There's an interesting discussion at Adams on Contract Drafting about red-lining etiquette. (h/t: Corporate Counsel) The comments discuss what's fair, or misleading, or confusing. I was recently told by some corporate lawyers that they always ask for a clean draft from the other side and then run their own comparison. For a case where clever red-lining might support an inference of fraud, see Henning v. Ahern, 601 N.W.2d 14 (Wis. Ct. App. 1999)(party made last minute change without alerting other party; reasonable jury could find fraud)