Contract revision review: what to check after a new draft arrives
When a counterparty returns a contract, compare it with the exact version your firm sent. Then connect the differences to the open issues and the attorney responsible for deciding what happens next.
The result should show the wording changes alongside the issues that need an attorney's decision. The following short, fictional example shows what that record could look like.
Three changes in a returned draft
The example uses a synthetic agreement with five short clauses. The returned copy marks the amount and notice-date edits with review notes. It also changes a definition without marking it.
| Clause | Version sent | Version returned | Marked in the returned copy? |
|---|---|---|---|
| 1. Definition | "Deliverables" means the final report. | "Deliverables" means the final report and supporting workpapers. | No |
| 2. Fee | The fee is $12,000. | The fee is $15,000. | Yes |
| 3. Notice | Any notice under this agreement must be received by November 20, 2026. | Any notice under this agreement must be received by November 27, 2026. | Yes |
The amounts, dates and wording are invented for this example.
The definition change belongs on the review list even though the returned copy did not mark it. In this example, unchanged clauses 4 and 5 also use "Deliverables": the provider sends them, and the client reviews them. The attorney needs to review those references when deciding what the expanded definition would mean.
Establish the correct pair of versions
Keep the version sent to the counterparty and the version returned, with the messages or records that identify each. A file named "latest" is not enough on its own.
Record the file or document identifier, version, sender and receipt or sent time. If an attachment is missing or the proposed source version is uncertain, resolve that before presenting the comparison as complete.
Keep any marked copy and the clean text distinguishable. Review notes describe what someone chose to flag; the underlying text provides the material to compare.
Check the comparison tool you already have
Microsoft documents a legal blackline comparison in supported Windows desktop versions of Word. It compares an original and revised document and, by default, puts the differences in a new document.
Select the confirmed versions and review the comparison settings and output. Microsoft also describes separate behavior when either input already contains tracked changes, so follow the instructions for the files you have.
A comparison identifies wording differences. The responsible attorney decides which changes matter, what they affect and whether to accept, reject or revise them.
Carry each difference into the issues list
For the synthetic agreement, the next record could look like this:
| Issue | Source to check | Question for the attorney | Current disposition |
|---|---|---|---|
| Fee | Sent clause 2 and returned clause 2 | Is the proposed $15,000 fee acceptable? | Open; assigned to reviewing attorney |
| Notice date | Sent clause 3 and returned clause 3 | Is November 27, 2026 acceptable for this agreement? | Open; assigned to reviewing attorney |
| Deliverables definition | Both versions of clause 1, plus the references in clauses 4 and 5 | Should supporting workpapers be included, and what else needs review if they are? | Open; assigned to reviewing attorney |
These entries keep the decision separate from the detected difference. None is marked accepted merely because the change appeared in the returned version.
Keep a source reference for each finding and record the attorney's disposition. Before sending the next draft, check that its wording reflects the decisions actually made and that the issues list describes that version.
Use a short version-check checklist
For the next returned draft, confirm:
- The comparison uses the version actually sent and the version actually returned.
- The relevant text can be read and compared; any missing or uncertain material is identified.
- Each reported difference points to the relevant wording in both versions.
- Defined terms and related clauses that may need review are identified for the attorney.
- Open issues have an owner, and accepted decisions are reflected in the next draft.
If the comparison is uncertain, keep the issue open for review. Do not treat a summary as proof that all changes have been found.
Where automation could help
A workflow to explore with SubAI could assemble the version pair, prepare a comparison for review and connect proposed issues-list updates to their source passages. The fit depends on access to your documents, the capabilities of your existing tools and the review process your lawyers want to keep.
That could be useful when the repeated work is gathering versions, checking references and keeping the issues list current. Your attorneys retain the decisions about meaning and the response to the counterparty.
Try a controlled example first
Start with a fictional document pair containing known changes, including one that is unmarked. Check whether the review identifies each intended difference, produces false alerts or points to the wrong passage. Record the time the attorney needs to verify and correct it.
Passing a small example gives you a result for those documents. It does not establish that the workflow catches every change in longer or more complex agreements. Further testing should cover the kinds of documents and revisions your firm actually handles.
Explore SubAI's approach to law-firm automation or compare software, a consultant and a managed service.