Episode 51 of The Security Podcast of Silicon Valley aired on August 2, 2024, with Jon McLachlan hosting. The guest was Tony Thai, the founder of HyperDraft, which builds document generation and digital workflows for lawyers and the businesses they work with. HyperDraft calls him its CEO and chief engineer, and describes its work today as “document automation and compliance systems for institutions that demand precision” (HyperDraft). His path there is the first thing he told Jon.
“Like any self-respecting engineer, I thought I could do it better and just went to law school as a result.”
Tony Thai, at 0:46
The conversation was recorded in April 2024. The tape places it: near the end, Tony picks accounting as the next thing he’d fix “because we just passed tax, the tax deadline,” and Jon mentions an IRS trial that lets taxpayers file simple returns directly. Tax Day has fallen on or just after April 15 since 1955 (Wikipedia), and the IRS service Jon meant, Direct File, was introduced for the 2024 tax season (Wikipedia). The two go back further than the show. Tony was the lawyer at Goodwin who handled Jon’s earlier startup, Peacemakr, and the second section is that story.
This page is the rest of it: a section for each part of the conversation with the sources beside it, fifteen figures, nineteen clips from the tape, the full transcript, and five tools: a quiz, a scorecard for whether clients can trust you with their contracts, a calculator for drafting hours, a timeline from 1896 to 2026, and a to-do list.
A note on the numbers before the sections. The hours in the term sheet story are one client’s, as Tony told it, not a benchmark. The 60 to 70% is his own estimate of how often Copilot helps him. And the car in the chatbot story went for $1 in the public record, not the hundred dollars Tony remembered.
The most engineer thing you could have said
Jon opened with Tony’s background, which runs through more jobs than most guests bring. Tony started with the job before the law degree.
“You and I met when I was in that last phase as an attorney at a big law firm, but it all started actually as a software engineer developing enterprise B2B software in my early twenties.”
Tony Thai, at 0:23
Enterprise software is software built for the complex requirements of larger organizations (Wikipedia), and business-to-business means the customers are other businesses (Wikipedia). HyperDraft’s own profile of Tony says that before law he worked on enterprise systems involving automation and artificial intelligence (HyperDraft). The lawyers he met in that job are why he became one.
“And during that time, I was working with a lot of lawyers and, frankly, a little bit frustrated by the feeling that they didn’t understand what the business objectives were.”
Tony Thai, at 0:35
He earned his law degree at the USC Gould School of Law in 2014, by the same HyperDraft profile. USC Gould is the law school of the University of Southern California, the oldest law school in the Southwestern United States, with beginnings in 1896 (Wikipedia). The engineers he tells this to, he said, all have the same reaction.
“like a lot of engineers, like, that’s the most engineering, like, engineer thing you could have said.”
Tony Thai, at 1:00
“There’s just not a lot of people that are wired to go and do something themselves.”
Tony Thai, at 1:04
His LinkedIn lists the law jobs after school: a corporate and intellectual property associate at Venable from 2014 to 2016, assistant general counsel at YP, The Real Yellow Pages, and then at Verifi, a corporate and IP attorney at Bryan Cave Leighton Paisner from October 2017, an associate at Nixon Peabody from December 2018, and an attorney at Goodwin from September 2019 to February 2021 (LinkedIn). He also taught at USC as an adjunct professor from 2018 to 2023. Private practice, representing startups, was the part he hadn’t planned on.
“And yeah, I mean, I went to law school, didn’t think I’d practice in private practice, like, representing clients like yourself.”
Tony Thai, at 1:09
Tony was always on the ball
Jon thanked him for the representation, and Tony said clients like Jon were one of the reasons he stayed in private practice.
“because I was like, oh, well, if I’m facing this problem, then there’s going to be a handful of folks like Jon who needed my help.”
Tony Thai, at 1:24
Then Jon told the listeners how they met.
“So, for all of our listeners, just for the context, back in the day when I was a founder at a company called Peacemakr, Tony worked at, where was it? It was Goodwin.”
Jon McLachlan, at 1:35
Jon’s LinkedIn has him as co-founder and CEO of Peacemakr from January 2019 to October 2023 (LinkedIn). Goodwin Procter is an American multinational law firm, one of the largest in the world by revenue, with more than 1,800 lawyers and offices that include Los Angeles, Silicon Valley and San Francisco (Wikipedia). Jon remembered the work as a lot of fixing.
“And it was just a spectacular back and forth. And we had to fix a whole bunch of things, but we messed up with our founding of the company, and then we did some patents, and Tony was always on the ball.”
Jon McLachlan, at 1:51
Tony’s view from the other side of the table was kinder.
“I think your guys’s was pretty routinized.”
Tony Thai, at 2:12
The part Jon remembered best was the day Tony left.
“But I remember one day you showed up and you’re like, oh, I have to share with you some news. I’m moving on. I’m going to do something new. And you made me guess, made me guess what you were doing next.”
Jon McLachlan, at 2:36
“I’m like, you’re way too excited to be doing anything except starting your own company.”
Jon McLachlan, at 2:59
Jon had been a founder long enough to know what Tony was walking into, and his advice came after the fact.
“It’s the best thing and the worst thing, both at the same time.”
Jon McLachlan, at 3:11
“There’s never any, like, right time to do that. And you just got to pull the trigger. You just jump in.”
Jon McLachlan, at 3:15
Coding from 11 p.m. to 2 a.m.
Tony said watching Jon’s team was part of the pull, and that HyperDraft was older than the day he quit.
“Yeah, we started HyperDraft actually a few years prior. I started with a moonlight bootstrap project.”
Tony Thai, at 3:27
His LinkedIn dates him as principal and board chairman of HyperDraft from December 2018, and as its CEO and chief engineer from March 2021, the month after he left Goodwin. Bootstrapping meant fitting the company around a law firm’s hours.
