MOAC Mall Holdings LLC v. Transform Holdco LLC

P R E L I M I N A R Y P R I N T
Volume 598 U. S. Part 1
Pages 288–305
OFFICIAL REPORTS
OF
T H E S U P R E M E C O U R T
April 19, 2023
REBECCA A. WOMELDORF
reporter of decisions
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288 OCTOBER
TERM, 2022
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 bank-
r uptcy 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 re-
quired 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 fled an ob-
jection 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 inter-
ested 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 modifcation 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 de-
scribed in § 363(m), and emphasizing Transform's explicit representation
that it would not invoke § 363(m) against MOAC's appeal. After the
Assignment Order became effective, Sears assigned the lease to Trans-
form's designee, and MOAC appealed the Assignment Order. The Dis-
trict Court sided with MOAC on the adequate-assurance issue. Trans-
form fled for rehearing, arguing that § 363(m) deprived the District
Court of jurisdiction. The District Court determined that Second Cir-
cuit precedent bound it to treat § 363(m) as jurisdictional and dismissed
the appeal. The Second Circuit affrmed.

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as: 598 U. S. 288 (2023)
289
Syllabus
Held: Section 363(m) is not a jurisdictional provision. Pp. 295–305.
(
a) This case is not moot. Transform argues that this case is moot
because MOAC's ultimate relief hinges on the Bankruptcy Court's abil-
ity 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.' ” Chafn
v. Chafn, 568 U. S. 165, 172. As in Chafn, 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 Chafn. This Court declines to act as a court of “frst
view” to determine if Transform is correct that no relief remains legally
available. Zivotofsky v. Clinton, 566 U. S. 189, 201. Pp. 295–296.
(b) Section 363(m) is not a jurisdictional provision under this Court's
clear-statement precedents. Pp. 297–305.
(1) Congressional statutes are replete with “preconditions to re-
lief,” Fort Bend County v. Davis, 587 U. S. –––, –––, such as fling dead-
lines, see United States v. Kwai Fun Wong, 575 U. S. 402, 410, and ex-
haustion 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 clarifed 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 Con-
gress “ `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
merely “plausible” or “better” than nonjurisdictional alternatives. Id.,
at –––. Pp. 297–298.
(2) The Court identifes 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 juris-
diction of district courts. Instead, the provision takes as a given the
exercise of judicial power over any “authorization under subsection (b)”

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Syllabus
and explicitly contemplates that appellate courts might “revers[e] or
modi
f[y]” any covered authorization, even though a reversal or modif-
cation 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 stat-
utory caveats as “signifcan[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 specifed times,” Henderson, 562 U. S.,
at 435.
Statutory context further clinches the case. Section 363(m) is sep-
arated from the Code provisions that recognize federal courts' jurisdic-
tion 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 suffce to make it jurisdictional,
as the Court routinely holds statutory commands nonjurisdictional not-
withstanding emphatic directives. Pp. 299–301.
(3) Transform's creative arguments do not excavate a clear state-
ment 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 refects those principles. This fol-
lows, Transform says, because § 363(m) operates to ensure that (absent a
stay) courts cannot disturb a transfer to a good-faith purchaser, thereby
confrming that the court lacks a basis to exercise in rem jurisdiction
over it. Setting aside MOAC's credible retort to this argument, Trans-
form'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 Proce-
dure 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 Con-
gress transplanted Rule 805 wholesale into § 363(m). But this argu-
ment fails at the gate: Every lower court case Transform cites for sup-
port predates § 363(m)'s 1978 enactment, and thus long predates the

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Opinion of the Court
Court's modern efforts on jurisdictional nomenclature. The Court rou-
ti
nely rejects such arguments, and does so here. Pp. 301–305.
Vacated and remanded.
Jackson, J., delivered the opinion for a unanimous Court.
Douglas Hallward-Driemeier argued the cause for peti-
tioner. With him on the briefs were Gregg M. Galardi, An-
drew G. Devore, Daniel G. Egan, Gregory S. Otsuka, and
Thomas J. Flynn.
Colleen E. Roh Sinzdak argued the cause for the United
States as amicus curiae urging reversal. With her on the
brief were Solicitor General Prelogar, Principal Deputy
Assistant Attorney General Boynton, Deputy Solicitor Gen-
eral Gannon, and Mark B. Stern.
