(Slip Opinion) OCTOBER TERM, 2022 1 

Syllabus 

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 

The question presented—whether 11 U. S. C. §363(m) of the Bankruptcy

Code is jurisdictional—arises in the context of the Chapter 11 bankruptcy of Sears, Roebuck and Co. Sears sold most of its pre-bankruptcy assets to respondent Transform Holdco LLC, including the

right to designate to whom a lease between Sears and petitioner

MOAC Mall Holdings LLC should be assigned. MOAC leases space to 

tenants at the Minnesota Mall of America. The agreement with Transform required Sears to assign the lease to any assignee duly designated 

by Transform. When Transform later designated the Mall of America 

lease for assignment to its wholly owned subsidiary, MOAC filed an

objection with the Bankruptcy Court, arguing that Sears had not

shown “adequate assurance of future performance by the assignee” as 

the Code requires, §365(f )(2)(B). The Bankruptcy Court disagreed 

with MOAC’s adequate-assurance argument and issued an order authorizing the lease assignment (Assignment Order). The Code contemplates that interested parties like MOAC may appeal such an order, 

but the effect of a successful appeal is limited by §363(m), which states

that “[t]he reversal or modification on appeal of an authorization under

[§363(b) or §363(c)] of a sale or lease of property does not affect the

validity of a sale or lease under such authorization to an entity that 

purchased or leased such property in good faith . . . unless such authorization and such sale or lease were stayed pending appeal.” Fearing the implications of §363(m) on an appeal, MOAC sought to stay the 

Assignment Order. The Bankruptcy Court denied the stay, reasoning 

that an appeal of the Assignment Order did not qualify as an appeal of 

an authorization described in §363(m), and emphasizing Transform’s 

explicit representation that it would not invoke §363(m) against 
 

 

2 MOAC MALL HOLDINGS LLC v. TRANSFORM HOLDCO LLC 

Syllabus 

MOAC’s appeal. After the Assignment Order became effective, Sears 

assigned the lease to Transform’s designee, and MOAC appealed the

Assignment Order. The District Court sided with MOAC on the adequate-assurance issue. Transform filed for rehearing, arguing that 

§363(m) deprived the District Court of jurisdiction. The District Court 

determined that Second Circuit precedent bound it to treat §363(m) as

jurisdictional and dismissed the appeal. The Second Circuit affirmed. 

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.

(1) Congressional statutes are replete with “preconditions to relief,” Fort Bend County v. Davis, 587 U. S. ___, ___, such as filing deadlines, see United States v. Kwai Fun Wong, 575 U. S. 402, 410, and 

exhaustion requirements, see Reed Elsevier, Inc. v. Muchnick, 559 

U. S. 154, 157–158, 166, and n. 6. Congress can, if it chooses, make 

compliance with such rules “important and mandatory,” Henderson v. 

Shinseki, 562 U. S. 428, 435, but that does not, in itself, make such 

rules jurisdictional. Because the “jurisdictional” label is consequential

and has sometimes been loosely used by this Court, the Court has endeavored “to bring some discipline” to this area. Ibid. This Court has 

clarified that the jurisdictional label bears “on the power of the court, 

rather than [on] the rights or obligations of the parties.” Reed Elsevier, 

559 U. S., at 161. The Court will only treat a provision as jurisdictional

if Congress “ ‘clearly states’ ” as much. Boechler v. Commissioner, 596 

U. S. ___, ___. This clear-statement rule does not require Congress to 

use “ ‘magic words,’ ” but Congress’s statement must be clear and not 
 

 

 

 

Cite as: 598 U. S. ____ (2023) 3 

Syllabus 

merely “plausible” or “better” than nonjurisdictional alternatives. Id., 

at ___. Pp. 7–8.

(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.

(3) Transform’s creative arguments do not excavate a clear statement from §363(m)’s unassuming text. First, appealing to supposed 

traditional principles of in rem jurisdiction, Transform insists that 

§363(m) is jurisdictional because it reflects those principles. This follows, Transform says, because §363(m) operates to ensure that (absent

a stay) courts cannot disturb a transfer to a good-faith purchaser, 

thereby confirming that the court lacks a basis to exercise in rem jurisdiction over it. Setting aside MOAC’s credible retort to this argument, Transform’s contentions merely offer a reason to think Congress 

intended §363(m) to be jurisdictional. That, without more, does not 

show a clear jurisdictional statement. See Boechler, 596 U. S., at ___. 