“It was, and I don’t know if you remember my schedule, but like, working at a big law firm was not very conducive to those types of arrangements, where you’re grinding from 7 a.m. to 11 p.m. and coding from 11 p.m. to 2 a.m. It was a passion project, to say the least.”
Tony Thai, at 3:33
What held him at the firm wasn’t the hours. It was the training.
“one of the things you learn or are trained to do at the law firm is to be risk averse, right? They constantly tell you, because, like, our jobs are to help clients navigate risk and reduce risk as much as possible.”
Tony Thai, at 3:56
“And there’s really nothing riskier, especially in a professional, like, services vertical, than to start your own business.”
Tony Thai, at 4:14
The people who talked him into it were the clients the firm was protecting from risk.
“And it took a handful of my clients to convince me over the course of 12, 13 months that I should be doing this full time, not half time.”
Tony Thai, at 4:20
The same logical patterns
Jon called it a rare path, from software engineering into law. Tony said people doubt it can be done well.
“a lot of people look at me funny, because they’re like, there’s just no way you could be decent at both.”
Tony Thai, at 4:51
“it’s the same thing. It’s just, like, slightly different context, right? Depends on which hat I have to wear.”
Tony Thai, at 4:59
The overlap, in his telling, is logic: a contract is a program written for courts and counterparties instead of a compiler.
“So honestly, the coding background was really important for my development as an attorney, because having that ability to, or the need to craft logic through code, translated perfectly over to doing contracts and deal work and anything requiring legal documentation.”
Tony Thai, at 5:14
That same overlap is the company.
“So at HyperDraft, we build dev tooling for lawyers and business professionals. So what does that mean?”
Tony Thai, at 5:43
“we focus on document generation and digital workflows, because we found that the legal field was lacking tooling in that space.”
Tony Thai, at 5:51
Document automation is the design of systems and workflows that help create electronic documents, assembling new ones from pre-existing text and data, and it is increasingly used for legal documents, contracts and letters (Wikipedia). HyperDraft’s site lists the pieces today: Draft for document automation with smart templates, conditional logic, bulk generation and audit trails, Flows for workflow automation from matter intake to approvals, and a platform underneath both (HyperDraft). Legal technology as a field covers software that provides legal services or supports the legal industry (Wikipedia). Tony built it the way engineers build their own tools.
“And as an engineer, we built so many tools for ourselves.”
Tony Thai, at 6:00
Now lawyers have an IDE
Jon had seen an early version before the show.
“I remember you demoed it to me way back in the day, when it was an early version of your product. And I remember thinking to myself, wow, now lawyers have an IDE, an integrated development environment, and they could just sit down, and they could share snippets and auto-completion.”
Jon McLachlan, at 6:10
An integrated development environment is software that puts a comprehensive set of development features behind one consistent interface, instead of separate tools (Wikipedia). Autocomplete predicts the rest of what a user is typing (Wikipedia). Tony said lawyers’ reaction was not what outsiders would guess.
“But the reality of it was, these are tools that most people in the outside world assume that we have, which is funny, right?”
Tony Thai, at 6:38
The tools outsiders assume exist would answer the complaint they make most.
“Because you hear this common complaint that lawyers bill by the hour, and they take too long on stuff, and that they’re being fraudulent with their…”
Tony Thai, at 6:45
“No, the reality is we’re just that slow, right?”
Tony Thai, at 6:52
“It probably took longer than they billed you, frankly.”
Tony Thai, at 6:57
Billable hours are hours worked that are billed to a client. Law firms often require a set number per month or year, and the practice has been criticized (Wikipedia). Tony’s point was that the hours are real, and that they go to the wrong things.
“these lawyers have such amazing raw compute, right? And not to objectify them, but they have such amazing raw compute”
Tony Thai, at 7:02
In his telling, that compute goes to small, tedious things that matter but don’t need a lawyer’s mind.
If we’re doing our jobs, you won’t hear about us
Jon asked what relationship Tony sees between cybersecurity and legal. Tony started with a friend and advisor to HyperDraft who was running information security at LegalZoom.
“He’s currently heading up LegalZoom’s InfoSec. We met when I was in-house at this private equity portfolio company, and we hit it off, like, immediately.”
Tony Thai, at 7:51
LegalZoom is an American online legal technology and services company launched in 2001 (Wikipedia). The overlap Tony and his friend found is that both jobs are measured by what doesn’t happen.
“As a corporate attorney in-house, one of the things that we’re taught is, and we like to remind people, is that if we’re doing our jobs, you’re not going to hear about us, right?”
Tony Thai, at 8:08
“Same goes for InfoSec, right? The same goes for cybersecurity. If the job’s being done correctly, then you’re not really going to hear about it.”
Tony Thai, at 8:29
Information security is the practice of protecting information by mitigating information risks (Wikipedia), and much of what it produces is an incident that never happens. That’s the problem Tony named next.
“And that causes a lot of issues, because that’s a surefire way for business units and certain stakeholders to take for granted the need to have those teams, the need to have the tooling, the need to think about the objectives for those teams, because they’re controlling for risk.”
Tony Thai, at 8:37
“So you don’t really need them until you absolutely need them, right? Whether you’ve got a security breach or you’ve breached some sort of agreement, right?”
Tony Thai, at 8:53
“So in that sense, just from a perspective of attack surface, like, we share a lot of the same kind of risk management and neglect from businesses, frankly.”
Tony Thai, at 9:10
An attack surface is the sum of the points where an unauthorized user can try to enter data, extract data or control a system (Wikipedia). Jon called both jobs thankless.
“Yeah, I get that. And it’s almost like one of those thankless roles.”
Jon McLachlan, at 9:21
“Until it goes wrong. And then when it goes wrong, like, it goes south, it goes very south.”
Jon McLachlan, at 9:44
Your problem is you have no process
Jon asked what Tony sees when things go south. Tony started with the paranoia that comes with both jobs.
