How to Catch Untracked Changes the Other Side Made to Your Contract

You sent a contract with a liability cap of twelve months' fees. It comes back signed, no track changes visible, no red markup, just a message saying "reviewed, all good on our end." Nothing on the screen tells you the cap is now one month's fees. This guide (published by Adira, which makes contract and CLM software, so we have a commercial stake in you trusting contracts more, but the checklist below works whether or not you ever use our product) is about the specific, underrated failure mode where the other side edits your contract without leaving a visible trail, and how to catch it every single time, not just when something looks off.

Why "no changes" and "accept all" cannot be trusted

Three ways a returned draft ends up looking clean when it is not:

1. Track changes was never turned on. Word and Google Docs only mark up edits made while tracking is active. Anyone can turn tracking off, edit freely, and turn it back on, or never turn it on at all.
2. Someone clicked "Accept All Changes and Stop Tracking." One button in Word's Review tab folds every tracked edit into the base text and deletes the markup permanently. The file that reaches you afterward looks exactly like a document nobody ever touched.
3. The edits were made in a different tool entirely. A PDF re-typed, a Google Doc downloaded and re-uploaded, a fresh document assembled from the old one's text. None of these carry Word's change history, because there never was one in that file.

In all three cases, "I don't see any red markup" tells you nothing. The only way to know what actually changed is to compare the file you sent against the file you got back, independently of whatever markup the file itself claims to show.

Run a comparison every time, not just when something looks off

The habit that catches this is simple and mechanical: before you read a returned contract as a finished document, run it through a comparison tool against the exact version you sent. Do this every time a contract comes back, even when the cover email says "just fixed a typo," especially then. Four free ways to do it:

• Microsoft Word (Review to Compare to Compare Documents): set the version you sent as "Original" and the version you got back as "Revised." Best move-detection of the four, and most people already have it.
• LibreOffice Writer (Edit to Track Changes to Compare Document): free, works on .docx, runs entirely offline.
• Google Docs (Tools to Compare documents): useful if both sides already live in Drive; both files pass through Google's servers to run the comparison.
• Weave, Adira's free browser tool, if you want to mark up both versions clause by clause without uploading anything to a server, useful when the contract is confidential.

The mechanics of each tool, step by step, are in our companion guide, how to compare two versions of a contract. This page assumes you can run a compare and focuses on what to do with the result, and the specific things a quick read of that result still misses.

The five edits that hide in plain sight

A comparison tool will flag all five of these as changes. The risk is not that the tool misses them, it is that a tired reader scans past the flag because the sentence still reads naturally. Read every flagged change, not just the ones that look big.

1. Changed numbers. A liability cap of "twelve (12) months' fees" becoming "one (1) month's fees." A payment term of "30 days" becoming "60 days." A renewal notice window of "60 days before expiry" becoming "10 days before expiry." These are one or two characters different and sit inside sentences that otherwise read identically.

2. Flipped "shall" and "may." "The Vendor shall indemnify the Client" is an obligation. "The Vendor may indemnify the Client" is discretionary, essentially unenforceable as a promise. The words around it do not change at all.

3. A deleted "not." "The Contractor shall not subcontract any part of this Agreement without prior written consent" becomes, with one word gone, "The Contractor shall subcontract any part of this Agreement without prior written consent." A single deleted "not" is the single most consequential edit a diff tool will show you as a plain, unremarkable-looking deletion.

4. Swapped or narrowed defined terms. If "Confidential Information" is redefined in the definitions clause to exclude, say, pricing data, every later clause that uses the phrase "Confidential Information" is textually unchanged. The comparison shows zero edits in your indemnity and non-disclosure clauses, because none were made there. The change lives entirely in the definition, and its effect spreads everywhere the term is used.

5. Moved clauses. A clause moved from an exhibit into the operative body, or from one party's obligations section into the other's, can change what it means without a single word inside it being edited. A strong compare tool (Word, mainly) shows this as a "moved" block. A weaker one shows it as an unrelated deletion in one place and an unrelated insertion elsewhere, and you have to notice they are the same text and connect them yourself.

