The Other Side Changed My Contract With AI — What Now?
Treat the returned document as a new contract, not an edit. An AI-assisted rewrite can reword the entire document — which quietly defeats track changes and buries substantive shifts inside innocent-looking rephrasing. Demand a redline against the version you sent, run your own document comparison anyway, and never rely on the other side's summary of "what we changed." If the differences touch money, liability, or termination, put the comparison in front of a licensed attorney before you sign.
Why an AI rewrite is different from a normal markup
Traditional negotiation leaves a visible trail: tracked changes, a redline, edits clustered where the disagreement is. An AI-assisted revision often regenerates whole sections in fresh language. The result reads smoother — and comparison tools light up everywhere, making the meaningful changes hard to spot among hundreds of cosmetic ones. Whether or not anyone intended it, the practical effect is camouflage.
The five moves to make before you sign
- Demand a redline against your version. A cooperative counterparty produces one without friction. Reluctance to show what changed is itself information.
- Run your own comparison. Word's Compare feature or any document-diff tool, using the exact file you sent as the baseline. Never diff against your memory.
- Check the load-bearing clauses first. Governing law and venue, indemnification, limitation of liability, payment terms and deadlines, termination rights, and every defined term. A one-word change in a definition can reroute obligations through the whole document.
- Watch for what disappeared. Rewrites remove as easily as they add. Protections you negotiated into the earlier draft may simply be gone — a deletion is invisible unless you're comparing documents, not reading the new one.
- Ignore the cover-email summary. "Just cleaned up the language" is a courtesy, not a representation you can rely on. What binds you is the text.
Watch the defined terms especially
AI-regenerated drafts are prone to defined-term drift: "Services" quietly becomes "the Services described in Exhibit A," "Confidential Information" gains or loses a carve-out, a "business day" definition changes which deadlines you can actually meet. Each shift looks editorial; together they can reallocate real risk. Inconsistent or drifting definitions are among the most common defects professionals find in AI-touched documents.
When to bring in a professional
If your comparison shows changes to money, liability, indemnity, IP ownership, termination, or dispute resolution — or if the rewrite is so extensive that comparison is impractical — a flat-fee attorney review of the returned draft is the proportionate response. Reviewing a marked-up comparison is fast work for a lawyer licensed in the governing-law state; it's the kind of engagement many list at fixed prices. If the changes your diff shows are purely cosmetic and the deal terms are intact, signing without counsel can be a reasonable call — the point is that you only know which case you're in after the comparison, never before.