“one of our jobs to be the paranoid people to say that, hey guys, like, we should really worry about this.”
Tony Thai, at 10:09
“But one of the things you pick up over time and with experience is that to avoid the cry wolf syndrome and to pick and choose when to say, hey, guys, now’s the time, right?”
Tony Thai, at 10:16
To cry wolf, from Aesop’s fable about the boy who did, is to give a false alarm, so that true claims are disbelieved later (Wikipedia). The harder lesson came from the people who buy HyperDraft.
“sometimes clients come to you and they don’t know what they want, and they don’t know what they need.”
Tony Thai, at 10:52
“So they think that they can purchase a solution that is going to be the silver bullet for solving their either compliance issue or security issue.”
Tony Thai, at 10:58
Software people know the phrase from Fred Brooks, whose 1986 paper No Silver Bullet argued that no single development in technology or management promises even a tenfold improvement within a decade (Wikipedia). Tony’s version is about what the buyer is missing.
“So with the HyperDraft tooling on the legal side, like, we’ll have folks come to us and say, hey, this is what we think our problem is. And then, as our team digs in deeper, we realize, actually, that’s not the problem, right? Your problem is you have no process.”
Tony Thai, at 11:16
“The problem is you lack the discipline to set in place all these plans and procedures for how to send a contract through, how to mitigate risk, how to evaluate risk through that pipeline. And we can help with that. But software is not going to do that.”
Tony Thai, at 11:35
He named the kind of vendor he competes with by the antivirus brand everyone knows.
“But there are plenty of platforms that do claim to be the McAfee of contract generation and workflows.”
Tony Thai, at 11:50
McAfee is an American software company focused on online protection for consumers (Wikipedia). Tony’s advice for a buyer who insists on the box was patience.
“And what I’ve learned over time is just to tell them, like, give it a go.”
Tony Thai, at 12:00
“And so you wait for them to make that first mistake, and then hopefully it’s not fatal.”
Tony Thai, at 12:18
“Right. Hopefully it’s just a lesson learned, and you can move on with it.”
Jon McLachlan, at 12:23
The same pattern sinks AI projects, and we wrote it up as the scoping discipline that beats the odds: map the work and the process first, then pick the tool.
Finance, real estate and healthcare
Jon asked which industries use HyperDraft most. Tony said the company is mostly industry agnostic, with three exceptions.
“However, we have found many companies in finance, real estate, and healthcare have come to us because they have particular needs.”
Tony Thai, at 12:44
“they need something hyper-customized that’s very complex, but also needs to be secure and in a controlled environment. And for us, that’s our specialty, right?”
Tony Thai, at 12:58
HyperDraft turns away more work than it takes, he said, because many clients who ask don’t need it.
“they don’t really know their problem set, and there’s no use in the overkill of the HyperDraft platform for some folks.”
Tony Thai, at 13:31
“Many folks can just get away with mail merge, right? Like, just spend a few hours learning how to do that, and we don’t have to get involved.”
Tony Thai, at 13:38
Mail merge combines a form letter with a list of names and addresses for mass mailings (Wikipedia), and for a lot of documents it’s enough. HyperDraft’s site today leads with the heavier end: financial institutions managing large-scale lending, syndicated facilities and high-volume transactions, and government and regulated industries “where transparency and audit trails are non-negotiable” (HyperDraft).
Eight hours to 15 minutes
HyperDraft sells top down, Tony said, to a department with the authority to buy.
“It’s at that enterprise level. So you need purchasing power. Not only that, but you need purchasing decision-making power.”
Tony Thai, at 14:08
“So usually it’s a department that says, hey, we have X number of agreements or deal types. We’re too slow. Everything’s being done manually.”
Tony Thai, at 14:15
Then he gave the case at the far end.
“We had a client that came in. They did term sheets and these long-form agreements. Term sheets would take them eight hours, and then the long forms would take them anywhere from, like, 20 to 30 hours, everything done manually.”
Tony Thai, at 14:27
A term sheet is a bullet-point document of the material terms of a potential deal, the basis for the negotiation that follows (Wikipedia). Every day one sits in drafting, the deal doesn’t close.
“And for them, time is money, right? For every one of those contracts that’s not going through, they’re not making money.”
Tony Thai, at 14:39
“It doesn’t even need to be perfect. It just needs to be faster than what we currently do. And so we cut down the time from eight hours down to 15 minutes for that term sheet, which is insane, like an insane improvement, right?”
Tony Thai, at 14:49
The long forms went from 20 to 30 hours to three, and the three were mostly people.
“Like, from the 20 to 30 hours it took for the long-form agreements, like, we cut that down to three hours.”
Tony Thai, at 15:07
“And this is where the lawyers that bring all of those superpowers to the table can focus on their superpowers”
Tony Thai, at 15:19
The drafting time calculator below runs the same arithmetic on your own deal volume.
Stay up all night getting your deal docs done
Tony turned the question around and asked Jon about clients who never see the work. When you’re a lawyer, he said, clients don’t see most of the technical work you do.
“And I’m enough of a business person that I know, hey, this is what Jon wants to hear. And frankly, like, if I’m Jon, I don’t want to hear this and this, like, I’ll take care of it. Just controlling for that messaging. But I’d go back and stay up all night getting your deal docs done. You didn’t know that. You weren’t sitting there with me.”
Tony Thai, at 16:03
The time automation saves, he said, should go back to the client.
In his telling, those 20 to 30 hours should go to working with the client, understanding their needs, and talking through what comes next.
“Okay, so we’ve done these deal types. Like, how can we make this more streamlined? How can we anticipate risk? Where have we failed before?”
Tony Thai, at 16:34
Those are the questions of a postmortem, and Tony runs one with clients.
“all right, Jon, let’s do the postmortem on this last deal that we did. What did you think that we did well? And then what did you think that we did that you’d like us to change?”
