Redline

Tracked changes versus a compare

There are two ways to produce a redline and they are not equally reliable.

• Word tracked changes record edits as they are typed. The revision marks are stored in the file, attributed to an author with a timestamp. This is the more trustworthy form because it reflects what someone actually did.
• A document compare generates marks by diffing two files after the fact. Word's own compare and dedicated comparison tools both do this. It is useful when the other side sends a clean document, but it can produce noise from formatting and it reflects an algorithm's guess at what corresponds to what.

Where a counterparty sends a clean draft and describes it as "only minor changes," running a compare against your last version is not optional. That is the round where a term goes missing.

What gets lost between rounds

By round three most negotiations have accumulated more history than anyone is holding in their head. The recurring failures are consistent:

• A concession made in round one that quietly reappears in the other side's language in round three
• A change accepted in principle by email but never actually reflected in the document
• A defined term edited in one article and not in the four that reference it
• A deletion of a cross reference that makes a surviving clause unenforceable

Reading a round efficiently

A single round of a mid sized lease can contain 80 or more discrete changes, and most of them are numbering, punctuation, and defined term cleanup. The work is separating those from the handful that move money or risk. Sorting by materiality rather than by document order is the difference between an evening and twenty minutes. That is the specific job CRE Redline was built to do: pull every change out of the file's own revision marks, explain what each one does, and keep the contested ones visible from round to round.

Discipline that prevents most problems

Never accept all changes to produce a working copy without archiving the marked version first. Keep every round. Name files so the sequence is obvious. And read the definitions article in every round, because a change there propagates everywhere without appearing anywhere else.