Why this is not just sloppy editing: what Indian contract law actually says about it

It is tempting to treat an untracked change as a drafting courtesy issue, something to raise with the other side's lawyer and move on. Under Indian contract law it is more serious than that, because of how a contract is formed in the first place.

Section 7 of the Indian Contract Act, 1872 sets the rule for when a proposal becomes a binding promise:

"In order to convert a proposal into a promise the acceptance must (1) be absolute and unqualified; (2) be expressed in some usual and reasonable manner, unless the proposal prescribes the manner in which it is to be accepted." Source: Section 7, Indian Contract Act, 1872, Indian Kanoon

"Absolute and unqualified" is doing real work here. If the other side edits a term inside your draft, say the liability cap or the indemnity trigger, and signs that edited version, they have not accepted your offer in the strict contract-law sense. They have made a counter-proposal that happens to look, at a glance, like your original document.

The Supreme Court confirmed exactly this in M/s Padia Timber Company (P) Ltd v Board of Trustees of Visakhapatnam Port Trust, 2021 SCC OnLine SC 1, decided 5 January 2021. The dispute arose from a tender where the party accepting an offer inserted an additional condition while purporting to accept it. The Court held that an acceptance which introduces a new condition is not an acceptance at all, it is a counter-proposal, and no concluded contract exists until the original party accepts that new condition in turn. Read the full judgment on Indian Kanoon.

Apply that to a returned contract with a silently edited liability cap. If you sign it without noticing, the number that governs your exposure is whatever the final signed document says, not whatever you believe you originally agreed. Once signed, courts generally will not look behind the document to what either side "really" meant, that is the effect of Section 91 of the Indian Evidence Act, 1872 (now Section 94 of the Bharatiya Sakshya Adhiniyam, 2023), which excludes other evidence of a contract's terms once they are reduced to a document. A pre-signature comparison is close to your only real chance to catch the change; after signature, the document itself controls.

Bad clause versus better clause: write the disclosure requirement into the contract

You cannot force the other side to leave track changes on. You can make an untracked change explicitly ineffective under the contract's own amendment clause, which is the practical fix worth adding to your templates.

Bad (the standard boilerplate most contracts already have):

"This Agreement may be amended only by written agreement of the parties."

This sounds like protection. It is not. A returned draft with a silently changed number, signed by both sides, is "a written agreement of the parties" under this wording. The clause does nothing to require that the change be visible.

Better:

"Any amendment to this Agreement shall be made only by an instrument in writing signed by an authorised representative of each Party. Any draft circulated for the purpose of negotiating an amendment, or any revised version of this Agreement circulated for signature, must show every change from the immediately preceding signed version as a visible tracked change or redline. A change that is not shown as a tracked change or redline shall be of no effect, and the corresponding term of the immediately preceding signed version shall continue to apply."

What changed and why: the better version adds two things the bad one lacks, a requirement that every future draft carry its own change history, and a stated consequence for skipping it, the old term survives, not the new one. This does not stop someone from trying to sneak a change through. It does give you a contractual basis, not just Section 7, for saying a sneaked-in term never took effect.

Red flags in a returned draft, checked every time

Normal	Red flag	Why it matters
Cover email lists the specific clauses changed	Cover email says "minor tweaks" or "no substantive changes" with no list	A vague summary is not a substitute for running your own comparison
Track changes markup is visible and matches the email's summary	No markup at all, but the file is a fresh save, not the file you sent	Absence of markup proves nothing about whether edits were made
The liability cap sentence reads identically in both versions	The cap sentence is identical, but "Fees" is redefined elsewhere to mean something smaller	The number that matters can be controlled by a definition far from the cap clause itself
"Shall" and "not" are used consistently with your original draft	A single "shall" becomes "may," or a single "not" disappears, in an otherwise unchanged sentence	These are the smallest possible edits with the largest possible effect on obligation
A clause that moved is shown by the compare tool as a tracked "move"	The same text appears as an unrelated deletion in one place and an unrelated insertion elsewhere	The clause relocated into a section with different legal weight, and a weak tool hides that connection
Every cross-reference still points to the right clause number after edits	A clause was renumbered or removed, and another clause still says "as set out in Clause 8"	A comparison tool flags the renumbering; it does not check whether every reference still resolves correctly
The signed copy matches the last version either side actually reviewed	The signed copy is a "clean" file with no version history, and neither side can say for certain it matches what was last discussed	If a dispute arises later, only the signed document controls, so it needs to be the one you actually checked

