Centro de Trabajadores Unidos v. Scott Bessent

United States Court of Appeals

FOR THE DISTRICT OF COLUMBIA CIRCUIT

Argued October 3, 2025 Decided February 24, 2026

No. 25-5181

CENTRO DE TRABAJADORES UNIDOS, ET AL.,

APPELLANTS

v.

SCOTT BESSENT, IN HIS CAPACITY AS SECRETARY OF THE

TREASURY, ET AL.,

APPELLEES

Appeal from the United States District Court

for the District of Columbia

(No. 1:25-cv-00677)

Nandan M. Joshi argued the cause for appellants. With

him on the briefs were Kevin L. Herrera, Mark H. Birhanu,

Michael T. Kirkpatrick, and Alan B. Morrison.

Leslie K. Dellon and Michelle R. Lapointe were on the brief

for amici curiae Cambridge Economic Opportunity

Committee, Inc. and Community Economic Development

Center of Southeastern Massachusetts in support of appellants.

Hannah Zhao was on the brief for amicus curiae Electronic

Frontier Foundation in support of appellants.

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Leah M. Nicholls was on the brief for amici curiae Ninety-

Three Members of Congress in support of appellants.

Aaron Henricks, Attorney, U.S. Department of Justice,

argued the cause for appellees. On the brief were Michael J.

Haungs, Jennifer M. Rubin, and Geoffrey J. Klimas, Attorneys.

Andrew L. Schlafly was on the brief for amicus curiae

Federation for American Immigration Reform in support of

appellees.

Before: SRINIVASAN, Chief Judge, MILLETT, Circuit Judge,

and EDWARDS, Senior Circuit Judge.

Opinion for the Court filed by Senior Circuit Judge

EDWARDS.

EDWARDS, Senior Circuit Judge: This appeal emanates

from an action filed in the District Court by Centro de

Trabajadores Unidos, Immigrant Solidarity DuPage, Somos

Un Pueblo Unido, and Inclusive Action for the City

(collectively “Appellants”), “seeking declaratory and

injunctive relief to prevent the Internal Revenue Service (IRS)

from sharing personal tax information with the Department of

Homeland Security (DHS) for immigration enforcement

purposes.” Centro de Trabajadores Unidos v. Bessent, 2025

WL 1380420, at *1 (D.D.C. May 12, 2025). Appellants

initiated this action shortly after news reporting that

Immigration and Customs Enforcement (“ICE”) was seeking

address information from IRS to aid in locating undocumented

immigrants. See, e.g., Andrew Duehren, Homeland Security

Officials Push I.R.S. for 700,000 Immigrants’ Addresses, N.Y.

TIMES, Feb. 28, 2025, at A26.

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On March 14, 2025, Appellants moved for a temporary

restraining order to block IRS from sharing taxpayers’ address

information. The District Court denied the motion. Appellants

then moved for a preliminary injunction, challenging IRS’s

contested policy on two grounds. First, Appellants claimed that

IRS’s policy is contrary to law because 26 U.S.C. § 6103(i)(2)

prohibits disclosure of addresses alone. Second, Appellants

claimed that IRS had acted arbitrarily and capriciously by

changing its interpretation of § 6103(i)(2) without adequate

explanation or consideration of reliance interests.

On April 7, while Appellants’ motion for a preliminary

injunction was pending, IRS and DHS executed a

Memorandum of Understanding (“MOU”) outlining

procedures that will govern requests under § 6103(i)(2) for

“addresses of persons subject to criminal investigation.” Joint

Appendix (“J.A.”) 115. Under the MOU, IRS agreed to

“[r]eview each [ICE] request for completeness and validity . . .

pursuant to . . . § 6103(i)(2).” Id. If the statutory requirements

are satisfied, IRS will “[s]earch for the last known address for

each individual in [the] request” and provide that address to

ICE. Id. Both IRS and DHS acknowledged that, if ICE’s

requests were invalid or unsatisfactory in some way, IRS

would not disclose the information sought.

In addressing Appellants’ motion for a preliminary

injunction, the District Court found that at least one Appellant,

Somos, had standing to pursue the claims that IRS’s contested

policy exceeded its statutory authority and was arbitrary and

capricious. On the merits, however, the District Court

concluded that Appellants were unlikely to succeed on either

their contrary-to-law or arbitrary-and-capricious challenges to

the MOU. Regarding the contrary-to-law claim, the District

Court explained that § 6103(i)(2) unambiguously authorized

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disclosure of addresses, conditional on satisfaction of the

provision’s requirements and compliance with its procedures.

As to the arbitrary-and-capricious claim, the District Court

found that the IRS policy statements on which Appellants

relied were nonbinding and lacked legal effect.

Appellants now seek this court’s review. They argue that

the District Court’s likelihood-of-success analysis is wrong on

all counts. The government, in turn, argues that Appellants lack

standing to pursue their complaint and that the District Court’s

likelihood-of-success analysis was correct. For the reasons

explained below, we affirm the District Court’s denial of

Appellants’ motion for a preliminary injunction.

As a threshold matter, we reject the government’s

challenge to Appellants’ standing. On a motion for a

preliminary injunction, a plaintiff need only be “likely to be

able to demonstrate standing at the summary judgment stage.”

Elec. Privacy Info. Ctr. (“EPIC”) v. U.S. Dep’t of Com., 928

F.3d 95, 104 (D.C. Cir. 2019). Here, at least one Appellant,

Somos, satisfies this requirement. Standing is not an issue in

this case.

We agree with the District Court that, while Somos likely

has standing to pursue this action, Appellants are unlikely to

succeed on the merits of their claims. First, we hold that

Appellants are unlikely to succeed on their contrary-to-law

claim. Section 6103(i)(2) is clear: upon receipt of a valid

request, IRS must disclose “return information” other than

“taxpayer return information.” 26 U.S.C. § 6103(i)(2). The

statute straightforwardly says that addresses can be disclosed if

they are not “taxpayer return information.” And it explains that,

“[f]or purposes of this paragraph, a taxpayer’s identity [which

includes a taxpayer’s mailing address] shall not be treated as

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taxpayer return information.” Addresses are thus not “taxpayer

return information,” so they do not receive any special

protection from disclosure under § 6103(i)(2). The simple and

dispositive point here is that § 6103(i)(2) authorizes IRS to

disclose address information, to specific government officials,

for use in nontax criminal investigations, and only in response

to a valid request.

Second, we hold that Appellants are unlikely to succeed on

their arbitrary-and-capricious claim. The MOU is a nonbinding

policy statement without legal effect. It is thus not a final

agency action reviewable under the Administrative Procedure

Act (“APA”). Furthermore, if we find, as we do, that the “best

reading” of the statute does not support Appellants’ position,

then no agency action may countermand the court’s judgment.

Loper Bright Enters. v. Raimondo, 603 U.S. 369, 400 (2024).

Indeed, Appellants readily admit that a remand to IRS to

further explain its new interpretation would be a “useless

formality” given the court’s duty to independently interpret the

statute. Appellants’ Reply Br. 15 (citation omitted).