Second, Transform maintains that former Federal Rule of Bankruptcy 
 

4 MOAC MALL HOLDINGS LLC v. TRANSFORM HOLDCO LLC 

Syllabus 

Procedure 805 was understood to be jurisdictional because some appellate courts relied upon it to dismiss appeals that challenged the validity of a sale, without a consideration of the merits. Transform says

that Congress transplanted Rule 805 wholesale into §363(m). But this 

argument fails at the gate: every lower court case Transform cites for 

support predates §363(m)’s 1978 enactment, and thus long predates

the Court’s modern efforts on jurisdictional nomenclature. The Court 

routinely rejects such arguments, and does so here. Pp. 11–15. 

Vacated and remanded. 

JACKSON, J., delivered the opinion for a unanimous Court. 
 

_________________ 

_________________ 

Cite as: 598 U. S. ____ (2023) 1 

Opinion of the Court 

NOTICE: This opinion is subject to formal revision before publication in the 

United States Reports. Readers are requested to notify the Reporter of 

Decisions, Supreme Court of the United States, Washington, D. C. 20543, 

pio@supremecourt.gov, of any typographical or other formal errors. 

SUPREME COURT OF THE UNITED STATES 

No. 21–1270 

MOAC MALL HOLDINGS LLC, PETITIONER v. 

TRANSFORM HOLDCO LLC, ET AL. 

ON WRIT OF CERTIORARI TO THE UNITED STATES COURT OF 

APPEALS FOR THE SECOND CIRCUIT 

[April 19, 2023] 

JUSTICE JACKSON delivered the opinion of the Court. 

Under conditions prescribed by Congress, the Bankruptcy Code permits a debtor (or a trustee) to sell or lease 

the bankruptcy estate’s property outside of the ordinary 

course of the bankrupt entity’s business. 11 U. S. C. 

§363(b). Interested parties may file an objection to such a 

sale or lease, and may appeal if the court authorizes a sale 

or lease of the estate’s property over their objection. But 

§363(m) restricts the effect of such an appeal, if successful. 

Specifically, §363(m) states that 

“[t]he reversal or modification on appeal of an authorization under [§363(b) or §363(c)] of a sale or lease of 

property does not affect the validity of a sale or lease

under such authorization to an entity that purchased 

or leased such property in good faith, whether or not 

such entity knew of the pendency of the appeal, unless

such authorization and such sale or lease were stayed

pending appeal.” 

Accordingly, sometimes, a successful appeal of a judicial authorization to sell or lease estate property will not impugn 
 

2 MOAC MALL HOLDINGS LLC v. TRANSFORM HOLDCO LLC 

Opinion of the Court 

the validity of a sale or lease made under that authorization. 

In this case, we are called upon to decide whether

§363(m)’s strictures are jurisdictional. If so, a party may 

invoke that provision at any time—without fear of waiver, 

forfeiture, or similar doctrines interposing. If not, courts 

can apply such doctrines when evaluating §363(m) issues,

where appropriate. For the reasons explained below, we 

conclude that §363(m) is not a jurisdictional provision. 

I 

This saga began in 2018, when Sears, Roebuck and Co.

(Sears) filed for Chapter 11 bankruptcy. That filing created

a bankruptcy estate that included (with exceptions not relevant here) “interests of the debtor in property.” §541(a)(1).

Such an estate is sometimes administered by a bankruptcy 

trustee; other times the debtor itself administers it as the 

“debtor in possession.” §§1101, 1107; see Mission Product 

Holdings, Inc. v. Tempnology, LLC, 587 U. S. ___, ___ (2019) 

(slip op., at 2). Sears self-administered, and as a debtor in 

possession, Sears had statutorily qualified powers to dispose of the estate’s property. §§1101, 1107, 363. 

Early in 2019, Sears exercised one of those powers: its

right to “use, sell, or lease, other than in the ordinary course 

of business, property of the estate.” §363(b)(1). Sears 

agreed to sell most of its assets to respondent Transform 

Holdco LLC (Transform), after which the Bankruptcy Court

issued an order (Sale Order) approving the agreement. 

