4 minute read | January.21.2026
Orrick has been monitoring and covering issues that companies and investors should be considering in advance of the Supreme Court’s decision on the legality of tariffs imposed by President Trump under the purported authority of the International Emergency Economic Powers Act (IEEPA). One issue that has received less attention — but is of equal importance — concerns the rights of recovery for non-importer stakeholders in the supply chain.
As a starting point, only an importer that has made payments to the government under invalidated tariff requirements would have a refund claim against the U.S. government. However, many international supply agreements include provisions that specify which party is responsible for duties and tariffs, and some sophisticated contracts anticipate changes in tariffs by allowing for price adjustments or specifying how refunds should be handled. For example, if a wholesaler acted as the importer of record and paid the tariffs, but contractually passed the cost on to other supply chain participants (e.g., a retailer), that participant may seek to recover a share of any refund from the wholesaler. Conversely, if a retailer was the importer of record but was reimbursed by a supplier, the supplier may assert a claim to the refund. The resolution of such disputes will often depend on the language of supply contracts and purchase orders, as well as any side agreements or established course of dealing.
Without clear contractual language, refund disputes may become more likely, and parties may need to rely on general principles of contract law or seek negotiated solutions. Companies should review their contracts for clauses addressing tariff allocation, refund or rebate mechanics, and dispute resolution, and consider amending agreements as needed to clarify these issues in advance of any government refund.
Given these complexities, supply chain participants (particularly, non-importing retailers) should proactively prepare for the Supreme Court’s decision. To help companies navigate this uncertain environment, we recommend the following immediate steps:
Tariff refund claim purchasers should also be aware that supply chain contracts may affect their rights. We recommend that claim purchasers incorporate the following steps:
The Supreme Court’s decision could unleash a wave of litigation between parties in the supply chain. Only the importer of record can recover duties from the government, but contractual arrangements may entitle other parties to a share of the proceeds through private claims. Companies that act expeditiously to review their contracts, identify the importer of record, and coordinate with importers to take the necessary administrative and, potentially, judicial steps will be best positioned to protect their interests and recover what they are owed.
Orrick has been closely tracking these developments and is ready to assist as the situation evolves. For tailored advice or assistance with tariff refund claims, please contact our team.