The runnable test: Ctrl+F the two numbers that matter most, in both files

Do this after every comparison, every time, even when the diff tool reported nothing unusual. It takes under three minutes.

1. Open the file you sent and the file that came back, as two separate windows, not the diff output.
2. Ctrl+F for the liability cap figure in the version you sent (for example, "twelve (12)" or "12 months"). Note the exact sentence.
3. Ctrl+F the same term in the version that came back. Read the full sentence, not just confirm the words are present.
4. Repeat for the payment amount or payment term (the number, the currency, and the due date together).
5. If either sentence reads differently, stop and raise it before you sign, regardless of what the automated comparison showed.

This step exists because a comparison run against the wrong pair of files, an outdated draft as the "original," say, will correctly report no differences between those two files while telling you nothing about what changed against the version you meant to send. Checking the two numbers that would hurt you most by hand does not depend on the diff tool having been run correctly.

US and global contrast: the "battle of the forms" problem

Indian contract law, through Section 7 and cases like Padia Timber, follows a strict mirror-image rule: an acceptance that varies the offer is a counter-offer, not an acceptance, full stop. US commercial practice softens this for contracts involving goods. Under Article 2 of the Uniform Commercial Code, Section 2-207, an acceptance that adds or changes terms can still form a contract in many cases, with the added terms sometimes becoming part of the deal automatically between merchants unless one side objects, which is why US playbooks talk about a "battle of the forms." Indian law gives you no equivalent safety net. An unflagged change in a returned draft is either caught by you before signature, or it becomes the deal.

FAQ

What if the other side says the untracked change was accidental, not deliberate? The comparison tool does not care about intent, and neither does Section 7. Whether it was a deliberate attempt to slip something through or a copy-paste mistake, the effect on what you would be signing is identical. Catch it before signature either way.

Does it matter if the change makes the contract better for me, not worse? Run the comparison anyway. A change that favours you today can still create an inconsistency elsewhere in the document, a cross-reference or a defined term used in three other clauses, that neither side intended and that causes a dispute later.

We use DocuSign or a similar e-signature tool. Doesn't that show a version history? Most e-signature tools show who signed and when, and sometimes which file was sent, but that is not the same as showing what changed between your internal draft and the one sent for signature. Compare the actual document text yourself before it goes out, not after.

Can a browser markup tool run this comparison for me automatically, the way Word's Compare does? Not quite the same job. A markup tool lets you mark and annotate a contract clause by clause as you read it side by side with the other version, which is useful for a manual check on a confidential document you would rather not upload anywhere. For an automated word-by-word diff, you still want Word's or LibreOffice's Compare feature, covered in our comparison guide.

If I sign a contract with an untracked change I never noticed, can I get out of it later? Sometimes, but it is hard and depends heavily on your specific facts, including whether the change is central to the deal and what you can show was actually agreed before the swap. This is a question for a lawyer looking at your specific documents, not a general answer.

Should I insist the other side always keeps track changes on? Ask for it, it is a reasonable request. But do not rely on it. Forgetting to turn tracking on, or clicking "accept all" out of habit, happens constantly and is rarely malicious. Treat the request as a courtesy, and an independent comparison as the check you actually run.

This guide gets you to a reliable habit for catching what the other side changed, and to what Indian law says about a change made without telling you. It does not tell you whether a specific change you find is one you should accept, or what leverage you have to push back on it, that depends on your negotiating position, the stakes of the deal, and facts specific to your contract. This is not legal advice. If a comparison turns up a change to your liability cap, indemnity, termination rights, or payment terms, get a lawyer to look at it before you sign.