Tony Thai, at 16:51
A project postmortem identifies the causes of a failure and how to prevent them, and a retrospective reviews what went well too (Wikipedia). Tony’s is the second kind, held with the client in the room.
From waterfall to postmortems
Jon said security went through the same change, by way of software.
“At first, in the beginning, it was very just, like, waterfall design model. You get into the grind, you just turn out code, and you, it’s very disconnected. But now, like, with agile development, everyone is talking to each other. We’re doing postmortems.”
Jon McLachlan, at 17:25
The waterfall model runs the phases of software development in strict sequence, and it is the earliest such methodology (Wikipedia). The Agile Manifesto of 2001, written by 17 practitioners, values among other things “customer collaboration over contract negotiation” (Wikipedia), which is close to what Tony wants from lawyers.
“And there’s much less time, I would say, banging on the keyboard and much more time spent engaging with each other.”
Jon McLachlan, at 17:49
“You want to surround yourself with incredible talent, but you want to help them understand the big picture, so that they can contribute to that mission without you having to be part of all of those little nitty-gritty.”
Jon McLachlan, at 18:29
The catch, in Jon’s view, is that slow work leaves no room for the talking.
“But one of the issues is, if, like, writing documents, writing code, in an engineering perspective, takes so long, there’s not a very good motive to move into that space where you talk to each other more.”
Jon McLachlan, at 18:50
What’s more proprietary than how they make money
Jon asked what makes HyperDraft’s approach to security different. Tony corrected his own vocabulary first, the way a lawyer would.
“Yeah, worked as a lawyer for so many different clients and seen the security breaches, or, sorry, security incidences.”
Tony Thai, at 19:16
The answer was about what’s in the documents.
“what’s more proprietary than, like, how they make money, right?”
Tony Thai, at 19:48
“So there needs to be a lot of trust in systems that they’re not sharing that data, leveraging that data, leaking that data.”
Tony Thai, at 19:58
A company’s contracts hold its prices, its margins, its terms with every partner and its plans for the next deal. Tony said he learned how to protect them from security people.
“And one of the reasons why we’ve been successful is because I had people like yourself to look up to”
Tony Thai, at 20:10
“It’s only a first line of defense. Having a good, strong first line defense, that’s a good thing. But the rest of it is around communication, training, and trusting your colleagues and business units to do the right thing.”
Tony Thai, at 20:26
He was less patient with contract management products.
“There are other solutions out there, plenty of other solutions out there, especially in the doc gen space, that claim to solve”
Tony Thai, at 20:53
He compared it to Jon pitching him a replacement for GitHub.
“I have 50 different replacements for GitHub repos. And you’re like, that’s cool. I don’t see the need for it, but sure.”
Tony Thai, at 21:11
Contract management covers negotiating terms, ensuring compliance with them and documenting changes, with the aim of better performance and less risk (Wikipedia). GitHub is the developer platform built on Git for storing, managing and sharing code (Wikipedia), and Tony’s point was that one well-built repository beats fifty replacements for it. We cover the contract side from a startup’s view in the security exhibit your startup signed.
It’s just a feature
Jon brought up AI, and Tony said HyperDraft had it before it was a selling point.
“Yeah. We have seen the kind of boom of AI features, as we’re one of the OGs, right? Like, we did this before the hype. You can testify to that part.”
Tony Thai, at 22:15
The features look like what engineers already use, and Tony was glad Jon raised the risk.
“I was actually hoping you’d transition to this, because the same security risk that is evident in AI-driven code is also a big issue in legal. So we are hesitant to push AI-heavy products.”
Tony Thai, at 22:37
“Something my CMO and I talk about all the time is, it’s often touted as a product. It’s just a feature, right?”
Tony Thai, at 22:53
“And again, I would say that our customers come to us because we understand the data, and we understand the business practices and the legal models for how it works, not because we claim to be able to replace their headcount”
Tony Thai, at 23:08
GitHub Copilot, the code completion assistant Tony compared HyperDraft’s features to, was first announced by GitHub on June 29, 2021 (Wikipedia).
Sixty, seventy percent of the time
Jon asked whether AI would replace lawyers. Tony answered from the code he still writes.
“I think it’s still pretty early to tell. Let me tell you it from my perspective on the coding side, right? Like, I still code. I use Copilot. It’s incredibly useful much of the time. It’s 60, 70% of the time.”
Tony Thai, at 23:38
“But as I use it, and I see our junior engineers use it, I review their code, and I’m constantly reminded of the difference between a senior engineer and a junior engineer.”
Tony Thai, at 23:53
The difference, he said, is time, and law has the same gap.
“And, fortunately or unfortunately for the legal profession, like, time still needs to be spent learning different mental models required for their practice.”
Tony Thai, at 24:10
“It can augment. It can help streamline people like myself who have over a decade of experience.”
Tony Thai, at 24:36
The only shortcut he could name was one that doesn’t exist yet. Neuralink is an American neurotechnology company developing implantable brain-computer interfaces, launched in 2016 (Wikipedia). What AI will do, he predicted, is show who was coasting.
“It’ll expose, probably, way more of the weaknesses for folks that have been able to hide behind just doing the”
Tony Thai, at 24:53
Jon agreed and put it in tool terms.
“Just like an IDE didn’t turn a junior developer into a senior developer. But it is a good tool to help save time, to help save some money, maybe ship some code faster, maybe find some bugs earlier in the process rather than later.”
Jon McLachlan, at 25:14
“Not here to replace people, it’s here to enhance.”
Jon McLachlan, at 25:36
The security side of AI-written code is in our post on vibe coding security.
Here’s some dice
Jon said he grew up as a hacker, in the old sense of the word, and still looks at systems that way. If he were a kid today, he said, the thing he’d go after is the people building APIs with LLMs.
“I think that is one of the dumbest things I’ve ever heard.”