We do not opine today on the legality of any actions taken

by IRS or DHS after they finalized the MOU. The only issue

that we decide is whether, on the sparse record before us,

Appellants have met their heavy burden to make a clear

showing that they are entitled to the preliminary injunctive

relief sought. For the reasons indicated, we conclude that

Appellants have not.

I. BACKGROUND

A. The Tax Reform Act

The Tax Reform Act of 1976 (the “Act”) was enacted “in

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the wake of Watergate and White House efforts to harass those

on its ‘enemies list.’” Lake v. Rubin, 162 F.3d 113, 115 (D.C.

Cir. 1998) (citation omitted). Recognizing the value and

sensitivity of tax information, one section of the Act, codified

at 26 U.S.C. § 6103, sought to “protect the privacy of [this]

information and to regulate in minute detail [its] disclosure.”

Id.

Under the Act, the default rule is that “[r]eturns and return

information shall be confidential.” 26 U.S.C. § 6103(a). “[N]o

officer or employee of the United States” or any state may

disclose such information. Id. However, the Act also contains

exceptions to this default rule of confidentiality. For example,

limited disclosure is permitted in connection with certain

criminal investigations, id. § 6103(i)(1)-(2), to respond to

terrorist activities or emergency circumstances, id.

§ 6103(i)(3), in judicial or administrative proceedings,

id. § 6103(i)(4), or to locate fugitives from justice, id.

§ 6103(i)(5).

The exception at issue in this case concerns “[d]isclosure

of return information other than taxpayer return information for

use in criminal investigations.” Id. § 6103(i)(2). In relevant

part, the Act allows the Secretary of the Treasury to:

disclose return information (other than taxpayer

return information) to officers and employees of [a

requesting] agency who are personally and directly

engaged in—

(i) preparation for any judicial or

administrative proceeding [pertaining to

enforcement of nontax criminal statutes],

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(ii) any investigation which may result in such

a proceeding, or

(iii) any grand jury proceeding [pertaining to

enforcement of nontax criminal statutes],

solely for the use of such officers and employees in

such preparation, investigation, or grand jury

proceeding.

Id. § 6103(i)(2)(A). To obtain this information, a government

official must submit a request that is in writing and includes the

following information:

(i) the name and address of the taxpayer with

respect to whom the requested return

information relates;

(ii) the taxable period or periods to which such

return information relates;

(iii) the statutory authority under which the

proceeding or investigation described in

subparagraph (A) is being conducted; and

(iv) the specific reason or reasons why such

disclosure is, or may be, relevant to such

proceeding or investigation.

Id. § 6103(i)(2)(B).

Section 6103(i)(2) makes it clear that this procedure can

only be used for “return information other than taxpayer return

information.” Id. § 6103(i)(2) (emphasis added). Section

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6103(b) defines the relevant terms, as follows:

- Return information is “a taxpayer’s identity, the

nature, source, or amount of his income, payments,

receipts, deductions, exemptions, credits, assets,

liabilities, net worth, . . . or any other data, received by,

recorded by, prepared by, furnished to, or collected by

the Secretary with respect to a [tax] return . . . .” Id.

§ 6103(b)(2)(A).

- Taxpayer identity is the “name of a person with

respect to whom a return is filed, his mailing address,

his taxpayer identifying number . . . , or a combination

thereof.” Id. § 6103(b)(6).

- Taxpayer return information is “return information

. . . which is filed with, or furnished to, the Secretary by

or on behalf of the taxpayer to whom such return

information relates.” Id. § 6103(b)(3).

Crucially, § 6103(i)(2)(C) explains that “[f]or purposes of

[§ 6103(i)(2)], a taxpayer’s identity shall not be treated as

taxpayer return information.” Id. § 6103(i)(2)(C) (emphasis

added). Under § 6103(i)(2), then, taxpayer return information

does not include taxpayer identity information like a taxpayer’s

name, address, and taxpayer identification number. And again,

§ 6103(i)(2) permits the disclosure of all return information

other than taxpayer return information.

B. The IRS-ICE MOU

Before the events giving rise to this case, IRS has

interpreted § 6103(i)(2) to prohibit disclosure of a taxpayer’s

address when no other information is requested. See, e.g.,

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INTERNAL REVENUE SERV., IRS PUB. 4639, DISCLOSURE &

PRIVACY LAW REFERENCE GUIDE 5-4 (2012) (“Requests under

section 6103(i)(2) seeking only taxpayers’ addresses do not

comply with the section.”); INTERNAL REVENUE SERV.,

INTERNAL REVENUE MANUAL § 11.3.28.4(5) (2025)

(“Requests for addresses only are invalid.”). In the past, IRS

officials have also stated that tax information is not used to aid

immigration enforcement. See, e.g., PAMELA J. GARDINER,

INTERNAL REVENUE SERV., IRS MEMORANDUM NO. 94505

(1999) (“The IRS requires that IRC Section 6103 be changed

before providing . . . information to the [Immigration and

Naturalization Service].”); Maria Sacchetti, Undocumented

and Paying Taxes, They Seek a Foothold in the American

Dream, WASH. POST (Mar. 11, 2017) (quoting IRS as stating:

“There is no authorization . . . to share tax data with ICE.”).

In the spring of 2025, however, news reports emerged that

DHS had asked IRS to disclose addresses of some

undocumented taxpayers. See, e.g., Jacob Bogage et al., DHS

Asks IRS for Addresses of People Believed to Be in U.S.

Illegally, WASH. POST (Mar. 1, 2025). On April 7, 2025, DHS

and IRS entered into an MOU to “establish the procedures and

requirements for ICE’s submission of valid . . . § 6103(i)(2)

requests for addresses of persons subject to criminal

investigation under 8 U.S.C. § 1253(a)(1).” J.A. 115.

In the MOU, IRS agreed to:

A. Receive requests for address information from

ICE.

B. Review each request for completeness and

validity and return to ICE any requests not

meeting the requirements necessary for disclosure

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pursuant to . . . § 6103(i)(2) . . .

C. Search for the last known address for each

individual in each request.

D. For each individual the IRS is able to identify

from the information provided by ICE, provide

the IRS[’s] last known address for that individual

...

E. Send responses to ICE . . .

Id. DHS agreed to:

A. Send requests for address information for

specifically identified individuals . . .

B. Each request must be made consistent with . . .

§ 6103(i)(2)(A).

C. Each request will contain the following

information with respect to each individual

identified in the request:

1. The name and address of the taxpayer.

2. The taxable period or periods as to which the

return information (address) they are seeking

relates.

3. The specifically designated nontax Federal

criminal statute . . . under which an

investigation or proceeding regarding the

individual is being conducted.

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4. The date of the final order of removal and the

related case number assigned to each such

order.

5. The specific reason or reasons why disclosure

is, or may be, relevant to the nontax criminal

investigation or proceeding . . .

