Part 3: The Tariff Fight for $166 Billion Moves Up the Supply Chain: B2B Disputes After the IEEPA Ruling
Part 3 of a 3-part series on the litigation wave following the Supreme Court's IEEPA tariff ruling.
This is the last installment in the series tracking what followed the Supreme Court's IEEPA ruling. Part 1 covered who is legally entitled to the refund itself. Part 2 turned to the consumer class actions built around tariff surcharges. This post goes one level deeper, into the fights businesses are starting to have with each other.
Consumer class actions have drawn the headlines, and the largest retailers and wholesalers. But a quieter set of disputes is forming further up the chain: business against business. No court has ruled on any of these yet, but the shape of the fight is already visible in pre-litigation posturing, demand letters, and contract reviews. For in-house counsel, this is usually where the real complexity lives.
Here are the four friction points I'm watching most closely.
1. Does the importer of record even have to chase the refund?
Some supply agreements specify who serves as importer of record and what happens if a reassessed refund comes back. Many do not.
When the contract is silent or unclear, the disputes tend to write themselves. What counts as a refundable "tariff surcharge"? Are ancillary fees like clearance and brokerage still non-refundable? Who bears the cost of actually pursuing the refund from the government? And does an illegal tariff get automatically credited to the client, or only if and when the refund is actually received? Each of those questions turns on contract interpretation, governing law, and the equitable remedies available.
2. Surcharge or fixed price?
This is the cleanest fault line. If the importer passed the tariff to its client as a surcharge, the client may want to claim the tariff refund. In plenty of deals, though, the buyer agreed to a fixed price, everything included, tariffs and all.
Where the price is truly fixed, the seller generally carries the risk of tariff swings, and the buyer paid for predictability, accepting the risk of overpaying if the tariffs were later struck down. The disputes arise where that agreement never existed clearly, or is muddy about how the price was actually structured. It may be time to review your pricing terms.
3. The amendment hangover
A 2025 Thomson Reuters survey found that 52% of companies renegotiated supplier contracts in 2025. Those amendments are about to be re-read very carefully.
The forward-thinking ones spelled out what happens if the tariffs turned out to be illegal. The rest, amendments that reallocated the tariff burden but never mentioned a refund, are candidates for a fresh round of disputes and renegotiations. It gets harder still where companies built complex concession systems: price caps, tariff caps that trigger renegotiation, volume discounts, integrated pricing structures.
For some companies, the prospect of a refund suddenly makes the pre-amendment contract look more attractive. Those parties may begin considering mutual mistake, frustration of purpose, failure of consideration, or duress defenses.
4. Sourcing, reshoring, and the question of getting out
That same Thomson Reuters survey found that 72% of companies had already changed their sourcing patterns in response to the tariffs. Layered on top of that is a separate reshoring trend: a 2025 Deloitte analysis, cited by SupplyChainBrain, projected that 40% of U.S. companies would relocate at least part of their supply chains to North America by 2026.
The Learning Resources ruling has now moved that cost map again. Companies that reshored specifically to avoid the IEEPA tariffs may need to revisit that decision, which means changes to procurement, ordering, and production scheduling, and in some cases, terminating a supplier relationship built around a tariff regime that no longer exists. The old questions about contract flexibility and termination rights, dormant for a while, are resurfacing quickly.
Why This Isn't a One-Time Cleanup
It would be reassuring to treat all of this as a one-off: a sweeping tariff regime invalidated by the Supreme Court, generating a burst of refund litigation that eventually clears.
The litigation may be unusual. The underlying trade policy is not. Tariff volatility increasingly looks like a structural feature of the environment rather than a passing storm. In Thomson Reuters' 2026 Global Trade Report, 76% of surveyed trade professionals said they view the new tariffs as a more permanent approach for the next four years, not a short-term tool of the current administration.
So this is better treated as a risk-management problem than a cleanup project.
✅ What This Means for You
Map your tariff costs. Who imported, who paid, who passed what to whom. You can't allocate a refund you can't trace.
Audit your public statements and refund promises. What you said about tariffs and prices in 2025 is now both evidence and legal exposure.
Re-read last year's amendments with the refund scenario specifically in mind, and flag the silent ones before someone else does.
Build refund-and-illegality language into new contracts and terms of service. Spell out who pursues refunds, who bears the cost, and what happens to surcharges and ancillary fees if a tariff is later voided.
Realign your risk-mitigation strategy around volatility itself. The next disruption is a question of when, not if.
The Bottom Line
That closes out the series. The Ray-Ban sunglasses that opened Part 1 were never really about sunglasses. They were the entry point into a $166 billion question still working its way through every link of the supply chain. The companies that come out ahead will likely be the ones that treat tariff volatility as the new normal, not a one-time event to clean up and move past.
How is your organization building tariff volatility into its contracts, before the next disruption hits?
Disclaimer: This blog post is not legal advice. It is for informational purposes only. Reading this content does not create an attorney-client relationship. Consult with a licensed attorney to address your specific issues. Do not act upon this information without seeking professional legal counsel. IB Law Firm does not endorse any of the cited sources and is not responsible for the content of linked resources