Lawyers typically understand basic technologies that make it easier to practice law and work with adversaries. For instance, many lawyers adopt certain technologies to easily share documents or conduct conferences remotely, and pretty much everyone within the legal profession knows how to use such technologies. Along similar lines, individuals usually know how to redline documents electronically so that lawyers can see proposed changes and comment on them. One of my biggest pet peeves when negotiating documents is when lawyers send PDF versions of documents that clearly need to be negotiated. Although this is unavoidable in some situations, if a Word version of the document is available, that should be sent instead.
Earlier in my career, I was tasked with negotiating a lease for a client. I connected with the landlord’s lawyer, who said he would soon send me his proposed documents. Later, the landlord sent me the proposed lease as a PDF, and gave me instructions on how my client could sign the document and pay money owed under the proposed lease. This was a significant lease, so I had no idea why this attorney believed it was appropriate to send the PDF document with signing instructions when this lease would obviously need to be negotiated.
I asked the lawyer to send a copy of the lease in Word format, and the attorney eventually complied. However, it took time for this lawyer to flip back a Word version of the document, and the timeframes involved in the matter were tight. I tried to convert the PDF into a Word version by myself, but this did not work out too well. The resulting document had a formatting issues that made it difficult to review — a typical problem when converting PDF documents into Word.
I eventually asked this lawyer why he sent me the PDF document with signing instructions instead of sending a Word version of the document in the first instance. He attorney told me that there was a chance that my client would just sign the document without revisions and, so to facilitate this possibility, the lawyer wanted to make it more difficult for me to review and revise the lease.
This made very little sense to me. Since the client had gone through the trouble of hiring a lawyer to review the lease, there was almost no chance that said lawyer would not have any revisions to the lease. Moreover, the lease had extremely unfavorable language for my client as many leases do in the first instance. It is unfathomable that a lawyer would not protest some of the language in this lopsided lease, and I found it a little disrespectful that the other lawyer thought there was even a small chance I would consent to such language without protest. Additionally, the lease included basic errors that did not reflect the letter of intent that was signed between the parties, so there was even less chance this lease would be signed without any alterations.
In some instances, perhaps, it might make sense for a lawyer to send a PDF version of a document rather than a Word version. For instance, if the document is brief, the counterpart has not hired counsel, and it is not a situation in which clients typically negotiate terms, then a PDF might be sufficient. However, a multi-year lease with accompanying documents is not the type of situation in which parties will not negotiate terms. In such circumstances, lawyers should just send Word versions of documents in the first instance. This saves everyone time and helps make it easier to work on a representation.
Jordan Rothman is a partner of The Rothman Law Firm, a full-service New York and New Jersey law firm. He is also the founder of Student Debt Diaries, a website discussing how he paid off his student loans. You can reach Jordan through email at jordan@rothman.law.
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