United States v. Miller

P R E L I M I N A R Y P R I N T
Volume 604 U. S. Part 2
Pages 518–541
OFFICIAL REPORTS
OF
T H E S U P R E M E C O U R T
March 26, 2025
REBECCA A. WOMELDORF
reporter of decisions
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518 OCTOBER
TERM, 2024
Syllabus
UNITED STATES v. MILLER
certiorari
to the united states court of appeals for
the tenth circuit
No. 23–824. Argued December 2, 2024—Decided March 26, 2025
This case concerns the powers given a bankruptcy trustee under § 544(b)
of the Bankruptcy Code to set aside, or “avoid,” certain fraudulent
transfers of a debtor's assets. See 11 U. S. C. § 544(b)(1). Respondent
is the bankruptcy trustee of a failed Utah-based business whose share-
holders misappropriated $145,000 in company funds to satisfy their per-
sonal federal tax liabilities. Respondent fled an “avoidance” suit
against the United States seeking to claw back the misappropriated
funds for the beneft of the bankruptcy estate. He fled the action pur-
suant to § 544(b), which allows a trustee to “avoid any transfer of an
interest of the debtor . . . that is voidable under applicable law by a
creditor holding an unsecured claim.” But to prevail under § 544(b), a
trustee must identify an “actual creditor” who could have voided the
transaction under applicable law outside of bankruptcy proceedings. In
this case, respondent invoked Utah's fraudulent-transfer statute—which
gives creditors a cause of action to invalidate certain transfers by a
debtor—as the “applicable law” underlying his § 544(b) claim. The Gov-
ernment argued that respondent's § 544(b) claim failed because respond-
ent could not identify an “actual creditor” that could have voided the
fraudulent transfer because sovereign immunity would bar any such
Utah cause of action against the Government. The Bankruptcy Court
disagreed, concluding that § 106(a) of the Bankruptcy Code—which
waives the Government's sovereign immunity “with respect to” some 59
Bankruptcy Code provisions including § 544—also waives immunity for
the Utah cause of action nested within the § 544(b) claim. The District
Court adopted the Bankruptcy Court's decision and the Tenth Circuit
affrmed.
Held: Section 106(a)'s sovereign-immunity waiver applies only to a § 544(b)
claim itself and not to state-law claims nested within that federal claim.
Pp. 527–539.
(a) This dispute turns on the interplay between § 106(a) and § 544(b)
of the Bankruptcy Code. Section 106(a)(1) provides that the Govern-
ment's “sovereign immunity is abrogated . . . with respect to” a list of
Code provisions, including § 544. Respondent contends that § 106(a) also
waives sovereign immunity with respect to whatever state-law cause of
action a trustee might invoke as the source of “applicable law” for his
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519
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or her § 544(b) claim. But that result would transform § 106(a) from a
jur
isdiction-creating provision into a liability-creating provision, which
conflicts with the Court's traditiona l underst andi ng of sovereig n-
immunity waivers. As the Court's precedents explain, “[s]overeign im-
munity is jurisdictional in nature” and operates to deprive courts of the
power to hear suits against the United States absent Congress's express
consent. FDIC v. Meyer, 510 U. S. 471, 475. Waivers of sovereign im-
munity function simply as “prerequisite[s] for jurisdiction”—they do not
create any new substantive rights or alter any pre-existing ones.
United States v. Mitchell, 463 U. S. 206, 212. Respondent's attempt to
leverage § 106(a)'s waiver of immunity—i. e., the statute's grant of juris-
diction—into an affrmative expansion of the trustee's avoidance powers
under § 544(b) conficts with the Court's understanding of sovereign-
immunity waivers. Pp. 527–529.
(b) Section 106(a)'s text, context, and structure make clear that it
does not operate to modify § 544(b)'s substantive requirements. In-
deed, § 106(a)(5) expressly provides that “[n]othing in this section shall
create any substantive claim for relief or cause of action not otherwise
existing ” under some other source of law. That language directly re-
futes respondent's argument that § 106(a)'s sovereign-immunity waiver
extends to “[b]oth the cause of action [§ 544(b) establishes] and its ele-
ments.” Brief for Respondent 18. Construing § 106(a) to modify the
“elements” of a § 544(b) claim would give the trustee a substantive claim
for relief against the Government that does not “otherwise exis[t]”
under § 544(b) or Utah law in direct confict with § 106(a)(5).
Section 544's text and structure reinforce this conclusion. Unlike
§ 544(b), § 544(a) has no actual-creditor requirement and thus permits a
trustee to invalidate certain transfers that a lien holder could have
voided “whether or not such a creditor exists.” §§ 544(a)(1), (2). This
contrast refects Congress's deliberate choice to tie the trustee's rights
under subsection (b) to the rights of an actual creditor under “applicable
law.” Eliminating the actual-creditor requirement would upend dec-
ades of practice and precedent recognizing that § 544(b) merely empow-
ers a trustee to step into the shoes of a creditor, subject to the same
limitations and defenses that would apply to that creditor outside
bankruptcy.
Finally, even if the language and logic of § 544 and § 106(a) permitted
respondent's broad reading of the sovereign-immunity waiver, the
Court's precedents would still foreclose that reading. The Court's prec-
edents require construing sovereign-immunity waivers narrowly, with
any ambiguities resolved in favor of the sovereign. See, e. g., FAA v.
Cooper, 566 U. S. 284, 291. Pp. 529–532.

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520 UNITED
STATES v. MILLER
Syllabus
(c) Respondent asserts that § 106(a)(1)'s use of the phrase “with re-
spec
t to” shows Congress's intent to abrogate sovereign immunity for
“all subjects that concern or regard” the listed provisions, including the
meaning of “applicable law” in § 544(b). Respondent's reliance on dic-
tionary defnitions and cases that adopt capacious readings of phrases
similar to “with respect to” cannot support his argument, as those au-
thorities all examine those terms in very different statutory contexts.
Respondent's textual argument thus fouts the “fundamental canon of
statutory construction” that “the words of a statute must be read in
their context and with a view to their place in the overall statutory
scheme.” Davis v. Michigan Dept. of Treasury, 489 U. S. 803, 809.
