Ed Sheeran’s Second ‘Thinking Out Loud’ Win Appealed to Justices

A company that owns one-ninth of the composition to Marvin Gaye’s “Let’s Get It On” asked the US Supreme Court to revive claims Ed Sheeran’s hit 2014 song “Thinking Out Loud” infringes the 1973 soul classic.

Sheeran wrongly won because the US Court of Appeals for the Second Circuit abdicated its responsibility to decide novel legal questions by deferring to the US Copyright Office, Structured Asset Sales LLC said in its petition, which hasn’t yet been docketed by the high court. It argued the appellate decision flew in the face of the high court’s 2024 decision in Loper Bright Enterprises v. Raimondo overturning the Chevron doctrine, under which courts deferred to federal regulators’ interpretations of ambiguous laws.

The Second Circuit cited the Copyright Office’s compendium of practices and found SAS’s protection limited to content in the deposit copy—limited to sheet music for pre-1978 registrations—months after the Supreme Court barred merely deferring to agencies on ambiguous questions, the March 6 petition said.

SAS—which acquired its stake in the song from an heir of “Let’s Get It On” coauthor Ed Townsend—filed lawsuits over the song in 2018 and 2020. A jury in 2023 sided with Sheeran over other Townsend heirs in a separate case.

SAS registered the sound recording during the first suit, after the Copyright Office suggested old sound recordings could still be registered and protected during separate litigation involving Led Zeppelin’s “Stairway to Heaven.” But the US District Court for the Southern District of New York refused to let SAS further amend its complaint to include the recording and ultimately granted Sheeran’s bid for summary judgment. The 2020 case relying on the sound recording is paused pending SAS’s appeals in the 2018 suit.

SAS’s petition said the Second Circuit wrongly deferred to the Copyright Office’s stance that the case is limited to the deposited sheet music as it affirmed Sheeran’s win. That position at the district court had prevented SAS it from playing the recording studio versions of the songs to a jury. Under Loper Bright, it argued, courts must weigh in on the proper interpretation of statutes, rather than leaning on agency readings.

The petition said neither the Supreme Court nor the Second Circuit has ruled on the deposit-copy question. The Ninth Circuit also adopted the Copyright Office’s stance when it refused to let a jury hear “Taurus” as recorded by the band Spirit in its suit against Led Zeppelin, just a musician playing the sheet music. SAS criticized the courts’ and Copyright Office’s justifications for limiting protection for those older composition registrations, saying nothing in the 1909 Copyright Act restricts protection to sheet music.

Parness Law Firm PLLC represents SAS. Pryor Cashman LLP represented Sheeran at the Second Circuit.

The case is Structured Asset Sales LLC v. Sheeran, U.S., cert. petition filed 3/6/25.