Tariff Consumer Class Actions: What Businesses Need to Know

The U.S. Supreme Court's February 20, 2026, decision in Learning Resources, Inc. v. Trump invalidating the International Emergency Economic Powers Act (IEEPA) tariffs has resulted in a wave of consumer class action litigation. In the months since the decision, plaintiffs have filed more than 80 putative class actions against businesses across a broad range of industries alleging that companies passed tariff costs on to consumers, and they are now seeking refunds of those same tariffs from the federal government.

Although these cases remain in their early stages and no court has yet ruled on the core legal theories, defendants have raised a number of significant threshold and merits defenses. This alert summarizes the current litigation landscape, principal claims being asserted, available defenses and practical considerations for companies that may face litigation risk.

Background: The IEEPA Tariffs

Beginning in February 2025, President Donald Trump imposed sweeping tariffs on imports from virtually every trading partner through a series of executive orders invoking IEEPA. These tariffs – commonly referred to as the "reciprocal" tariffs and "fentanyl" tariffs – resulted in U.S. Customs and Border Protection (CBP) collecting an estimated $175 billion in IEEPA duties from importers of record.

On February 20, 2026, the Supreme Court decided Learning Resources, Inc. v. Trump. The Court held that "IEEPA does not authorize the President to impose tariffs." The majority found that the power to impose tariffs is a branch of Congress' taxing authority and that IEEPA's authorization to "regulate … importation" did not provide the clear statutory text required to vest that authority in the executive branch.

Following the Supreme Court's decision, the U.S. Court of International Trade (CIT) issued a nationwide "Refund Order" directing CBP to refund IEEPA tariffs to every importer of record. That order is currently on appeal before the U.S. Court of Appeals for the Federal Circuit, where the government is expected to argue that refunds of some IEEPA duties should not extend to importers that did not file actions before the CIT. In the meantime, CBP has begun implementing a partial refund process.

Only importers of record are legally responsible for tariffs and, accordingly, only importers of record may receive refunds. Distributors, retailers and consumers who bore some economic cost of the tariffs have no recovery rights against the government – a distinction now central to the consumer class actions being filed nationwide.

The Wave of Consumer Class Actions

Beginning in early March 2026, plaintiffs' firms began filing consumer class actions against businesses that had allegedly passed IEEPA tariff costs to consumers. As of the date of this alert, more than 80 putative class actions have been filed in courts across the country, spanning more than 20 federal judicial districts across more than 20 states, and new cases continue to be filed. The litigation has expanded across multiple industries. To date, plaintiffs have primarily targeted shipping and logistics companies, retailers, manufacturers, consumer brands, and automobile manufacturers and distributors.

The underlying legal theory, however, is not confined to any particular industry. Any business that both passed tariff costs through to customers and is pursuing government refunds could become a litigation target.

Notably, many complaints have been filed before defendants have received any refund from the government. As discussed below, that timing raises potentially significant threshold defenses regarding standing, ripeness and the existence of any cognizable injury. Accordingly, the filing of a complaint should not be viewed as an indication that liability exists or that plaintiffs' claims will ultimately succeed.

2 Distinct Plaintiff Theories

Though the specific allegations vary by defendant and industry, most of these cases share a common legal premise: that companies cannot both pass tariff costs to consumers and retain government refunds for the same tariffs. Plaintiffs assert two primary theories:

Theory 1: Direct Surcharge (Shipping and Logistics Companies)

Many of the cases against shipping and logistics companies involve separate, itemized charges identified as "tariff surcharges," "duty charges" or similar fees that were assessed at the time of shipment. Plaintiffs allege that these charges were not authorized under the parties' shipping contracts, tariffs or terms of service and, therefore, breached the parties' agreements.

Because these charges typically appeared as separate line items, plaintiffs contend that the alleged overcharges can be identified and calculated on a transaction-by-transaction basis.

Theory 2: Price Pass-Through (Retailers, Brands and Manufacturers)

The second, and increasingly common, theory involves companies that increased prices during the period the IEEPA tariffs were in effect and publicly attributed those increases to tariff costs. Following the Supreme Court's decision invalidating the tariffs, plaintiffs argued that companies seeking refunds from the government would receive an improper "double recovery" by retaining both the increased consumer payments and refunded tariffs.

