Tips on comparing contracts

October 28, 2009 8:31 AM

How do you compare contracts? (or perhaps "How do lawyers compare contracts?")

I had to sign a contract the other day. There were two copies of the contract and I had to sign each one. Before the meeting I was emailed a PDF of the contract to look through.

There is the potential here for each of the three copies of the contract to be different. I was wondering what strategies people have for dealing with this?

I would also be interested in less simple cases: comparing printed with electronic contracts; comparing contracts when the font size or paper size means the words wrap onto different lines.

The obvious answer is not to use a shortcut - to read each contract word by word, but there must be a trick here - what is it?

posted by devnull to law & government (8 answers total)

Of course, IANYL.

Cool question - there are generally three ways:

1 - do a visual compare. The easiest way to do this is to look at the beginning of each line and see if the words are the same. After a while, you get an eye for doing it quickly. This is the way that it used to be, for everyone, all the time. That must have sucked. There are all kinds of conventions for how to do this and how to mark them, and this is why all young transactional lawyers used to have red stains on all their cuffs. This is really your only option if you don't have "soft copies" of the documents that can be compared in a word processor or similar document. If you have a PDF which was scanned, you are out of luck. If you have one that can have the text selected and copied out to a different document (this requires that the document have been printed to PDF and that the permissions are appropriately set), you can copy the text out and then proceed as it 2 and 3 below.

2 - with documents that are in Word or can be copied into Word, you can use Tools --> Compare and Merge Documents. You might need to mess around to get this to work right (i.e. the right document to be the starting point), but you can essentially use it to generate documents to show track changes even if the documents weren't prepared that way.

3 - There are commercial stand-alone programs (like DeltaView) which are more customizable and can be used to show the differences in a variety of ways. This is primarily what lawyers use. There may be some web-based programs like these as well.
posted by iknowizbirfmark at 8:50 AM on October 28, 2009

I am a lawyer, though not your lawyer.

And yeah, basically what iknowizbirfmark said. I also use the straight-up Compare function, which combines to make a new document and prevent the (#*&@#&$ AHHHHHHHHHHHHHHHH of accidentally saving the merged document over one of the compared documents.

The produced document is called a blackline or redline, as the new bits are usually underlined and the deleted bits are usually struck out. As you can imagine, it's really helpful when working with longer documents, so standard practice for a lot of lawyers is to supply a *line along with the "clean" when distributing a new, revised version to clients or the other side.
posted by joyceanmachine at 9:00 AM on October 28, 2009

The neverending question of exactly what kind of document lawyers mean when they save "redline" or "blackline" or "compare write" or "track changes" is left as an exercise to any readers obsessed with this topic!

Note that, at least in Word, depending on the version, you might find the feature in different places and implemented in different ways, but it should be there somewhere. I still use a customized Word 2003, I think that joyceanmachine is referring to Word 2007 (although I'm not sure - that could just be something that my custom version of Word 2003 excludes in favor of a link to our integrated version of DeltaView).

OP, depending on the importance and negotiability of the contract in question, it's perfectly acceptable for you to ask for a Word version of the document so that you can do what I described in 2. You don't want to do business with anyone who doesn't want you to have a chance to appropriately review and evaluate what you're agreeing to and changes to the documents you're going to sign.
posted by iknowizbirfmark at 9:10 AM on October 28, 2009

I also am an attorney, but cannot act as your attorney.

In addition to thirding the above (I use DeltaView, and love it, but you probably don't want to spend the money for a one-off), you could ask the provider of the contract to insert a clause that says "the parties agree that the body of this contract is intended to be identical to the form attached as exhibit A hereto/[this specifically identified agreement]" to give you some confidence that they can't change the form on you. You'd have to be careful with the drafting, to make sure it would be enforceable, but that could also help address the issue.

Actually, if you want to send me the docs, I can see if I can deltaview them for you and email them back to you so you can see if there are changes. I can't offer you any legal advice on the contents nor can I act as your attorney, but I think it's probably fine to see if I can run the compare and give it to you.

Sometimes, if you have scanned PDFs, you can get the text via OCR.
posted by mccn at 9:17 AM on October 28, 2009

Personally I insist on MS Word formatted documents for the entire process ... and I use the inbuilt functionality (track changes, blacklines, and compare documents).

It is not unknown for some laywers to use track changes and "accidental" accept their own changes ... so you still have to be careful (someone from CC did that to me once ... I wasn't happy ... but I think it was her inexperience).

These days, for complex negotiations or with people I don't trust, I tend to create a table of clauses under discussion ... with the original clause on the left, and the track changes and discussion on the right ... and work from that - without altering the base doc ... and merge the final changes into the base document before signing. It is a PITA ... but it works well.

And I sign MY printout/PDF.

YMMV

J
posted by jannw at 9:25 AM on October 28, 2009

1 - do a visual compare. The easiest way to do this is to look at the beginning of each line and see if the words are the same.

If both sets are purportedly identical printouts from the same file, I sometimes start by placing one page from each set together and holding both pages up to the light. This will catch the most obvious of discrepancies. Then follow up with a line-by-line review - a long ruler comes in handy.
posted by hellopanda at 12:22 PM on October 28, 2009

If you have to do it in a pinch, you can scan the first and last words on each page, or each line, or whatever. If something is changed, usually your eye will catch the difference in formatting or a word will have moved from one line to the next. But your best bet is to read every word of the most important paragraphs.
posted by MrZero at 7:08 PM on October 28, 2009

Lots of good answers. DeltaView looks especially interesting. Thanks.
posted by devnull at 2:45 AM on October 29, 2009