Among the assets conveyed in that sale was the right for

Transform to “designate to whom a lease between Sears . . . 

and some landlord should be assigned.” In re Sears Holdings Corp., 616 B. R. 615, 619 (SDNY 2020) (Sears II). The 

agreement did not actually designate any assignees; it 

simply meant that, if Transform duly designated an assignee, Sears had to assign the lease to the designee. One 

of the leases eligible for such assignment was Sears’s lease 
Cite as: 598 U. S. ____ (2023) 3 

Opinion of the Court 

with petitioner MOAC Mall Holdings LLC, which leases 

spaces to tenants at the Minnesota Mall of America. 

Notably, and as relevant here, §365 of the Code prohibits 

assignment of an unexpired lease to anyone without “adequate assurance of future performance by the assignee,”

§365(f )(2)(B), and further establishes special adequate-assurance criteria related to “shopping center[s],” §365(b)(3),

a term the parties agree describes the Mall of America. In 

that context, adequate assurance includes assurances that

(1) the proposed assignee has a “similar . . . financial condition and operating performance” as the debtor “as of the 

time the debtor became the lessee under the lease,” and (2) 

the assignment will not “disrupt any tenant mix or balance 

in [the] shopping center.” §§365(b)(3)(A), (D).

Later in 2019, Transform designated the Mall of America

lease for assignment to its wholly owned subsidiary,1 and 

MOAC objected on the ground that Sears had failed to provide the requisite adequate assurance of future performance by Transform. The Bankruptcy Court disagreed and 

approved the assignment to Transform, in a decision that, 

like the lower courts, we will call the “Assignment Order.” 

Here is where §363(m) entered the picture. MOAC feared 

that, if it appealed the Assignment Order, Transform might 

argue that §363(m)’s restrictions limited or barred the appeal.2 Looking to §363(m)’s safe harbor for certain orders

that are “stayed pending appeal,” MOAC sought to forestall 

any such argument by asking for a stay of the Assignment 

Order. The Bankruptcy Court denied MOAC’s request for 

a stay. The court reasoned that an appeal of the Assignment Order did not qualify as an appeal of an authorization 

described in §363(m), and it emphasized that Transform

had explicitly represented that it would not invoke §363(m) 

—————— 1This corporate distinction is immaterial for present purposes, so we

refer collectively to Transform and its subsidiary as “Transform.” 2Whether this fear was justified under a proper interpretation of 

§363(m) is a question we need not, and so do not, decide today. 
 

4 MOAC MALL HOLDINGS LLC v. TRANSFORM HOLDCO LLC 

Opinion of the Court 

against MOAC’s appeal. Because no stay was granted, the

Assignment Order became effective, and Sears duly assigned the lease to Transform.

MOAC then appealed the Assignment Order to the District Court, which initially sided with MOAC and concluded

that Transform did not satisfy the pertinent §365 adequateassurance provisions. It thus vacated the Assignment Order (as relevant) “to the extent it approved” Sears’s assignment of the lease to Transform. In re Sears Holdings Corp., 

613 B. R. 51, 79 (SDNY 2020) (Sears I). Transform sought 

rehearing and—notably—backed away from its previous

disclaimers, arguing for the first time that §363(m) deprived the District Court of jurisdiction to grant MOAC’s 

requested relief. The District Court was “appalled” by

Transform’s gambit of waiting to invoke §363(m) until after 

losing the merits of the appeal, but determined that Second

Circuit precedent bound it to treat §363(m) as jurisdictional, and thus not subject to “waiver [or] judicial estoppel.” Sears II, 616 B. R., at 624–625. The District Court 

held that §363(m) was applicable and required it to dismiss 

the appeal, so it did so, leaving the Assignment Order unscathed. The Second Circuit affirmed, agreeing with the 

District Court’s characterization of §363(m) as jurisdictional, based on Second Circuit precedent. 

We granted MOAC’s petition for certiorari to resolve the

Circuit split that the Second Circuit’s ruling reinforced. 597 

U. S. ___ (2022).3 Before this Court, Transform not only defends the Second Circuit’s characterization of §363(m) as 

jurisdictional, but also urges us to dismiss this case on 

mootness grounds because the lease has already been 

transferred out of the estate via the assignment. Brief for 

Respondent 19–24. 