6. Identity information for the ICE officers and

employees personally and directly engaged in

the nontax criminal investigation that may

result in criminal charges against the

individual . . .

J.A. 116. However, DHS and IRS agreed that “[t]he

information exchange contained in [the MOU] will not

commence until a separate implementation agreement between

the IRS and ICE has been signed and implemented.” J.A. 123.

That implementation agreement was finalized on April 18,

2025. Appellants’ Supplemental Letter at Ex. A (Oct. 6, 2025).

C. Procedural History

Appellants filed this lawsuit on March 7, 2025. Based only

on news reporting about potential IRS-ICE information

sharing, Appellants first sought a temporary restraining order

barring IRS from acting. The District Court denied the motion.

Appellants then filed an amended complaint on March 26,

2025 and moved for a preliminary injunction on March 31,

2025, again to prevent IRS from disclosing addresses. In its

responsive briefing, the government revealed that DHS and

IRS had entered into an MOU setting forth the process for

information sharing.

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The District Court denied Appellants’ motion for a

preliminary injunction. Centro de Trabajadores Unidos v.

Bessent, 2025 WL 1380420 (D.D.C. May 12, 2025). The

District Court’s opinion begins with standing. It finds that

Centro, Immigrant Solidarity, and Somos “have associational

standing to challenge whether the IRS acted arbitrarily and

capriciously,” and that Somos “has standing to challenge the

lawfulness of the agreement.” Id. at *3.

The District Court then identified the “narrow legal issue”

presented in the case: “Does the [MOU] violate the Internal

Revenue Code?” Id. at *8. The District Court concluded: “It

does not.” Id. Accordingly, Appellants were unlikely to

succeed on the merits of their contrary-to-law claim.

Appellants argued that § 6103(i)(2) “does not allow the IRS to

provide only address information in response to a DHS

request,” but the District Court explained that this

interpretation “does not comport with the text of the statute”

because, “[b]y its plain language, the statute mandates that the

IRS share a taxpayer’s name and address with another agency,

as long as its request for information is complete and valid and

meets the requirements of § 6103(i)(2)(B).” Id. at *6 (cleaned

up). The District Court refused to “read additional restrictions

into the statute’s clear text.” Id.

In determining that the MOU did not violate § 6103(i)(2),

the District Court rejected Appellants’ argument that internal

IRS publications prohibiting the release of address information

should control. “For one,” the District Court said, “the manuals

do not have the force of law.” Id. “For another, the Court is not

obligated to defer to the IRS’s interpretation of the statute” and,

in fact, has a “duty . . . to exercise independent judgment in

determining its meaning.” Id. at *6-7 (citing Loper Bright, 603

U.S. at 400). The District Court also found unpersuasive

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Appellants’ contention that § 6103(i)(5), the fugitive-location

provision, was the “only mechanism for using tax records to

locate individuals.” Id. at *6. Sections 6103(i)(2) and (5)

authorize the release of different types of information, the

District Court said, thus “establish[ing] separate information

sharing mechanisms for different but potentially overlapping

purposes.” Id.

The District Court also decided that Appellants were

unlikely to succeed on their arbitrary-and-capricious claim.

“[E]ven assuming that the IRS has changed its position,” the

District Court explained, Appellants failed to “establish[] that

the [MOU] constitutes a reviewable change in agency action

under the APA.” Id. at *8. It also viewed “[a]ny substantive

change” as “stem[ming] not from the IRS’s change in position

but from the Administration’s decision to use . . . statutorily

authorized tools to further criminal investigations.” Id.

Because Appellants could not show a likelihood of success

on either their contrary-to-law or arbitrary-and-capricious

claims, the District Court declined to issue a preliminary

injunction. Appellants now seek this court’s review.

This is not the only pending case challenging the

lawfulness of IRS’s actions related to disclosure of taxpayer

addresses. Three other organizations have sued over the actual

implementation of the information-sharing agreements, and on

November 21, 2025, a District Court judge stayed address-

sharing. Ctr. for Taxpayer Rights v. Internal Revenue Serv.,

2025 WL 3251044, at *2 (D.D.C. Nov. 21, 2025). The District

Court judge in Center for Taxpayer Rights distinguished that

case from this one because “Centro analyzed the MOU on its

face, while [Center for Taxpayer Rights] analyzed the MOU as

it was applied.” Id. at *40. The government noticed an appeal

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of the Center for Taxpayer Rights decision on January 6, 2026.

Amended Notice of Appeal, Ctr. for Taxpayer Rights v.

Internal Revenue Serv., No. 25-0457 (Jan. 6, 2026), Dkt. No.

61.

II. ANALYSIS

A. Standard of Review

We review a district court’s standing decision de novo.

Jibril v. Mayorkas, 20 F.4th 804, 812 (D.C. Cir. 2021).

“A preliminary injunction is ‘an extraordinary remedy that

may only be awarded upon a clear showing that the plaintiff is

entitled to such relief.’” Hanson v. District of Columbia, 120

F.4th 223, 231 (D.C. Cir. 2024) (quoting Winter v. Nat. Res.

Def. Council, Inc., 555 U.S. 7, 22 (2008)). “To get a

preliminary injunction[,] the movant must show: (1) ‘he is

likely to succeed on the merits,’ (2) ‘he is likely to suffer

irreparable harm in the absence of preliminary relief,’ (3) ‘the

balance of equities tips in his favor,’ and (4) issuing ‘an

injunction is in the public interest.’” Id. (quoting Winter, 555

U.S. at 20). This court reviews the District Court’s “ultimate

decision to issue or deny [a preliminary injunction] for abuse

of discretion” and “any legal conclusions upon which the

[D]istrict [C]ourt relie[d]” de novo. Chaplaincy of Full Gospel

Churches v. England, 454 F.3d 290, 297 (D.C. Cir. 2006).

B. Standing

In this case, we hold that Appellant Somos Un Pueblo

Unido likely has associational standing to bring both the

contrary-to-law and arbitrary-and-capricious claims on behalf

of its members.

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A “plaintiff must have a ‘personal stake’ in [a] case—in

other words, standing”—for federal courts to exercise their

judicial power. Jibril, 20 F.4th at 813 (citation omitted). In

addition, a “plaintiff must demonstrate standing for each claim

that is being pressed.” Id. Standing has “three elements: injury

in fact, causation, and redressability.” Cato Inst. v. Sec. &

Exch. Comm’n, 4 F.4th 91, 94 (D.C. Cir. 2021) (citing Lujan v.

Defs. of Wildlife, 504 U.S. 555, 560-61 (1992)). Appellants

assert associational standing. To support associational

standing, an organization must show “(1) at least one of [its]

members has standing to sue in her or his own right, (2) the

interests [it] seeks to protect are germane to its purpose, and (3)

neither the claim asserted nor the relief requested requires the

participation of an individual member in the lawsuit.” EPIC,

928 F.3d at 101 (citation omitted). Here, the government

“contests only whether the [Appellants’] members have

standing in their own right,” so “[w]e, too, focus our attention

there.” Wash. All. of Tech. Workers v. U.S. Dep’t of Homeland

Sec., 50 F.4th 164, 175 (D.C. Cir. 2022).