Jon McLachlan, at 26:09
His reason was the oldest bug in security: input that becomes instructions.
“This is, like, basic stuff that you learn as a security professional, with command injection and stuff like that. Now they’re just opening it up for you and just saying, hey, actually, you can send any prompts.”
Jon McLachlan, at 26:24
Code injection is when a program fails to process external data correctly and runs it as commands (Wikipedia). Prompt injection is the same idea for language models, which can’t tell the developer’s instructions from a user’s input (Wikipedia). Jon’s picture for it came from physics.
The model reading the prompt decides what the API call should be, and in Jon’s words it is a model that guesses.
“which is a probabilistic model”
Jon McLachlan, at 26:36
“Here’s some dice.”
Jon McLachlan, at 26:41
Quantum mechanics describes matter and light at the scale of atoms, where outcomes are probabilities (Wikipedia), and classical mechanics describes the motion of everyday objects (Wikipedia). An API call should behave like the second. A model choosing it behaves like the first. When an agent’s tool call can be steered by a prompt, the fix is a check outside the model, which is what we wrote about as the gap between an agent’s refusal and the key it holds.
CliffsNotes and the right side of the curve
Tony said his team tries the new tools and keeps finding the same thing.
“we experiment with a lot of these, you know, newfangled tools, only to realize, nope, we’re still going to have to do work. It’s a, it reminds me of being a kid and reading CliffsNotes.”
Tony Thai, at 27:02
CliffsNotes are student study guides, and their detractors say they let students skip the assigned reading (Wikipedia). Tony’s lesson from them was about abstraction.
“Now that I’m older and understand how this works a little bit better, like, there’s only so much information you can get from an abstraction layer, right?”
Tony Thai, at 27:19
“it doesn’t eliminate the need for someone to have reviewed the code or reviewed the contract thoroughly.”
Tony Thai, at 27:44
Then he took on the promise that AI makes everyone better.
“everybody thinks AI is going to drive everyone to the right side of a curve. That’s not how big data works.”
Tony Thai, at 27:59
“You’ve got the law of big numbers and regression to the mean, and most data is garbage, and most public code is, guess what? Garbage.”
Tony Thai, at 28:07
Regression toward the mean is the tendency of an extreme sample to be followed by one closer to the average (Wikipedia), and the law of large numbers says the average of many samples converges to the true value (Wikipedia). A model trained on the public’s code learns the public’s average. Garbage in, garbage out is the older name for the rest (Wikipedia).
“It can’t be relied on for high-quality work. It just can’t. You still got to rely on people to understand that overall architecture, both in software and in legal work.”
Tony Thai, at 28:29
Never design with delegation in mind
Jon asked for the one big lesson from building HyperDraft. Tony picked a recent one.
“I learned this recently, like, embarrassingly.”
Tony Thai, at 28:56
“Like, architecting a solution with the intent that you can delegate certain portions, because somehow you would be able to scale faster, is such a mistake, because you end up paying for it, or somebody pays for it down the line, and you end up redoing the work twice.”
Tony Thai, at 29:10
“You have to understand from the ground up how the system works. And that will build a more robust product and more robust architecture than thinking, oh, somebody else is going to handle, like, the little gritty parts.”
Tony Thai, at 29:34
Jon had been bitten by the same thing, a black box that met its interface and failed at scale.
“why is there state flying around? You could have been stateless”
Jon McLachlan, at 30:27
A stateless protocol keeps no session state between requests, so each one can be understood on its own (Wikipedia), and scalability is a system’s ability to handle more work, often by adding resources (Wikipedia). Hidden state is what keeps a black box from scaling sideways.
You’re paying the price somewhere
Tony picked up Jon’s physics and brought two laws of his own.
“One, you can’t create energy, right?”
Tony Thai, at 30:41
“And so if we’re taking shortcuts, we’re paying the price somewhere, somehow, right?”
Tony Thai, at 30:49
The law of conservation of energy says the total energy of an isolated system stays constant, so energy can be transformed but never created or destroyed (Wikipedia). The second law was from cryptography.
“And then, as I remind people with cryptography all the time, the strength of cryptography is directly proportional to the amount of energy put in, directly. So if it didn’t take that much compute, didn’t take that much time, then the security is lower.”
Tony Thai, at 30:55
Cryptographers state strength as a security level in bits, where n-bit security means an attacker would have to perform 2 to the power n operations to break it (Wikipedia). Each added bit doubles the work, which is Tony’s point in a number.
“So, if you think about that with any task in life, if you take a shortcut, you’re going to be paying for it somehow, some way.”
Tony Thai, at 31:15
Compassion for the decisions behind you
Jon added a caveat to the cost of shortcuts: some were right when they were made.
“That then you get to a huge success, and then all of a sudden, those decisions in the past look like horrible decisions. Why did we do that?”
Jon McLachlan, at 31:42
“And what I love to say is that the right decisions that we made in the past are not the right decisions to get us to the next 10x or the next 100x.”
Jon McLachlan, at 32:03
“So just having compassion for ourselves, I think, is, like, super important for mental health.”
Jon McLachlan, at 32:31
Tony laughed, because his code base is full of evidence.
“the funniest ones we run into are ones where I’m like, note from Tony, I know this is stupid, right?”
Tony Thai, at 32:55
“I was reading through the code, and I’m like, what piece of crap, dumb person wrote? And you click on it, and the git blame’s at Tony Thai, and it’s, ah, yes.”
Tony Thai, at 33:22
Git keeps a full history of every change, and its blame view shows who last changed each line and in which commit. Jon put it plainly.
“It’s right there. You can go back. You can even look at the commit message that showed up with it.”
Jon McLachlan, at 33:40
A hot take, brother
Tony said the empathy runs both ways, because he gets better every day he writes code. Jon drew the conclusion.