—————— 3Compare, e.g., In re Stanford, 17 F. 4th 116, 122 (CA11 2021) 

(§363(m) is not jurisdictional), and In re Energy Future Holdings Corp., 

949 F. 3d 806, 820 (CA3 2020) (same), with In re WestPoint Stevens, Inc., 

600 F. 3d 231, 248 (CA2 2010) (§363(m) is jurisdictional). 
 

 

Cite as: 598 U. S. ____ (2023) 5 

Opinion of the Court 

II 

We first address Transform’s mootness claim. A “case 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 (2013) (internal quotation marks omitted). The case remains live “‘[a]s long as 

the parties have a concrete interest, however small, in the 

outcome of the litigation.’” Ibid. 

Stripped of its baubles, Transform’s mootness argument

is that MOAC’s ultimate relief hinges on the Bankruptcy

Court’s ability to “reconstitut[e the leasehold] as property 

of the estate.” Brief for Respondent 19. Transform asserts 

that such reconstitution is impossible unless the leasehold 

transfer is “avoid[ed]” under 11 U. S. C. §549, which permits a debtor in possession to void certain transfers of estate property made after the bankruptcy case commences.

But, according to Transform, only Sears can use §549. And, 

per Transform, not only did Sears waive any such avoidance 

claims in the Sale Order, but the time for using §549 has

now expired. The upshot for Transform’s mootness argument is that no legal vehicle remains available for undoing

the lease transfer, and therefore MOAC cannot possibly obtain any effectual relief, irrespective of our answer to the 

question presented.

Our cases disfavor these kinds of mootness arguments.

In Chafin, for example, a mother invoking the Hague Convention on the Civil Aspects of International Child Abduction sought, and received, an order from a Federal District

Court that her child be returned to Scotland from the 

United States, where the child was residing with her father.

568 U. S., at 168–171. The father appealed, seeking reversal and a concomitant “‘re-return’” order, id., at 171, 173, 

but in the interim the mother had removed the child to Scotland, so the appellate court dismissed the father’s appeal as 

moot. Id., at 171. Before us, the mother defended the moot-
 

6 MOAC MALL HOLDINGS LLC v. TRANSFORM HOLDCO LLC 

Opinion of the Court 

ness holding on the grounds that the District Court on remand would lack the authority to “issue a re-return order 

either under the Convention or pursuant to its inherent equitable powers.” Id., at 174. We disagreed. We said her 

argument went “to the meaning of the Convention and the

legal availability of a certain kind of relief,” and thus “confuse[d] mootness with the merits.” Ibid. And, at least 

where the father’s contrary re-return argument was not “so 

implausible that it [was] insufficient to preserve jurisdiction,” his “prospects of success [were] therefore not pertinent to the mootness inquiry.” Ibid. (citing Steel Co. v. Citizens for Better Environment, 523 U. S. 83, 89 (1998)). 

So too here. Like the father in Chafin, MOAC simply

seeks “typical appellate relief: that the Court of Appeals reverse the District Court and that the District Court undo 

what it has done.” 568 U. S., at 173. And we cannot say 

that the parties have “no ‘concrete interest,’” id., at 176, in 

whether MOAC obtains that relief. Transform’s only retort—which MOAC vigorously disputes—is simply that any 

ultimate vacatur of the Assignment Order will not matter. 

Chafin forecloses this kind of argument. Here, as elsewhere, we decline to act as a court of “‘first view,’” plumbing the Code’s complex depths in “‘the first instance’” to assure ourselves that Transform is correct about its 

contention that no relief remains legally available. Zivotofsky v. Clinton, 566 U. S. 189, 201 (2012).4 

—————— 4MOAC, naturally, disputes Transform’s contentions. And MOAC’s 

arguments about legally available forms of relief are not “so implausible

that [they are] insufficient to preserve jurisdiction.” Chafin, 568 U. S., 

at 174 (citing Steel Co. v. Citizens for Better Environment, 523 U. S. 83, 

89 (1998)). We need not take a definitive position on the correct resolution of Transform’s elaborate mootness argument to be confident that 

MOAC’s disagreement is not frivolous. Id., at 89 (explaining that an argument is implausible, in the relevant sense, when it is “ ‘wholly insubstantial and frivolous . . . so insubstantial, implausible, foreclosed by

prior decisions of this Court, or otherwise completely devoid of merit’ ”). 
 