G. Eric Brunstad, Jr., argued the cause for respondents.
With him on the brief were David A. Herman, Amy R. Wolf,
M i chael H. Cassel, R. Crai g Mar t in, and I l an a H.
Eisenstein.*
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 bank-
ruptcy estate's property outside of the ordinary course of the
bankrupt entity's business. 11 U. S. C. § 363(b). Interested
parties may fle 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 ef-
fect of such an appeal, if successful.
Specifcally, § 363(m) states that
“[t]he reversal or modifcation on appeal of an authoriza-
tion under [§ 363(b) or § 363(c)] of a sale or lease of prop-
erty does not affect the validity of a sale or lease under
such authorization to an entity that purchased or leased
*David R. Kuney fled a brief for the Hon. Judith Fitzgerald et al. as
amici curiae urging reversal.
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such property in good faith, whether or not such entity
knew
of the pendency of the appeal, unless such authori-
zation and such sale or lease were stayed pending
appeal.”
Accordingly, sometimes, a successful appeal of a judicial au-
thorization to sell or lease estate property will not impugn
the validity of a sale or lease made under that authorization.
In th is case, we are ca l led 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) fled for Chapter 11 bankruptcy. That fling created
a bankruptcy estate that included (with exceptions not rele-
vant 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).
Sears self-administered, and as a debtor in possession, Sears
had statutorily qualifed 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 Hold-
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as: 598 U. S. 288 (2023)
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Opinion of the Court
ings Corp., 616 B. R. 615, 619 (SDNY 2020) (Sears II). The
agreement
did not actually designate any assignees; it sim-
ply 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 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 “ade-
quate assurance of future performance by the assignee,”
§ 365(f )(2)(B), and further establishes specia l 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 . . . fnancial 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 pro-
vide the requisite adequate assurance of future performance
by Transform. The Bankruptcy Court disagreed and ap-
proved 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 pic ture. 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
1
This corporate distinction is immaterial for present purposes, so we
refer collectively to Transform and its subsidiary as “Transform.”
2
Whether this fear was justifed under a proper interpretation of
§ 363(m) is a question we need not, and so do not, decide today.
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Order. The Bankruptcy Court denied MOAC's request for
a
stay. The court reasoned that an appeal of the Assign-
ment 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)
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 Dis-
trict Court, which initially sided with MOAC and concluded
that Transform did not satisfy the pertinent § 365 adequate-
assurance provisi ons. It thus vacated the Assig nment
Order (as relevant) “to the extent it approved” Sears's as-
signment 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 previ-
ous disclaimers, arguing for the frst time that § 363(m) de-
prived 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 affrmed, agreeing with the District Court's
characterization of § 363(m) as jurisdictional, based on Sec-
ond 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 de-
3
Compare, e. g., In re Stan ford, 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).
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fends the Second Circuit's characterization of § 363(m) as ju-
r
isdictional, but also urges us to dismiss this case on moot-
ness grounds because the lease has already been transferred
out of the estate via the assignment. Brief for Respondent
19–24.
II
We frst address Transform's mootness claim. A “case be-
comes moot only when it is impossible for a court to grant
any effectual relief whatever to the prevailing party.”
Chafn v. Chafn, 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 out-
come 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 ef-
fectual relief, irrespective of our answer to the question
presented.
Our cases disfavor these kinds of mootness arguments.
In Chafn, for example, a mother invoking the Hague Con-
vention on the Civil Aspects of International Child Abduc-
tion 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
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a concomitant “ `re-return' ” order, id., at 171, 173, but in the
i
nterim 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 mootness hold-
ing 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 pow-
ers.” Id., at 174. We disagreed. We said her argument
went “to the meaning of the Convention and the legal avail-
ability of a certain kind of relief,” and thus “confuse[d] moot-
ness with the merits.” Ibid. And, at least where the fa-
ther's contrary re-return argument was not “so implausible
that it [was] insuffcient to preserve jurisdiction,” his “pros-
pects of success [were] therefore not pertinent to the moot-
ness inquiry.” Ibid. (citing Steel Co. v. Citizens for Better
Environment, 523 U. S. 83, 89 (1998)).
