Ed Sheeran won. The Second Circuit affirmed in his favor. The chord progression and rhythmic feel of “Thinking Out Loud” do not infringe the copyright in “Let’s Get It On.” The court held that chord progressions are not protectable expression. A songwriter using a common harmonic pattern is not infringing, even when the resemblance to an earlier song is obvious to the ear.

This is the most recent case in this cluster. It was decided in November 2024. The cite count is low because it is new, not because it is unimportant. For any artist, songwriter, or producer who has been told to settle a claim based on harmonic similarity to an earlier song, this case is directly relevant.

The claim and who was suing

“Let’s Get It On” was recorded by Marvin Gaye and co-written by Ed Townsend. It was released in 1973. “Thinking Out Loud” was written by Ed Sheeran and Amy Wadge and released in 2014. The sonic resemblance between the two songs is widely noted — similar chord progression, similar rhythmic feel, a general quality of shared warmth and intimacy.

The plaintiff here is not the Marvin Gaye estate. The claim was brought by Structured Asset Sales LLC, which holds Ed Townsend’s copyright interest as assignee. The legal claim is grounded in Townsend’s share of the “Let’s Get It On” composition, not in Gaye’s.

The elements at issue were the I-iii-IV-V chord progression and a 12/8 rhythmic pattern characteristic of soul ballads. Both appear in “Let’s Get It On.” Both appear in “Thinking Out Loud.”

Why chord progressions are not protectable

Copyright in a musical composition protects specific expression: melody, lyric, the distinctive organization and selection of musical elements. It does not protect harmony in the abstract. A chord is a building block. A progression of chords is a sequence of building blocks that then becomes, itself, a building block. The I-iii-IV-V pattern is a sequence used in countless songs across soul, R&B, pop, and rock dating back well before 1973. No composer invented it. No composer can own it.

The Second Circuit applied the scènes à faire doctrine to hold that a chord progression that is standard and characteristic of a genre is compositional vocabulary, not protectable expression. Granting a monopoly over a chord progression would allow one copyright holder to tax every songwriter who reaches for the same four chords — which is not what copyright is for.

The same logic applied to the 12/8 rhythmic pattern. A soul ballad at medium tempo in a 12/8 triplet feel is not a composition. It is a genre convention. The scènes à faire doctrine removes genre conventions from the field of protectable expression for exactly the same reason: they must remain available to all composers working in that idiom.

The deposit copy and what it protects

The claim was built on the registered composition deposit for “Let’s Get It On,” not on the sound recording. What the sound recording delivers is a performance: Marvin Gaye’s vocal, the specific keyboard voicing, the character of the groove. What the deposit protects is the underlying composition as written. When you compare what the deposit actually shows to what “Thinking Out Loud” contains, the overlap is in the chord progression and the general rhythmic feel — precisely what the court held unprotectable.

Strip those away, as filtration requires, and the comparison yields no protectable expression that was copied. Feeling similar is not infringing. The legal question is whether the specific expression in the deposit was copied.

What this means for artists facing similar claims

Structured Asset Sales v. Sheeran is now Second Circuit authority, at the appellate level, holding that chord progressions and genre-characteristic rhythmic patterns are not protectable. A claim built entirely on harmonic and rhythmic similarity, without a showing of copied melody, lyric, or distinctive compositional arrangement, is very unlikely to succeed in court.

The practical lesson: if the similarity is in the chords and the feel — and not in a distinctive melody, a specific lyric phrase, or an unusual structural arrangement — the case is weak. A forensic analysis that filters the common elements and identifies what actually remains protectable is the correct starting point for any evaluation.

The musical analysis is mine. Legal advice is your attorney’s.