“Why LLMs are not going to replace humans. That’s a hot take, brother.”
Jon McLachlan, at 33:59
“Well, because you’re going against all of the grandiose visions that the bubble had. It’s the religion of the moment.”
Jon McLachlan, at 34:08
“You’re a heretic.”
Jon McLachlan, at 34:17
A car for a hundred bucks
Tony had a story from where hacking and legal meet.
“I saw one recently that really got me going. This is the intersect of the two. There was a car dealership. Have you seen this?”
Tony Thai, at 34:33
“A car dealership that had a chatbot.”
Tony Thai, at 34:42
“one of the users was able to get them to offer him a car for, like, a hundred bucks and agree to the deal.”
Tony Thai, at 34:48
The AI Incident Database records it as incident 622, on December 18, 2023: a Chevrolet dealer’s ChatGPT-powered chatbot agreed to sell a 2024 Tahoe for $1 after a user’s prompt got it to agree with anything (AI Incident Database). The dealership was Chevrolet of Watsonville (AI Incident Database). Tony remembered a hundred dollars, and the record says one. His worry was the next step.
“Imagine. Just imagine the possibilities of, like, how much access to a system you can get.”
Tony Thai, at 34:57
A chatbot that can say yes is one thing. One that can call an API or sign is another, and it needs an owner and an off switch before it ships, which is the subject of who signs for the agent.
Counsel, not technicians
Jon asked what Tony wants HyperDraft to change in the legal profession. Tony went back to the hours.
“One of the things I mentioned earlier was, I want lawyers to spend more time with their clients.”
Tony Thai, at 35:21
“There’s only really what I consider two really human practices, right? There’s the medical field, doesn’t get more human than that. We’re maintaining the body. We’re focused on the body. And then the law is social governance, figuring out what binds us, what responsibilities we have to go through”
Tony Thai, at 35:39
As the work got more grueling and more technical, he said, lawyers drifted from one role to another.
“what used to be referred to as the counsel, that’s why we refer to lawyers as your counsel”
Tony Thai, at 36:04
The word he used for what they became was technicians.
A counsel, or counsellor at law, is a person who gives advice, particularly in legal matters (Wikipedia). Tony’s whole product is a bet that time taken from drafting goes back to advising.
A litmus test
Jon said the same test applies to engineering.
“And that’s actually a litmus test that I use every once in a while. I find myself doing something, and I can’t very quickly articulate or convince myself that I’m improving the life of a fellow human being.”
Jon McLachlan, at 36:33
“you have to make a decision about, do you use a signed int or an unsigned int?”
Jon McLachlan, at 37:13
A signed integer can hold negative numbers, and an unsigned one can’t (Wikipedia). Pick wrong, and a balance that should go negative wraps around to a huge positive number. The person who reads that balance never sees the type, only the result.
Your job is to anticipate humans
Tony asked if he could tell a story about exactly that, from his first years as an engineer.
“those neural pathways aren’t really that embedded, because I’ve been warned about all this stuff.”
Tony Thai, at 37:49
“But I was working with a big accounting system.”
Tony Thai, at 38:08
“And immediately we started running into issues. Like, records were not going through, numbers weren’t adding up. And I was scrambling.”
Tony Thai, at 38:23
The volume made it worse.
“So the minute I’m going through records, there’s 10,000 records going in a minute. It’s not like I can just sit and go through all of it.”
Tony Thai, at 38:35
“Users are typing in O instead of zeros into these fields.”
Tony Thai, at 38:47
He took the find to his boss and got the lesson instead.
“And I’m looking at him like, dude, it’s the users that are stupid. Like, I’m not the idiot. And he’s just like, your job is to anticipate stupid. Your job is to anticipate humans.”
Tony Thai, at 38:59
“Like, my job is to protect against ignorance, both on the legal side and on the software side.”
Tony Thai, at 39:33
A letter O and a zero look alike on a screen and mean nothing alike to a ledger. The fix is input validation, and the lesson is older than the code: a system for people has to expect what people actually type. It’s also the title of this page, because it’s the one sentence that covers both of Tony’s jobs.
Listen more
Jon asked what Tony would tell his younger self. The first answer was a joke at his own expense.
“I would slap the crap out of myself.”
Tony Thai, at 40:00
The real answer came in two parts.
“And one thing I’ve always said is, listen more.”
Tony Thai, at 40:14
“If I’m going to give myself some other advice, it’d be something that I constantly still work on, which is, like, compassion”
Tony Thai, at 40:27
“Not everybody thinks the way that you do.”
Tony Thai, at 40:41
It’s the same advice as the O and the zero, pointed at people: the user who types a letter and the client who wants something else are both thinking in a way you didn’t plan for.
From Garden Grove to USC
Jon asked where Tony grew up. The answer was Garden Grove, a city in northern Orange County (Wikipedia). The family later moved to the Inland Empire, the region inland from coastal Southern California around Riverside and San Bernardino (Wikipedia), and Tony counts Los Angeles as home.
“I went to UCLA for undergrad, which is in Westwood, part of LA. And then I went to USC for law school, which plenty of people give me crap about.”
Tony Thai, at 41:09
The University of California, Los Angeles is a public research university in the Westwood neighborhood (Wikipedia), and its rivalry with USC covers every sport the two schools play (Wikipedia).
“So we were called turncoats, right?”
Tony Thai, at 41:43
Jon compared it to another rivalry he knows. Minnesota and Wisconsin have the most-played rivalry in top-level college football, and the winner takes home Paul Bunyan’s Axe (Wikipedia).
“So I see. Kind of what happens between Minnesota and Wisconsin.”
Jon McLachlan, at 41:48
Accounting is next
Jon asked the question he puts to founders: what pain would you pay to make go away? Tony’s first answer was lawyers, which is why he went to law school. His second was the one he had just lived through.
“I would say, just because we just passed tax, the tax deadline, man, I think accounting systems are still broken.”