This canon carries particular force when construing phrases that govern
conceptual relationships—like “with respect to”—whose meanings in-
herently depend on their surrounding context. See, e. g., Dubin v.
United States, 599 U. S. 110, 119 (noting that such phrases are “context
sensitive”). As set forth above, context cuts decidedly against respond-
ent's broad reading of § 106(a)(1).
Respondent's appeal to § 106(a)'s enactment history is similarly un-
availing. Since its adoption in 1978, § 106 has always been understood
to provide a “limited waiver of sovereign immunity in bankruptcy
cases,” designed to “achieve approximately the same result that would
prevail outside of bankruptcy.” S. Rep. No. 95–989, p. 29; H. R. Rep.
No. 95–595, p. 317. Nothing in the 1994 amendments to § 106 dislodged
that original understanding. And in any event, legislative history can-
not supply a waiver where the language of the statute does not clearly
do so. See Department of Agriculture Rural Development Rural
Housing Service v. Kirtz, 601 U. S. 42, 49. Pp. 532–535.
(d) Respondent's remaining arguments lack merit. First, the Court's
interpretation does not render § 106(a)'s waiver meaningless with re-
spect to § 544. Section 106(a) enables trustees to prevail against the
Government under § 544(a), which has no actual-creditor requirement.
Because federal tax law separately provides that tax liens held by the
Federal Government may be invalidated under particular circum-
stances, see 26 U. S. C. § 6323, § 106(a) allows trustees to avoid transfers
of these tax liens. Section 106(a) also grants federal courts jurisdiction
to hear § 544(b) claims against state governments that have consented
to being sued under their fraudulent-transfer statutes.
Second, the Court rejects respondent's argument that because
§ 106(a)(1) refers to § 544 as a whole (rather than by subsection), the
waiver must be construed to give substantive effect to all of § 544's
subsections. Many of the other 58 Bankruptcy Code provisions listed
“as a whole” in § 106(a)(1) include subsections that plainly do not impli-
cate sovereign immunity at all.

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521
Syllabus
Third, respondent's reliance on Kirtz, 601 U. S. 42, to support his argu-
ment
that Congress sometimes waives sovereign immunity while simul-
taneously establishing a new substantive right, is unavailing. Kirtz in-
volved a statute that bears little resemblance—in text, structure, or
operation—to § 106(a), and indeed explicitly authorized claims against
the Government. Nothing in Kirtz suggests that courts should pre-
sume, in the absence of explicit statutory language, that Congress has
waived the Government's sovereign immunity.
Finally, the Court declines respondent's invitation to affrm on alter-
native grounds, leaving it to the courts below to decide whether re-
spondent may pursue these arguments on remand. Pp. 535–539.
71 F. 4th 1247, reversed.
Jackson, J., delivered the opinion of the Court, in which Roberts, C. J.,
and Thomas, Alito, Sotomayor, Kagan, Kavanaugh, and Barrett, JJ.,
joined. Gorsuch, J., fled a dissenting opinion, post, p. 539.
Yaira Dubin argued the cause for the United States.
With her on the briefs were Solicitor General Prelogar,
Deputy Assistant Attorney General Hubbert, Deputy Solici-
tor General Gannon, Ellen Page DelSole, and Ivan C. Dale.
Lisa S. Blatt argued the cause for respondent. With her
on the brief were Aaron Z. Roper, Jeffrey G. Ho, Erin M.
Sielaff, and Reid W. Lambert.*
*A brief of amici curiae urging reversal was fled for the State of Ore-
gon et al. by Ellen F. Rosenblum, Attorney General of Oregon, Benjamin
Gutman, Solicitor General, and Peenesh Shah, Assistant Attorney Gen-
eral, and by the Attorneys General for their respective jurisdictions as
follows: Steve Marshall of Alabama, Tim Griffn of Arkansas, Rob Bonta
of California, Philip J. Weiser of Colorado, William Tong of Connecticut,
Brian L. Schwalb of the District of Columbia, Anne E. Lopez of Hawaii,
Raúl R. Labrador of Idaho, Kwame Raoul of Illinois, Theodore E. Rokita
of Indiana, Aaron M. Frey of Maine, Andrea Joy Campbell of Massachu-
setts, Keith Ellison of Minnesota, Matthew J. Platkin of New Jersey, Leti-
tia James of New York, Drew H. Wrigley of North Dakota, David A. Yost
of Ohio, Michelle A. Henry of Pennsylvania, Peter F. Neronha of Rhode
Island, Marty Jackley of South Dakota, Jonathan Skrmetti of Tennessee,
Jason S. Miyares of Virginia, and Robert W. Ferguson of Washington.
Briefs of amici curiae urging affrmance were fled for the Chamber of
Commerce of the United States of America by Elaine J. Goldenberg and
Andrew R. Varcoe; for the National Association of Bankruptcy Trustees

522 UNITED
STATES v. MILLER
Opinion of the Court
Justice Jackson delivered the opinion of the Court.
The
Bankruptcy Code empowers a bankruptcy trustee to
set aside, or “avoid,” certain transfers of a debtor's assets in
order to recover those assets for the beneft of the bank-
ruptcy estate. This case concerns the trustee's avoidance
powers under § 544(b) of the Code. Under that provision, a
trustee may avoid certain transfers that would be “voidable
under applicable law”—that is, voidable outside of bank-
ruptcy proceedings. 11 U. S. C. § 544(b)(1). Trustees typi-
cally rely on state statutes to supply the “applicable law”
when suing under § 544(b) to avoid a debtor's transfer of
assets.
In this dispute, a trustee invoked Utah law as the basis
for a § 544(b) suit seeking to claw back a debtor's federal tax
payment. Ordinarily, the Federal Government's sovereign
immunity would bar any suit against it under Utah law. But
the Bankruptcy Code contains a sovereign-immunity waiver,
§ 106(a), that abrogates the Government's sovereign immu-
nity “with respect to” § 544. § 106(a)(1). This case requires
us to determine the scope of that waiver.
