Checking for Drafting Errors

The Proofreader checks for the following kinds of drafting errors:

  • Capitalized words and phrases that are not uses of a defined term

  • Duplicate defined terms

  • Miscapitalized defined terms

  • Inconsistently formatted provision titles, defined terms, cross-references, and ancillary references (available in Word 2010 and later)

  • Problems with provision numbers, inline list markers (such as (a) (b) (c) and (i) (ii) (iii)), and alphabetization of definitions lists

  • Unmatched punctuation, specifically brackets ([ ], ( ), { }), curly double quotation marks (“ ”), and guillemets (« », ‹ ›)

To learn about Go to
Provisions Working with Provisions
Defined terms Working with Defined Terms
Cross-references Working with Cross-References
Ancillaries Working with Ancillaries
Inline lists Working with Inline Lists and Proviso Lists

Note: The Proofreader does not check for drafting errors within comments, footnotes, and endnotes. Search for “comments”, “footnotes”, and “endnotes” in Word Help to learn about these items.

Drafting errors are highlighted in your document. This highlighting doesn’t change your document in any way. To hide this highlighting or change its color, choose Preferences from the pop‑up menu at the top of the Contract Tools pane to show the Preferences view, and then use the Highlighting & Underlining controls. To troubleshoot problems with highlighting appearing in the wrong place, see The Contract Tools Pane Appears with Black Shapes; Highlighting is Misplaced.

The Proofreader ignores some errors by default. To choose the kinds of errors that the Proofreader ignores, choose Analysis Settings from the pop‑up menu at the top of the Contract Tools pane to show the Analysis Settings view, and then use the Drafting Errors controls.

Here are errors that the Proofreader ignores by default:

  • Adjacent uses of defined terms: When the Proofreader checks for capitalized words and phrases that are not uses of a defined term, it ignores adjacent uses of defined terms.

  • Duplicate defined terms: When the Proofreader checks for duplicate defined terms, it ignores different forms of the same defined term (for example, “Company”, “Companies”, and “the Company”) that appear in the same paragraph.

  • Miscapitalized defined terms: The Proofreader finds only miscapitalized defined terms that have a mix of uppercase and lowercase letters. For example, if Material Contract is a defined term, then the Proofreader finds material Contract, but not material contract.

  • Capitalized words and phrases: The Proofreader ignores many kinds of capitalized words and phrases when it checks for those that are not uses of a defined term. To select the kinds of capitalized words and phrases that the Proofreader ignores, click Exclude under Drafting Errors in the Analysis Settings view, and then select the kinds of capitalized words and phrases you want the Proofreader to ignore.

    Select this To make the Proofreader ignore these kinds of capitalized words and phrases

    Accounting and finance terms

    Goldman, Sachs & Co.

    PricewaterhouseCoopers

    Baa3

    New York Stock Exchange

    The Wall Street Journal

    Arbitration forums

    American Arbitration Association

    Judicial Arbitration and Mediation Services

    JAMS

    Business entities

    Paper Software LLC

    Paper Software, Inc.

    OOO Paper Software

    Paper Software, SA/NV

    Paper Software s.à r.l.

    Business entity terms

    Board of Directors

    Audit Committee

    Chief Executive Officer

    Assistant Secretaries

    Articles of Formation

    Canadian government bodies

    Bank of Canada

    Canada Mortgage and Housing Corporation

    Department of Foreign Affairs and International Trade

    Canadian statutes

    Bankruptcy and Insolvency Act

    Food and Drugs Act

    Winding-up and Restructuring Act

    Contact information

    Attention

    Facsimile

    Email

    Dates and times

    Midnight

    Friday

    December

    Eastern Standard Time

    Government bodies

    Consumer Financial Protection Bureau

    Department of Justice

    Ministry of Defence

    Incentive plans

    Approved Share Option Scheme

    Long Term Incentive Plan

    Restricted Stock Plan

    Intergovernmental organizations

    European Union

    United Nations

    World Trade Organization

    Jargon

    Amended and Restated Plan of Merger

    Article

    Federal

    Form of Notice

    Stock Purchase Agreement

    Risk Factors

    Law firms

    Adams and Reese

    Krieg DeVault

    Wyatt, Tarrant & Combs

    Names and honorifics

    James Smith, Esq.

    Dr. Mary Johnson

    Places

    Central America

    United States of America

    British Columbia

    New York City

    Bailiwick of Guernsey

    Regulations and forms

    International Traffic in Arms Regulations

    Form W‑8BEN

    Regulation S‑X

    Rule 144A

    Schedule 14D‑9

    Self-regulatory organizations

    Accounting Principles Board

    Financial Industry Regulatory Authority

    Public Company Accounting Oversight Board

    Statute titles

    Bankruptcy Code

    Companies Act

    Treaty of Amsterdam

    Technology terms

    PDF

    Internet

    MIT License

    UK government bodies

    Bank of England

    Financial Services Trade and Investment Board

    Her Majesty’s Treasury

    UK public general acts

    Contracts (Rights of Third Parties) Act

    Financial Services (Banking Reform) Act

    Income and Corporation Taxes Act

    Uniform laws

    National Conference of Commissioners on Uniform State Laws

    UCC

    Uniform Gifts to Minors Act

    US federal courts

    Supreme Court of the United States

    United States Court of Appeals for the Second Circuit

    United States Court of Federal Claims

    Southern District of New York

    US federal government bodies

    Federal Reserve System

    Patent and Trademark Office

    Electronic Data Gathering, Analysis, and Retrieval System

    Flood Insurance Rate Map

    US federal statutes

    COBRA

    Food, Drug, and Cosmetic Act

    Worker Adjustment and Retraining Notification Act

    US state business entity regulators

    Delaware Secretary of State

    Secretary of State of New York

    Virginia State Corporation Commission

    US state business entity statutes

    General Corporation Law of the State of Delaware

    New York Partnership Law

    Beverly-Killea Limited Liability Company Act

    US state courts

    Delaware Court of Chancery

    New York Supreme Court

    California Court of Appeal for the First District

The Proofreader always ignores the following kinds of capitalized words and phrases when it checks for those that are not uses of a defined term:

  • All caps: The Proofreader ignores paragraphs set in all uppercase letters (all caps).

  • Alphanumeric codes: The Proofreader ignores alphanumeric codes (such as B26354).

  • Capitalized words at the beginnings of sentences: The Proofreader ignores capitalized words that appear only at the beginnings of sentences. In addition, the Proofreader ignores words commonly used to begin sentences (such as The, Each, and Notwithstanding) when they appear at the beginnings of sentences, even if they also appear elsewhere.

  • Currencies: The Proofreader ignores currencies (such as US Dollars, USD, Euros, and EUR). To learn about the currencies Contract Tools detects, see Finding Amounts of Money.

  • Numbers: The Proofreader ignores numbers (such as One, One Hundred Million, and First).

  • Provision titles: The Proofreader ignores provision titles when they appear at the start of a provision and when they appear within parentheses or square brackets ([ ]).

  • Quotation marks: The Proofreader ignores capitalized words and phrases enclosed in double quotation marks (“ ”, " ") or guillemets (« », ‹ ›).

  • Singular and plural forms of defined terms: You may use singular defined terms in their plural forms, and plural defined terms in their singular forms (for example, you may define Subsidiary but use Subsidiaries). The Proofreader ignores singular and plural forms of defined terms. To learn about defined terms, see Working with Defined Terms.

To learn how to manage drafting errors, including how to ignore drafting errors, see Managing Drafting Errors.