Structured Asset Sales, LLC v. Sheeran
Slip Opinion, decided November 1, 2024 (2024)
Rule of Law:
Under the 1909 Copyright Act, protection for a musical composition is limited to the musical elements explicitly defined in the sheet music deposited with the Copyright Office. Furthermore, a combination of common, unprotectable musical elements (like a basic chord progression and syncopated harmonic rhythm) does not merit copyright protection as a 'selection and arrangement' unless it demonstrates sufficient originality beyond being 'garden variety' or previously used.
Facts:
- In 2014, Ed Sheeran and Amy Wadge co-wrote the romantic ballad “Thinking Out Loud,” which subsequently achieved global chart success.
- In 1973, Ed Townsend and Marvin Gaye co-wrote the song “Let’s Get It On.”
- That same year, Townsend registered a copyright for “Let’s Get It On” by depositing five pages of sheet music (the “Deposit Copy”) with the Copyright Office.
- Structured Asset Sales, LLC (SAS) owns a one-ninth interest in the royalties from “Let’s Get It On.”
- The Deposit Copy for “Let’s Get It On” includes a four-chord progression (E♭– G minor – A♭– B♭7) and a syncopated harmonic rhythm, but it does not include a notated bass line.
- Sheeran’s song, “Thinking Out Loud,” also features a four-chord progression and a syncopated harmonic rhythm similar to those in “Let’s Get It On.”
- An expert for Sheeran identified well-known songs, including “Georgy Girl” and “Since I Lost My Baby,” that predated “Let’s Get It On” and featured the same combination of the four-chord progression and syncopated harmonic rhythm.
Procedural Posture:
- In 2017, Kathryn Griffin, Helen McDonald, and the Estate of Cherrigale Townsend (co-owners of 'Let’s Get It On') initiated a copyright infringement lawsuit against Ed Sheeran and other entities (the 'Griffin lawsuit') in the United States District Court for the Southern District of New York.
- Structured Asset Sales, LLC (SAS) sought to intervene in the Griffin lawsuit, but the district court denied its request, a decision which the Second Circuit affirmed on interlocutory appeal.
- Unable to join the Griffin lawsuit, SAS filed its own copyright infringement lawsuit in 2018 against Sheeran and others in the United States District Court for the Southern District of New York, which was assigned to the same district judge.
- Sheeran moved for summary judgment in SAS's case in April 2021.
- In September 2021, the district court granted several of Sheeran’s motions in limine, limiting SAS’s infringement claim to the musical elements present in the 1973 Deposit Copy and excluding evidence, including expert opinions, related to elements found only in Gaye’s sound recording or an 'inferred bass line.' The court subsequently denied Sheeran’s summary judgment motion without prejudice.
- Sheeran renewed his motion for summary judgment, which the district court initially denied, concluding that the originality of the chord progression and harmonic rhythm presented a factual question for trial.
- Sheeran then moved for reconsideration of the denial of summary judgment.
- On May 4, 2023, a jury in the parallel Griffin lawsuit found that Sheeran did not infringe the 'Let’s Get It On' copyright.
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Issue:
Does the 1909 Copyright Act limit the scope of copyright protection for a musical composition to the elements contained in the deposited sheet music, and can a copyright infringement claim succeed based on a 'selection and arrangement' of unprotectable, commonplace musical elements when similar combinations predate the allegedly infringed work?
Opinions:
Majority - Park, Circuit Judge
No, the district court did not err by dismissing the action alleging copyright infringement. First, the Copyright Act of 1909, which governs the 1973 registration of 'Let's Get It On,' protects only the musical composition as explicitly defined by the sheet music (the 'Deposit Copy') filed with the Copyright Office. Elements of Gaye’s audio recording not present in the Deposit Copy are not protected because distributing a sound recording did not constitute 'publication' under the 1909 Act, and the 'complete copy' requirement mandates strict adherence to the deposited material for fair notice. This interpretation is consistent with Supreme Court precedent and the Ninth Circuit's ruling in Skidmore v. Led Zeppelin. The court therefore affirmed the district court's exclusion of evidence and expert testimony regarding musical elements outside the Deposit Copy, including an 'inferred bass line' which was deemed 'non-helpful' as it was not explicitly notated. Second, Plaintiff’s 'selection-and-arrangement' theory of infringement fails as a matter of law. Even when combined, the four-chord progression and syncopated harmonic rhythm at issue are too unoriginal for copyright protection. Basic musical building blocks are generally uncopyrightable, and the plaintiff failed to rebut evidence that this same combination appeared in well-known songs predating 'Let’s Get It On.' Granting copyright protection to such commonplace elements, even in combination, would create an impermissible monopoly over basic musical building blocks and stifle creativity, which is contrary to the purpose of copyright law. Finally, no reasonable jury could find that the two songs, taken as a whole, are substantially similar given their dissimilar melodies and lyrics, which represent the 'heart' of a musical composition. Therefore, the district court correctly granted summary judgment to Sheeran.
Analysis:
This case significantly clarifies the boundaries of copyright protection for musical works registered under the 1909 Act, emphasizing a strict 'four corners' approach to the deposit copy. It also reinforces the high originality threshold required for 'selection-and-arrangement' claims, particularly in music, where common elements like chord progressions and harmonic rhythms, even combined, are unlikely to be protected if prior art demonstrates their 'garden variety' nature. The ruling is important for composers and copyright holders of older works, as it limits the scope of potential infringement claims and underlines the judiciary's intent to prevent the monopolization of fundamental musical building blocks, thereby encouraging, rather than stifling, creative expression.