Specifcally, we must decide whether § 106(a) abrogates
sovereign immunity only with respect to the federal cause
of action created by § 544(b) or whether it also abrogates
sovereign immunity with respect to the underlying state-law
claims that supply the “applicable law” for that federal cause
of ac ti on. We hold that § 106(a)'s sovereig n-immunity
waiver applies only to the § 544(b) claim itself and not to any
state-law claims nested within that federal claim. Section
106(a) is properly understood as a jurisdictional provision
that empowers courts to hear § 544(b) claims against the
Government to the extent such claims are otherwise avail-
able under state law; it does not alter the substantive mean-
by Richard P. Cook; for the National Creditors Bar Association by Brit J.
Suttell, Stephen Sather, and Michael S. Truesdale; and for Eugene Wedoff
et al. by David R. Kuney, pro se.
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523
Opinion of the Court
ing of § 544(b)'s “applicable law” clause. We therefore re-
verse
the decision below.
I
A
Bankruptcy trustees have long had the power to invali-
date, or “avoid,” certain transfers of assets made by a debtor.
These “avoidance powers” serve multiple ends. Most obvi-
ously, they help the trustee maximize the value of the bank-
ruptcy estate by enabling the trustee to recover assets that
otherwise would have been lost. The avoidance powers also
help the trustee equalize the distribution of the debtor's
assets among creditors by preventing the debtor from off-
loading assets to preferred creditors outside of the formal
bankruptcy process.
Today, the avoidance powers are codifed in Chapter 5 of
the Bankruptcy Code, which delineates the specifc types of
transfers that trustees are empowered to set aside. Section
545 of the Code, for instance, permits a trustee to avoid
the transfer of certain statutory liens. Meanwhile, § 547(b)
allows a trustee to invalidate transfers that the debtor made
immediately before bankruptcy proceedings began. And
§ 548 permits a trustee to set aside certain fraudulent trans-
fers, such as those made for the purpose of delaying or im-
peding the repayment of creditors.
This case involves the trustee's avoidance powers under
§ 544(b). That provision allows a trustee to “avoid any
transfer of an interest of the debtor . . . that is voidable under
applicable law by a creditor holding an unsecured claim.”
§ 544(b)(1). Although the term “applicable law” can techni-
cally refer to any state or federal law outside of the Bank-
ruptcy Code, trustees typically rely on state statutes to sup-
ply the “applicable law” for avoidance suits under § 544(b).
The state statutes that trustees most often invoke are
known as “fraudulent transfer” laws. 5 Collier on Bank-
ruptcy ¶544.06[2], p. 544–27 (R. Levin & H. Sommer eds.,
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524 UNITED
STATES v. MILLER
Opinion of the Court
16th ed. 2024). These laws—which generally employ the
same
language from State to State—aim to prevent debtors
from hiding or shielding their assets from creditors. See
ibid. (explaining that 46 States have adopted either the Uni-
form Fraudulent Transfer Act or its successor, the Uniform
Voidable Transactions Act). To that end, most fraudulent-
transfer statutes provide creditors with a cause of action to
invalidate any transfer that a debtor made with the intent
to defraud creditors. Creditors may also typically invoke
these laws to void “constructive” fraudulent transfers—that
is, transfers made without an actual intent to defraud, such
as an insolvent debtor's sale or transfer of assets for some-
thing less than their equivalent value. 2 Bankruptcy Law
Manual § 9:29, pp. 779–780 (5th ed. 2024).
1
Notably, to show that a transfer is “voidable under applica-
ble law,” a bankruptcy trustee must “identify the actual
creditor or creditors who could have set aside the transaction
in question under applicable law.” 5 Collier, Bankruptcy
¶544.06[1], at 544–25. “If there is no creditor against whom
the transfer is voidable under the applicable law, the trustee
is powerless to act.” Ibid.
This “actual creditor” requirement serves as an important
check on the trustee's § 544(b) powers. Absent the actual-
creditor requirement, a trustee could use § 544(b) to unwind
transactions that would never actually be at risk of invalida-
tion outside of bankruptcy proceedings. The actual-creditor
requirement thus mitigates the disruptive potential of a
trustee's avoidance power by ensuring that the trustee has
1
As noted above, the Bankruptcy Code contains its own fraudulent-
transfer provision in § 548. Although that provision resembles most
States' fraudulent-transfer laws, its statute of limitations is only two
years. § 548(a)(1). For that reason, a trustee who seeks to invalidate a
fraudulent transfer that occurred more than two years before the bank-
ruptcy petition was fled will ordinarily bring a § 544(b) action—instead
of a § 548 action—and point to an “applicable” state law with a longer
lookback period.
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Opinion of the Court
“no greater rights of avoidance than the actual creditor
wou
ld have if that creditor were asserting invalidity on its
own behalf.” Id., ¶544.06[3], at 544–29.
B
This case arises from the collapse of a Utah-based trans-
portation business called All Resort Group. The company
fell into insolvency in 2013 as the result of poor management
and fnancial malfeasance. As the company struggled f-
nancially, two of its shareholders began misappropriating
company funds for their own personal use, including to
pay off personal debts. In 2014, they transferred roughly
$145,000 in company funds to the Internal Revenue Service
to satisfy their personal income-tax obligations. The com-
pany received nothing in return for paying off these share-
holders' debts.
Three years later, the company fled for bankruptcy. Re-
spondent was appointed as trustee of the bankruptcy estate.
He fled this suit against the United States under § 544(b)
shortly after his appointment, seeking to avoid the 2014 tax
payments.
Respondent invoked Utah's fraudulent-transfer statute as
the source of “applicable law” for his § 544(b) claim. Like
most fraudulent-transfer laws, Utah's statute allows a credi-
tor to void a debtor's transfer of assets if the debtor was
insolvent at the time of the transfer and received less than
equal value in return. Utah Code § 25–6–6 et seq. (2014).
2
The parties cross-moved for summary judgment in Bank-
ruptcy Court. The Government did not contest respond-
ent's allegation that All Resort Group was insolvent when it
made the 2014 tax payments on behalf of its shareholders.
Nor did it dispute that the company received nothing of
value in exchange for making those payments. Instead, the
2
Utah amended and recodifed its fraudulent-transfer statute after the
transfer at issue here. The changes to the statute are immaterial to the
question presented in this case.
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526 UNITED
STATES v. MILLER
Opinion of the Court
Government asserted that respondent's claim failed because
he
could not satisfy § 544(b)'s actual-creditor requirement.
