Home > Redlining
by Chris Lemens
There are two ways to produce a redline. The first is to turn on Microsoft Word's track changes feature; this tracks changes as you make them. The second is to produce a new draft, then use a product like Workshare DeltaView to compare the two drafts. Older versions of Microsoft Word have the ability to compare documents, but it generally breaks for longer documents. So, if you don't have Workshare DeltaView or the equivalent, you use redlining from the beginning of your re-draft.
When you start redlining, you should always start with a clean draft. If the other side does not produce one for you, you should either accept all of their changes if they send you a Microsoft Word redline or demand a clean version if they only send a Workshare DeltaView comparison. Never layer your own changes on top of the changes you received. If you do not like a change, accept it, then change the new text. Never use Microsoft Word's "reject change" feature on anyone's changes but your own.
You will often see typographic and formatting problems in the other side's documents. The only thing that is acceptable to change without using change tracking is the deletion of excess spaces outside of tables. What you may think is a typographic error or incorrect formatting may be meaningful to the other side. You destroy your own credibility by presenting a redline that does not track all changes. If the typographic and formatting problems are extensive, consider providing an initial redline that only corrects the typographic and formatting problems; once the other side has approved this as not making any changes in meaning, you can accept all of the changes in that version and redline from it going forward.
Many companies circulate drafts internally, with multiple reviewers consecutively making changes and adding comments. Never send this type of document to the other side. It shows too much information about your internal processes and conflicts. If you are preparing the redraft, part of your job is to unify all of these changes and comments. When you receive the internal changes and comments, examine each change or comment and either make a change to your own draft or insert a textual note into the draft. Do not use Microsoft Word's comments feature to communicate with the other side; many people will have turned off the ability to view comments. Instead insert a textual note at the relevant point within square brackets, [like this].
When your revision is complete, you should typically send both your redline and a clean version that includes all of your changes. Many people, upon receiving your redline, will check your redline version against your clean version to be sure that you have not made further, unmarked changes to the clean version. If you do, you will have destroyed your credibility. If you are a lawyer and make it a practice, expect it to destroy your professional reputation. Most negotiators consider this practice tantamount to lying.
Sending a redraft in Abode's Portable Document Format (PDF), or sending only a Workshare DeltaView comparison, or sending a password-protected Microsoft Word document is a sign that you do not trust the other side. If you send one, you should expect that the other side will be offended, will demand an editable document, and may retaliate by sending you extensive hand-written changes. (On the flip side, make sure that, if you receive a document that is protected using Microsoft Word's protect document feature, you cannot simply turn it off by selecting "unprotect document" from the menu. The feature is also used to enable form-filling, so is not a sign that the other side does not trust you if you can unprotect the document.) The only exception to this rule is that, if you catch the other side sending redlines that do not represent all changes, you can send a password-protected Microsoft Word document with redlining turned on. This will force the other side to use redlining properly.
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