Ed Sheeran's 'Thinking Out Loud' sheet-music case is over: chord progressions and rhythms are building blocks

On 16 June 2025 the US Supreme Court denied the petition in Structured Asset Sales v. Sheeran. That leaves standing the 2nd Circuit's 1 November 2024 ruling that Ed Sheeran's "Thinking Out Loud" does not infringe Marvin Gaye and Ed Townsend's "Let's Get It On". The appeals court had already turned down a rehearing on 6 December 2024, and the petition reached the Supreme Court in March 2025.

The ruling is short and unusually plain about how music works. Read alongside the AI copyright fights now under way, it matters well beyond one pop song.

Who sued, and why did it take seven years?

Townsend and Gaye wrote "Let's Get It On" in 1973. That year Townsend registered it by sending five pages of sheet music, the "deposit copy", to the Copyright Office. Structured Asset Sales (SAS) owns a one-ninth interest in the song's royalties, a third of Townsend's share. The 2nd Circuit describes SAS as a firm that buys royalty interests, securitises them and sells the securities on.

Townsend's other heirs sued first, in 2017. SAS tried to join that case late, was refused, and filed its own suit in 2018. On 4 May 2023 a jury in the heirs' case found that Sheeran had not infringed. Twelve days later Judge Louis Stanton granted Sheeran summary judgment against SAS, and that judgment is the one the appeals court affirmed.

What did the 2nd Circuit actually decide?

Two things, in an opinion by Judge Park for a panel with Judges Calabresi and Parker.

Only the sheet music counts, for a 1909 Act song. Because "Let's Get It On" was registered under the Copyright Act of 1909, the court held the copyright covers only what is in the deposit copy. Gaye's recording, and everything on it that isn't written in those five pages, was out of the case. That included the bass line. SAS's expert, John Covach, argued a bass line could be inferred from the chord symbols. The district court excluded that, and the 2nd Circuit found it was within its discretion to do so. The panel reached the same answer as the 9th Circuit's 2020 Led Zeppelin decision.

A common progression plus syncopation is not protectable, even combined. SAS conceded the chord progression alone couldn't carry a claim, and didn't argue the rhythm could. It relied instead on the "selection and arrangement" of the two together: the progression, with the second and fourth chord changes landing slightly ahead of the beat. The court called both "basic musical building blocks". Sheeran's expert, Lawrence Ferrara, pointed to earlier songs with the same combination, "Georgy Girl" and "Since I Lost My Baby". SAS's expert didn't dispute that, so there was nothing left for a jury.

Two details sharpen the point. In a footnote the court notes that, on SAS's own complaint, Townsend used a I–iii–IV–V progression and Sheeran a I–I–IV–V, so the combination wasn't even the same. And the court said directly that a similar chord progression and harmonic rhythm "may create a similar sound and feel", but that isn't enough for substantial similarity when the melodies and lyrics don't resemble each other.

The panel also declined to adopt the district court's "numerosity" reasoning, which had looked at how many unprotectable elements were combined. It held that originality isn't reducible to a simple count.

Is it really over?

The sheet-music case is. According to Reuters' report, as carried by KSL, SAS has a separate suit over its rights in the audio recording of "Let's Get It On", and that case is on hold. The 2nd Circuit's opinion notes SAS got a sound-recording registration in May 2020 and sued on it separately. We'd expect any claim there to face the same originality analysis for whatever SAS says was copied.

Sheeran's lawyers argued in their Supreme Court brief that a ruling for SAS "would foment vast uncertainty and encourage rampant speculation" about which parts of a song are protected, Music Business Worldwide reported. The justices didn't explain the denial, so it sets no Supreme Court precedent. What stands is the 2nd Circuit's reasoning, which binds the trial courts it reviews, including the Southern District of New York, where this case began.

What we think

Don't overread the deposit-copy half. It's a rule about songs registered under the 1909 Act, so works from before 1978. The opinion itself notes that the 1976 Act allows a musical work to be registered by depositing a recording. For a song written last year, "only the sheet music counts" won't apply. The building-blocks half is the part that travels.

For AI, this sets the bar for "sounds like" claims, and it is a high one. What generators like Suno and Udio reproduce most easily is genre-level material: a progression, a groove, a syncopated push, a production palette. This ruling says those are common property, and that a shared "sound and feel" is not infringement unless the melody or lyrics come along with it. An AI track that borrows the feel of a hit without its tune is, on this reasoning, in the same position as "Thinking Out Loud". Our reading is that this is one reason the major labels' June 2024 suits against Suno and Udio, as reported by MusicTech, centred on unlicensed training on their recordings rather than on outputs that merely resemble songs. Copying a recording to train a model is a much cleaner claim than arguing that a generated groove infringes.

That cuts both ways for artists. The ruling protects working songwriters, who write inside shared vocabularies every day, from being sued over a I–IV–V and a pushed beat. It also means a style or feel, which is often what an artist actually has, gets little protection from copyright when someone imitates it with or without a model. Artists worried about imitation will need other tools, such as contracts, licensing terms with AI companies and voice and likeness laws, because composition copyright won't stretch that far. We'd rather that be said plainly now than discovered in a losing lawsuit.

The losers are speculative claims. SAS held a fractional stake bought as a financial asset, not the writer's own claim to their song. A clear rule that common building blocks aren't ownable makes that kind of litigation, against human writers or AI companies, harder to monetise. That's a fair outcome. The test for AI output should be the one this court applied to Sheeran: did it take the melody or the words, or just the language everyone writes in?

Sources

• Supreme Court of the United States, Docket No. 24-981, Structured Asset Sales, LLC v. Sheeran (petition denied 16 Jun 2025)
• US Court of Appeals for the Second Circuit, Structured Asset Sales, LLC v. Sheeran, No. 23-905, opinion (1 Nov 2024)
• Reuters via KSL.com, Supreme Court rejects bid to revive copyright suit over Ed Sheeran hit 'Thinking Out Loud' (16 Jun 2025)
• Music Business Worldwide, US Supreme Court rejects appeal in Ed Sheeran copyright case over 'Thinking Out Loud' (16 Jun 2025)
• MusicTech, Record labels sue AI music generators Suno and Udio (24 Jun 2024)