Redline Mode: What It Is and How to Avoid It
The more redlines you get, the more redlines you get.
I was reviewing a contract the other day.
One of the key terms was different from what the parties had discussed.
So I redlined it to fix it.
And then…I fell victim to a common trap.
Redline Mode
I made 1 simple redline, but that was enough.
I started as a passive reader. But when I made that first redline, I became an active redliner.
I was in Redline Mode.
The thing about Redline Mode is that once you make 1 redline, you feel justified in making more redlines. Since the other side is going to review 1 redline, you think, I might as well make more!
As a drafter, it’s never good when your counterparty starts reading your contract and quickly enters Redline Mode.
Once they’re in Redline Mode, they’ll redline more. They’ll redline major stuff as well as minor stuff. They’ll redline grammar and formatting. They may even redline stuff they wouldn’t have otherwise redlined.
That’s the problem when your counterparty enters Redline Mode: the more redlines you get, the more redlines you get.
So if you’re a drafter, you want to prevent your counterparty from entering Redline Mode. That’s ideal, of course, but not always possible.
Instead, we can try to delay Redline Mode.
If your reviewer doesn’t make their first redline until Section 8, that’s not bad. But if they make their first redline in Section 1, you’re in trouble. Because now the rest of your contract is more susceptible to redlines.
So the later your reviewer enters Redline Mode, the more redlines you can avoid.
One strategy is to Focus on the First Redline.
When you get redlines back, look for the very first redline. It doesn’t matter how minor, immaterial, or easy it is to accept or reject. Just Focus on the First Redline. That first redline signals the moment when your reviewer entered Redline Mode.
When you find that first redline, don’t ask “Can I accept or reject this redline?”
Instead, ask “How could I have prevented the reviewer from entering Redline Mode at this specific point?”
Hopefully your reviewer included an explanatory comment explaining their redline, as that can give you a clue as to what put them in Redline Mode.
Then, look for ways you could have avoided that first redline. Some options:
✔️ Delete the clause. If you don’t actually need it or will never invoke it, cut it.
✔️ Move the clause later in the agreement. Put less objectionable or counterparty-friendly clauses up front.
✔️ Rewrite the clause to say the same thing in a different, more palatable way. For example, some vendors hate the phrase “Vendor warrants…” but will accept the phrase “Vendor states…”
✔️ Include explanatory language justifying the clause. For example, non-solicitation clauses can allude to the vendor’s investment in their staff as a basis for the restriction.
Conclusion
If you can delay Redline Mode, you may be able to avoid redlines.
I was reviewing a contract the other day.
One of the key terms was different from what the parties had discussed.
So I redlined it to fix it.
And then…I fell victim to a common trap.
Redline Mode
I made 1 simple redline, but that was enough.
I started as a passive reader. But when I made that first redline, I became an active redliner.
I was in Redline Mode.
The thing about Redline Mode is that once you make 1 redline, you feel justified in making more redlines. Since the other side is going to review 1 redline, you think, I might as well make more!
As a drafter, it’s never good when your counterparty starts reading your contract and quickly enters Redline Mode.
Once they’re in Redline Mode, they’ll redline more. They’ll redline major stuff as well as minor stuff. They’ll redline grammar and formatting. They may even redline stuff they wouldn’t have otherwise redlined.
That’s the problem when your counterparty enters Redline Mode: the more redlines you get, the more redlines you get.
So if you’re a drafter, you want to prevent your counterparty from entering Redline Mode. That’s ideal, of course, but not always possible.
Instead, we can try to delay Redline Mode.
If your reviewer doesn’t make their first redline until Section 8, that’s not bad. But if they make their first redline in Section 1, you’re in trouble. Because now the rest of your contract is more susceptible to redlines.
So the later your reviewer enters Redline Mode, the more redlines you can avoid.
One strategy is to Focus on the First Redline.
When you get redlines back, look for the very first redline. It doesn’t matter how minor, immaterial, or easy it is to accept or reject. Just Focus on the First Redline. That first redline signals the moment when your reviewer entered Redline Mode.
When you find that first redline, don’t ask “Can I accept or reject this redline?”
Instead, ask “How could I have prevented the reviewer from entering Redline Mode at this specific point?”
Hopefully your reviewer included an explanatory comment explaining their redline, as that can give you a clue as to what put them in Redline Mode.
Then, look for ways you could have avoided that first redline. Some options:
✔️ Delete the clause. If you don’t actually need it or will never invoke it, cut it.
✔️ Move the clause later in the agreement. Put less objectionable or counterparty-friendly clauses up front.
✔️ Rewrite the clause to say the same thing in a different, more palatable way. For example, some vendors hate the phrase “Vendor warrants…” but will accept the phrase “Vendor states…”
✔️ Include explanatory language justifying the clause. For example, non-solicitation clauses can allude to the vendor’s investment in their staff as a basis for the restriction.
Conclusion
If you can delay Redline Mode, you may be able to avoid redlines.