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The proofreading fundamentals

Correct, don’t edit: unless you are told otherwise, when proofreading another person’s document, do not make subjective changes (such as altering the substance, tone or style); only correct mistakes.

Check where to make corrections: always check whether you should make corrections on a hardcopy (i.e. printed) version of the document (by way of a hand mark-up) or on a soft copy version (using track-changes). If you make soft copy changes and your supervisor does not realise, there is always a chance that document will make its way to a partner, third party adviser or client without anyone realising you had left in (potentially incorrect) changes/comments. If you make hard copy changes and you are approaching a tight deadline, this could be problematic if your supervisor has not factored in the time it will take to subsequently type those changes into the final document. This is why it is best at the outset to clarify which approach you should take.

Spell-checker: do not rely solely on a spell checker. A spell checker won’t necessarily pick up mistakes such as inconsistent use of defined terms, erroneous cross-references, incorrect use of words or misspelled party names.

Distance yourself from the work: if you need to proofread a document that you have written, try to build in time between writing and proofreading it; you are more likely to identify mistakes if you come back to the document with fresh eyes (as you are more likely to read what is actually written, as opposed to what you intended to write). When you do come back to it, you could try holding a ruler under each line to help you really focus on what you are reading.

John Trimbos: in general, people tend to be more accurate when proofreading hard copy documents, as staring at a computer screen can cause eye strain (which may be distracting). If this applies to you, perhaps print off hard copy documents when proofreading particularly important content. 

Proofread everything: everything you produce reflects on you as a trainee. Proofread every email you send, every memo you write, every PowerPoint you put together, just as you would with a university assignment or job application. A spelling mistake in an email to your supervisor could quite easily make its way to others in the firm (or even the client) if message chains are forwarded between people.

Lists: check that the penultimate line in each list ends with “and” or “or” and that semi-colons, commas and full stops are used consistently and correctly.  

Shorthand: supervisors may use shorthand symbols when marking up documents. Clarify what various symbols mean if you are unclear and make a note of these for future reference. For instance, in some firms the following symbols are used:

Party names: some clients are very specific about how they want their company’s name to be written. Some may insist on “Plc”, “Ltd” or “Limited” at the end, others may care less. Check that a party’s name is used consistently and in accordance with the client’s preferences. Getting a company’s name, or the name of an individual (e.g. a signatory) wrong comes across as sloppy and impolite at best; at worst, it could call into question the validity of a document (for example, if you misspell a director’s name – or include the wrong name altogether – on a Companies House form or in a signature block).

Headers and footers: check whether a document’s header should include words denoting the status of that document, for example “DRAFT”, “PRIVILEGED”, “CONFIDENTIAL” and/or “EXECUTION VERSION” (and consider whether any such words that were already in the header still apply). Also check whether the document includes – or should include – the current date, the latest document number and version number, and page numbers (which can be especially helpful if you subsequently need to print long documents and ensure the pages are in the correct order).

Document numbers: when working on documents via a firm’s centralised document management system, those documents may have an automatically-generated number that appears at the bottom of each page (this is known as the “document number”). Such documents may also display a “version” number that updates each time the document is amended, saved and then reopened (this could appear as “/version number” at the end of the document number). During a signing process, if the document number (and version number, if applicable) appears on every page of a document, this can help to evidence that the document’s signature pages belong to that specific document.

Square brackets/blobs/missing information: sometimes when a document is in its early stages, the creator will use symbols/indicators such as [·] or [ref needed] to denote the need to subsequently include information that is not yet known or available. If proofreading a final draft of a document, search for “[“ and “]” to check whether there is any information that has yet to be confirmed (or whether any remaining stray square brackets need to be deleted).

Defined terms: check that the terms included in the “Defined Terms” section of a contract are in alphabetical order and that they actually appear elsewhere in the document (sometimes sections will be deleted, rendering certain terms listed in the Defined Terms section unnecessary). Conversely, check that any capitalised terms within the main body of the document that should have been defined have actually been defined elsewhere in the document.