 

 

 

Cite as: 598 U. S. ____ (2023) 7 

Opinion of the Court 

III 

With respect to the question that we granted certiorari to

consider—whether §363(m) is a jurisdictional provision—

our answer is no, for the reasons that follow. 

A 

Congressional statutes are replete with directions to litigants that serve as “preconditions to relief.” Fort Bend 

County v. Davis, 587 U. S. ___, ___ (2019) (slip op., at 7). 

Filing deadlines are classic examples. United States v. 

Kwai Fun Wong, 575 U. S. 402, 410 (2015). So are preconditions to suit, like exhaustion requirements. Reed Elsevier, Inc. v. Muchnick, 559 U. S. 154, 157–158, 166, and n. 6 

(2010). So, too, are “statutory limitation[s] on coverage,” or

“on a statute’s scope,” such as the “element[s] of a plaintiff ’s

claim for relief.” Arbaugh v. Y & H Corp., 546 U. S. 500, 

515–516 (2006). Congress can, if it chooses, make compliance with such rules “important and mandatory.” Henderson v. Shinseki, 562 U. S. 428, 435 (2011). But knowing 

that much does not, in itself, make such rules jurisdictional. 

Ibid. 

The “jurisdictional” label is significant because it carries

with it unique and sometimes severe consequences. An unmet jurisdictional precondition deprives courts of power to 

hear the case, thus requiring immediate dismissal. Hamer 

v. Neighborhood Housing Servs. of Chicago, 583 U. S. 17, 

___–___ (2017) (slip op., at 2–3). And jurisdictional rules 

are impervious to excuses like waiver or forfeiture. 

Boechler v. Commissioner, 596 U. S. ___, ___ (2022) (slip op., 

at 3). Courts must also raise and enforce them sua sponte. 

Fort Bend County, 587 U. S., at ___ (slip op., at 7). 

This case exemplifies why the distinction between nonjurisdictional and jurisdictional preconditions matters. In 

light of Transform’s belated invocation of §363(m), the District Court stated that, “if ever there were an appropriate 

situation for the application of judicial estoppel, this would 
 

 

 

 

 

 

8 MOAC MALL HOLDINGS LLC v. TRANSFORM HOLDCO LLC 

Opinion of the Court 

be it.” Sears II, 616 B. R., at 627. But not even such egregious conduct by a litigant could permit the application of 

judicial estoppel as against a jurisdictional rule.

In view of these consequences and our past sometimesloose use of the word “jurisdiction,” we have endeavored “to 

bring some discipline” to this area. Henderson, 562 U. S., 

at 435. We have clarified that jurisdictional rules pertain

to “‘“the power of the court rather than to the rights or obligations of the parties.”’” Reed Elsevier, 559 U. S., at 161. 

And we only treat a provision as jurisdictional if Congress 

“‘clearly states’” as much. Boechler, 596 U. S., at ___ (slip 

op., at 3).

This clear-statement rule implements “Congress’ likely 

intent” regarding whether noncompliance with a precondition “governs a court’s adjudicatory capacity.” Henderson, 

562 U. S., at 435–436. We have reasoned that Congress ordinarily enacts preconditions to facilitate the fair and orderly disposition of litigation and would not heedlessly give 

those same rules an unusual character that threatens to 

upend that orderly progress. Wilkins v. United States, 598 

U. S. ___, ___–___ (2023) (slip op., at 3–4); Hamer, 583 U. S., 

at ___ (slip op., at 3) (jurisdictional character is an exception 

“to the ordinary operation of our adversarial system”); Fort 

Bend County, 587 U. S., at ___ (slip op., at 7) (noting the 

sometimes “‘[h]arsh’” consequences of enforcement of jurisdictional rules, including waste of judicial resources and

unfairness to the litigants).

That said, Congress need not use “‘magic words’” to convey its intent that a statutory precondition be treated as

jurisdictional. Boechler, 596 U. S., at ___ (slip op., at 3). 

“‘[T]raditional tools of statutory construction’” can reveal a

clear statement. Ibid. But the statement must indeed be 

clear; it is insufficient that a jurisdictional reading is “plausible,” or even “better,” than nonjurisdictional alternatives. 

Id., at ___ (slip op., at 6). 
 