At the preliminary injunction stage, all Somos must do is

show that it is “likely to be able to demonstrate standing at the

summary judgment stage.” EPIC, 928 F.3d at 104. For both

claims it advances, Somos clears this bar. At least one Somos

member has “standing to sue in her or his own right.” Id. at

101. Somos’s executive director explained in a declaration that

Somos has members who “work in the United States although

they cannot apply for or receive a Social Security Number.”

J.A. 49. She is aware of specific members who thus file taxes

using a tax identification number. J.A. 50. Some of these

members face “outstanding orders of deportation” and are “in

immediate danger of having information in their tax filings

used against them by immigration enforcement.” J.A. 51. If

IRS shares addresses with ICE pursuant to the MOU, these

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members are at a high risk of being targeted for deportation.

This possibility of future injury is “imminent and substantial,”

so it is likely enough to satisfy the injury requirement. Jibril,

20 F.4th at 814 (citation omitted).

These Somos members are also likely to be able to

establish causation and redressability for both claims. On the

contrary-to-law claim, these members’ substantial risk of

deportation is a direct result of IRS’s interpretation of

§ 6103(i)(2) to authorize disclosure of their addresses to ICE.

Barring IRS from sharing addresses “will likely alleviate” the

substantial risk of targeting and deportation, because ICE may

no longer have access to these Somos members’ locations. Doc

Soc’y v. Rubio, 141 F.4th 1273, 1277 (D.C. Cir. 2025) (citation

omitted). As to the arbitrary-and-capricious claim, “[t]he

question is not whether [IRS’s interpretation of § 6103(i)(2)]

caused [these Somos members’ injury,] but whether the change

from the [previous IRS interpretation to the current

interpretation] caused [the injury].” Transp. Workers Union of

Am. v. Transp. Sec. Admin., 492 F.3d 471, 477 (D.C. Cir.

2007). Under IRS’s earlier interpretation, these Somos

members would not be at the same risk of deportation.

The government’s primary objection to standing is that

Somos has not identified any specific members. It is true that,

at the merits stage, “when a petitioner claims associational

standing, it is not enough to aver that unidentified members

have been injured.” Hearth, Patio & Barbecue Ass’n v. EPA,

11 F.4th 791, 803 (D.C. Cir. 2021) (cleaned up). But this is not

the merits stage. As we have explained, the question on a

motion for a preliminary injunction is whether Somos is likely

to be able to establish standing later in the case. Somos has

provided detailed information about multiple members who

would have standing to sue, which is enough at this early

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juncture.

Neither the second nor third prongs of the associational

standing test are disputed. Nor could they be. Somos’s interest

in protecting its members from deportation is central to its

mission of “serv[ing] working communities . . . through

education and legal support” and “grow[ing] opportunities for

its members.” J.A. 49. And nothing about either the contrary-

to-law or arbitrary-and-capricious claim turns on the particular

factual circumstances of any specific taxpayer.

Again, all Appellants need to show at this point is a

“substantial likelihood of standing.” Food & Water Watch, Inc.

v. Vilsack, 808 F.3d 905, 913 (D.C. Cir. 2015) (internal

quotations omitted). Somos has done so here. And because

Somos has standing, “we need not consider the standing of the

other [Appellants].” Hardaway v. D.C. Hous. Auth., 843 F.3d

973, 979 (D.C. Cir. 2016) (citation omitted).

C. No Likelihood of Success on the Contrary-to-Law

Claim

The plain language of 26 U.S.C. § 6103(i)(2) defeats

Appellants’ first claim, i.e., that IRS’s agreement to provide

taxpayer addresses pursuant to the MOU runs afoul of

§ 6103(i)(2). In fact, § 6103(i)(2) expressly authorizes

disclosure of address information upon receipt of a valid

request. Appellants agree that IRS can share addresses along

with other information and argue only that IRS cannot disclose

address information on its own. There is no such limitation in

the statute. Appellants are thus unlikely to succeed on their

contrary-to-law challenge to the MOU.

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1. The Text of § 6103(i)(2) Does Not Support

Appellants’ Position

Appellants’ first claim involves a straightforward question

of statutory interpretation. This court has an obligation to

“exercise [its] own ‘independent judgment’ . . . ‘to determine

the best reading of [a] statute’” separate from existing agency

interpretations. Cboe Glob. Mkts., Inc. v. Sec. & Exch.

Comm’n, 155 F.4th 704, 713 (D.C. Cir. 2025) (quoting Loper

Bright, 603 U.S. at 373, 412). In fulfilling this duty, “we begin

with the text.” Gentiva Health Servs. v. Becerra, 31 F.4th 766,

775 (D.C. Cir. 2022) (citation omitted). “And in construing the

text, we look to the ordinary meaning of its key terms.” Pac.

Gas & Elec. Co. v. FERC, 113 F.4th 943, 948 (D.C. Cir. 2024)

(cleaned up).

Here, the relevant statutory text is crystal clear. Upon

receipt of a complete request from the proper party,

§ 6103(i)(2) authorizes IRS to disclose “return information

other than taxpayer return information.” 26 U.S.C.

§ 6103(i)(2). Whether addresses may be disclosed depends on

whether they are considered “taxpayer return information.”

Addresses may only be disclosed if they are not “taxpayer

return information,” and § 6103(i)(2)(C) specifically confirms

that they are not. It states: “[f]or purposes of this paragraph, a

taxpayer’s identity shall not be treated as taxpayer return

information.” Under § 6103(b)(6), a taxpayer’s identity

includes a taxpayer’s “mailing address.” So taxpayer address

information, as a form of taxpayer identity information

pursuant to § 6103(b)(6), is not considered taxpayer return

information under § 6103(i)(2)(C). Addresses are non-

taxpayer return information and can thus be disclosed under

§ 6103(i)(2). There are no special limitations on IRS’s

handling of addresses, nor does § 6103(i)(2) distinguish

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between addresses and other non-taxpayer return information.

When “the statute’s language is plain, the sole function of the

courts is to enforce it according to its terms.” Air Line Pilots

Ass’n, Int’l v. Chao, 889 F.3d 785, 791 (D.C. Cir. 2018)

(cleaned up).

We emphasize, however, that § 6103(i)(2) does not

contemplate or authorize freewheeling disclosure of sensitive

information. It imposes specific requirements for requesting

information from IRS, strictly delineating who can make a

request, how, and why. A valid request for return information,

including addresses, must come from the head of a federal

agency, an agency inspector general, or listed Department of

Justice officials. 26 U.S.C. § 6103(i)(2)(A). The information

may only be disclosed to government “officers and employees”

who are “personally and directly engaged” in preparing for a

court or administrative proceeding, in an investigation that may

result in such a proceeding, or in a grand jury proceeding. Id.

§ 6103(i)(2)(A)(i)-(iii). The proceeding in question must be

related to enforcement of a nontax federal criminal statute. Id.

