Centro De Trabajadores Unidos v. Scott Bessent, in His Capacity As Secretary of the Treasury

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.

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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

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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.

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§ 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

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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

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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.

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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

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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

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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’

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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

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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]

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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).

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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.

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“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

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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 . . .

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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

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(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.

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