I don't know, having been through a number of B2B contract negotiations (in Australia). It is not at all surprising for one party to make changes without highlighting. I've even seen track changes on a word document disabled, changes made, and then reenabled so as to intentionally hide word changes.
You only have to notify people of a change, if it's already signed (and generally that's because your contract will have some form of amendment system that involves notification).
>It is not at all surprising for one party to make changes without highlighting. I've even seen track changes on a word document disabled, changes made, and then reenabled so as to intentionally hide word changes.
I'm sure it happens. This says nothing about whether these actions would hold up in court, though.
either Australia is either much more permissive about that or your negotiations got really nasty.
I've been through many B2B negotiations, many of them reaching awful levels of yelling, but the lawyers always red-lined their changes as they undid other side's changes dozens of times.
Whether or not there is redlining, when you go back and forth in a negotiation, it’s clear that there might be changes, and you would check for changes and perhaps do a complete review at the end of negotiations, before signing. It’s somewhat different if the initial contract offer is a preprinted form contract and it is returned apparently signed.
Akamai has done this to me; with their salesmen making material changes to terms and conditions without redlining (and without any related discussion), despite redlining other changes in the doc.
Akamai's abuse on this front is the reason that we stopped trusting 'track changes' and started doing full-text diffs.
IMHO there's a difference between two parties negotiating from a clean slate, adding and removing things back and forth, and someone sending out a "take or leave it" contract form with clearly no intention on modifying the terms.
Rarely do two parties negotiate from a clean slate, in fact the beginning of most contract negotiations I've seen is who's slate should we start with, mine or yours.
You only have to notify people of a change, if it's already signed (and generally that's because your contract will have some form of amendment system that involves notification).