# MOAC Mall Holdings v. Transform Holdco

Note: Where it is feasible, a syllabus (headnote) will be released, as is being done in connection with this case, at the time the opinion is issued. The syllabus constitutes no part of the opinion of the Court but has been prepared by the Reporter of Decisions for the convenience of the reader. See United States v. Detroit Timber & Lumber Co., 200 U. S. 321, 337.
SUPREME COURT OF THE UNITED STATES
Syllabus
MOAC MALL HOLDINGS LLC v. TRANSFORM HOLDCO LLC ET AL. CERTIORARI TO THE UNITED STATES COURT OF APPEALS FOR THE SECOND CIRCUIT No. 21–1270. Argued December 5, 2022—Decided April 19, 2023
Held: Section 363(m) is not a jurisdictional provision. Pp. 5–15.
(a) This case is not moot. Transform argues that this case is moot because MOAC’s ultimate relief hinges on the Bankruptcy Court’s ability to reconstitute the Mall of America lease as property of the estate, and no legal vehicle remains available for undoing the lease transfer under the Code or otherwise. A case remains live “[a]s long as the parties have a concrete interest, however small, in the outcome of the litigation,” and it “ ‘becomes moot only when it is impossible for a court to grant any effectual relief whatever to the prevailing party.’ ” Chafin v. Chafin, 568 U. S. 165, 172. As in Chafin, MOAC simply seeks “typical appellate relief,” id., at 173, and it cannot be said that the parties have “no ‘concrete interest,’ ” id., at 176, in whether MOAC obtains that relief. Transform’s response—which MOAC vigorously disputes—is that any ultimate vacatur of the Assignment Order will not matter irrespective of the Court’s answer to the question presented. This kind of argument is foreclosed by Chafin. This Court declines to act as a court of “first view” to determine if Transform is correct that no relief remains legally available. Zivotofsky v. Clinton, 566 U. S. 189, 201. Pp. 5–6.
(b) Section 363(m) is not a jurisdictional provision under this Court’s clear-statement precedents. Pp. 7–15.
(2) The Court identifies nothing in §363(m)’s limits that purports to “gover[n] a court’s adjudicatory capacity.” Henderson, 562 U. S., at 435. The text does not address a court’s authority or refer to the jurisdiction of district courts. Instead, the provision takes as a given the exercise of judicial power over any “authorization under subsection (b)” and explicitly contemplates that appellate courts might “revers[e] or modif[y]” any covered authorization, even though a reversal or modification of a covered authorization may not “affect the validity of a sale or lease under such authorization” to a good-faith purchaser or lessee under certain prescribed circumstances. This is not the stuff of which clear statements are made. Rather, this Court has treated similar statutory caveats as “significan[t] evidence of nonjurisdictional status.” Reed Elsevier, 559 U. S., at 165. Given §363(m)’s clear expectation that courts will exercise jurisdiction over any covered authorization, its text can be read as merely cloaking certain good-faith purchasers or lessees with a targeted protection of their newly acquired property interest, applicable even when an appellate court properly exercises jurisdiction. See Scarborough v. Principi, 541 U. S. 401, 414. Section 363(m) reads like a “statutory limitation,” Arbaugh v. Y & H Corp., 546 U. S. 500, 516, that is tied in some instances to the need for a party to take “certain procedural steps at certain specified times,” Henderson, 562 U. S., at 435.
Statutory context further clinches the case. Section 363(m) is separated from the Code provisions that recognize federal courts’ jurisdiction over bankruptcy matters, 28 U. S. C. §§1334(a)–(b), (e). And unlike other Code provisions, see §305(c), §363(m) contains no “clear tie” to the Code’s plainly jurisdictional provisions, Boechler, 596 U. S., at ___. That §363(m) issues directions does not suffice to make it jurisdictional, as the Court routinely holds statutory commands nonjurisdictional notwithstanding emphatic directives. Pp. 9–11.
Vacated and remanded.
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