If you're a small to medium-sized business, you've no doubt sent out correspondence, quotes, invoices and deal sheets by e-mail.
If there have been any negotiations between you and a client or supplier, you may have sent out a Letter of Intent, a Memorandum of Understanding, a draft contract or some other document as an e-mail attachment in Microsoft Word or a similar format, with the knowledge that the other side will be able to insert comments or suggest changes so the parties can get lawyers involved (if the transaction is large enough to warrant it).
Hopefully both parties have used features such as Word's “track changes” function to allow them to see each other's revisions. If you're simply sending Word documents by e-mail holus bolus and thinking the other party won't modify the document without telling you, guess again.
Until I started acting for her, a client of mine used to send her franchise agreements out to franchisees in MS Word to print out and then return the executed hard copy to her. I got involved because one of her prospective franchisees had surreptitiously changed some of the essential terms of the agreement without her consent (such as the length of the term, the renewal right and the royalty rate). The franchisee had made these changes in the same font and font size as the original document, and had signed and retuned the hard copy without advising the franchisor of the modifications, or highlighting them in any way.
He hoped she wouldn't look. Needless to say, when she asked me what to do, I told her: “Sometimes bad faith just hits you in the face. Do you really want to be in business with someone who would pull that stunt on you?”
Thankfully, the deal died.
But the words within an electronic document are just part of the problem. You have to understand that a document contains more than just words. You have to be very concerned about the metadata in it.
What's metadata? It's a Greek word, and it means data about data. If online is a binary world of zeros and ones, then the concept of data about data is important. It's the information behind the words, like layers of an onion or the iceberg below the waterline. Metadata is information about the history, tracking or management of an electronic document. Failure to appreciate its importance could be career limiting.
Say you've just received a proposal from Triple-Dipple Trading in MS Word, and you want to know more about the document and its author. The easiest way to find the most basic information is to see its “properties,” which you can do by going to the File toolbar and selecting Properties from the drop-down menu. You might find the document wasn't authored by the person you're dealing with at Triple -Dipple, and it might even specify a company that isn't the one you're actually dealing with. In other words, Triple-Dipple acquired this original electronic document from somewhere else, perhaps from another party on another deal, and modified it to suit its needs.
In some circumstances, you can see the changes made and accepted to a document e-mailed to you going back all the way to the date the original version was created. This can be done by accessing the track changes function and going “back” as far as you can. If, after reviewing the tracked changes in a document, the author chose “final” in the reviewing toolbar instead of “accept all changes,” the recipient of the document could click “original showing markup” and see the history of all the changes made. This might reveal different terms, different pricing and other highlighted changes made to the document before it was e-mailed to you, and reveal the people who reviewed the document.
