September 21, 2022

Corporate Lawyer Etiquette: Marking Up Documents

One of the things about this job that’s an ongoing lesson in humility for me is how many of our readers are terrific bloggers in their own right. Andrew Abramowitz is one of those folks.  He’s a lawyer in New York who doesn’t blog a lot, but when he does, he almost always has something interesting to say.  He posted this blog with some tips on boorish behaviors to avoid when reviewing & commenting on documents.  Here’s an excerpt:

Sending Uneditable Drafts. Often I will receive initial drafts of an agreement in PDF or read-only form. In other words, I can’t easily get into the document to provide edits. Sometimes it’s possible to convert the PDF to Word, but the formatting is garbled. Of course, I can provide the comments in other ways besides directly editing the document, but the point is that you’ve made it harder for me to do my job. If the intent in doing this is to discourage commenting, at least with me it may have the opposite effect, by reducing my trust of the other side. The time to create PDF versions is when both sides are in agreement and ready to execute.

Providing Comments in Installments. When you provide a set of comments, they should represent all of your side’s input on the agreement, unless you state otherwise explicitly (e.g., the client is still reviewing, it’s subject to tax counsel’s review, etc.). When you’ve received a set of comments, you can decide with the client that of the, say, ten substantive comments, you’ll compromise on five of them and push back on the remainder. If, however, the other attorney then announces that they have five new substantive comments that they could have raised earlier, then the universe of comments is larger than you had understood when responding to the initial set.

There are some other great pieces of “don’t be that lawyer” advice in the blog, so be sure to check out the whole thing.

John Jenkins