For example, a retailer may have announced during an earnings call that prices were being increased to offset tariff costs. If that retailer later receives a refund of those tariffs, plaintiffs contend that the company has recovered the same costs twice – once through higher consumer prices and again through the government refund. Whether that theory is legally viable remains an open question, but it has become the central premise of many recently filed lawsuits.

These cases often rely on the defendant's own public statements. Earnings calls, U.S. Securities and Exchange Commission (SEC) filings, investor presentations and press releases frequently provide the factual basis for the complaints.

Principal Claims

Although the specific causes of action vary among jurisdictions and industries, the complaints generally assert variations of the following causes of action:

• Unjust Enrichment. Nearly every complaint alleges unjust enrichment. Plaintiffs contend that companies were unjustly enriched by recovering tariff costs from consumers while also obtaining or seeking to obtain government refunds for those same tariffs.
• Breach of Contract. This is the principal claim in many shipping and logistics cases. Plaintiffs allege that tariff-related surcharges were not authorized under applicable shipping agreements, terms of service or tariff schedules.
• Breach of the Implied Covenant of Good Faith and Fair Dealing. Often asserted alongside breach of contract, plaintiffs allege that defendants acted in bad faith by imposing charges allegedly inconsistent with their contractual obligations.
• Money Had and Received. Plaintiffs frequently assert this equitable restitution claim, alleging that defendants received money that, in equity and good conscience, belongs to consumers.
• State Consumer Protection Statutes. Many complaints invoke state consumer protection or unfair and deceptive acts and practices statutes. Because these statutes vary considerably with respect to liability standards, available remedies and class certification requirements, choice-of-law issues are likely to play an important role in many cases.
• Declaratory Judgment. Plaintiffs commonly seek declaratory relief under 28 U.S.C. § 2201, requesting declarations that tariff-related charges were unlawful and that defendants must return corresponding amounts to consumers.
• Breach of Fiduciary Duty. Some shipping cases allege that carriers acting as customs brokers owed fiduciary duties to customers and were therefore required to pass through any tariff refunds received from the government.
• Constructive Trust. Several complaints seek the imposition of a constructive trust over anticipated tariff refund proceeds, arguing that those funds should ultimately benefit the consumers who allegedly bore the economic burden of the tariffs. In some cases, plaintiffs have requested that anticipated refund proceeds be preserved pending resolution of the litigation.
• False Advertising. Certain complaints allege that defendants made false or misleading statements regarding tariff-related pricing or refund practices in violation of state consumer protection laws.
• Contract Unconscionability and Mutual Mistake. In cases involving express tariff surcharges, plaintiffs have argued that surcharge provisions are unenforceable because they were based on a mutual mistake regarding the legality of the underlying tariffs or were unconscionable when imposed.

Potential Defenses

Although no court has yet ruled on the merits of these claims, defendants have raised a number of threshold, procedural and substantive defenses, while other potentially significant defenses remain available. Several early cases are expected to provide important guidance as the litigation develops.

Threshold Defenses

• Ripeness: One of the strongest threshold defenses arises in cases filed before a defendant has received any or all its refund from the government. At this stage, plaintiffs' alleged injuries may be entirely speculative because there is no certainty regarding the amount, timing or even availability of a refund. This is particularly true given the government's recent appeal of the CIT's refund order, as explained in a previous Holland & Knight alert. Accordingly, defendants may argue that plaintiffs' claims are not ripe because any alleged injury depends on uncertain future events.
• Article III Standing: Companies may argue that the named plaintiff lacks standing entirely because the company's own records show that the named plaintiff never paid the tariff-related fees forming the basis of the complaint. This defense is particularly powerful in shipping cases where transaction-level records can definitively establish who paid what.

Contractual and Procedural Defenses

• Mandatory Arbitration and Class Action Waivers: Defendants have moved to enforce mandatory arbitration provisions contained in their terms and conditions, tariffs or customer agreements. Defendants have moved to enforce these provisions under the Federal Arbitration Act, arguing that any disputes must proceed through individual arbitration rather than class litigation.
• Equitable Estoppel: In cases asserting breach of contract, defendants may argue that plaintiffs cannot rely on contractual provisions to assert liability while simultaneously seeking to avoid arbitration provisions contained in those same agreements.
• FAAA Preemption: Shipping and logistics companies have asserted that certain state-law claims are preempted by the Federal Aviation Administration Authorization Act (FAAA), which broadly preempts state laws relating to the prices, routes, or services of motor carriers and freight brokers.

