The Art of Editing Contracts: Crucial Guidance for Legal Practitioners

What Is Contract Editing?

In the context of contracts, editing refers to the process of reviewing and revising a contract with the aim of clarifying its terms and ensuring that it remains in line with the parties’ intentions. This may involve adjusting the contract language to align with changes in the parties’ understanding, or simply removing terms and conditions that are no longer applicable. This type of work is generally not reserved for professional editors, but rather, is strictly a task for legal professionals.
For example, if a contract stipulates that a product is to be delivered on or before a certain date, but later on in the contractual relationship the parties agree to that delivery date being adjusted by one month, then the contract would need to be updated to reflect those new expectations. Failure to make such a change could lead to disputes down the line . As the court in the case of Bristol-Meyers Squibb Co. v. Bolar Pharmaceutical Company, Inc., 973 F.2d 1043 (2d Cir. 1992) stated in relation to the relevant contract between the parties: We do not write upon a clean slate. In reading the relevant contract provision in the context of the contract as a whole and the circumstances of the parties’ entry into it, we conclude that the words "commencing January 1, 1985" must be read to apply to "January 1, 1986."
It is also critically important to update indemnity clauses to match. The scope of indemnity obligations will fluctuate over time as the business grows and expands. If the contract indemnifies against losses, for instance, but fails to cover a particular emerging liability then the other party may deny its indemnity obligations in the event of a claimed loss.

Errors in Contract Editing

Errors in contracts can be tricky, but you will be better equipped to avoid them if you understand what some of these issues are.
Ambiguous Language
A contract says what it needs to say, but not always in a way that is clear. Ambiguous language can be a result of poor drafting, as well as poor editing. A good editor approaches work with a skeptic’s eye. If there is a situation in which you don’t understand exactly what is being said, that could indicate an editing error. Check again. Maybe the language is actually fine, or maybe it isn’t. Would a potential signer or interested party read this and understand it? Be sure to put yourself in the mind of the signer or interested party with every contract you read.
Overly Complicated Language
Be careful about using overly complicated language, even where you think it is necessary to cover your bases or be more specific. Do not use jargon, and do not write in legalese. This will make your contract look unprofessional and unreadable. Contracts are technical documents and meant to hold important and enforceable information, but they still need to be readable.
Omissions
Missing pieces of a contract can also be problematic. If there is a case where something important that would usually be included is omitted, have a discussion. Go through the original draft and insert notes where things seem off. Look for notes you made during the drafting process. Check to see if a note was missed or one that is made now needs to be addressed, because the draft did not follow the not for any reason. When editing, be careful when doing this type of work directly on the draft. If you are inserting notes or questions, always save a copy of the original. An easy solution is to save the original draft with versioning. For example, if you make comments to the current draft but are using the first or second version of the draft for reference, save the current draft as Current. For future reference on a later draft, save that version as Current-version-number. Always save the original draft, too. This way, you have the original draft, as well as each draft that comes after it. Be sure to save either with clear and descriptive names, so all drafts are easy to find.

Expert Contract Editing Advice

Editing contracts is no easy feat, even for the most experienced lawyers. However, by employing effective techniques, you can not only edit contracts with greater efficiency, but also ensure that each contract is precise and accurate. Most of us are taught to do our reading "out loud" in school, and there’s a reason for that. Reading out loud helps to better register what we read, making it easier to catch any mistakes, like typos or missing words. This is especially important when we’re editing. While you may have already read through the contract multiple times, it’s best to read through again after you’ve made your edits to ensure that the changes are correct. If you’re still struggling with some of the contract’s terms, try reading the terms out loud – this may help you better understand the provisions as they relate to one another. Digital word processing programs like Microsoft Word, Google Docs, and others, all have built-in text-to-speech capabilities that allow the program to audibly read through the text without having to read it on your own. If it’s effective, it’s probably not very efficient. Utilizing a checklist will not only help you keep track of everything you’ve done while editing, but it’ll also help ensure that you don’t forget any important provisions. The first step in creating the checklist is ensuring that you haven’t forgotten any provisions that should be included in the contract. You don’t have to start from scratch; you can study other standard contracts to know which provisions should be included. The next step is creating your checklist. Be sure to include important provisions as well as the requirements for their inclusion or approval. Also consider including provisions that should be excluded and the requirements for their exclusion or disapproval. Finally, be sure to include the status of each provision after completing an edit. Digital editing tools can be extremely useful for the editing process. Most digital word processing programs have an editing or review mode, which allows the editor to make a suggested change without permanently altering the original text. The editor can then insert helpful comments that provide reasoning behind the suggested changes. The original author can easily review and either accept or reject the changes, as needed. This makes the editing process a lot easier for both the editor and original author, and also makes it easier for a third-party reviewer to follow the changes that were made.