Specifcally, the Government argued, respondent could not
identify any creditor capable of prevailing in a fraudulent-
transfer suit against the Government under Utah law be-
cause, outside of bankruptcy, any such suit would be barred
by sovereign immunity.
The Bankruptcy Court rejected that argument and en-
tered judgment for respondent. In re All Resort Group,
Inc., 617 B. R. 375, 379 (Bkrtcy. Ct. Utah 2020). The court
based its decision on § 106(a) of the Bankruptcy Code, which
waives the Government's sovereign immunity for certain
claims arising under the Code. Id., at 386. In particular,
§ 106(a)(1) provides that “sovereign immunity is abrogated
as to a governmental unit to the extent set forth in this sec-
tion with respect to” 59 different provisions of the Code, in-
cluding § 544. § 106(a)(1).
3
The Bankruptcy Court construed § 106(a) as waiving the
Government's sovereign immunity not only as to the trust-
ee's § 544(b) claim but also “as to the underlying state law
cause of action” nested within the § 544(b) claim. 617 B. R.,
at 386. Accordingly, the court held that “sovereign immu-
nity does not preclude [respondent] from satisfying the actual
creditor requirement.” Id., at 391.
The District Court adopted the Bankruptcy Court's deci-
sion and the Tenth Circuit later affrmed. 71 F. 4th 1247
(2023). Like the Bankruptcy Court, the Tenth Circuit con-
cluded that § 106(a) “expresses Congress's intent to abolish
the Government's sovereign immunity in an avoidance pro-
ceeding arising under § 544(b)(1), regardless of the context in
which the defense arises.” Id., at 1253.
The Tenth Circuit's decision reinforced a confict among
the Courts of Appeals regarding whether § 106(a) abrogates
3
The Code defnes “governmental unit” to include the “United States”
and any “department, agency, or instrumentality of the United States.”
11 U. S. C. § 101(27). The defnition also includes any “State.” Ibid.
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527
Opinion of the Court
sovereign immunity with respect to a state-law claim that
suppl
ies the “applicable law” for a trustee's § 544(b) claim.
We granted certiorari to resolve that confict. See 602 U. S.
1037 (2024).
II
This dispute turns on the interplay between § 106(a) and
§ 544(b) of the Bankruptcy Code. The parties here agree
that § 106(a) waives the Government's sovereign immunity
with respect to the federal cause of action created by
§ 544(b). But respondent contends that § 106(a) goes further
than that by also waiving sovereign immunity with respect
to whatever state-law cause of action a trustee might invoke
as the source of “applicable law” for his or her § 544(b) claim.
As explained below, we hold that § 106(a) does not sweep
as broadly as respondent maintains. Waivers of sovereign
immunity are jurisdictional provisions that empower courts
to hear claims against the Government but do not themselves
typically create any new substantive rights against the Gov-
ernment. Here, statutory text, context, and structure all
demonstrate that § 106(a) fts squarely within that mold.
For that reason, we conclude that § 106(a) does not alter the
substantive meaning of § 544(b)'s “applicable law” clause by
providing a waiver of immunity that would not otherwise
exist under that external source of law.
A
Before discussing § 106(a) itself, it is helpful to recall how
waivers of sovereign immunity operate in general. As our
precedents explain, “[s]overeign immunity is jurisdictional in
nature” and deprives courts of the power to hear suits
against the United States absent Congress's express consent.
FDIC v. Meyer, 510 U. S. 471, 475 (1994). In providing that
consent, waivers of sovereign immunity function simply as
“prerequisite[s] for jurisdiction”—they do not create any new
substantive rights or alter any pre-existing ones. United
States v. Mitchell, 463 U. S. 206, 212 (1983).
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528 UNITED
STATES v. MILLER
Opinion of the Court
That is precisely the role that § 106(a) plays within the
Bankr
uptcy Code. Section 106(a)(1) provides that the Fed-
eral Government's “sovereign immunity is abrogated . . .
with respect to” several dozen provisions of the Code,
thereby granting courts the power to hear claims against
the Government under those provisions. That includes the
power to hear claims under § 544, which is among the listed
provisions. At the same time, § 106(a)(5) expressly provides
that “[n]othing in this section shall create any substantive
claim for relief or cause of action not otherwise existing
under this title, the Federal Rules of Bankruptcy Procedure,
or nonbankruptcy law.” In this way, § 106(a)'s text, read as
a whole, makes clear that it operates like any other waiver
of sovereign immunity: It is “merely jurisdictional” and does
not establish any substantive rights against the Government.
United States v. Testan, 424 U. S. 392, 400 (1976).
Respondent's reading of § 106(a) departs from that conven-
ti ona l underst andi ng of sovereig n-i mmunity waivers.
Under respondent's view, § 106(a) does not simply give courts
jurisdiction to hear § 544(b) claims against the Government;
it also alters the substantive requirements of the claim itself.
It is undisputed that, outside of bankruptcy proceedings, the
United States could invoke the defense of sovereign immu-
nity to bar any lawsuit seeking to invalidate a federal tax
payment under a State's fraudulent-transfer law. That bar-
rier to state-law liability would ordinarily doom a trustee's
§ 544(b) claim by making it impossible for the trustee to show
that the tax payment at issue is “voidable under applicable
law” by an actua l creditor. But, respondent contends,
§ 106(a) vitiates that barrier by abrogating the Government's
sovereign immunity with respect to both the § 544(b) claim
and the state-law claim nested within it. As respondent
puts it, “Section 106(a)'s clear waiver `with respect to' section
544 applies equally to the trustee's section 544(b) cause of
action and the applicable law that provides the elements of
that cause of action.” Brief for Respondent 2.
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529
Opinion of the Court
Respondent's reading of § 106(a) would thus transform that
st
atute from a jurisdiction-creating provision into a liability-
creating provision. But we have declined to read sovereign-
immunity waivers in that way. Rather, we have said that
the question “whether there has been a waiver of sovereign
immunity” is “ `analytically distinct' ” from the question
“whether the source of substantive law upon which the
claimant relies provides an avenue for relief.” Meyer, 510
U. S., at 484; see, e. g., United States v. Navajo Nation, 556
U. S. 287, 290 (2009) (“Neither the Tucker Act nor the Indian
Tucker Act creates substantive rights; they are simply ju-
risdictional provisions that operate to waive sovereign im-
munity for claims premised on other sources of law”). Re-
spondent confates these two questions by seeking to
leverage § 106(a)'s waiver of immunity—i. e., the statute's
grant of jurisdiction—into an affrmative expansion of the
trustee's avoidance powers under § 544(b).
