Redlining etiquette question, if a counterparty returns a draft that has been circulating in track changes, and rejects some changes but leaves others alone, do you accept your old changes to clean up the draft?

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I generally accept all changes and then build in anything I have and just send a clean + redline against whatever they sent to try to short circuit the track changes mess that they’ve started

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This. It’s the whole point of a redlining software.

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As a general matter, I never circulate redlines externally in track changes — I always accept all their changes and make edits from there and circulate a PDF redline to their prior draft

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I hate it when people do this. It makes it super hard to see how the agreement evolved.

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If they're not making changes to the changes, yes, I would think you can accept those to clean up the draft.

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I say yes, accept them, provided there is no comment that indicates the issue remains open.

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Never. If an issue is closed, make that note in the comment. If it’s open, leave it in redline. I am immediately distrustful of any document that comes back with changes accepted. I’ll even lock the doc for track changes so I don’t have to waste my time doing a compare to make sure nothing was changed that I wasn’t expecting. Returning with redlines intact shows transparency. If you want to clean things up, ask the other party first.

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Glad you spoke up. I had the chance to ask. They said yes.

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I think that is acceptable (my old boss firmly believed this but it feels a little wrong to me) but I tend not to do it without an explanation that I assumed changes that were not commented on or altered are accepted, either on the doc or in the return email. Depending on the matter, if it seems that the other party missed a change, I may insert a comment asking if my previous change was acceptable before accepting it.

I prefer to leave the redlines showing on matters that are actively being negotiated so it is easy to see the evolution of the language and any compromises that have been made.

People seem to be pretty divided on accepting changes to create a clean version and then doing a redline off of the clean document and leaving tracked changes of both sides on the evolving agreement.

I am surprised at the comment that people distrust a document that has accepted changes. That may be down to the type of law, the way I do it seems to be the way the other attorneys I have worked with handle it but that may just be the way my area works. My area is pretty collaborative and the other side is almost always friendly. I would think my approach would be different in other practice areas.

Note, it is a good idea to run compares of a received doc against your previous version, just in case something shady is going on. Most of the time, if something appears to be a case of unmarked changes, it is because the business accepted the other side's change before sending back to me. That can happen when there are a bunch of different business lines weighing in.

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I accept anything that’s no longer disputed. If there’s still back-and-forth, I create an iterative redline.

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I’m usually comfortable accepting changes introduced by the opposite side.

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Yes. And if you are providing in unlocked word then they can re run redlines or look at the old draft. Agree though if the left a comment like lets discuss that you dont clean that up.

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