(referring also to § 6103(i)(1)(A)(i)-(iii)). And the official must

submit a request, in writing, that provides IRS with the

taxpayer’s name and address, the relevant taxable periods, the

nontax federal criminal statute at issue, and the “specific reason

or reasons why such disclosure is, or may be, relevant.” Id. §

6103(i)(2)(B). Only if every requirement is satisfied “shall”

IRS disclose return information, including address

information. Id. § 6103(i)(2)(A). Section 6103(i)(2) authorizes

disclosure of addresses subject to these limitations and

conditional on receipt of a valid request.

20

2. The Court Has No Justification for Departing

from the Plain Text of the Statute

Section 6103(i)(2)’s text unambiguously authorizes IRS to

disclose taxpayer address information when certain

requirements are met. This “statutory text alone is enough to

resolve this case.” Pereira v. Sessions, 585 U.S. 198, 209

(2018). Appellants urge us to depart from the text of the statute.

We decline the invitation because we find no merit in their

arguments.

First, § 6103(i)(2) states simply that an official must

provide “the name and address of the taxpayer with respect to

whom the requested return information relates” as part of a

written request. 26 U.S.C. § 6103(i)(2)(B)(i). It does not say

“name and current address.” When a “statutory text is silent,”

we do not “read into statutes words that aren’t there” to impose

additional requirements or qualifications that Congress

declined to enact. United States v. Neely, 124 F.4th 937, 943

(D.C. Cir. 2024) (citation omitted). Contrary to Appellants’

contention that an official must furnish a taxpayer’s current

address to make a valid request for information from IRS,

§ 6103(i)(2) does not specify what address must be included in

a written request.

We also reject Appellants’ suggestion that allowing

disclosure of addresses is absurd because the requestor must

already have the address to make a request. Section 6103(i)(2)

allows agencies to submit a taxpayer’s name and address and

request the taxpayer’s current mailing address in return. These

submitted and requested addresses may be the same, which

could be useful in confirming information the requestor already

has, but they may also be different, which could be useful in

giving the requestor new information. Congress did not add

21

additional requirements, and we will not write any in.

To be clear, not any random address will suffice. The

address provided must still be an address known by the

requesting agency to be that “of the taxpayer.” 26 U.S.C.

§ 6103(i)(2)(B)(i). In that regard, the government represented

in its brief that the statute requires the requesting agency to

make a good-faith effort to provide the last-known address

reflected in its files for the specific individual whose tax

information is requested. See Br. for Appellees 38. The

government further represented at oral argument that IRS

would not respond to a request unless the name and address of

the taxpayer was provided. See Oral Arg. 59:10-59:26.

Recently, government counsel advised that IRS, in fact, had not

been acting consistently with those representations. See

Appellees’ Supplemental Letter (Feb. 11, 2026); Declaration

of Dottie A. Romo at 5-6, Ctr. for Taxpayer Rights, No. 25-

0457 (Feb. 11, 2026), Dkt. No. 66-1 (IRS admission that it has

disclosed information in response to some requests without

valid addresses). Because Centro has brought only a facial

challenge to the information-sharing agreements that turns on

the plain meaning of statutory text, such compliance issues are

not before this court in this case. But we expect that, going

forward, IRS will adhere to the representations made before

this court regarding the address requirement.

Second, § 6103(i)(2) permits disclosure of address

information without a court order. In fact, a court order is not

mentioned in the provision. Appellants’ insistence that a court

order is required thus has no support in the statute. Tellingly, a

court order is required for other exceptions to the general rule

of confidentiality. In § 6103(i)(1), for example, a court order is

required to obtain return information, including taxpayer return

information, for use in a criminal investigation. 26 U.S.C.

22

§ 6103(i)(1)(A)-(B). And in § 6103(i)(5), a court order is

required to obtain return information, again including taxpayer

return information, to locate fugitives from justice. Id.

§ 6103(i)(5)(A)-(B). Crucially, both provisions authorize

much broader disclosure than § 6103(i)(2) because they allow

IRS to share taxpayer return information. Recall that disclosure

of taxpayer return information is prohibited under § 6103(i)(2).

Both § 6103(i)(1) and (5) also explain in detail who an

order must issue from (a federal district court judge or

magistrate judge), how the order may be granted (ex parte),

who may apply for such an order (a list of federal prosecutors),

and upon what grounds a judge may grant the application. See

id. § 6103(i)(1)(A)-(B); (5)(A)-(B). Section 6103(i)(2) has

none of these requirements, and “[w]e do not lightly assume

that Congress has omitted from its adopted text requirements

that it nonetheless intends to apply.” Chao v. Day, 436 F.3d

234, 236 (D.C. Cir. 2006) (alteration in original) (quoting Jama

v. Immigr. & Customs Enf’t, 543 U.S. 335, 341 (2005)). “[O]ur

reluctance is even greater when,” as is the case here, “Congress

has shown elsewhere in the same statute that it knows how to

make such a requirement manifest.” Id. (quoting Jama, 543

U.S. at 341). We will not impose a court order requirement

onto § 6103(i)(2) when Congress contemplated such a

requirement, adopted it for other types of disclosure, and chose

not to include it in § 6103(i)(2).

Appellants argue that allowing disclosure of addresses

under § 6103(i)(2) somehow “circumvent[s]” Congress’s

requirement that taxpayer return information only be disclosed

pursuant to a court order. Br. of Appellants 37. It does not,

because as we have already explained, Congress made a

specific decision not to consider addresses “taxpayer return

information” when used in connection with enforcement of a

23

nontax federal criminal statute. See 26 U.S.C. § 6103(i)(2)(C)

(“For purposes of this paragraph, a taxpayer’s identity

[including address] shall not be treated as taxpayer return

information.”). So while § 6103(i)(1) and (5) require a court

order to obtain taxpayer return information, § 6103(i)(2)(C)

makes clear that addresses are not taxpayer return information

for nontax federal criminal enforcement purposes.

Appellants’ insistence that a court order is required also

leads them to § 6103(i)(4), which governs “[u]se of . . .

disclosed returns and return information in judicial or

administrative proceedings.” Section 6103(i)(4) requires a

court order or finding to use information obtained under some

exceptions to the general rule of confidentiality, but it allows

“return information (other than taxpayer return information)

obtained under” § 6103(i)(2) to be used in court without a court

order or finding. Id. § 6103(i)(4)(B). Appellants say that, if

address information could be disclosed under § 6103(i)(2), as

the text clearly states, it could not be used in court because of

§ 6103(i)(4). “There is no sensible reason why Congress would

have created such a[] scheme,” Appellants argue. Br. of

Appellants 36-37. But a sensible reason seems evident to us.

Address information could well be useful in investigating a

crime or preparing for a court or grand jury proceeding without

actually being used in court. So, as with § 6103(i)(1) and (5),

§ 6103(i)(4)’s requirement of a court order for disclosure of

taxpayer return information in court does not render the plain

meaning of § 6103(i)(2) absurd.

