Their Attorney Redlined Everything. What Now?

You sent your carefully drafted contract. It came back drenched in redlines. Pages of deletions. Clauses gutted. Your deal now feels like theirs.

This happens often in business negotiations—especially when the other party has counsel, and you don’t. But a contract full of redlines isn’t the end of the deal. It’s the start of a strategy shift.

📉 Why They Do It

Redlining everything is rarely about actual legal issues. It’s about control. By rewriting the agreement, their lawyer reframes the entire bargain to favor their client—on payment, risk, IP, termination, and more.

⚠️ What You Should NOT Do

• Don’t assume it’s “standard.”
• Don’t accept it just to close fast.
• Don’t sign before you understand the risks they’ve shifted onto you.

💼 What You SHOULD Do

1. Identify the Key Shifts

Look for critical redlines in these areas:

• Payment terms — Delays, clawbacks, vague milestones
• Termination — One-sided exit rights
• Indemnification — Shifting unlimited liability onto you
• IP ownership — Do they now own your work product?
• Governing law and venue — Did they move it to a court across the country?

2. Don’t Fight Every Edit

Focus on deal-breakers. Letting minor edits go shows you’re not unreasonable—and keeps the deal alive.

3. Use a Counter-Redline

Use your attorney to strategically push back on key terms. Don’t accept their version as final. The deal can—and should—land somewhere in the middle.

4. Know When to Walk

If the redlines change the business deal itself—not just the legal language—you may be better off walking. Some edits are signals that they plan to exploit the agreement later.

✅ Final Word

Don’t let red ink scare you. With the right strategy and legal support, you can push back, protect yourself, and still close the deal.

At JDE Law Firm, we help NY and NJ business owners review and negotiate contracts that come back full of redlines—so they don’t get steamrolled just to close the deal.

📅 Book a contract strategy consult