Merits Defenses

• Voluntary Payment Doctrine: Defendants may argue that consumers voluntarily paid the disclosed purchase price for the goods or services they received. Under this theory, the subsequent invalidation of the IEEPA tariffs does not require unwinding transactions that were completed while the tariffs remained in effect.
• Causation: In cases involving alleged tariff pass-through, plaintiffs ultimately will need to establish that tariff costs were incorporated into the prices they paid. Defendants are expected to argue that consumer pricing is influenced by numerous factors – including supply chain costs, market conditions, competition, inventory management and currency fluctuations – making it difficult to attribute any particular price increase to IEEPA tariffs alone.

These issues may become particularly significant at the class certification stage, where plaintiffs must demonstrate that common evidence can establish class-wide injury and causation.

• No Unjust Enrichment Where Contract Governs: In many jurisdictions, unjust enrichment is unavailable where an express contract governs the parties' relationship. Defendants in the shipping cases have relied on this principle to argue that plaintiffs cannot pursue equitable remedies where the challenged charges arise from contractual agreements.
• Charges Were Lawful at Time Collected: Defendants may also argue that the challenged charges were imposed while the IEEPA tariffs remained legally effective and enforceable. According to this view, the Supreme Court's subsequent decision invalidating the tariffs does not necessarily render charges collected before that decision unlawful or create a retroactive obligation to refund amounts previously paid.

Recommended Next Steps

Even at this early stage, companies may benefit from assessing their potential exposure and preparing for potential litigation. Consider the following:

1. Assess Potential Exposure. Evaluate whether the company satisfies the principal factors that have emerged in the current litigation: payment of IEEPA tariffs, the potential pass-through of tariff costs to customers and eligibility for government refunds.
2. Review Public Statements. Review earnings calls, SEC filings, investor presentations, press releases, customer communications and other public statements discussing tariffs or pricing. In many of the pending cases, these statements form a central part of plaintiffs' allegations that tariff costs were passed through to consumers.
3. Review Customer Agreements. Review customer-facing contracts, terms and conditions, and other governing agreements for arbitration provisions, class action waivers, pricing provisions and other contractual language that may affect litigation strategy. Companies should also consider whether updates to future agreements are appropriate.
4. Coordinate Refund and Litigation Strategy. The decision whether to pursue IEEPA tariff refunds may have implications beyond the customs process. Companies should consider coordinating their refund strategy with their broader litigation strategy because refund-related decisions may affect existing or future litigation.
5. Review Future Communications. Future communications regarding tariffs, pricing or potential refunds – including statements to customers, investors or regulators – should be carefully scrutinized. Public statements concerning pricing decisions or refund intentions may become relevant in subsequent litigation.

How Holland & Knight Can Help

IEEPA consumer class actions present overlapping issues of customs law, international trade, consumer protection statutes and class action procedure. Successfully navigating these cases often requires coordinated advice across these disciplines.

Holland & Knight's International Trade, Customs and Class Action teams advise clients on the full range of issues presented by IEEPA tariff refund litigation, including:

1. defending consumer class actions involving IEEPA tariff refunds and related pricing claims
2. developing and implementing tariff refund strategies before CBP and the CIT
3. assessing and mitigating potential litigation exposure before claims arise, including reviewing pricing practices, public statements, refund policies and contractual provisions
4. evaluating arbitration agreements, class action waivers and other customer-facing terms
5. advising on communications concerning tariffs, pricing and potential refunds
6. developing proactive strategies to reduce class action risk while preserving tariff refund rights and other available legal remedies

For more information about these developments or strategies, or to discuss how they may affect your company, please contact the authors.

Information contained in this alert is for the general education and knowledge of our readers. It is not designed to be, and should not be used as, the sole source of information when analyzing and resolving a legal problem, and it should not be substituted for legal advice, which relies on a specific factual analysis. Moreover, the laws of each jurisdiction are different and are constantly changing. This information is not intended to create, and receipt of it does not constitute, an attorney-client relationship. If you have specific questions regarding a particular fact situation, we urge you to consult the authors of this publication, your Holland & Knight representative or other competent legal counsel.