So too here. Like the father in Chafn, MOAC simply
seeks “typical appellate relief: that the Court of Appeals re-
verse 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 re-
tort—which MOAC vigorously disputes—is simply that any
ultimate vacatur of the Assignment Order will not matter.
Chafn forecloses this kind of argument. Here, as else-
where, we decline to act as a court of “ `frst view,' ” plumbing
the Code's complex depths in “ `the frst 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
4
MOAC, naturally, disputes Transform's contentions. And MOAC's ar-
guments about legally available forms of relief are not “so implausible that
[they are] insuffcient to preserve jurisdiction.” Chafn, 568 U. S., at 174
(citing Steel Co. v. Ci t i zens for Better Env iro nmen t, 523 U. S. 83, 89
(1998)). We need not take a defnitive position on the correct resolution
of Transform's elaborate mootness argument to be confdent that MOAC's

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III
W
ith 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 liti-
gants that serve as “preconditions to relief.” Fort Bend
County v. Davis, 587 U. S. –––, ––– (2019). Filing deadlines
are classic examples. United States v. Kwai Fun Wong, 575
U. S. 402, 410 (2015). So are preconditions to suit, like ex-
haustion 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 re-
lief.” 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 signifcant because it carries
with it unique and sometimes severe consequences. An
unmet jurisdictional precondition deprives courts of power
to hear the case, thus requir i ng i mmediate dismissa l.
Hamer v. Neighborhood Housing Servs. of Chicago, 583 U. S.
17, ––– – ––– (2017). And jurisdictional rules are impervious
to excuses like waiver or forfeiture. Boechler v. Commis-
sioner, 596 U. S. –––, ––– (2022). Courts must also raise and
enforce them sua sponte. Fort Bend County, 587 U. S.,
at –––.
This case exemplifes why the distinction between nonju-
risdictional and jurisdictional preconditions matters. In
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' ”).
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light of Transform's belated invocation of § 363(m), the Dis-
tr
ict Court stated that, “if ever there were an appropriate
situation for the application of judicial estoppel, this would
be it.” Sears II, 616 B. R., at 627. But not even such egre-
gious conduct by a litigant could permit the application of
judicial estoppel as against a jurisdictional rule.
In view of these consequences and our past sometimes-
loose use of the word “jurisdiction,” we have endeavored “to
bring some discipline” to this area. Henderson, 562 U. S.,
at 435. We have clarifed that jurisdictional rules pertain to
“ ` “the power of the court rather than to the rights or obliga-
tions 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 –––.
This clear-statement rule implements “Congress' likely in-
tent” regarding whether noncompliance with a precondition
“governs a court's adjudicatory capacity.” Henderson, 562
U. S., at 435–436. We have reasoned that Congress ordi-
narily 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); Hamer, 583 U. S., at ––– ( jurisdictional
character is an exception “to the ordinary operation of our
adversarial system”); Fort Bend County, 587 U. S., at –––
(noting the sometimes “ `[h]arsh' ” consequences of enforce-
ment of jurisdictional rules, including waste of judicial re-
sources and unfairness to the litigants).
That said, Congress need not use “ `magic words' ” to con-
vey its intent that a statutory precondition be treated as
jurisdictional. Boechler, 596 U. S., at –––. “ `[T]raditional
tools of statutory construction' ” can reveal a clear state-
ment. Ibid. But the statement must indeed be clear; it is
insuffcient that a jurisdictional reading is “plausible,” or even
“better,” than nonjurisdictional alternatives. Id., at –––.
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B
W
e see nothing in § 363(m)'s limits that purports to “gov-
er[n] a court's adjudicatory capacity.” Henderson, 562 U. S.,
at 435.
Start with the text. Far from addressing “ `a court's au-
thority,' ” or “ `refer[ring] in any way to the jurisdiction of
the district courts,' ” Fort Bend County, 587 U. S., at –––,
§ 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 mod-
if[y]” any covered authorization, with a proviso: Sometimes,
the court's exercise of power may not accomplish all the ap-
pellant wishes, because the reversal or modifcation of a cov-
ered 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 modifcation. 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 “re-
vers[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 “signifcan[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,” re-
quired copyright-infringement plaintiffs to show, as a condi-
tion to suit, that the work at issue had been registered. Id.,
at 157–158. We found that the provision was nonjurisdic-
tional, and thought it key that the provision expressly envi-
sioned courts adjudicating some claims even absent registra-
tion, id., at 165, since it would have been “at least unusual
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to ascribe jurisdictional signifcance 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) (statu-
tory provision was not jurisdictional, for it did not speak to
the “ `classes of cases' ” the court was “competent to adjudi-
cate” but to “proceedings auxiliary to cases already within
that cour t's adjudicatory author ity”). 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 specifed
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 non-
jurisdictional status).
