JBF Bahrain W.L.L. v. United States

United States Court of International Trade·Decided August 19, 2026·No. 23-00067·Published

Opinion

Slip Op. 26-99

UNITED STATES

COURT OF INTERNATIONAL TRADE

Court No. 23-00067

JBF BAHRAIN W.L.L., as successor-in-interest to JBF Bahrain S.P.C.,

Plaintiff,

v.

UNITED STATES,

Defendant.

Before: M. Miller Baker, Judge

OPINION

[Denying Plaintiff’s motion for partial summary judgment and granting Defendant’s cross-motion for partial summary judgment.]

Dated: August 19, 2026

Lawrence M. Friedman and Pietro N. Bianchi, Barnes, Richardson & Colburn LLP, Chicago, IL, on the briefs for Plaintiff.

Justin R. Miller, Attorney-in-Charge, International Trade Field Office, and Marcella Powell, Senior Trial Counsel, Commercial Litigation Branch, Civil Division , U.S. Department of Justice, New York, NY, on the briefs for Defendant. Of counsel for Defendant was Taylor R. Bates, Office of the Assistant Chief Counsel,

International Trade Litigation, U.S. Customs and Border Protection, New York, NY.

Baker, Judge: The United States and Bahrain have a free-trade agreement. To receive its benefit, at least 35 percent of an import’s value must derive from those nations’ materials and processing. Here, the litigants disagree over the applicable test for determining when the cost of a third-country input counts toward that requirement.

The government argues that under the Harmonized Tariff Schedule of the United States (HTSUS) provision codifying the agreement, a third-country input must twice undergo a “substantial transformation .” This is a long-standing term of art that looks to various factors on a case-by-case basis.

On the other hand, the two nations agreed in a side letter to use a different standard, the tariff-shift test, which an agency regulation incorporates. The importer argues that this metric governs and that under it, the cost of a third-country input counts toward the 35-percent requirement so long as its processing results in a single HTSUS classification change.

The court agrees with the government. The HTSUS—a statute—is clear. Unless the importer can show that a third-country input underwent a double substantial transformation, its cost doesn’t count toward the 35-percent requirement. The agency regulation adopting the tariff-shift test—even though it

reflects the side letter agreed to by the United States and Bahrain—is ultra vires and therefore invalid.

But even if the tariff-shift provisions could apply here, the importer misreads them. They mimic the statute’s substantial-transformation framework by requiring that the tariff shift occur twice. First, the processing of a third-country input into an intermediate good must result in a classification change. In turn, the conversion of that article into a final product must yield a second such change.

In short, the importer’s legal theory here is doubly wrong. The court therefore grants partial summary judgment for the government.

I

In September 2004, the two countries signed the United States–Bahrain Free Trade Agreement. See H.R. Doc. 109–71, 109th Cong., 1st Sess., at 5–209 (2005) (text of the Agreement). As relevant here, it provides for preferential tariff treatment for certain goods produced in one of the signatories and exported to the other.

Chapter Four’s “Rules of Origin” govern whether a product exported from either nation is an “originating good” and thereby eligible for the preference. Art. 4.1, id. at 69. As relevant here, merchandise qualifies when it satisfies two requirements.

First, it must be “a new or different article of commerce that has been grown, produced, or manufactured ” in either country. Art. 4.1(b), id. at 69. Second, the sum of the value of inputs made and processing performed in one or both signatory nations must be “not less than 35 percent of the appraised value of the good” at the time of importation. Id.

Article 4.2 defines “new or different article of commerce ” as “a good that has been substantially transformed from a good or material that is not wholly the growth, product, or manufacture of one [or][1] both of the Parties and that has a new name, character, or use distinct from the good or material from which it was transformed.” Id. at 69 (emphasis added). 2

That “good or material that is not wholly the growth, product, or manufacture of one [or] both of the Parties” in turn must itself be “a new or different article of commerce that has been grown, produced, or manufactured” in one of the signatory nations. Art. 4.14, id. at 74. And so it too must derive from a “good or material that is not wholly the growth, product, or manufacture of one [or] both of the Parties.” Art. 4.2, id. at 69.

1 The original text uses “of,” an obvious typo.

2 Article 4.14 in turn provides a detailed definition of “sub-

stantially transformed.” See id. at 75.

The upshot is that for the cost of a third-country input to count toward the 35-percent requirement, it must undergo double substantial transformation— first into an intermediate good, and then once again into a final product.

On the same day they signed the Agreement, the two countries exchanged correspondence (the Side Letter ). It provides that to determine “whether a good is a ‘new or different article of commerce that has been grown, produced, or manufactured’ for purposes of [Article ] 4.1(b) of the Agreement, each Party should be guided by the specific rules in tariff classification set forth in section 102.20 of the United States Customs Regulations . . . .” ECF 51-4, at 2–3.

The Customs regulation referenced in the Side Letter in turn applies a tariff-shift test to determine the country of origin of a final product that incorporates a foreign input. See 19 C.F.R. § 102.20. 3

In November 2005, the President submitted the Agreement and voluminous supporting papers to Congress for approval as required by 19 U.S.C. § 3805, which governs the effectuation of trade agreements.

3 Under the tariff-shift method, an imported “good, or [im-

ported] component of a good, is considered of United States origin if the subsequent manufacturing processes in the United States are sufficient to change that good or component ’s tariff classification.” Bestfoods v. United States, 260 F.3d 1320, 1322 (Fed. Cir. 2001) (citing 19 C.F.R. § 102.11).

See H.R. Doc. 109–71, 109th Cong., 1st Sess. 4 According to the government, the Side Letter was not among those documents. See ECF 72, at 5. 5

In early 2006, Congress passed the United States– Bahrain Free Trade Agreement Implementation Act. See Pub. L. 106–169, 119 Stat. 3581, 19 U.S.C. § 3805 note. This law adopts the Agreement’s rules of origin in all material respects. See Pub. L. 106–169, § 202, 119 Stat. at 3585–91. It never mentions the Side Letter and does not incorporate its terms.

The Implementation Act also allows the President to “proclaim such actions” as necessary to “appropriately ” carry out its provisions. Id. § 103(a)(1), 119 Stat.

4 While Congress has allowed the President to negotiate

trade agreements with foreign countries in certain circumstances , see, e.g., 19 U.S.C. § 3803, such agreements are not self-executing and “shall enter into force with respect to the United States if (and only if)” the President satisfies various procedural requirements. As relevant here, the statute required the President to notify Congress, timely submit a description of changes to existing law that would be needed “to bring the United States into compliance with the agreement ,” and then submit a full copy of the text of the agreement and a specific universe of supporting documents. 19 U.S.C. § 3805(a)(1), (2). Even if such procedural prerequisites are satisfied, as they were here, an agreement does not take effect unless an implementing act becomes law. Id. § 3805(a)(1)(D). 5 But oddly, the Side Letter is included in the “final text” of

Article IV of the Agreement found on the website of the United States Trade Representative. See ECF 51-5.

at 3583. Exercising that authority, in July 2006 the President issued Proclamation 8039, “To Implement the United States–Bahrain Free Trade Agreement, and for Other Purposes.” 71 Fed. Reg. 43,635.

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