Third, Appellants urge us to look to legislative history that

supports their position. Our simple response is that we do not

employ “legislative history to cloud a statutory text that is

clear,” as § 6103(i)(2) is. Am. Fuel & Petrochemical Mfrs. v.

EPA, 3 F.4th 373, 383 (D.C. Cir. 2021) (citation omitted). And

24

even if we could consider legislative history, it is inconclusive

as to whether addresses may be disclosed under § 6103(i)(2).

We first consider the legislative history Appellants rely on,

which does not decisively support their view. For example,

Senate Report 95-745, published two years after the Tax

Reform Act was first enacted, comments on the 1978 addition

of § 6103(i)(2)(C), which now states that a “taxpayer’s identity

shall not be treated as taxpayer return information” for

purposes of § 6103(i)(2). The report explains that, prior to the

addition of § 6103(i)(2)(C), there was confusion about whether

IRS could provide a taxpayer’s name and address along with

requested information to help identify the information to the

requesting official, as it was “necessary, of course,” to do. S.

REP. NO. 95-745, at 61 (1978). With § 6103(i)(2)(C), the report

clarified, it would be clear that IRS could “transmit . . . the

name and address of a taxpayer along with return information

. . . pertaining to, but not furnished by or on behalf of, the

taxpayer.” Id. at 63. But while this indicates that IRS is

permitted to share addresses when necessary to identify a

taxpayer whose other information is relevant to a nontax

criminal investigation, it says nothing about whether IRS can

disclose an address on its own when the address itself is

relevant to the investigation.

Appellants also rely on a 1982 House conference report,

which says: “It is intended that taxpayer identity information

be treated as taxpayer return information unless return

information (other than taxpayer identity information) is

requested and disclosed.” H. REP. NO. 97-760, at 674 (1982)

(Conf. Rep.). While we acknowledge this language about the

conference committee’s “intended” meaning, it is not sufficient

to override the same Congress’s adoption of unambiguous

statutory text that says the contrary.

25

The legislative history is further clouded by the

government’s identification of a 1981 Senate report that stated:

“The acquisition of current addresses from IRS files [to locate

individuals in violation of the Military Selective Service Act]

is currently authorized by . . . 6103(i)(2).” Br. for Appellees 45

(alterations in original) (quoting S. REP. NO. 97-58, at 150

(1981)). This suggests at least some members of Congress

understood § 6103(i)(2) to allow disclosure of addresses alone

for enforcement of nontax federal laws. To be sure, this report

was written by the Armed Services Committee, which was not

responsible for the Act. But it further suggests that the

legislative history in this case is murky at best. Such

“inconclusive” and “inconsistent history certainly cannot

override plain language” such as that in § 6103(i)(2), Qi-Zhuo

v. Meissner, 70 F.3d 136, 140 (D.C. Cir. 1995), even if this

court were to consider legislative history at all. And again, “[i]f

[the] statutory language is clear[,] it is both unnecessary and

inappropriate to track legislative history.” Grant Thornton,

LLP v. Off. of Comptroller of the Currency, 514 F.3d 1328,

1334 (D.C. Cir. 2008) (citation omitted).

Appellants also suggest that IRS’s previous interpretations

of § 6103(i)(2) are relevant history that should inform our

interpretation. But we are obligated to “construe statutes de

novo, without deference to the views of agencies entrusted to

administer the statutes.” U.S. Sugar Corp. v. EPA, 113 F.4th

984, 991 n.7 (D.C. Cir. 2024); see also Loper Bright, 603 U.S.

at 392 (“[A]gency interpretations of statutes—like agency

interpretations of the Constitution—are not entitled to

deference.”). While agency interpretations may have

“persuasive value,” Lissack v. Comm’r of Internal Revenue,

125 F.4th 245, 259 (D.C. Cir. 2025), we retain a duty to

“independently interpret the statute.” Jazz Pharms., Inc. v.

Kennedy, 141 F.4th 254, 266 (D.C. Cir. 2025). We must “begin

26

with the plain text” even if an agency has previously

interpreted the statute. Am. Gas Ass’n v. U.S. Dep’t of Energy,

157 F.4th 476, 487 (D.C. Cir. 2025). What is telling here is that

the text of the statute unambiguously authorizes address

disclosure.

Even if the text was not as clear as it is, Appellants’ relied-

upon IRS statements have limited persuasive value. Appellants

identify two official IRS publications that they say support

their interpretation of § 6103(i)(2). The first, IRS Publication

4639, states that it was “prepared for reference purposes only”

and “may not be used or cited as authority for setting or

sustaining a legal position.” IRS PUB. 4639 at iii. Of the second,

the Internal Revenue Manual, “[i]t is well-settled” in this

circuit that its provisions “are directory rather than mandatory,

are not codified regulations, and clearly do not have the force

and effect of law.” Elec. Privacy Info. Ctr. v. Internal Revenue

Serv., 910 F.3d 1232, 1244-45 (D.C. Cir. 2018) (citation

omitted).

The internal memoranda that Appellants highlight are also

unhelpful. As the government points out, each memorandum

actually expresses some ambivalence about how § 6103(i)(2)

applies to addresses. See J.A. 80 (recommending “a thorough

review of the legal and policy issues presented”); J.A. 83

(“[S]upport can be found to justify such disclosures . . . .”); J.A.

84 (“I have been advised that such an interpretation has, in fact,

been adopted . . . so as to permit the disclosure of address

information . . . .”); J.A. 85 (“[E]ither interpretation can be

supported . . . .”); J.A. 88 (“[T]here is no easy, clear-cut answer

to the question . . . .”); J.A. 94 (“[T]he legislative history

contains some support for disclosure . . . .”).

Appellants strain to depict the interpretation of

27

§ 6103(i)(2) as a complicated question when, ultimately, it is a

simple one. Section 6103(i)(2) allows IRS to disclose return

information other than taxpayer return information in response

to a valid agency request. Section 6103(i)(2)(C) specifically

states that addresses are not subject to the protections for

taxpayer return information when sought for use in a nontax

federal criminal investigation. Addresses may be disclosed if

IRS determines that an agency has made a proper request that

complies with § 6103(i)(2)’s other requirements. So Appellants

are unlikely to succeed in arguing that the government acted

contrary to law when it agreed, in the MOU, to share addresses

if ICE properly requested that information.

D. No Likelihood of Success on the Arbitrary-and-

Capricious Claim

Appellants also argue that IRS entered into the MOU

arbitrarily and capriciously by changing its interpretation of

§ 6103(i)(2) without explanation. While Appellants bring this

as a separate claim, they assert that, in practical terms, it rises

and falls with their contrary-to-law claim. This is so because

Appellants readily concede that “if th[is] [c]ourt agrees with

the government[’s]” interpretation of § 6103(i)(2), “then

remand to the IRS for a reasoned explanation would be a

‘useless formality.’” Appellants’ Reply Br. 15 (citation

omitted). Appellants thus appear to withdraw their arbitrary-

and-capricious claim if they cannot make out a contrary-to-law

claim, as we have just explained is likely.