Cite as: 598 U. S. ____ (2023) 9 

Opinion of the Court 

B 

We see nothing in §363(m)’s limits that purports to

“gover[n] a court’s adjudicatory capacity.” Henderson, 562 

U. S., at 435. 

Start with the text. Far from addressing “‘a court’s authority,’” or “‘refer[ring] in any way to the jurisdiction of 

the district courts,’” Fort Bend County, 587 U. S., at ___ 

(slip op., at 9), §363(m) takes as a given the exercise of judicial power over any authorization under §363(b) or

§363(c) (hereinafter called “covered authorizations”). Indeed, §363(m) plainly contemplates that appellate courts

might “revers[e] or modif[y]” any covered authorization, 

with a proviso: Sometimes, the court’s exercise of power

may not accomplish all the appellant wishes, because the

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. §363(m). Thus, the provision consists of a caveated constraint on the effect of a reversal or 

modification. And the caveat is itself caveated; §363(m)’s

constraints are simply inapplicable where the sale or lease 

was made to a bad-faith purchaser or lessee, or if the sale 

or lease is stayed pending appeal, or (for that matter) if the 

court does something other than “revers[e]” or “modif[y]” 

the authorization. Ibid. 

This is not the stuff of which clear statements are made. 

Indeed, we treated similar statutory traits as “significan[t]” 

evidence of nonjurisdictional status in Reed Elsevier, 559 

U. S., at 165. In Reed Elsevier, this Court considered a Copyright Act provision that, “with certain exceptions,” required copyright-infringement plaintiffs to show, as a condition to suit, that the work at issue had been registered. 

Id., at 157–158. We found that the provision was nonjurisdictional, and thought it key that the provision expressly 

envisioned courts adjudicating some claims even absent 

registration, id., at 165, since it would have been “at least 
 

10 MOAC MALL HOLDINGS LLC v. TRANSFORM HOLDCO LLC 

Opinion of the Court 

unusual to ascribe jurisdictional significance to a condition

subject to these sorts of exceptions,” ibid. 

Similarly, given §363(m)’s clear expectation that courts

will exercise jurisdiction over a covered authorization, it is

surely permissible to read its text 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 (2004) 

(statutory provision was not jurisdictional, for it did not

speak to the “‘classes of cases’” the court was “competent to 

adjudicate” but to “proceedings auxiliary to cases already 

within that court’s adjudicatory authority”). In other 

words, §363(m) reads like a “statutory limitation,” Arbaugh, 546 U. S., at 516, that is tied in some instances to 

the need for a party to take “certain procedural steps at certain specified times” (here, seeking a stay), Henderson, 562 

U. S., at 435. And we certainly cannot say that §363(m)’s

“jurisdictional nature” is “clear ex visceribus verborum,” as 

we once did of a statutory provision directing that “‘[n]o 

court shall have jurisdiction over [a covered] action,’” Rockwell Int’l Corp. v. United States, 549 U. S. 457, 467–468 

(2007).

Statutory context further clinches the case. Congress

separated §363(m) from the Code provisions that recognize 

federal courts’ jurisdiction over bankruptcy matters. See 28 

U. S. C. §§1334(a)–(b), (e), 157, 158; see also Arbaugh, 546 

U. S., at 515 (emphasizing separation as evidence of nonjurisdictional status).5 And §363(m) does not contain any 

“clear tie” to the Code’s plainly jurisdictional provisions. 

Boechler, 596 U. S., at ___ (slip op., at 6). Nor does the Code 

lack for examples of such ties: Consider 11 U. S. C. §305(c), 

—————— 5Section 1334 grants bankruptcy jurisdiction to the district courts in 

the first instance, and those courts may “refe[r]” such jurisdiction to 

bankruptcy courts under prescribed circumstances. Wellness Int’l Network, Ltd. v. Sharif, 575 U. S. 665, 670–671 (2015). 
 

Cite as: 598 U. S. ____ (2023) 11 

Opinion of the Court 

which directs that certain judicial orders are “not reviewable by appeal or otherwise by the court of appeals” under

§158(d) (the Code provision that recognizes the courts of appeals’ jurisdiction in bankruptcy matters).6 

It also does not suffice that §363(m) issues directions, as

Transform occasionally intimates. We routinely hold that

congressional commands are nonjurisdictional despite emphatic directives.7 Transform seems to ignore the possibility that §363(m)’s particular “statutory limitation[s],” Arbaugh, 546 U. S., at 516, could be “important” directives

and yet not jurisdictional, Henderson, 562 U. S., at 435. But 

it is hardly clear to us that §363(m)’s commands do anything more than that. 