Construing § 106(a) to modify the elements of a § 544(b)
claim would thus refect a highly unusual understanding of
sovereign-immunity waivers. That alone casts doubt on re-
spondent's reading of § 106(a). But even if that reading did
not confict with our normal understanding of sovereign-
immunity waivers, it would remain untenable as a basic mat-
ter of text and structure.
B
The text and structure of § 106 and § 544 make clear that
§ 106(a)'s waiver of sovereign immunity does not operate to
modify § 544(b)'s substantive requirements.
As noted above, § 106(a) expressly states that it does not
“create any substantive claim for relief or cause of action
not otherwise existing ” under some other source of law.
§ 106(a)(5). That language plainly refutes the notion that
§ 106(a)'s sovereign-immunity waiver extends to “[b]oth the
cause of action [that § 544(b) establishes] and its elements.”
Brief for Respondent 18. Indeed, construing § 106(a) to
modify the “elements” of a § 544(b) claim would necessarily
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530 UNITED
STATES v. MILLER
Opinion of the Court
give the trustee a substantive claim for relief against the
Gover
nment that does not “otherwise exis[t]” under § 544(b)
or Utah law.
4
Section 106(a)'s text thus confrms that it does
not alter § 544(b)'s substantive requirements.
So, too, does the list of Bankruptcy Code provisions identi-
fed in § 106(a) itself. Notably, § 106(a) does not meaning-
fully alter the substantive obligations of trustees under any
of the 58 other provisions that appear on the list alongside
§ 544. So far as we are aware, the other avoidance provi-
sions on the list retain the same substantive elements re-
gardless of whether the trustee is suing the Government or
a private entity. Given that § 106(a) leaves the substantive
elements of those avoidance provisions untouched, it would
be odd to read the provision as modifying the elements of
§ 544(b).
4
The dissent takes issue with our suggestion that respondent's reading
of § 106(a) would modify the “elements” of a § 544(b) claim. But that is not
just our characterization of respondent's reading—that is how respondent
himself describes his position. See, e. g., Brief for Respondent 27 (“Con-
gress had no reason to waive immunity in the frst place unless the waiver
applied to the elements of the cause of action”); Tr. of Oral Arg. 39 (“[T]he
waiver of sovereign immunity with respect to [§]544 just on its face textu-
ally applies to the elements, to the same extent grammatically, logically
that it applies to the claim. You can't waive a claim without waiving the
elements”). In any event, the dissent's attempt to recast § 106(a) as
merely “waiv[ing] an affrmative defense”—but not altering the elements
of § 544(b)—underscores the inherent tension in respondent's position.
Post, at 541 (opinion of Gorsuch, J.). Nobody disputes that § 106(a) pre-
cludes the Government from raising an affrmative jurisdictional defense
to a § 544(b) claim. But the issue in this case is whether § 106(a) also
bars the Government from raising a merits defense to that claim. Put
differently, the question here is not whether the Government can invoke
sovereign immunity to prevent a court from hearing a trustee's § 544(b)
claim. Rather, the question is whether § 106(a) prevents the Government
from relying on sovereign immunity to demonstrate that the trustee can-
not establish a core substantive requirement of the underlying § 544(b)
claim—namely, that the challenged transfer is “voidable under applicable
law” by an actual creditor.

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531
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Section 544's own text and structure reinforce that conclu-
si
on. Recall that § 544(b) requires a trustee to identify an
actual creditor capable of voiding the transfer at issue under
“applicable law.” That actual-creditor requirement—which
restricts the universe of transactions a trustee can invali-
date—is unique to § 544(b). Section 544's only other sub-
provision—subsection (a)—conspicuously eschews any such
requirement. Instead, subsection (a) permits a trustee to
invalidate certain transfers that “could have” been voided
by a lien creditor, “whether or not such a creditor exists.”
§§ 544(a)(1), (2) (emphasis added). That contrast in struc-
ture refects a deliberate congressional choice to tie the
trustee's rights under subsection (b) to the rights of an actual
creditor under “applicable law.” We doubt that Congress
meant to supplant that choice when it opted to include § 544
on the lengthy list of provisions it inserted into § 106(a).
What is more, eliminating the actual-creditor requirement
would upend decades of practice and precedent. Section
544(b) was expressly “derived” from § 70e of the Bankruptcy
Act of 1898, which had long been understood to give trustees
the same rights as creditors under state law. S. Rep. No.
95–989, p. 85 (1978); H. R. Rep. No. 95–595, p. 370 (1977).
As one widely cited lower court decision put it, § 70e
“clothe[d] the trustee with no new or additional right . . .
over that possessed by a creditor”; it merely placed the
trustee “in the shoes of ” the creditor, “subject to the same
limitations and disabilities that would have beset the credi-
tor in the prosecution of the action on his own behalf.”
Davis v. Willey, 263 F. 588, 589 (ND Cal. 1920).
Section 544(b) carried forward that same understanding of
the trustee's role. That is why, for example, defendants in
§ 544(b) suits are entitled to raise the same defenses against
the trustee that they would have been able to raise against
the relevant creditor under applicable state law. Thus, “if
the creditor is deemed estopped to recover upon a claim, or
is barred from recovery because of the running of a statute
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Opinion of the Court
of limitations prior to the commencement of the case, the
tr
ustee is likewise estopped or barred.” 5 Collier, Bank-
ruptcy ¶544.06[3], at 544–29. Similarly, if the “applicable”
state law allows a prevailing party to recover attorney's fees,
then a defendant who wins a § 544(b) suit can typically re-
cover such fees from the bankruptcy estate. Id., at 544–
27. This long-settled understanding of the trustee's § 544(b)
powers—and their limits—underscores why it would be so
anomalous to treat § 106(a) as expanding the trustee's rights
beyond those of an actual creditor.