Defined term: to avoid repetition in contracts/legal documents, firms tend to use “defined terms”. A “defined term” is a capitalised word or short phrase used throughout a document that corresponds to a more detailed description contained elsewhere in the document (usually at the beginning or end of the document), for example the Buyer, the Seller, the Expert etc. The first time a defined term is introduced, it is typically referenced in a manner that makes it stand out, for instance in-between inverted commas or brackets and/or emboldened or italicised. By way of example, the start of a contract may state that the seller is “Company X, registered at Y address, with company number Z”. Referencing this long sentence each time you reference the seller would make the contract unnecessarily wordy, so firms tend to include a defined term at the end of the sentence, for example: “Company X, registered at Y address, with company number Z (the “Seller”)”. In this example, “Seller” is the defined term, meaning that whenever “Seller” with a capital “S” is used throughout the document, this indicates that the document is referring to “Company X, registered at Y address, with company number Z”. Using defined terms in this way helps to facilitate more precise/unambiguous drafting, without making documents too complex or wordy.

Automatic cross-references: sometimes, as clauses are moved around, added or deleted, older automatic cross references do not update correctly. You may therefore be asked to do an “automatic cross-reference check”. This involves going through each of the cross-references in the document and checking that they refer to the correct clauses or sections. Before doing this, select the whole document and hit F9 (if using a PC), as this instructs Microsoft Word to update all the automatic cross-references in the document, which may rectify a number of existing errors. Note that it may not always be clear to you whether references are correct, especially if you don’t understand the document, but you can usually work it out through sense checking the content. Of course, if you are unsure, ask your supervisor.

Automatic cross-references: clauses/paragraphs within legal documents tend to refer to other clauses/paragraphs. For instance, one clause may include an obligation (e.g. “Clause 14: one party must purchase a minimum of x number of products per year”), whilst another may include processes that must be followed when carrying out that obligation (e.g. “Clause 15: when making a purchase, the buyer must pay within y number of days using z method of payment”). The first clause may need to refer to the second clause, for instance “one party must purchase a minimum of x number of products per year, in accordance with clause 15”. Simply writing “clause 15” could be problematic, as the actual clause number may change if the position of that clause in the document later changes (e.g. if a new clause is inserted above it). To save you having to manually update all the references in your document each time the document changes, Microsoft Word has a function that lets you insert automatic cross-references. This function lets you input a special reference to a particular clause to which you want to refer (as opposed to simply a clause number), so that if that clause changes position in the document, references to that clause should automatically update to reflect its new position (e.g. an automatic cross-reference to “clause 15” would automatically change to “clause 16” if a new clause is inserted earlier in the document). For this reason, be sure to use automatic cross-references when working on documents! 

Practical tip: when using automatic cross-references in a document, errors sometimes appear, usually because some of the clauses referenced have been deleted. Search the document for the word “error” to check whether this is the case, and amend any error-plagued cross-references accordingly. 

Table of contents: ensure the document’s table of contents has been updated to reflect the document’s latest structure.

Formatting: check the font size, style and spacing, including line spacing and paragraph spacing. Ensure the document conforms to your firm’s house style (unless the document has been produced by another firm), including margin size, paragraph alignment and text justification. And ensure the text in footnotes is a consistent size and that full stops have been used consistently.

Practical tip: when checking the formatting of a long document, looking at the sections of the document from a distance (for instance by zooming out) can make it easier to spot inconsistencies with margins and clause/paragraph alignment. 

Numbers: where possible, check that numbers are accurate, for instance by referencing the sources (e.g. financial accounts) from which those numbers were extracted.

Practical tip: if you are proofreading a client bill, ensure that the bill includes only work relating to the relevant matter. Sometimes people may accidentally record work to the wrong matter number, which may become apparent when reading the narratives. Also check that none of the billing narratives include text such as “write off” or “w/o”, as sometimes people record their time, but indicate in the narrative that the time should be written off (i.e. not charged to the client). If this is the case, flag the narrative to your supervisor/the billing team, as this may reflect time that should have been deleted from the bill but has accidentally been included. In addition, check the narratives for words like “billing” and “narrative” to ensure that the client is not accidentally being charged for work relating to bill preparation. 

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