The US Supreme Court may have slammed the door last June on a long-running copyright case against Ed Sheeran over Thinking Out Loud — but the litigation saga isn’t fully over yet.
A second, parallel case filed in 2020 by Structured Asset Sales (SAS) — which owns a share of the royalty interest in co-writer Ed Townsend’s stake in Marvin Gaye’s Let’s Get It On, and alleges Sheeran’s hit infringes on its copyright — remains alive at the district court level in the Southern District of New York.
Sheeran’s legal team is now pushing to have it thrown out, arguing that its entire legal foundation — a copyright registration filed by SAS itself — was never valid in the first place.
In a reply memorandum filed on March 3 in support of a motion for reconsideration, attorneys from Pryor Cashman LLP, representing Sheeran and co-defendants including Sony Music Publishing (listed as Sony/ATV), Atlantic Records, and others, laid out their case for why the court should dismiss SAS’s complaint. The latest filing can be read in full here. You can read the 2020 complaint from SAS here.
Both SAS cases concern the copyright in the musical composition of Let’s Get It On. The difference is what defines the scope of that composition. The first case, filed in 2018, was based on the original 1973 copyright registration, for which the deposit copy was handwritten sheet music, limiting the protectable elements to what was on the page.
The second, filed in 2020, is based on a new registration that SAS obtained itself, using Gaye’s sound recording as the deposit copy in an attempt to expand the scope to include performance elements like the bass line. It is the validity of that registration that Sheeran’s lawyers are now challenging.
The separate case, filed by SAS in 2018 over the same alleged similarities between Thinking Out Loud and Marvin Gaye’s Let’s Get It On, was decided in Sheeran’s favor and ultimately closed when the US Supreme Court declined to hear SAS’s appeal last summer.
The crux of the latest motion is that SAS lacked the authority to file the copyright registration on which this second lawsuit is based, because it is neither the author of Let’s Get It On, nor the legal copyright claimant, nor the owner of any exclusive rights in the work.
“SAS already sued on the valid 1973 registration and lost,” the filing states. “No owner or author of Let’s Get It On authorized the SAS Registration. It is invalid, and this action should be dismissed.”
The filing notes that SAS has previously admitted — both in its own copyright application and in earlier court submissions — that Stone Diamond Music Corp. is the copyright claimant and 100% copyright owner of Let’s Get It On.
The defense also notes that SAS appears to be walking back its own prior admissions — having previously stated in court submissions that, as a “fractional beneficial owner,” it “could not be Claimant.” The defense argues the court itself has already recognised Stone Diamond, not SAS, as the copyright claimant.
Sheeran’s lawyers argue that SAS holds, at most, a beneficial interest entitling it to receive royalties, not legal ownership of the copyright, and therefore never had the right to file the registration in the first place.
The defendants’ brief argues that the Copyright Act consistently uses the term “owner” to mean legal owner, and that a beneficial owner, with what the filing calls “only a passive right to receive royalties,” does not qualify.
SAS had attempted to counter this by pointing to a separate provision of the Act that grants beneficial owners the right to sue for infringement. But Sheeran’s team argues this actually proves their point: Congress deliberately distinguished between legal and beneficial owners elsewhere in the law, but chose not to extend that distinction to copyright registrations. As the filing puts it: “‘Owner’ means legal owner unless expressly stated otherwise.”
The defense also pushes back on SAS’s claim that it acquired its rights through a probate court order rather than from Ed Townsend’s son, calling the argument “both a new argument and completely baseless.” The filing contends that neither Townsend nor his son could have conveyed more than they owned, “which was only a right to be paid royalties by Stone Diamond.”
If the court grants the motion for reconsideration, the second SAS case could be dismissed entirely — closing what would be the final remaining chapter of the Thinking Out Loud copyright dispute.
The first SAS case, filed in 2018 and based on the original 1973 copyright registration for Let’s Get It On, was decided in Sheeran’s favor by a federal court in New York in 2023. SAS pursued appeals through the Second Circuit and ultimately petitioned the Supreme Court, which declined to hear the case in June 2025.
In another separate lawsuit over the track, the heirs of Townsend took the case to trial in 2023, where a jury also sided with Sheeran.Music Business Worldwide
