How to help your assistant do a first-draft markup of the other side’s contract form

If you’re a lawyer, you know that reviewing and marking up the other side’s contract draft can be a real time sink. With Drafter’s Choice, your junior associate, your admin, or other assistant can do a first-pass ‘legal review’ markup in a few seconds. That way, you can spend your time providing more value-add input to the deal.

Here’s a hypothetical example: Suppose your client is a potential customer that wants to enter into a services agreement. The service provider is eager to get the sale. It sends your client its standard contract form; it’s long and detailed, with lots of small print. You’re fairly busy and are concerned about the time it will take for you to do a thorough job of reviewing the contract form.

Here’s how you can use Drafter’s Choice to let your assistant do a preliminary legal-review markup for you:

1. Get the other side to base their draft on a Drafter’s Choice contract form

First, have your client tell the services provider (or you tell their lawyer) that they can propose any contract terms they like, but only if they do so by customizing the appropriate Drafter’s Choice plain-English contract form.

That should not be a burden on the provider: It should take no time at all for them to generate and send your client a Word document.

2. Choose a reference document that’s close to what you want, for comparison

Next, have your assistant download a Drafter’s Choice contract form that comes reasonably close to your preferences.

In our hypothetical transaction, your client is the customer, so you can tell your assistant to use a Drafter’s Choice form with customer preferences built in. Alternatively, you can choose a ‘fairway’ form that tries to stay down-the-middle. (You can even customize the form before downloading it as a Word document.)

We’ll call this the reference document.

It doesn’t matter if the Drafter’s Choice reference document isn’t a perfect match for your needs in this transaction — you’re not going to use it as ‘the’ contract draft you’d like to sign, but only as an initial screening tool to help flag problems with the provider’s draft.

3. Have your assistant redline the provider’s draft against the reference document

Now your assistant can use Microsoft Word’s compare-documents feature (or other comparison software) to compare the provider’s draft against the reference document. That will generate a ‘redline’ markup document, giving you an initial snapshot of potential problems with the provider’s draft.

If you watch any of the doctor shows like ER, you could think of this first markup as being like the intake screening that an intern or nurse does before the attending physician sees the patient.

4. Proceed with your legal review

Congratulations — in just seconds, using Drafter’s Choice, your assistant has made your legal review a whole lot easier. Instead of having to manually redline and annotate every clause that needs it yourself, you can simply do touch-up work on the redline your assistant created.

In doing your legal review, you can consult Drafter’s Choice‘s extensive clause-by-clause annotations and commentary.