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Speed up your contract review by reformatting the other side’s Word document

Yesterday a client’s in-house lawyer said he really liked how I’d quickly reformatted a vendor’s contract, in Microsoft Word, to make it easier for us to do a page-turn review on a conference call. Here are some “before” and “after” screen shots to illustrate; there’s a more-detailed explanation below.

The first screen shot is a “before” version; it shows a clause from the original contract form as received from the vendor:

Screen Shot of original contract clause before cleaning up

The second is an “after” screen shot of the same clause, after I’d expanded the margins; broken up a long paragraph; increased the font size and line spacing; and added line numbering for easier reference during conference calls:

Screen shot - corrected

The third screen shot shows part of the forum-selection clause, with a long paragraph broken up, and with one portion flagged with yellow highlighting to indicate to the in-house counsel that this was a part that needed his review:

Screen shot with yellow-highlighted forum selection clause

Explanation: What I did

Here’s what I’d done:

  • widened the margins, thus shortening each line of text;
  • increased the line spacing to 1.5 lines;
  • increased the font size;
  • broken up some really-long paragraphs;
  • added left-margin line numbering that continued throughout the document — that way, on our conference call, it was easy to say, please turn to Line 517 and have the other participants go right there;
  • added color-coded highlighting, also with Word, to flag particular provisions that needed decisions or confirmation by the in-house counsel (yellow); the business people (blue); or both (green);
  • saved the markup as a PDF document, because Word doesn’t necessarily keep the line numbering consistent on different machines; and
  • emailed both the redlined Word document and the PDF to the in-house counsel and business people.

Better substantive review as a result

I do this sort of thing regularly when reviewing contracts. It takes a few minutes, but it’s indisputably worth it, because:

  • figuring out where to break up long paragraphs is a great way to be thorough in reviewing a contract; if you leave the document with long paragraphs, your eye might tend to skip over something important;
  • if your client must also review the contract, it’ll be much easier for him or her after you’ve reformatted for improved readability;
  • if you’ll be negotiating the contract, you’ll have an easier time discussing proposed revisions with the other side.

All of these things will help you get a workable contract to signature sooner.

Drafters: Go and do likewise

Drafters could help by using some of the same formatting principles when they create contract drafts for review.

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