This educational guide is based on the linked primary sources. It is not a Court publication, is not affiliated with the Court, and is not legal advice.
In brief
Overview
The Court held that §363(m) is not a jurisdictional provision.
Background and question before the Court
MOAC Mall Holdings LLC v. Transform Holdco LLC (No. 21‑1270) was argued on December 5, 2022 and decided on April 19, 2023.
The central legal question was whether §363(m) is a jurisdictional provision.
What each side argues
MOAC Mall Holdings LLC
According to MOAC Mall Holdings LLC, mOAC contends that the sale of the property under §363(b) had already closed, the money was paid to Sears, and the transaction is not subject to adjustment even if the designated leases are later found ineligible for assignment.
According to MR. HALLWARD-DRIEMEIER, mOAC suggests that additional relief could be provided to Mall of America from the compensation of the sale.
According to MR. HALLWARD-DRIEMEIER, mOAC argues that the rule only precludes invalidation of the sale; because the transaction is an assignment, not a sale, the rule does not apply.
Transform Holdco LLC
Transform argues that §363(b) sales of estate assets must proceed under a court’s in‑rem jurisdiction, which requires the court to have actual or constructive control over the res (including leaseholds).
According to Transform Holdco LLC, transform maintains that the requirement of a stay is not jurisdictional; therefore it is subject to waiver, forfeiture, and estoppel, which apply here.
United States (Amicus Curiae)
According to Ms. Sinzdak, the United States, as amicus, argues that §363(m) is not jurisdictional because its text does not suggest jurisdictional effect and there is no clear‑statement evidence that it is jurisdictional.
What happened at oral argument
Justice Thomas asked which provision the petitioner relies on to challenge the lease assignment.
Chief Justice Roberts asked whether the argument depends on issues that do not go to the authorization of the sale or lease.
According to Justice Gorsuch, justice Gorsuch expressed confusion about whether a good‑faith purchaser of a bankruptcy asset might later have to disgorge it.
Justice Kagan asked a counsel member to make an assumption they did not want to make.
According to Justice Jackson, justice Jackson inquired whether §363(m) contemplates circumstances that would require it to be unraveled after a sale made in good faith.
Justice Kagan asked where the clear statement in §363(m) that would make it jurisdictional is located.
According to Justice Gorsuch, justice Gorsuch questioned whether “magic words” like “no jurisdiction” are required in in‑rem actions.
Justice Jackson asked whether a sale made in good faith can be touched.
Justice Sotomayor asked whether a common‑law rule allows a good‑faith buyer of a bankruptcy asset to still challenge the sale.
- [1] 6536e0e91a8909d6fbba-r1-808b7a2483191fac.pdf, p. 6
- [2] 6536e0e91a8909d6fbba-r1-808b7a2483191fac.pdf, p. 8
- [3] 6536e0e91a8909d6fbba-r1-808b7a2483191fac.pdf, p. 14
- [4] 6536e0e91a8909d6fbba-r1-808b7a2483191fac.pdf, p. 23
- [5] 6536e0e91a8909d6fbba-r1-808b7a2483191fac.pdf, p. 26
- [6] 6536e0e91a8909d6fbba-r1-808b7a2483191fac.pdf, p. 66
- [7] 6536e0e91a8909d6fbba-r1-808b7a2483191fac.pdf, p. 69
- [8] 6536e0e91a8909d6fbba-r1-808b7a2483191fac.pdf, p. 70
- [9] 6536e0e91a8909d6fbba-r1-808b7a2483191fac.pdf, p. 72
What the Court decided
The Court held that §363(m) is not a jurisdictional provision.
The Court noted that labeling a provision jurisdictional carries severe consequences, including dismissal when a jurisdictional precondition is unmet.
Why it matters
Terms to know
No glossary terms are available for this guide.
Primary sources
Read the source materials on the official site or open the immutable repository copy used for this guide.
- 6536e0e91a8909d6fbba-r1-808b7a2483191fac.pdforal argument transcript
- a659f15190a50fb25614-r1-6ee6e08cf4391831.pdfopinion
Guide generated September 29, 2026. Automated validation accepted this version.