Trent Cotney, Partner, Adams & Reese, LLP and FRSA General Counsel - April 2026
The recent judicial curtailment of tariff actions issued under the International Emergency Economic Powers Act (IEEPA) has created a temporary sense of relief across segments of the construction supply chain. For roofing contractors in Florida, however, relief should not be mistaken for stability. The legal landscape surrounding executive trade authority remains fluid and the removal or suspension of tariffs under one mechanism does not eliminate the possibility of new or restructured trade actions under another. In this environment, uncertainty remains the defining feature of material pricing.
Over the past several years, roofing contractors have navigated unprecedented volatility in steel, aluminum, fasteners, insulation components, adhesives and imported accessories. Many of these fluctuations were tied directly or indirectly to federal tariff policy. When IEEPA-based tariffs are reduced or invalidated, suppliers may adjust pricing downward. Yet just as quickly, alternative trade authorities such as Section 232 of the Trade Expansion Act, Section 301 of the Trade Act of 1974 or traditional anti-dumping and countervailing duty proceedings can be deployed to reimpose cost pressures. The result is not a linear pricing trend but a cycle of acceleration, retrenchment and renewed escalation.
For contractors operating in a competitive bid environment, especially in Florida’s private and public markets, the risk is not merely margin compression. It is contractual exposure. A fixed-price contract executed in a temporary lull may become unprofitable overnight if new tariffs are imposed or supply chain disruptions re-emerge. Courts will enforce what the
contract says, not what market conditions later justify. Absent a well-drafted price escalation or price acceleration provision, the contractor absorbs the risk.
Many roofing contracts still rely on generic force majeure language, which is typically insufficient. A force majeure clause is a contract provision that excuses or delays performance when unforeseen events beyond the parties’ control prevent a party from fulfilling its contractual obligations such as war and natural disasters. Force majeure clauses are traditionally interpreted narrowly and often require impossibility, not increased cost. A tariff-driven material spike rarely renders performance impossible; it makes performance more expensive. Without specific language allocating that risk, the contractor bears it.
Florida contractors should therefore consider incorporating a targeted price escalation provision that addresses governmental actions, including tariffs, duties, trade restrictions and import limitations. The provision should also address timing, specifically the period between bid or proposal submission and material procurement. That window is where exposure frequently arises.
A properly structured clause does three things. First, it clearly identifies the triggering events. Second, it establishes a transparent mechanism for calculating the adjustment. Third, it preserves the contractor’s right to suspend or terminate work if the parties cannot agree on a price modification.
In the past, I have provided a more generic price acceleration clause. Below is a more specific version addressing government action and tariffs.
Price Escalation and Governmental Action
Contractor’s pricing is based upon material, equipment, and labor costs in effect as of the date of this Agreement. In the event of any increase in the cost of materials, equipment or components arising from governmental action, including but not limited to the imposition, modification or reinstatement of tariffs, duties, trade restrictions, import limitations or similar regulatory measures occurring after the date of this Agreement, Contractor shall be entitled to an equitable adjustment in the Contract Price. Such adjustment shall be limited to the documented increase in Contractor’s actual cost and shall be supported by supplier invoices or written verification. If the parties are unable to agree upon the amount of such adjustment within a reasonable time, Contractor may suspend performance until the adjustment is resolved without penalty or default.
These provisions promote transparency and allocate risk in a predictable manner when tariffs or other trade measures affect material pricing. By clearly identifying how cost increases will be handled, the contract establishes expectations before a dispute arises. Most owners recognize that international trade policy, customs enforcement and federal tariff decisions fall outside a contractor’s control. When the contract addresses those variables directly, it reduces ambiguity, limits after-the-fact arguments over responsibility and supports a more stable working relationship throughout the project. Public projects present additional complexity. Contractors must review statutory limitations on price adjustments and ensure compliance with public procurement rules. In Florida, change order procedures and notice requirements must be strictly followed. The absence of timely written notice can waive otherwise valid claims. Accordingly, any escalation clause should be harmonized with the contract’s claims procedure.
Equally important is proposal and bid strategy. Contractors should shorten bid validity periods where possible. On commercial projects, a 30-day acceptance window carries less exposure than a 90-day window. In residential, a proposal should not remain open longer than 10 days; otherwise, you are just giving your customer an opportunity to shop your price.
Where suppliers will not lock pricing, contractors should expressly condition their proposals on material price confirmation at the time of award.
The broader lesson from the IEEPA tariff developments is this: federal trade policy can change quickly and sometimes unpredictably. Judicial decisions may invalidate one approach while leaving others available. Contractors should not attempt to predict political outcomes. They should allocate risk contractually.
The roofing industry has demonstrated resilience through hurricanes, labor shortages, pandemic disruptions and regulatory shifts. Tariff volatility is another risk variable. The difference between surviving and thriving in that environment often lies in disciplined contract drafting. Now is the appropriate time for Florida roofing contractors to review their standard contract forms, subcontract templates and proposal terms. FRSA members can access Trent's additional contract language through the "member login" section of FRSA's website.
The information contained in this article is for general educational information only. This information does not constitute legal advice, is not intended to constitute legal advice, nor should it be relied upon as legal advice for your specific factual pattern or situation.
Trent Cotney is a Partner and Construction Team Leader at the law firm of Adams & Reese, LLP and FRSA General Counsel. You can reach him at 866-303-5868 or by email at trent.cotney@arlaw.com.