5
Even if the language and logic of § 544 and § 106(a) permit-
ted respondent's broad reading of the sovereign-immunity
waiver, we note further that our precedents would still fore-
close that reading. “Under long-settled law, Congress must
use unmistakable language to abrogate sovereign immunity.”
Financial Oversight and Management Bd. for P. R. v. Centro
De Periodismo Investigativo, Inc., 598 U. S. 339, 342 (2023).
That means that we must “construe any ambiguities in the
scope of a waiver in favor of the sovereign.” FAA v. Cooper,
566 U. S. 284, 291 (2012). Here, § 106(a)'s language unmistak-
ably waives sovereign immunity for the federal cause of action
created by § 544(b). But, for all of the reasons just given,
we cannot say that it does the same for the state-law claims
nested within § 544(b)'s “applicable law” clause.
III
A
Respondent interprets § 106(a) differently. He asserts
that § 106(a)(1)'s use of the phrase “with respect to” requires
5
Some of respondent's amici assert that this understanding of the
trustee's powers is belied by the fact that, in certain cases, a trustee may
recover more money from a fraudulent transfer than an actual creditor
would be able to recover. But that exception, which derives from this
Court's decision in Moore v. Bay, 284 U. S. 4 (1931), relates to the trustee's
power to recover assets from an invalid transfer—not to the scope of the
trustee's power to avoid the transfer in the frst place. It is unsurprising,
then, that respondent himself does not rely on Moore for support here.
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533
Opinion of the Court
a broad reading of the statute's sovereign-immunity waiver,
citi
ng dictionary defnitions and cases that adopt capacious
readings of similar phrases. These sources, he says, evince
Congress's intent to abrogate sovereign immunity for “all
subjects that concern or regard” the listed provisions, includ-
ing the meaning of “applicable law” in § 544(b). Brief for
Respondent 16.
The authorities respondent invokes, however, cannot bear
the weight he foists upon them. Even setting aside that
many of his authorities concern different statutory terms,
they all examine those terms in very different statutory con-
texts. For instance, he cites our observation in Lamar, Ar-
cher & Cofrin, LLP v. Appling, 584 U. S. 709, 717 (2018), that
the “[u]se of the word `respecting ' in a legal context gener-
ally has a broadening effect.” But the statute at issue in
Lamar used the term “respecting ” in a quite dissimilar
setting—as part of the technical phrase “statement[s] re-
specting the debtor's or an insider's fnancial condition.”
§ 523(a)(2)(A). Giving breadth to a discrete statutory term
like “fnancial condition” is a far cry from expanding a
sovereign-immunity waiver, especially when our “general
rule” is “that waivers of sovereign immunity are to be read
narrowly.” Meyer, 510 U. S., at 480 (emphasis added).
Respondent's textual argument thus fouts a “fundamental
canon of statutory construction”: that “the words of a statute
must be read in their context and with a view to their place
in the overall statutory scheme.” Davis v. Michigan Dept.
of Treasury, 489 U. S. 803, 809 (1989). That canon carries
particular force when construing phrases that govern con-
ceptual relationships—like “with respect to”—whose mean-
ings inherently depend on their surrounding context. Cf.
Dubin v. United States, 599 U. S. 110, 119 (2023) (explaining
that the phrase “ `[i]n relation to' ” is “context sensitive”).
Here, context cuts decidedly against the broad reading re-
spondent advances. As explained, construing § 106(a) to
reach the elements of § 544(b) would not only run counter to
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534 UNITED
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Opinion of the Court
our traditional understanding of sovereign-immunity waiv-
ers
as purely jurisdictional, but also contravene the text and
structure of § 106(a) and § 544(b), and defy our established
rule that sovereign-immunity waivers must be construed
narrowly. Section 106(a)'s use of a malleable phrase like
“with respect to” cannot blunt the countervailing force of
those contextual considerations and interpretive principles.
Cf. Presley v. Etowah County Comm'n, 502 U. S. 491, 504
(1992) (rejecting a broad reading of the phrase “ `with re-
spect to voting ' ” in the Voting Rights Act where doing so
“would work an unconstrained expansion of its coverage”).
Respondent resists the force of those contextual considera-
tions by appealing to § 106(a)'s enactment history. He em-
phasizes that Congress purposefully expanded the scope of
§ 106(a)'s immunity waiver in 1994 by adding the list of 59
specifc provisions, including § 544, to the statute. But “no
amount of legislative history can `supply a waiver that is not
clearly evident from the language of the statute.' ” Depart-
ment of Agriculture Rural Development Rural Housing
Service v. Kirtz, 601 U. S. 42, 49 (2024) (quoting FAA, 566
U. S., at 290). And, even if legislative history could serve
that function, respondent's account of § 106(a)'s history is in-
complete at best.
Since its adoption in 1978, § 106 has always been under-
stood to provide only a “limited waiver of sovereign immu-
nity in bankruptcy cases.” S. Rep. No. 95–989, at 29; H. R.
Rep. No. 95–595, at 317. The House and Senate Reports
accompanying the 1978 legislation both expressly stated:
“Though Congress has the power to waive sovereign immu-
nity for the Federal government completely in bankruptcy
cases, the policy followed here is designed to achieve approx-
imately the same result that would prevail outside of bank-
ruptcy.” S. Rep. No. 95–989, at 29 (emphasis added); H. R.
Rep. No. 95–595, at 317 (emphasis added). This suggests
that, at the time of enactment, Congress understood the stat-
ute to preserve a basic symmetry between bankruptcy and
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535
Opinion of the Court
nonbankruptcy proceedings—not to expand transferee liabil-
ity
within the bankruptcy system.
Nothing in the 1994 amendments to § 106 dislodged that
original understanding. When Congress adopted § 106(a)'s
current language in 1994, it did so with the narrow aim of
overturning two of this Court's decisions: United States v.
Nordic Village, Inc., 503 U. S. 30 (1992), and Hoffman v.
Connecticut Dept. of Income Maintenance, 492 U. S. 96
(1989). Those decisions—neither of which involved § 544(b)
itself—had held that § 106's immunity waiver did not reach
monetary judgments entered against the Government. The
1994 amendments served to clarify that § 106 does, in fact,
“expressly provid[e] for a waiver of sovereign immunity . . .
with respect to monetary recoveries.” H. R. Rep. No. 103–
835, p. 42 (1994). But the amendments did not expand
§ 106's scope beyond what Congress envisioned in 1978.
