything physical. The Internet has added nothing new.