October 28, 2021

Redlining in Microsoft Word 365a step-by-step guide to comparing legal drafts

Negotiators often create a “redline” (or “blackline”) version of a new document draft that marks out all changes and comments to a prior draft. When you send a draft to the other side, it’s common courtesy to send both a redline and a “clean copy” without comments or edit marks. It’s also careful practice to create your own redlines of drafts you receive, to be sure all changes get marked for your attention. Technical readers will notice a parallel with “diffs” and “patch files”.

Some lawyers use specialized software to make redlines. But many now rely on a built-in feature of Microsoft Word. Here’s how it’s done.

Open Review Tab
Open Microsoft Word, then open the “Review” tab of the ribbon.
Click Compare
Click “Compare”.
Select Compare
Select “Compare…”.
Select Files
Click the open-folder icons to select the files to compare. The prior draft goes on the left. The new draft goes on the right. If you select files in the wrong order by mistake, you can click the two arrows facing left and right in the middle of the menu to swap them.
Click OK
Click “OK”. Word will open a new document showing the text and changes. You can save that new document as a new redline file.

I typically name redline files created this way something like “Track Changes Redline” or “Track Changes Redline with Comments”. If we’re negotiating multiple documents, like a master agreement and a statement of work, I will name one redline “Master Track Changes Redline” and the other “SOW Track Changes Redline”.

When a counterparty sends me a turn, I will nearly always create my own redline, even if they sent me one to begin with. I name those redline files something like “Redline (KEM generated)” or “Master Redline (KEM generated)” to distinguish them as files I made, rather than files I received.

Your thoughts and feedback are always welcome by e-mail.

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