Rather, their goal was “to make section 106 conform to the
Congressional intent of the Bankruptcy Reform Act of 1978.”
Ibid. (emphasis added).
In sum, § 106(a)'s enactment history—to the extent it plays
any role here—undercuts respondent's broad reading of
§ 106(a) and reaffrms what the statute's text makes evident:
that in waiving sovereign immunity “with respect to” § 544,
Congress did not alter the substantive elements of § 544
itself.
B
Respondent gains slightly more traction in arguing that
the Government's reading of § 106(a) would blunt the impact
of Congress's decision to include § 544 on the list of provi-
sions subject to § 106(a)'s immunity waiver. After all, re-
spondent says, if sovereign immunity bars every state-law
claim capable of furnishing the “applicable law” for a § 544(b)
suit, then—as a practical matter—no trustee could ever win
such a suit against the Government. Thus, respondent as-
serts, the Government's reading of § 106(a) effectively robs
the immunity waiver of any meaningful purpose with respect
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536 UNITED
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Opinion of the Court
to § 544; it simply grants federal courts jurisdiction over a
set
of inherently unwinnable claims.
We are not persuaded that the Government's reading ex-
tinguishes § 106(a)'s effect with respect to § 544. For one
thing, even if § 106(a) does not enable trustees to prevail
against the Government under § 544(b), they might still pre-
vail against the Government under § 544's other subprovi-
sion—subsection (a). As noted above, subsection (a), unlike
subsection (b), does not contain an actual-creditor require-
ment. A trustee can therefore use subsection (a) to set
aside certain transfers—specifcally, transfers of certain
liens—without identifying an actual creditor capable of inval-
idating those transfers under state law. And federal tax law
separately provides that tax liens held by the Federal Gov-
ernment may be invalidated under particular circumstances.
See 26 U. S. C. § 6323. As a result, a trustee can avoid trans-
fers of certain tax liens under § 544(a) without identifying an
actual creditor and without needing to identify a waiver of
immunity to sustain a claim under the Internal Revenue
Code. By giving courts jurisdiction to hear those types of
claims against the Government, then, § 106(a) serves a clear
purpose “with respect to” § 544.
Respondent rejects that understanding of § 106(a), insist-
ing that the waiver must be construed to give substantive
effect to all of § 544's subsections—not just subsection (a).
He stresses that § 106(a)(1)'s list of provisions refers to § 544
as a whole, without demarcating any specifc subsections.
But the same is true of the 58 other Bankruptcy Code provi-
sions on the list, many of which include subsections that
plainly do not implicate sovereign immunity at all. Section
303, for example, appears on the list even though subsection
(a) of that provision authorizes a kind of action—involuntary
bankruptcy petitions—that cannot be fled against the Gov-
ernment. The list also includes § 106 itself, despite the obvi-
ous incongruity of applying § 106(a) to its own waiver of sov-
ereign immunity. The sheer number of provisions on the
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537
Opinion of the Court
list with subsections that cannot plausibly be the subject of
an
immunity waiver rebuts respondent's strained reading of
§ 106(a).
It is also noteworthy that, in addition to the role that
§ 106(a) plays with respect to § 544(a), the waiver provision
serves an independent function with respect to § 544(b): It
grants federal courts jurisdiction to hear § 544(b) claims
brought against state governments. As outlined earlier,
§ 106(a) abrogates sovereign immunity not just for the Fed-
eral Government, but for any “governmental unit,” which
includes any “State.” § 101(27). At the time Congress
enacted § 106(a), a handful of States had chosen to subject
themselves to potential liability under their own fraudulent-
transfer statutes.
6
Section 106(a) thus granted federal courts
jurisdiction to hear § 544(b) suits against those States—juris-
diction that those courts would have otherwise lacked.
C
Respondent's argument also lacks support in our prece-
dent. Respondent cites our recent decision in Kirtz, 601
U. S. 42, as evidence that Congress sometimes waives sover-
eign immunity while simultaneously establishing a new sub-
stantive right against the Government. But the statutory
provision at issue in Kirtz bears little resemblance—in text,
structure, or operation—to § 106(a).
In Kirtz, we held that a provision of the Fair Credit Re-
porting Act that “explicitly permitted consumer claims for
damages against the government” also functioned as a
waiver of sovereign immunity for those claims. Id., at 51.
Our decision rested on the straightforward proposition that
“a cause of action authorizing suit against the government
may waive sovereign immunity even without a separate
waiver provision.” Id., at 53. That proposition is hardly
6
See, e. g., Ill. Comp. Stat., ch. 705, § 505/8(a) (West 1999); N. Y. Ct. Clms.
Act Law Ann. § 8 (West 1989); Ohio Rev. Code Ann. § 2743.02(A) (Lexis
1989).
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538 UNITED
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Opinion of the Court
controversial. If Congress establishes a cause of action
that
—by its own explicit terms—authorizes suits against the
Government, then Congress need not also enact an independ-
ent waiver of sovereign immunity.
That logic, however, has no bearing on the question at
issue here: namely, whether Congress waived sovereign im-
munity for a state cause of action that does not explicitly
authorize suits against the Government. Nothing in Kirtz
suggests that courts should presume, in the absence of ex-
plicit language to the contrary, that Congress has waived the
Federal Government's sovereign immunity for such claims.
If anything, Kirtz counsels in the opposite direction. Our
opinion there reaffrmed that “a waiver of sovereign immu-
nity must be `unmistakably clear in the language of the stat-
ute.' ” Id., at 49. And, once again, for all of the reasons
previously discussed, § 106(a) does not contain an “unmistak-
ably clear” waiver of immunity for state-law claims nested
within § 544(b)'s “applicable law” clause.
D
Finally, we decline respondent's invitation to affrm on
other grounds. As an alternative basis for ruling in his
favor, respondent proposes a novel reading of § 544(b) that
would purportedly allow a trustee to set aside a federal tax
payment without ever triggering the Federal Government's
sovereign immunity. Per that reading, the trustee could
satisfy the actual-creditor requirement by showing that “ap-
plicable” state law would permit a creditor to void the tax
payment by suing someone other than the United States.
