How to Redline Contracts: Best Practices for Better Back-and-Forth

Here’s a little secret about redlining not taught in law school: It’s not just about making edits. Like body language in our human interactions, redlines communicate things that words don’t. According to Nada Alnajafi, Founder of Contract Nerds and Author of Contract Redlining Etiquette, “Redlines tellus something that the original words don’t. When we read between the redlines, they tell us what the other party is thinking, wanting, feeling, reconsidering, ready to reject, or willing to accept.” Poor redline etiquette slows down contract negotiations. Sometimes, it colors (no pun intended) how others view your company. In some cases, it shifts internal customers (like sales, customer success, or marketing) to viewing legal as a roadblock instead of a partner.

In this guide, we discuss problematic redline practices, the importance of document optics, and outline easy-to-apply tips for better edits. This handbook helps legal teams better manage negotiations and build alignment with internal and external clients.

Issues Plaguing Most Redline Practices

Suggesting that there’s a “right” way to redline will ruffle some legal teams’ feathers. But consider the personal nature of the practice: Lawyers choose what to say and not to say with purpose. Excessive strikeouts,pages washed in red, messy markups – these speak volumes in a high-stakes document. While every lawyer is entitled to their style, remember that the end goal is a signed contract. So as you redline, consider your approach and how it exacerbates (or solves) common issues.

Issue #1: Not everyone interprets redlines the same.

Most lawyers hold a belief like this – I must show the other side all the changes I’ve ever made,
in redlined form, with a trail of supporting comments.

While transparency is a worthy aim, when it shows up as lines of red, it may be construed as unreasonableness. While leaving back-and-forth markup bubbles up for a particular change may feel like a conscientious step, often, it’s not. There is a better route– accepting the most recent change.

“An entire document displaying past edits is too chaotic. When you’ve agreed on a change, move on. Maintaining a full visual record of your previous back-and-forth actually isn’t helpful.”

Jonathan Greenblatt LinkSquares’ Vice President of Legal

Document white space minimizes shock and actually suggests a spirit of collaboration with another party.

Issue 2: To internal teams, red means “problem.”

Legal teams must not underestimate the optics of ‘red’ to an internal stakeholder who has not been involved in the negotiation. A salesperson, for example, may not be privy to the discussion surrounding contract edits.

“When they open the document and see a red-smeared page, their reaction may be, ‘I’m not sending this over!’” Brittany Wayne, LinkSquares’ Commercial Counsel

This fuels unnecessary distrust between legal and other business units. Even if edits remain minor, the markup interface in most document apps is hard to parse – redlines always look worse than they are. In one redlining etiquette thread, a poster captured the common frustration –

“I am a fan of track changes but too often find the document becomes messy and confusing, particularly if the document goes through multiple rounds or if several people get into the act....”

Issue 3: You can’t see the forest for the trees.

Redlining is a creative task. This means that lawyers must be artful in their approach. When staff focuses too much on specific language instead of concepts, they lose this.

“Lawyers should always read language and think, how can I be creative and accept this? This forces staff to slow down, consider intent, and work to accommodate.”

Jonathan Greenblatt LinkSquares’ Vice President of Legal

Poor redliners don’t operate from this first principle. Instead, their default is to strike entire sections and add back vetted language – even if they are comfortable with the concept. Perhaps the edits are minor, but the massive rip and-replace red area is alarming. In the spirit of minimal marks, also think about how much you need to define. As UpCounsel reminds, being too thorough may hurt you –

“Exhaustive lists of every alternative synonym not only make your agreement cumbersome to read, but if you leave a term off your exhaustive list, a term that would usually be interpreted correctly had you not gone overboard might be misconstrued.”

Alternatively, lawyers can weave in light language edits in a show of partnership. This shift shows others that you’ve read and understand contract intent and aren’t out to ‘win’ the language negotiation.

Issue 4: Treating all contracts the same.

Legal teams should generally save exhaustive redlining for big-ticket deals. First, define what matters most – then, depending on factors like deal size or liability, consider the worthiness of drawn-out edits. The goal of redlines is to keep negotiating parties up to date on the latest contract state. It isn’t about one-upmanship or maintaining a real-time look at the evolution of your copy. That’s what version history inside Microsoft Word or Google Docs is for. Work with the existing contract language to get your point across. If the words in the contract get the deal done, leave them alone.

Top Tips for Faster Friendlier Redlining.

To boost transparency without alienating your customers, partners, or internal stakeholders, put these redline rules in place –

• Don’t just strike out swaths of text. Soften a deletion with a comment to provide context.
• Accept agreed-upon changes (including deletions) and ensure they return to the original black text color.
• If you need to make a partial change, don’t reject an entire section, then paste the previous text back in alongside your edit. Weave your edit in.
• Avoid the dreaded “double redline” where you rewrite your own edits. Just replace the latest.
• Explain edits before you share. Provide a ‘heads up’ buffer email to your recipient before they open the contract. By describing what they’ll see, you reduce emotional reactions.
• When possible, work within the existing text. You may be able to write a paragraph better, but if the words get a deal done, leave them.
• Don’t fear the phone. After 2-3 back-and-forths, a thread should give way to conversation.

A productivity axiom says, “just because you can, doesn’t mean you should.” And given the emotional and messy nature of redlines, we suggest lawyers repurpose the phrase for editing too. Your internal and external customers will appreciate it, and you’ll see negotiations close more quickly.

We call it a win-win-win.

LinkSquares Can Help

LinkSquares is the company behind the AI-powered contract management platform of choice for legal teams aiming to move their business forward faster. With LinkSquares, you can develop standardized legal agreements with maximum speed and minimal staff oversight. You can also parse and extract key data from every legal agreement in your portfolio. From there, you can use said data to drive tasks in other critical applications. Together, they form the best end-to-end contract lifecycle management suite money can buy. If you’re ready to write better contracts, close deals faster, and understand every aspect of every contract, contact LinkSquares today.