Legal Guidelines for Contract Editing

Editorial freedom in contract editing is not without its legal risks. Even if edits are made to a contract that are neutral or favor the requesting party, they can create legal issues down the line. In fact, many laws and governing authorities require certain employees to maintain a system of control on the drafting and editing of contracts. HR departments, for example, have a number of anti-discrimination statutes regarding the language that can be used in seemingly commonplace employment contracts. Failing to follow these laws can leave the company open to legal challenges.
At its most basic level, contracts are written agreements for which all parties are bound legally. This means that any edits made to the contract are legally significant. Deliberately or accidentally deleting a term from a contract can change the entire agreement. Without the mutual consent of all parties, it is legally inadvisable to make even the most seemingly minor edits. Even adding an apostrophe – say, changing "theirs" to "their’s" – is a material edit that if not properly explained to all parties to the contract, can void the contract.
Because of this, the best practice is to enable only your most trusted employees and editors the ability to make changes to a contract.

Contract Editing Software

Tools for contract editing can save you valuable time and ensure a higher level of accuracy during contract review. Contract management solutions can help you configure workflows for contract authoring, redlining and approval. The most robust tools will allow you to carry out contract lifecycle management (CLM), which includes not only contract editing but also collaboration, version tracking, and comparison features.
Reviewing contracts manually is tedious work. Over time, errors can accumulate, particularly if you are using a system that does not alert you to potential mistakes . Automated error detection is one of the tools available in some modern contract management software systems. These systems feature comprehensive, customized rules for validating and auditing contract information.
In addition to error detection, the best contract management solutions will also help you surface compliance risks and other contractual obligations. These systems allow you to track legal and regulatory issues, deadlines, and lateral agreements formed between multiple parties. Whatever your role, efficient contract editing tools can take your contract management process to the next level.

Contract Editing Collaboration

Given the scope and sensitivity of many large contracts, collaboration may also be necessary in editing contracts for an organization. Collaboration means that multiple people can review the same document at the same time, with comment functionality that allows them to pinpoint exactly where their suggested changes are and provides a discussion thread for context. For contractual agreements requiring multiple rounds of editing of drafts, completing edits this way can cut days or even weeks off of the review process. For large law firms that do the majority of their contract work in-house, this helps the company’s contracting teams to identify and implement changes quickly. For large client organizations, who may have multiple stakeholders within their contracting department, or in a different department entirely (in-house versus external legal counsel), it helps everyone work collaboratively without the issue of creating duplicate or old documents that have been changed by someone else. Large organizations, or any organization with many different stakeholders for a contract, can collaborate together to save time and money. Different tools and software can provide collaborative features, but using a complete contract lifecycle management (CLM) solution can provide the most benefits, from the drafting process through to the auditing phase. These tools can streamline the contract process for everyone involved, which is especially beneficial for organizations that routinely handle large volumes of contracts.

The Future of Contract Editing

As we look towards the future, the evolution of contract editing offers promising advancements for both lawyers and clients. The integration of artificial intelligence (AI) in contract drafting and review processes is one such advancement that has the potential to streamline how contracts are prepared and vetted. AI-based legal tools, such as natural language processing and machine learning, can help by swiftly scanning and identifying inconsistencies, ambiguities or potential areas of concern in a contract. This leads to greater efficiency in the editing process, allowing for a quicker turnover time from draft to final review. While the human element of contract editing will always be necessary to consider the particularities of the transaction at hand, these AI advancements, used in tandem with human review, could enhance the efficiency and accuracy of contract review.
Another emerging trend is the rise of smart contracts, a concept that is gaining traction in the cryptocurrency community. Smart contracts are self-executing contracts with the terms of the agreement directly written into code. In the world of smart contracts , the editing process is inherently different, as the code is written in a programming language and manages the execution of the terms automatically, thus reducing the need for traditional human review. As blockchain technology continues to evolve, it will be interesting to see how smart contracts may influence traditional business contracts and editing practices.
As the landscape of contract editing continues to shift, it is clear that both attorneys and clients stand to benefit from the recent advancements in contract editing. By proactively incorporating these tools into the contract-review process, businesses and legal advisors can simplify the editing process, reduce errors, and foster more positive relations between the parties. Clients may be better positioned to understand their contracts after they know what to expect from their law firms, while lawyers may benefit from spending less time on basic proofreading and editing tasks.