3 Words and Phrases to Cut from your Contracts to Avoid Redlines
If you want to reduce redlines, here are 3 words and phrases to cut from your contracts.
Yes, redlines happen a lot in clauses like indemnification and limitations of liability. That makes sense. Those are big important clauses.
But redlines also happen because some words and phrases — which seem minor and insignificant — invite redlines.
These words and phrases stick out. They call attention to themselves. They’re warning signs to whoever reviews your contract.
They set off Redline Radar.
They increase the likelihood that whatever comes next is going to get redlined.
Here are some examples:
1 — “liable”
The worst way to get your counterparty’s attention is to tell them they’ll be “liable for” something. This word invites redlines because your counterparty’s first reaction is to avoid liability. So when they see the word “liable,” they’re ready to redline whatever comes next.
To avoid setting off Redline Radar, use a more palatable word like “responsible” and leave liability to the litigators.
2 — “deem”
“Deem” takes away our control — something is happening whether we like it or not. And not only that, “deem” is a lawyerism — it calls attention to itself, so it increases the chances that whatever comes next will be scrutinized and redlined.
Instead of a phrase like “will be deemed,” use an alternative like “will be said” or “will be considered.” Same idea, but less likely to trigger Redline Radar.
3 — “ with or without notice”
Giving notice seems like such a low bar to meet. So when somebody tells us they want to do something without notice, that feels unreasonable and raises alarms, so we’re ready to redline.
Instead, consider saying that you’ll try to give notice, but then explain specific scenarios where you may be unable to give notice, like exigent circumstances.
This alternative may be better received than a blunt phrase like “with or without notice.”
Conclusion
So now we know 3 examples of words and phrases that trigger Redline Radar and can lead to more redlines.
What are some other minor words and phrases that trigger your Redline Radar?
Yes, redlines happen a lot in clauses like indemnification and limitations of liability. That makes sense. Those are big important clauses.
But redlines also happen because some words and phrases — which seem minor and insignificant — invite redlines.
These words and phrases stick out. They call attention to themselves. They’re warning signs to whoever reviews your contract.
They set off Redline Radar.
They increase the likelihood that whatever comes next is going to get redlined.
Here are some examples:
1 — “liable”
The worst way to get your counterparty’s attention is to tell them they’ll be “liable for” something. This word invites redlines because your counterparty’s first reaction is to avoid liability. So when they see the word “liable,” they’re ready to redline whatever comes next.
To avoid setting off Redline Radar, use a more palatable word like “responsible” and leave liability to the litigators.
2 — “deem”
“Deem” takes away our control — something is happening whether we like it or not. And not only that, “deem” is a lawyerism — it calls attention to itself, so it increases the chances that whatever comes next will be scrutinized and redlined.
Instead of a phrase like “will be deemed,” use an alternative like “will be said” or “will be considered.” Same idea, but less likely to trigger Redline Radar.
3 — “ with or without notice”
Giving notice seems like such a low bar to meet. So when somebody tells us they want to do something without notice, that feels unreasonable and raises alarms, so we’re ready to redline.
Instead, consider saying that you’ll try to give notice, but then explain specific scenarios where you may be unable to give notice, like exigent circumstances.
This alternative may be better received than a blunt phrase like “with or without notice.”
Conclusion
So now we know 3 examples of words and phrases that trigger Redline Radar and can lead to more redlines.
What are some other minor words and phrases that trigger your Redline Radar?