Even if Appellants had not effectively conceded their

arbitrary-and-capricious claim, they are unlikely to succeed on

the merits for two reasons. First, the MOU is not a final agency

action subject to APA review. Second, as noted above, if the

court finds that the statute does not support Appellants’

28

position, then no agency action can countermand the court’s

judgment.

1. The MOU is Not a Reviewable Agency Action

The APA authorizes courts to review only “final agency

action[s].” 5 U.S.C. § 704. This requirement is not

jurisdictional. See Flytenow, Inc. v. FAA, 808 F.3d 882, 888

(D.C. Cir. 2015) (“[I]t is ‘now firmly established’ that finality

under the APA is non-jurisdictional.” (citation omitted)).

Below, the District Court explained that Appellants’ arbitrary-

and-capricious claim failed because they “ha[d] not established

that the [MOU] constitutes a reviewable change in agency

action under the APA.” Centro de Trabajadores Unidos, 2025

WL 1380420, at *8. As a threshold matter, Appellants did not

challenge this determination until they replied. This was too

late. See Fore River Residents Against the Compressor Station

v. FERC, 77 F.4th 882, 889 (D.C. Cir. 2023) (“Arguments

raised for the first time in a reply brief are forfeited.”).

Even if Appellants had properly raised their challenge, the

District Court correctly rejected it. To be final and thus

reviewable, an agency action must (1) “mark the

‘consummation’ of the agency’s decisionmaking process” and

(2) “determine ‘rights or obligations,’ or produce ‘legal

consequences.’” Ass’n of Flight Attendants-CWA v. Huerta,

785 F.3d 710, 713 (D.C. Cir. 2015) (quoting Bennett v. Spear,

520 U.S. 154, 177-78 (1997)). “Each prong of Bennett ‘must

be satisfied independently for agency action to be final[.]’”

Sierra Club v. EPA, 955 F.3d 56, 61 (D.C. Cir. 2020)

(alteration in original) (citation omitted).

Even in reply, Appellants agree that the MOU is a policy

statement, see Appellants’ Reply Br. at 12-13 (arguing that the

29

finality rules for “general statement[s] of policy” are the rules

“relevant here”), and policy statements “generally do not

qualify” for judicial review. Am. Tort Reform Ass’n v.

Occupational Safety & Health Admin., 738 F.3d 387, 395

(D.C. Cir. 2013). However, we understand that a policy

statement can be final under certain circumstances. When

evaluating a policy statement’s finality, we consider multiple

factors, including “(1) the actual legal effect (or lack thereof)

of the agency action in question on regulated entities; (2) the

agency’s characterization of the guidance; and (3) whether the

agency has applied the guidance as if it were binding on

regulated parties.” Sierra Club, 955 F.3d at 63 (cleaned up)

(quoting Nat’l Mining Ass’n v. McCarthy, 758 F.3d 243, 253

(D.C. Cir. 2014)). Most relevant here, we have held that “[a]n

agency action does not impose binding duties – and therefore

causes no ‘legal consequences’ – when it ‘merely clarifies . . .

existing duties’ under a statute.” Del. Valley Reg’l Ctr., LLC v.

U.S. Dep’t of Homeland Sec., 106 F.4th 1195, 1204 (D.C. Cir.

2024) (quoting Catawba County v. EPA, 571 F.3d 20, 34 (D.C.

Cir. 2009) (per curiam)).

Applying this caselaw, we find that the MOU is a

nonbinding, nonfinal policy statement that is not reviewable

under the APA. The MOU was not the product of notice-and-

comment rulemaking, IRS has never characterized it as a

“rule,” and neither party has argued that IRS relies on the MOU

to justify its actions. The MOU merely outlines the process

through which ICE can request addresses from IRS. In its own

words, it “set[s] forth the procedures, processes, and

safeguards to be followed upon the receipt of a request for the

disclosure of information subject to [§ 6103(i)(2)].” J.A. 114.

Like the agency statements in Delaware Valley Regional

Center, the MOU merely “explain[s] how [IRS] w[ill]

administer” a process established by statute and “ma[k]e[s]

30

explicit . . . existing requirement[s].” 106 F.4th at 1204. These

requirements are “[c]onsistent with what is plainly

contemplated” by § 6103(i)(2) – in fact, they are taken almost

word-for-word from § 6103(i)(2) – and thus simply “clarify

existing duties and do not constitute final agency action.” Id. at

1205 (cleaned up); see also Catawba Cnty., 571 F.3d at 34

(holding that an agency memorandum that “explain[ed] the

process [the] EPA suggests for states to follow” and “merely

reiterate[d] the statutory requirements” was nonbinding and

not final).

Appellants argue for the first time in their Reply Brief that

the MOU binds IRS and has “actual legal effect.” Appellants’

Reply Br. 13 (citation omitted). In support of this claim,

Appellants point out that, prior to the MOU, IRS “would have

denied a section 6103(i)(2) request from ICE seeking only

taxpayer addresses,” whereas “[u]nder the new policy,” IRS

will now grant such requests. Id. This does not carry the day

because the MOU merely “reflect[s] [IRS’s] views on” what

§ 6103(i)(2) allows it to do. Ctr. for Auto Safety v. Nat’l

Highway Traffic Safety Admin., 452 F.3d 798, 808 (D.C. Cir.

2006). As we explained in Center for Auto Safety, “this does

not change the character of the [agency document] from a

policy statement to a binding rule.” Id. An agency’s statement

that “merely expresses its view of what the law requires” is not

final, and not reviewable. Id. (quoting Indep. Equip. Dealers

Ass’n v. EPA, 372 F.3d 420, 427 (D.C. Cir. 2004)). And, as we

have already explained, the MOU exhibits none of the

hallmarks of finality. Instead, it “merely clarifies” IRS’s

“‘existing duties’ under a statute” and is thus a nonbinding,

nonfinal agency action. Del. Valley Reg’l Ctr., 106 F.4th at

1204 (citation omitted).

31

2. Appellants’ Change-of-Position Challenge Is

Not Viable Under Loper Bright and Its Progeny

Appellants are also unlikely to succeed on their arbitrary-

and-capricious claim because, as they concede, remanding to

IRS for further explanation would be a “useless formality”

given our judgment that 26 U.S.C. § 6103(i)(2) does not

support their position. Appellants’ Reply Br. 15 (citation

omitted). In a case like this, where there is no suggestion that

the contested statutory provision “delegates discretionary

authority” to the agency, Loper Bright, 603 U.S. at 395, the

court engages in de novo review to determine the meaning of

the statute. Once the court determines the meaning of

§ 6103(i)(2), there is no reason to seek an agency’s explanation

as to why it may have changed its view on the meaning of the

statute. The court’s judgment is the final word.

Prior to the Supreme Court’s decision in Loper Bright,

parties could challenge an agency’s interpretation of its

statutory authority. See Chevron U.S.A., Inc. v. Nat. Res. Def.