Tony Thai, at 42:46
Jon had just done his own taxes too.
“I tried to use, like, all of the standard solutions, I don’t even want to say their names, and nothing integrated with anything else, and I had to do it all manually again.”
Jon McLachlan, at 42:57
Then he mentioned the IRS trial.
“to allow taxpayers to submit simple taxes directly in, you know, digitally, directly to the IRS, instead of going through TurboTax or some third-party, like, service or something.”
Jon McLachlan, at 43:10
That was Direct File, a free IRS service for filing federal returns directly, introduced for the 2024 tax season and suspended in November 2025 (Wikipedia). TurboTax is Intuit’s tax preparation software, which competes with H&R Block and TaxAct (Wikipedia). Jon’s fix was a habit, not a product.
“I’m like, this should just be a monthly hygiene thing, right? Like, why can’t I just update something every month”
Jon McLachlan, at 43:41
Tony said that if HyperDraft solves legal, accounting could be next.
“It might be accounting, man.”
Tony Thai, at 44:20
“this should be way more binary in terms of decision making than legal. Like, why is it so difficult?”
Tony Thai, at 44:24
“Yes. Yes, please. Yes, please. I’ll second that one, actually.”
Jon McLachlan, at 44:30
What happened after the tape
HyperDraft kept building in the direction Tony described. Some of this came before the episode aired, and some since.
The profile. In January 2024, three months before the recording, HyperDraft published a profile of Tony titled “Meet Tony Thai: The Engineer Lawyer Building the Future of Legal Work,” with his law degree from USC Gould in 2014, his years in corporate and M&A practice, his recognition as a Fastcase 50 honoree and his teaching at USC Gould (HyperDraft).
On air. Episode 51 went out on August 2, 2024, on Podbean and Spotify (Spotify).
Direct File. The IRS trial Jon mentioned ran from the 2024 tax season until November 2025, when it was suspended (Wikipedia).
Legal infrastructure. HyperDraft’s site now calls the company legal infrastructure, built for financial institutions, government and regulated industries, and enterprises, with “precision automation for deals that can’t afford error” for lenders handling syndicated facilities (HyperDraft). Its sitemap lists Draft, Flows, a platform called Hyper OS, a consulting arm called Labs, No/Base for knowledge management and a privacy compliance tracker (HyperDraft). The Labs page has a line Tony could have said on the tape: “We don’t just digitize bad processes.”
Still coding. Tony’s LinkedIn still has him as CEO and chief engineer (LinkedIn). In 2026 he posted that after more than 1,200 hours of vibe coding, his lesson was that durable things take time, effort and attention, which is the CliffsNotes point from the tape, two years on.
The part of the conversation that aged best is the plainest. Write the process down before you buy the tool. Put the hours that automation saves back into talking with the people you work for. And build every system, legal or software, for the humans who will actually use it, including the ones who type the letter O.
Did you catch it? A six-question quiz
Six questions from the episode. Each answer links the moment in the transcript.
Quiz · six questions
Did you catch it?
Pick an answer for each. The explanation shows once you choose.
-
How did Tony describe what HyperDraft builds?
- A legal chatbot
- Dev tooling for lawyers and business professionals
- A contract marketplace
b. "So at HyperDraft, we build dev tooling for lawyers and business professionals." Transcript, 5:43.
-
What did Tony say is usually the real problem when a client asks for software?
- The wrong vendor
- Not enough AI
- No process
c. "Your problem is you have no process." Transcript, 11:28.
-
How long did the client's term sheets take before HyperDraft, and after?
- Eight hours, then 15 minutes
- Three days, then three hours
- Two hours, then one
a. "And so we cut down the time from eight hours down to 15 minutes for that term sheet" Transcript, 14:53.
-
What did Tony call AI in legal software?
- A replacement for associates
- A feature, not a product
- A passing fad
b. "It's just a feature, right?" Transcript, 22:58.
-
How often did Tony say Copilot is useful to him?
- Almost never
- Every time
- About 60 to 70% of the time
c. "It's 60, 70% of the time." Transcript, 23:50.
-
What were users typing that broke the accounting system Tony built in his first job?
- The letter O instead of zeros
- Commas in the amounts
- Dates in the wrong order
a. "Users are typing in O instead of zeros into these fields." Transcript, 38:47.
Can clients trust you with their contracts?
Tony’s test for a legal tool was trust: that it isn’t “sharing that data, leveraging that data, leaking that data,” in his words. Eight questions on how close your product or team is, whether you build software that touches client documents or run the legal and security work yourself.
Scorecard · eight questions
Can clients trust you with their contracts?
Answer for how you work today. If two answers fit, pick the lower one.
-
Do you know where every client document lives, and who can reach each one?
- No, not with any confidence
- For the main systems, not for copies and exports
- Yes, from access records someone reviews
"So there needs to be a lot of trust in systems that they're not sharing that data, leveraging that data, leaking that data." See What's more proprietary than how they make money.
-
Is client data kept out of model training and out of other customers' workspaces, in writing and in the system?
- We don't know
- It's our policy, but not in the contract or enforced in code
- Yes, in the contract and enforced by the system
"what's more proprietary than, like, how they make money, right?" See What's more proprietary than how they make money.
-
Does a qualified person review AI-generated work before it reaches a client?
- No
- Sometimes
- Always, with a named reviewer
"it doesn't eliminate the need for someone to have reviewed the code or reviewed the contract thoroughly." See CliffsNotes and the right side of the curve.
-
If a language model sits between a user and an action, like an API call, a quote or a deal, can the user's input change what happens?
- We haven't checked
- We filter prompts
- The model can't commit to anything or call anything without a check outside the model
"Now they're just opening it up for you and just saying, hey, actually, you can send any prompts." See Here's some dice.
-
Is the process written down before the tooling: how a contract moves through, and who evaluates its risk?
