Selling an IEEPA tariff refund claim is a receivables transaction. The closing documents are straightforward, standardized, and designed to protect both parties. Following the Supreme Court’s 6-3 ruling in Learning Resources v. Trump (February 2026), which declared IEEPA tariffs unconstitutional and created a $166 billion refund pool, the documentation framework for claim sales draws on decades of secondary market precedent. This post walks through what sellers can expect at closing.
The Assignment Agreement
The core document is the assignment agreement. It transfers ownership of specified entry lines from the seller (importer of record) to the buyer (Tariff Buyouts). The agreement identifies each entry by Entry Summary Number, specifies the total acquisition price, and outlines payment terms.
Assignment agreements for IEEPA claims follow established precedent from other government receivables markets — bankruptcy claims, tax refunds, and class action recoveries all use similar structures. The documentation has been refined over decades of secondary market transactions, which means sellers are working with proven legal frameworks rather than untested instruments.
The entry schedule attached to the agreement lists every assigned entry with its HTS classification (9903.01xx or 9903.02xx), duty amount, entry date, and liquidation status. This granularity ensures both parties have complete clarity on exactly what is being transferred. For importers using the ACE system, the data maps directly to the ES-003 report fields.
Seller Representations
The seller makes four standard representations:
- Authority to assign — the seller is the importer of record or has legal authority to assign the claim
- No prior assignment — the entries have not been previously sold, pledged, or encumbered
- No existing liens — no creditor holds a security interest in the refund proceeds
- Accuracy of data — the entry data provided is accurate and complete
These representations are standard in any receivables transaction. They do not create ongoing obligations beyond the closing date. Importantly, they are distinct from guarantees about the refund outcome itself — the transaction is non-recourse, meaning the seller bears no risk if the government reduces, delays, or denies the refund after closing.
The representations protect the buyer against defects in the claim itself, not against government processing outcomes. If the entries exist, belong to the seller, and have not been previously assigned, the representations are satisfied. Everything that happens after closing — CBP processing through the CAPE portal, protest adjudication under 19 USC 1514, post-summary corrections under 19 USC 1520(d), interest calculations under 19 USC 1505(c) — is the buyer’s responsibility.
Payment Mechanics
Capital is typically disbursed via wire transfer on the closing date or within one business day of executing the assignment agreement. The exact timing may vary based on the complexity of the transaction and bank processing windows, but the standard is same-day or next-day settlement.
Payment is non-recourse — once the wire clears, the seller’s obligation is complete regardless of what happens with government processing. There are no clawback provisions, no escrow holdbacks, and no contingent adjustments. The price agreed upon during valuation is the price paid at closing. This distinguishes a claim sale from other recovery approaches where the importer retains exposure to government timelines and processing outcomes.
What Happens After Closing
After closing, the buyer assumes all rights to the assigned entries. This includes filing through CAPE, managing CBP correspondence, handling any administrative follow-up, and tracking statutory interest accrual. The seller has no further involvement unless a representation was materially inaccurate.
This clean separation is one of the primary advantages of a sale over self-filing. Government processing timelines remain uncertain — CBP has 2,500 staff for 53 million entry lines across 330,000 importers. Administrative correspondence can extend over months or years. After closing, that operational burden shifts entirely to the buyer.
For sellers pursuing a partial assignment strategy, the same documents apply — they simply specify which entries are being assigned and which are retained. The seller maintains full ownership and control over retained entries while receiving immediate capital on the assigned portion. Our post on partial assignment strategies covers how to determine the optimal split between sold and retained entries.
Common Questions About Closing
Importers frequently ask whether the assignment needs to be recorded with CBP. The answer depends on the specific recovery path for each entry. For protest-based recoveries under 19 USC 1514, the buyer manages the filing. For post-summary corrections under 19 USC 1520(d), the buyer coordinates through the CAPE portal. In both cases, the seller’s involvement ends at closing.
Another common question concerns tax treatment. The sale of a government receivable is generally treated as a capital transaction. Importers should consult their tax advisors on the specific treatment, but the structure is straightforward from an accounting perspective. For importers who passed tariff costs to downstream customers, the sale does not create any customer-facing obligation.
Getting Started
The closing process is the final stage of a six-stage transaction. It begins with a confidential Impact Assessment — submit your entry data and we handle the rest. For importers evaluating all recovery paths, tariffresolution.com provides comprehensive guidance.