MOAC Mall Holdings LLC v. Transform Holdco LLC (2023)
Citation: 598 U.S. 288 (No. 21-1270; U.S. Reports cite per CourtListener, retrieved 2026-10-16) · Court: Supreme Court of the United States · Argued: Dec. 5, 2022 · Decided: Apr. 19, 2023 · Opinion: Jackson, J., for a unanimous Court.
Case page. Legal information, not legal advice. Last verified: 2026-10-16.
Facts
In the Sears Chapter 11, “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.” Transform designated the Mall of America lease for assignment to its wholly owned subsidiary. MOAC objected that Sears had not shown “adequate assurance of future performance by the assignee” under § 365(f)(2)(B). The bankruptcy court approved the assignment and denied a stay. On appeal the district court agreed with MOAC on the merits, but Transform then argued that § 363(m) deprived the court of jurisdiction; the district court, bound by Second Circuit precedent treating § 363(m) as jurisdictional, dismissed the appeal. (Source: https://www.law.cornell.edu/supremecourt/text/21-1270 , retrieved 2026-10-16.)
Holding
“Held: Section 363(m) is not a jurisdictional provision.” Vacated and remanded.
Reasoning
Under the Court’s clear-statement precedents, a statutory limit is jurisdictional only if Congress clearly says so; § 363(m) does not. The opinion explains why the label matters: if a rule is jurisdictional, “a party may invoke that provision at any time—without fear of waiver, forfeiture, or similar doctrines interposing,” and “jurisdictional rules are impervious to excuses like waiver or forfeiture.” The district court had said “if ever there were an appropriate situation for the application of judicial estoppel, this would be it.”
Practical impact
§ 363(m) still protects a good-faith purchaser when a sale or lease authorization is not stayed pending appeal, but as a non-jurisdictional limit it can be met with waiver, forfeiture or estoppel arguments. A buyer relying on § 363(m) should raise it promptly and avoid representations that it will not invoke it. A counterparty or objector that cannot obtain a stay may still have an appeal heard on the merits if the buyer forfeits the defense.
Good-law status
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Applies in →
businesses-and-going-concerns, bankruptcy-363-sales, good-faith-purchaser
Legal information, not legal advice. Verify against the current primary source before relying on this summary.