Respondent claims that he can do that here because Utah
law would (in theory) permit an All Resort Group creditor
to void the 2014 tax payments by suing the two shareholders
who orchestrated those payments, neither of whom is pro-
tected by sovereign immunity.
We will not address this argument because it turns on
readings of both Utah law and § 544(b) that no other court
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539
Gorsuch, J., dissenting
has ever considered. Furthermore, respondent failed to
raise
this argument below. See Cameron v. EMW Women's
Surgical Center, P. S. C., 595 U. S. 267, 275 (2022) (“[I]f a
non-jurisdictional argument was not raised below, we gener-
ally will not consider it as an alternative ground for affrm-
ance”). Additionally, “the question [this argument] poses
has not been adequately briefed and argued” here. Granf-
nanciera, S. A. v. Nordberg, 492 U. S. 33, 38 (1989). We
therefore leave it to the courts below to decide whether re-
spondent may pursue this argument on remand.
7
***
Section 106(a) of the Bankruptcy Code abrogates sover-
eign immunity for the federal cause of action created by
§ 544(b). It does not take the additional step of abrogating
sovereign immunity for whatever state-law claim supplies
the “applicable law” for a trustee's § 544(b) claim. Accord-
ingly, the decision of the Tenth Circuit is reversed.
It is so ordered.
Justice Gorsuch, dissenting.
The Court has often warned against “ `confus[ing] the doc-
trine of sovereign immunity with the requirement that a
plaintiff state a cause of action.' ” Pennhurst State School
and Hospital v. Halderman, 465 U. S. 89, 112 (1984) (quoting
Larson v. Domestic and Foreign Commerce Corp., 337 U. S.
682, 692–693 (1949)). Yet, to my eyes, the Court's decision
today “suffers a like confusion.” 465 U. S., at 112.
Three statutory provisions are relevant here. First is 11
U. S. C. § 106(a)(1), which waives the government's sovereign
immunity “with respect to” § 544 of the Bankruptcy Code.
Second is § 544(b)(1), which empowers a bankruptcy trustee
7
We express no view on the merits of this argument, and we likewise
decline to address the Government's alternative arguments concerning
preemption and the Appropriations Clause.
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540 UNITED
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Gorsuch, J., dissenting
to invoke the rights of “a creditor holding an unsecured
clai
m” to set aside any transfer “that is voidable under appli-
cable law.” And third is Utah's fraudulent-transfer statute,
which here supplies the “applicable law” for purposes of
§ 544(b)(1). Utah Code § 25–6–203(1) (2025).*
As I see it, those three provisions play out this way.
Under the Utah statute, a transfer is “voidable” if, after a
creditor's claim arose against the debtor, the debtor (1) “made
the transfer” (2) “without receiving a reasonably equivalent
value in exchange,” and (3) “was insolvent at the time.”
Ibid. Notably, no one before us disputes that these condi-
tions are satisfed here and a good fraudulent-transfer claim
exists. 71 F. 4th 1247, 1251 (CA10 2023). Thus, under “ap-
plicable law,” the relevant transfers are “voidable,” and the
bankruptcy trustee can use § 544(b)(1) to set them aside.
That remains true even though the trustee must sue the
United St ates to void the relevant transfers, because
§ 106(a)(1) bars the government from raising a sovereign-
immunity defense in the trustee's action.
The Court worries that my line of thinking would “modify
the elements of a § 544(b) claim.” Ante, at 529. More ex-
actly, the Court observes that, if a creditor sued the govern-
ment directly under Utah's fraudulent-transfer statute, the
government could interpose a successful sovereign-immunity
defense, and the creditor would lose. And, the Court fears,
reading § 106(a)(1) to allow a bankruptcy trustee to bring the
same claim under § 544(b)(1) would impermissibly “give the
trustee a substantive claim for relief against the Government
that does not `otherwise exist. ' ” Ante, at 530 (quoting
§ 106(a)(5); alterations omitted); ibid., n. 4 (expressing con-
cern that my reading would alter “a core substantive re-
quirement of the underlying § 544(b) claim”).
*As the majority notes, recent amendments to Utah's fraudulent-
transfer statute “are immaterial to the question presented.” Ante, at
525, n. 2.
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541
Gorsuch, J., dissenting
It seems to me, however, that the Court confates two dif-
ferent
things. Whether pursued by a private creditor or a
bankruptcy trustee, a good substantive claim for relief ex-
ists. No one disputes that a fraudulent transfer took place.
The question before us is a distinct one: Can the federal gov-
ernment defeat the claim by raising the affrmative defense
of sovereign immunity? With respect to a private creditor
pursuing relief in state court, the answer is yes. With re-
spect to a trustee pursuing relief in a federal bankruptcy
proceeding, the answer—thanks to § 106(a)(1)—is no. Ad-
mitting that much does not “modify the elements” of any
claim or “ `create any substantive claim for relief ' ” that did
not “ `otherwise exis[t].' ” Ante, at 529 (quoting § 106(a)(5)).
It merely acknowledges that in one setting, but not another,
Congress has chosen to waive an affrmative defense to an
otherwise valid claim.
For these reasons, I agree with the majority of circuits to
have considered the question that bankruptcy trustees may
avoid fraudulent transfers to the United States under
§ 544(b). See 71 F. 4th, at 1251–1252; In re DBSI, Inc., 869
F. 3d 1004 (CA9 2017); In re Yahweh Center, Inc., 27 F. 4th
960 (CA4 2022). As the Court concludes otherwise, I re-
spectfully dissent.
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Reporter’s Note
The attached opinion has been revised to refect the usual publication
and citation style of the United States Reports. The revised pagination
makes available the offcial United States Reports citation in advance of
publication. The syllabus has been prepared by the Reporter of Decisions
for the convenience of the reader and constitutes no part of the opinion of
the Court. A list of counsel who argued or fled briefs in this case, and
who were members of the bar of this Court at the time this case was
argued, has been inserted following the syllabus. Other revisions may
include adjustments to formatting, captions, citation form, and any errant
punctuation. The following additional edits were made:
None