Council, Inc., 467 U.S. 837 (1984). Under Step One of the

Chevron doctrine, “[t]he judiciary [was] the final authority on

issues of statutory construction and [rejected] administrative

constructions which [were] contrary to clear congressional

intent.” Id. at 843 n.9. However, at Chevron Step Two, “if the

statute [was] silent or ambiguous with respect to the specific

issue, the question for the court [was] whether the agency’s

answer [was] based on a permissible construction of the

statute.” Id. at 843. “If Congress [had] explicitly left a gap for

the agency to fill, there [was] an express delegation of authority

to the agency to elucidate a specific provision of the statute by

regulation.” Id. at 843-44. “Such legislative regulations [were]

given controlling weight unless they [were] arbitrary,

capricious, or manifestly contrary to the statute.” Id. at 844.

32

“Sometimes the legislative delegation to an agency on a

particular question [was seen to be] implicit rather than

explicit.” Id. “In such a case, a court [could] not substitute its

own construction of a statutory provision for a reasonable

interpretation made by the administrator of an agency.” Id.

In the past, in a case like this one, in which the contested

statute has a plain and clear meaning, the case would be

resolved at Chevron Step One. However, “if the statute [was]

silent or ambiguous with respect to the specific issue, the

question for the court [was] whether the agency’s answer [was]

based on a permissible construction of the statute.” Id. at 843.

Chevron made it clear that “[t]he power of an administrative

agency to administer a congressionally created program

necessarily require[d] the formulation of policy and the making

of rules to fill any gap left, implicitly or explicitly, by

Congress.” Id. (cleaned up). And “legislative regulations

[adopted by agencies were] given controlling weight unless

they [were] arbitrary, capricious, or manifestly contrary to the

statute.” Id. at 844. A challenge to an agency’s change of

position was one type of arbitrary-and-capricious claim at

Chevron Step Two. See Physicians for Soc. Resp. v. Wheeler,

956 F.3d 634, 646 (D.C. Cir. 2020) (“[T]he rule that an agency

must display awareness that it is changing position is simply a

species of the more general requirement . . . that an agency

provide a reasoned explanation for its action.” (cleaned up)).

The change-of-position challenge to agency statutory

interpretation was rooted in Chevron’s view that “[t]here

[were] often multiple reasonable interpretations of a statute,”

and in Chevron’s requirement that courts “defer to the agency’s

selection” among them. Nat’l Treasury Emps. Union v. Fed.

Lab. Rels. Auth., 754 F.3d 1031, 1044 n.7 (D.C. Cir. 2014).

Chevron itself was about an agency (the EPA) that “ha[d] from

33

time to time changed its interpretation.” 467 U.S. at 863. The

Supreme Court explained that agency interpretations occurred

“not in a sterile textual vacuum,” but rather were informed by

the agency’s experience “in a technical and complex arena.”

Id.; see also Nat’l Cable & Telecomms. Ass’n v. Brand X

Internet Servs., 545 U.S. 967, 981 (2005) (“[T]he agency must

consider varying interpretations . . . on a continuing basis, for

example, in response to changed factual circumstances, or a

change in administrations.” (cleaned up)). An agency could

move from one permissible interpretation to another, but it had

to “provide a ‘reasoned analysis’ supporting its decision to

revise its interpretation.” Ala. Educ. Ass’n v. Chao, 455 F.3d

386, 392 (D.C. Cir. 2006) (quoting Motor Vehicle Mfrs. Ass’n

v. State Farm Mut. Auto. Ins. Co., 463 U.S. 29, 57 (1983)); see

also FCC v. Fox Television Stations, Inc., 556 U.S. 502, 515

(2009) (agencies must “demonstrate . . . that the new policy is

permissible under the statute” and that “there are good reasons

for it”). If it offered no “reasoned analysis,” a reviewing court

could reverse, if the agency’s interpretation was “manifestly

contrary to the statute,” Chevron, 467 U.S. at 844; see also Nat.

Res. Def. Council v. Thomas, 805 F.2d 410, 420 (D.C. Cir.

1986), or it could remand the case, instructing the agency to

explain why its expertise and understanding of the facts had

caused it to move from one permissible interpretation to

another, see, e.g., Ala. Educ. Ass’n, 455 F.3d at 397.

As applied to agency changes in the interpretation of

statutory text, Loper Bright upended this foundation for

change-of-position challenges. The Court clarified that

“agencies have no special competence in resolving statutory

ambiguities.” Loper Bright, 603 U.S. at 400-01. “In an agency

case as in any other,” the Court explained, “there is a best

reading” of the statute, and it “makes no sense to speak of a

‘permissible’ interpretation that is not the one the court . . .

34

concludes is best.” Id. at 400. This completely altered

Chevron’s two-step process for reviewing agency

interpretations of statutes. The focus in Loper Bright is on the

best reading of a statute, and determining the best reading is a

role that is reserved for the courts.

Although Loper Bright overruled Chevron, it did not

wholly reject agency expertise or authority. Loper Bright

makes it clear that, in some cases, a “statute’s meaning [is] that

the agency is authorized to exercise a degree of discretion.” Id.

at 394. The role of courts is then to “recognize constitutional

delegations, fix the boundaries of the delegated authority, and

ensure the agency has engaged in reasoned decisionmaking

within those boundaries.” Id. at 395 (cleaned up). But this is

not one of those cases, in which the question is whether the

agency has reasonably exercised its discretion, nor does either

side suggest that it is. Instead, all parties agree that this case

turns on whether 26 U.S.C. § 6103(i)(2) requires IRS to act as

it agreed to in the MOU. Again, to answer this question,

“agencies have no special competence.” Id. at 400-01.

In sum, we agree with what Appellants have essentially

conceded – i.e., that there is no merit to its claim that IRS’s

endorsement of the MOU should be viewed as arbitrary and

capricious and a violation of the APA because the agency

changed its position without ample explanation. No

explanation could justify or make lawful the agency’s new

interpretation of the statute. The agency must act pursuant to

the court’s best reading of the statute. As the District Court

pointed out, § 6103(i)(2) requires IRS to disclose address

information in response to a valid request regardless of what

happens to the MOU. See Centro de Trabajadores, 2025 WL

1380420, at *7-8. So, yes, as Appellants acknowledge, remand

would be a “useless formality.” Appellants’ Reply Br. 15

35

(citation omitted).

III. CONCLUSION

For the reasons explained above, Appellants are unlikely

to succeed on the merits of either the contrary-to-law or

arbitrary-and-capricious claim, so there is “no need [for us] to

address the other preliminary injunction factors.” Apotex, Inc.

v. FDA, 449 F.3d 1249, 1253 (D.C. Cir. 2006). We also decline

to reach the government’s alternate arguments against issuance

of a preliminary injunction, none of which are jurisdictional.

The District Court properly denied Appellants’ motion for a

preliminary injunction.

For the reasons stated above, the judgment of the District

Court is affirmed.

So ordered.