- No
- Informally, in people's heads
- Written, followed, and the tools fit it
"Your problem is you have no process." See Your problem is you have no process.
-
Do your forms and fields anticipate the mistakes people actually make?
- No, we trust the input
- Some validation
- Yes, tested with real inputs, letter O included
"Your job is to anticipate humans." See Your job is to anticipate humans.
-
How is AI described to your clients?
- As a replacement for their people
- Vaguely
- As a feature inside a workflow, with review
"It's just a feature, right?" See It's just a feature.
-
After a deal or an incident, do you run a postmortem, and is the client in it?
- No postmortem
- Internal only
- Yes, with the client
"all right, Jon, let's do the postmortem on this last deal that we did." See Stay up all night getting your deal docs done.
Client documents are in places nobody has mapped, and the process lives in people's heads. Start by listing where client data goes and who can reach it, and write down how a contract moves through before you buy anything.
The basics are there, but trust still rests on policy and good intentions. Put the training and isolation promises in the contract and in the system, put a named reviewer on AI output, and check what a prompt can make your system do.
You know where the data is, the model can't act on its own, and a person reviews what leaves. Keep the access reviews on a schedule, keep testing with real inputs, and keep the client in the postmortem.
How many hours come back?
Tony’s client cut a term sheet from eight hours to 15 minutes and a long-form agreement from 20 to 30 hours to three. The calculator runs that arithmetic on a month of your own documents. The defaults are his story’s numbers, with an example volume. Put in your own.
Calculator
How many hours come back?
Six numbers: how many short and long documents you draft a month, how long each takes by hand, and how long each takes with automation and review.
By hand, your 10 short documents and 4 long-form agreements take about 180 hours a month. With automation and review, about 15. That's 165 hours back each month, 92% of the drafting time, or about 38 hours a week to spend with clients.
The defaults are one client's numbers from the episode, eight hours to 15 minutes for a term sheet and 20 to 30 hours to three for a long form, with 25 as the midpoint and an example volume. They aren't a benchmark. The automated time for a long form is mostly review, which is the part Tony said should stay with a lawyer. Weekly hours are the monthly figure times 12, divided by 52.
From USC Law to legal infrastructure
Everything on this page sits on one timeline, from the year USC’s law school traces its beginnings to HyperDraft today. Filter it by thread.
Timeline · 1896 to 2026
From USC Law to legal infrastructure
Filter by thread. Dates are from the public record except where marked as part of this show.
- USC Law
The law school that Tony would attend traces its beginnings to this year, the oldest in the Southwestern United States (Wikipedia, on this show).
- April 15
Tax Day settles on or just after April 15, where it falls when this episode is recorded (Wikipedia, on this show).
- No Silver Bullet
Fred Brooks argues that no single development will bring a tenfold gain in software within a decade (Wikipedia, on this show).
- The Agile Manifesto
Seventeen practitioners value customer collaboration over contract negotiation (Wikipedia, on this show).
- LegalZoom
The online legal technology and services company launches (Wikipedia, on this show).
- Law degree
Tony earns his law degree at the USC Gould School of Law (HyperDraft, on this show).
- Venable
He starts as a corporate and intellectual property associate, until 2016 (LinkedIn, on this show).
- In-house
Assistant general counsel at YP, The Real Yellow Pages, and from May 2017 at Verifi (LinkedIn, on this show).
- Bryan Cave Leighton Paisner
Corporate and IP attorney, until December 2018 (LinkedIn, on this show).
- Teaching
Tony becomes an adjunct professor at USC, until February 2023 (LinkedIn, on this show).
- HyperDraft, on the side
Principal and board chairman of HyperDraft, while an associate at Nixon Peabody (LinkedIn, on this show).
- Peacemakr
Jon co-founds the company and runs it as CEO until October 2023 (LinkedIn, on this show).
- Goodwin
Tony joins Goodwin as an attorney and becomes Peacemakr's lawyer (LinkedIn, on this show).
- Full time
After Goodwin, Tony becomes HyperDraft's CEO and chief engineer (LinkedIn, on this show).
- GitHub Copilot
GitHub announces the code completion assistant Tony uses (Wikipedia, on this show).
- A $1 Tahoe
A Chevrolet dealer's chatbot agrees to sell a new Tahoe for a dollar (AI Incident Database, on this show).
- The engineer lawyer
HyperDraft publishes its profile of Tony (HyperDraft, on this show).
- Direct File
The IRS introduces free direct filing for the 2024 tax season, the trial Jon mentions (Wikipedia, on this show).
- The recording
Jon talks with Tony just after the tax deadline (on this show).
- Episode 51 airs
The episode goes out on Podbean and Spotify (Podbean, on this show).
- Direct File suspended
The free IRS filing service is suspended (Wikipedia, on this show).
- Legal infrastructure
HyperDraft describes itself as document automation and compliance systems for financial institutions, government and enterprises (HyperDraft, on this show).
What to do this week
Five things, in the order the episode suggests.
- Write the process down first. Before you buy a contract tool, write how a document moves through your company, who drafts, who reviews and who signs, and where risk gets evaluated. Tony’s point was that the software assumes the process, so the process comes first.
- Map where client documents go. List every system, export and copy that holds client contracts, and who can reach each one. If AI touches them, put “no training on client data” in the contract and enforce it in the system, not just in policy.
- Keep a person on the output. AI drafts are a feature, and a named reviewer signs off before anything reaches a client. The scorecard above covers the rest.
- Test your inputs with real humans. Feed your forms the mistakes people make, the letter O in a number field included, and anything a model reads should be treated as input that can’t act on its own.
- Get help with the parts you can’t staff. Our AI User Access Control Audits check who and what can reach client data, our Secure AI SDLC & Engineering team builds the checks around a model, our Sales Support team answers the security review a law firm or bank will send, and you can book 15 minutes with us.