C 

Transform offers two creative retorts, neither of which 

excavates a clear statement from §363(m)’s unassuming 

text. 

1 

Transform insists that §363(b) sales of estate assets must 

proceed under a court’s in rem jurisdiction, and that courts

can only exercise in rem jurisdiction with respect to a res

(including interests like the leasehold here) over which they

have actual or constructive control. Brief for Respondent 2, 

—————— 6To be clear, we do not hold here that 11 U. S. C. §305(c) is jurisdictional. The point is only that, as jurisdictional cross-references go, 

§363(m) is not the Code’s clearest case. 7See, e.g., Musacchio v. United States, 577 U. S. 237, 246 (2016) (a federal criminal statute commanding that “ ‘no person shall be prosecuted,

tried, or punished for any offense’ ” unless the charging document is filed

within five years of the offense); United States v. Kwai Fun Wong, 575 

U. S. 402, 416–417, 420 (2015) (multiple provisions stating that a claim

“ ‘shall be forever barred’ ”); Reed Elsevier, Inc. v. Muchnick, 559 U. S. 

154, 157–158 (2010) (the Copyright Act’s mandate that “ ‘no civil action 

. . . shall be instituted until preregistration or registration of the copyright claim has been made’ ”); see also Fort Bend County v. Davis, 587 

U. S. ___, ___ –___ (2019) (slip op., at 7–8) (collecting further cases). 
 

 

12 MOAC MALL HOLDINGS LLC v. TRANSFORM HOLDCO LLC 

Opinion of the Court 

39–40, 42. Appealing to “traditional principles of in rem jurisdiction,” Transform reasons that the transfer of a res to 

a good-faith purchaser removes it from the bankruptcy estate, and so from the court’s in rem jurisdiction over the estate. Id., at 24, 39–40. And it thus concludes that §363(m) 

is jurisdictional, because it operates to ensure that (absent

a stay) courts cannot disturb a transfer to a good-faith purchaser, thereby “confirm[ing]” the traditional in rem truth 

that “the bankruptcy court cannot reach the res, and thus 

has no basis for the exercise of in rem jurisdiction over it.” 

Id., at 39–40. 

This argument teeters on a contorted framing of contested general background principles rather than §363(m)’s

text and context (which, as we have said, lack any clear jurisdictional hue). Moreover, even setting aside MOAC’s 

credible retort that traditional in rem jurisdiction did not 

necessarily cease when the res left a court’s custody, Reply

Brief 6–9, Transform’s contentions about §363(m)’s relationship to traditional in rem jurisdiction merely offer a 

reason to think Congress intended §363(m) to be jurisdictional. That, without more, is not enough. See Boechler, 

596 U. S., at ___ (slip op., at 6). Transform does not (because it cannot) deny the paucity of textual or contextual 

clues indicating a clear statement of jurisdictional intent. 

See Part III–B, supra. And whatever else one might say 

about Transform’s clear-statement case, it certainly has not 

shown that §363(m)’s supposed alignment with allegedly 

pre-existing jurisdictional truths is so powerful that it nullifies these otherwise compelling nonjurisdictional inferences. 

Section §363(m)’s operation further derails this bankshot 

argument. Transform’s assertion is that §363(m) is jurisdictional because it “confirms” a traditional truth that 

bankruptcy courts exercising in rem jurisdiction cannot 

touch a res that is transferred out of the estate. Brief for 

Respondent 39. But that sits uncomfortably with §363(m)’s 
Cite as: 598 U. S. ____ (2023) 13 

Opinion of the Court 

express contemplation that courts can touch—and affect 

the validity of—certain sales or leases (e.g., those made to 

bad-faith purchasers) due to reversals or modifications of

covered authorizations even though the property concerned

has left the estate. Consequently, even if §363(m) mirrors 

traditional in rem jurisdiction, it does not seem to reflect

what Transform wishes to see. 

