Structured Asset Sales v. Sheeran: The Deposit Copy and the Limits of Owning a Groove

Structured Asset Sales, LLC v. Sheeran, No. 23-905 (2d Cir. Nov. 1, 2024) (2024 WL 4644955), is the appellate capstone to the long-running litigation over whether Ed Sheeran’s “Thinking Out Loud” infringes Marvin Gaye and Ed Townsend’s 1973 classic “Let’s Get It On.” The Second Circuit affirmed summary judgment for Sheeran, and the decision is a clarifying statement of two principles that recur throughout music-copyright litigation: the scope-limiting role of the “deposit copy” for pre-1978 works, and the unprotectability of common musical building blocks. For an entertainment bar concentrated in Los Angeles, it is essential reading.

At a glance

• Case: Structured Asset Sales, LLC v. Sheeran, No. 23-905 (2d Cir.) (2024 WL 4644955)
• Decided: November 1, 2024; affirming summary judgment from the S.D.N.Y. (Judge Louis L. Stanton)
• Holding: No infringement as a matter of law; the combination of a common four-chord progression and a syncopated harmonic rhythm is too unoriginal to be protected, and the copyright’s scope is limited to the 1973 deposit copy
• Status: Final — the Supreme Court denied certiorari on June 16, 2025

The plaintiff and the posture

The plaintiff, Structured Asset Sales (SAS), owns a fractional royalty interest in “Let’s Get It On.” This appeal is one strand of a broader wave of litigation over the song; a separate, widely publicized jury trial had already cleared Sheeran. Here, SAS pressed its own infringement theory, the district court granted Sheeran summary judgment, and the Second Circuit affirmed.

The deposit copy defines the work

The first principle is jurisdictional to the analysis. “Let’s Get It On” was registered under the Copyright Act of 1909, the regime that governed before the 1976 Act took effect in 1978. For works in that era, the scope of the musical-composition copyright is defined by the deposit copy filed with the Copyright Office — here, the 1973 sheet music — not by Marvin Gaye’s sound recording. That distinction matters enormously: the feel, the performance nuances, and the groove of the famous recording are not part of the composition copyright at issue. The protected work is what appears on the page that was deposited.

This deposit-copy rule cabins the plaintiff’s claim from the outset. Elements audible in the recording but absent from the sheet music cannot ground an infringement claim on the composition.

Common building blocks are not ownable

The second principle goes to originality. SAS’s theory rested on the combination of a ubiquitous four-chord progression with a syncopated harmonic rhythm — the timing of the chord changes. The court held that this combination is too unoriginal to warrant protection, even under a “selection and arrangement” theory that can sometimes protect an original combination of individually unprotectable elements. A four-chord progression of this kind is a fundamental tool of popular songwriting, in the public domain in the way scales and cadences are; layering a common syncopation over it does not produce the kind of original expression copyright protects.

Beyond those commonplace elements, the court found, the two songs are not substantially similar as complete works: they differ in melody and lyrics, the components where original expression actually resides. The holding thus operates on two levels — the shared elements are unprotectable, and what is protectable is not shared.

Why it matters

The decision is strongly defense-favorable for songwriters, producers, and the music industry, and its logic protects the creative commons on which all songwriting draws. If a single artist could monopolize a common chord progression and a familiar rhythmic feel, the practical effect would be to tax the basic vocabulary of popular music. By reaffirming that these building blocks remain free for all to use, Sheeran preserves room for independent creation and reduces the in terrorem leverage of infringement claims built on generic similarities.

The deposit-copy holding is equally consequential for the large catalog of valuable pre-1978 songs. Rightsholders litigating those works must frame their claims around the deposited notation, not the iconic recording — a constraint that will recur in the many catalog disputes still to come.

Open questions

One thread worth watching: SAS’s certiorari petition argued that the Second Circuit had improperly deferred to Copyright Office practice in the wake of Loper Bright Enterprises v. Raimondo, which curtailed judicial deference to agency interpretations. The Supreme Court declined to take up that question, leaving for another day how Loper Bright interacts with courts’ reliance on Copyright Office registration practice and the deposit-copy rule. The interaction between administrative-deference doctrine and copyright registration practice remains unresolved.

Implications for the music industry

• Frame pre-1978 claims around the deposit copy. For works registered under the 1909 Act, the composition copyright is bounded by the deposited sheet music, not the sound recording.
• Generic similarities are weak claims. Common chord progressions and standard rhythmic feels are not protectable; infringement theories must rest on original melody, lyrics, or a genuinely original arrangement.
• Defendants have strong summary-judgment footing. Where the alleged similarities are confined to public-domain building blocks, summary judgment is available, as it was here.

Frequently asked questions

Is this the same case as the Ed Sheeran jury trial? No. A separate, highly publicized case also cleared Sheeran. This appeal involved a different plaintiff, Structured Asset Sales, which holds a fractional royalty interest in the song.

What is a “deposit copy”? For songs copyrighted under the pre-1978 (1909 Act) regime, it is the sheet music filed with the Copyright Office, which defines the scope of the composition copyright — meaning the sound recording’s distinctive feel is not part of the protected work.

Can someone copyright a chord progression? Generally no. A common chord progression and a standard harmonic rhythm are unprotectable building blocks; copyright protects original expression such as melody and lyrics.

Authorities and sources

• Structured Asset Sales, LLC v. Sheeran, No. 23-905 (2d Cir. Nov. 1, 2024) (2024 WL 4644955): opinion landing (Justia).
• Analysis: Loeb & Loeb, “Structured Asset Sales LLC v. Sheeran”.
• Certiorari denied (June 16, 2025): CNN; Deadline.