The current redlining paradigm in use with most word processing solutions today needs improvement. It's consuming far too much of our time, and fails to express our intentions efficiently and accurately. There's a better way.
Consider the following definition, from Bob’s NDA template:
"Affiliate": a corporation that is controlled by a party to this Agreement, for as long as such control exists. For purposes of this definition, "control" means ownership of more than fifty percent of the outstanding voting shares or securities.
Let’s say Alice makes the following changes to Bob’s definition, with track changes/suggestions turned on:
"Affiliate": a corporation, company or similar entity that is controlled by a party to this Agreement, for as long as such control exists.
For purposes of this definition, "control" means ownership of more than fifty percent of the outstanding voting shares or securities.
Alice wants to cover her bases by expanding the entity list, and deletes the second sentence because she thinks the definition is too restrictive and that defining “control” is unnecessary.
After reviewing Alice’s changes, Bob decides to accept the first insertion, but to reject the deletion. The text would appear as follows, after Bob's acceptance and rejection, respectively, of Alice's changes:
"Affiliate": a corporation, company or similar entity that is controlled by a party to this Agreement, for as long as such control exists. For purposes of this definition, "control" means ownership of more than fifty percent of the outstanding voting shares or securities.
With respect to the reinstated second sentence, Alice would not necessarily catch that Bob added back the old text verbatim unless Alice runs a new redline against her draft.
If Bob seeks to convey greater transparency regarding his treatment of Alice's second change, he has two options.
Bob must undergo the effort of selecting this text and typing a comment for it, stating, “This text has been reinstated …” or the like.
Or Bob must: (i) reject Alice's deletion, (ii) copy the formerly deleted text, (iii) undo the rejection of the deletion, (iv) accept the deletion, and (v) paste the text (or copy the text from another copy of the document and paste it) with track changes on. After completing this tedious sequence, the definition will appear as follows:
"Affiliate": a corporation, company or similar entity that is controlled by a party to this Agreement, for as long as such control exists. For purposes of this definition, "control" means ownership of more than fifty percent of the outstanding voting shares or securities.
But this also is not ideal. Alice must trust that Bob reinstated the language verbatim. Alice will still need to run a new redline to confirm.
A better redlining paradigm is possible. We should increase the options available to the editor and tailor those options to the context of either newly inserted text or new deleted text. It would be nice if we could better communicate our intended response, and save steps in the process.
One possible solution is to add an option to "strike-out" proposed insertions, to save time, and to "reinstate" proposed deletions, to signal verbatim reinstatement.
Under this, the first two options are the same choices we have now. The last of the three, however, is new.
For newly inserted text, the editor can:
- accept (ie, convert to clean text)
- reject (disappear the inserted text)
- strike-out (show inserted text with strikethrough redline)
For the newly deleted text, the editor can:
- accept (disappear the text)
- reject (convert to clean text)
- reinstate (show deleted text with dotted underline)
To illustrate, let us return to our example of the redlined definition from Alice, again confronting Bob:
"Affiliate": a corporation, company or similar entity that is controlled by a party to this Agreement, for as long as such control exists.
For purposes of this definition, "control" means ownership of more than fifty percent of the outstanding voting shares or securities.
This time, let’s say Bob decides he wants to avoid clutter in the definition by removing "company," thus simplifying the prefatory clause in favor of, simply, "a corporation or similar entity."
Currently, Bob needs to accept the text and then delete the undesired remainder. With this new system, Bob has the option of a one-click selection of "strike-out" for the ", company" text. After accepting the rest of the insertion, the definition would then appear as follows:
"Affiliate": a corporation
, companyor similar entity that is controlled by a party to this Agreement, for as long as such control exists.For purposes of this definition, "control" means ownership of more than fifty percent of the outstanding voting shares or securities.
With respect to the second sentence of the definition, this time Bob is feeling a bit more conciliatory and, instead of insisting on the original language verbatim, is willing to make edits to it in an attempt to make the sentence more palatable to Alice. He's hoping that by adding “direct or indirect” before “ownership," Alice will accept the sentence.
As proposed here, Bob is not stuck with the five steps, but now has a new option: he can "reinstate" the text verbatim. The struck text is back, but with a unique way of indicating verbatim reinstatement—red dotted underline—and with changes to the reinstated text indicated as normal redlines. The second sentence would then look like this:
"Affiliate": a corporation
, companyor similar entity that is controlled by a party to this Agreement, for as long as such control exists. For purposes of this definition, "control" means direct or indirect ownership of more than fifty percent of the outstanding voting shares or securities.
This allows Bob to more efficiently communicate to Alice that he was not willing to remove the sentence altogether, but he was willing to modify it in an attempt at compromise.
