Contract negotiators have long traded redlines. Those drafts represent a party’s priorities and judgment applied to the specific transaction. But things have changed. We now have counterparties and clients who send us markups without any meaningful human input.
Despite this fundamental change in what we receive, many of us are following the same workflow we’ve used for years. We take our valuable time to respond to the slop, trying to bring the document back to a reasonable representation of deal terms.
But responding the same way to AI-slop drafts as we did to human-generated drafts doesn’t make sense.
What we should do instead
The fundamental shift that needs to happen is to stop treating the receipt of AI-drafted contracts as the start of a negotiation. As I see it, negotiation doesn’t start until both sides have a human with ownership leading the review, someone who understands the context and is empowered to exercise judgment in deciding how to respond.
Here are the three steps I propose we follow:
We can treat the AI-slop draft as the first round of a preliminary document exchange that doesn’t require a written response. It is background information, similar to receiving the counterparty’s insurance certificate, gifts policy, or list of people who will be included in an exhibit.
We can schedule a call to discuss the redlined document. We let the person know that we’re asking them to explain the context and importance of each edit. This discussion is when the negotiation starts. We get what the AI-slop markup lacks: a human providing context and judgment.
If the AI-slop provider won’t do a call, or the person on the call cannot explain the edits, we can respond with generalized high-level statements and comments. We shouldn’t waste our company’s or client’s time with detailed edits of the AI-generated language. Instead, we can ask general questions about it in the comments. We can save specific edits for when the other side provides human explanations and justifications.
My approach only works with the support of our clients and internal teams. To get that support, we need to be able to justify why this shift matters and how it changes the process. For internal teams, that means no more flipping a redline as the next step. For law firm clients, that means helping them understand how meaningfully engaging with an AI-generated document will increase the overall time and cost of the negotiation.
The takeaway is that we are ready to respond when there’s a human edit to respond to.
I love negotiating contracts using an exchange of redlines. I’ve found it to be a very efficient and asynchronous way to find common ground. But that was when a human was behind the edits. It’s time to stop responding to this new AI contracting world with the same old practices.
Let’s stop the madness and stop treating those drafts the way we always have. Instead, let’s treat them as the machine-generated slop that doesn’t deserve a response.
These days, the negotiation starts only after two people talk about the terms they want for that particular deal.