What is more, to the extent that a lower court can act 

with respect to the res at all, surely it can only do so while 

exercising congressionally conferred jurisdiction. Celotex 

Corp. v. Edwards, 514 U. S. 300, 307 (1995). Applied here,

that principle puts Transform on the horns of a dilemma. 

If a court, consistent with §363(m), issues a judgment affecting a consummated sale’s validity that draws on any 

in rem jurisdiction the Code confers in §1334, that conferral

authorizes the exercise of in rem power with respect to a res 

that has left the estate. Section 363(m) could hardly “confirm” a supposed traditional truth that its concept of jurisdiction rejects. But if that hypothetical judgment draws on 

a non-in rem source of jurisdiction, then §363(m)’s power

source is even further disconnected from Transform’s contested claims about traditional in rem jurisdiction.8 Either 

way, §363(m) tells a jurisdictional tale inconsistent with the 

one Transform needs. 

In the end, then, Transform’s claims about traditional 

in rem jurisdiction are red herrings. Section 363(m) is what

matters, and Congress has not clearly stated that the provision is a limit on judicial power, rather than a mere restriction on the effects of a valid exercise of that power when

a party successfully appeals a covered authorization. 

—————— 8This alternative is not fanciful; bankruptcy-court jurisdiction is not 

purely in rem. Central Va. Community College v. Katz, 546 U. S. 356, 

362, 369–372, 378 (2006); Celotex Corp. v. Edwards, 514 U. S. 300, 308 

(1995) (discussing §1334’s “ ‘comprehensive’ ” jurisdictional grants). 
 

 

 

14 MOAC MALL HOLDINGS LLC v. TRANSFORM HOLDCO LLC 

Opinion of the Court 

2 

Transform’s second major salvo fares no better. It points

to former Federal Rule of Bankruptcy Procedure 805, which 

was promulgated in 1976,9 and characterizes that Rule as 

“‘declaratory of ’” a historic practice in which some appellate courts dismissed appeals “challenging the validity of a 

consummated sale . . . without considering the merits,”

which Transform equates with jurisdictional treatment.

Brief for Respondent 43–44. Transform vigorously maintains that Congress fully transplanted Rule 805 into 

§363(m), and that §363(m) therefore imbibed the jurisdictional character that Rule 805 incorporated from the historic practice. 

This argument relies on a supposed pre-1976 lower court 

jurisdictional consensus that Rule 805 formalized and Congress then built into §363(m). But Transform trips over the 

first hurdle: Rule 805’s supposedly jurisdictional character.

We rejected this sort of use of old lower court cases in 

Boechler, because “almost all” of those lower court cases 

“predate[d] this Court’s effort to ‘bring some discipline’ to

the use of the term ‘jurisdictional.’” 596 U. S., at ___–___ 

(slip op., at 7–8). The facts here are even worse for Transform: Every case it cites to prove that Rule 805 was jurisdictional predates §363(m)’s initial 1978 enactment, and 

thus long predates our modern efforts on jurisdictional nomenclature. If numerous recent lower court opinions (some 

as recent as 2005) treating the provision at issue as jurisdictional were not enough in Reed Elsevier, 559 U. S., at 

160, n. 2, 169, Transform’s weaker proffer will not do. 

—————— 9The Rule provided: “Unless an order approving a sale of property or

issuance of a certificate of indebtedness is stayed pending appeal, the

sale to a good faith purchaser or the issuance of a certificate to a good

faith holder shall not be affected by the reversal or modification of such 

order on appeal, whether or not the purchaser or holder knows of the

pendency of the appeal.” Fed. Rule Bkrtcy. Proc. 805 (1976). 
Cite as: 598 U. S. ____ (2023) 15 

Opinion of the Court 

* * * 

Nothing in Transform’s creative arguments in this case

persuades us that §363(m) is jurisdictional under our clearstatement precedents. Because the Second Circuit’s judgment rested on the mistaken belief that §363(m) is jurisdictional, we vacate that judgment and remand the case for 

further proceedings consistent with this opinion.10 

It is so ordered. 

—————— 10The parties contest other questions bearing on §363(m)’s meaning 

and scope. Compare Brief for Respondent 33–37, with Brief for United 

States as Amicus Curiae 28–32, and Reply Brief 21–24. Because we need 

not answer those questions to resolve the question presented, we do not.