5
And § 363(m) does not contain any
“clear tie” to the Code's plainly jurisdictional provisions.
Boechler, 596 U. S., at –––. Nor does the Code lack for ex-
amples of such ties: Consider 11 U. S. C. § 305(c), which di-
rects that certain judicial orders are “not reviewable by ap-
5
Section 1334 grants bankruptcy jurisdiction to the district courts in
the frst instance, and those courts may “refe[r]” such jurisdiction to bank-
ruptcy courts under prescribed circumstances. Wellness Int'l Network,
Ltd. v. Sharif, 575 U. S. 665, 670–671 (2015).
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301
Opinion of the Court
peal or otherwise by the court of appeals” under § 158(d) (the
Code
provision that recognizes the courts of appeals' juris-
diction in bankruptcy matters).
6
It also does not suffce that § 363(m) issues directions, as
Transform occasionally intimates. We routinely hold that
congressional commands are nonjurisdictional despite em-
phatic directives.
7
Transform seems to ignore the possibil-
ity that § 363(m)'s particular “statutory limitation[s],” Ar-
baugh, 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 ex-
cavates 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, 39–40, 42. Appealing to “traditional principles of in rem
jurisdiction,” Transform reasons that the transfer of a res to
6
To 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.
7
See, e. g., Musacchio v. United States, 577 U. S. 237, 246 (2016) (a fed-
eral criminal statute commanding that “ `no person shall be prosecuted,
tried, or punished for any offense' ” unless the charging document is fled
within fve 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) (collecting further cases).
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302 MOA
C MALL HOLDINGS LLC v. TRANSFORM HOLDCO LLC
Opinion of the Court
a good-faith purchaser removes it from the bankruptcy es-
t
ate, 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 “confrm[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, Trans-
form'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 –––. 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 cer-
tainly has not shown that § 363(m)'s supposed alignment with
allegedly pre-existing jurisdictional truths is so powerful
that it nullifies these otherwise compelling nonjurisdic-
tional inferences.
Section 363(m)'s operation further derails this bankshot
argument. Transform's assertion is that § 363(m) is jurisdic-
tional because it “confrms” a traditional truth that bank-
ruptcy courts exercising in rem jurisdiction cannot touch a
res that is transferred out of the estate. Brief for Respond-
ent 39. But that sits uncomfortably with § 363(m)'s 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 modifcations of covered au-
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Opinion of the Court
thorizations even though the property concerned has left the
est
ate. Consequently, even if § 363(m) mirrors traditional
in rem jurisdiction, it does not seem to refect what Trans-
form 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 exer-
cising 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 juris-
diction 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 “confrm” a sup-
posed traditional truth that its concept of jurisdiction re-
jects. 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 Trans-
form 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 provi-
sion is a limit on judicial power, rather than a mere restric-
tion on the effects of a valid exercise of that power when a
party successfully appeals a covered authorization.
2
Transform's second major salvo fares no better. It points
to former Federal Rule of Bankruptcy Procedure 805, which
8
This 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).
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304 MOA
C MALL HOLDINGS LLC v. TRANSFORM HOLDCO LLC
Opinion of the Court
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 con-
summated 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 Con-
gress then built into § 363(m). But Transform trips over the
frst 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 ––– – –––.
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.
***
Nothing in Transform's creative arguments in this case
persuades us that § 363(m) is jurisdictional under our clear-
statement precedents. Because the Second Circuit's judg-
9
The Rule provided: “Unless an order approving a sale of property or
issuance of a certifcate of indebtedness is stayed pending appeal, the sale
to a good faith purchaser or the issuance of a certifcate to a good faith
holder shall not be affected by the reversal or modifcation 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).

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305
Opinion of the Court
ment rested on the mistaken belief that § 363(m) is jurisdic-
ti
onal, we vacate that judgment and remand the case for
further proceedings consistent with this opinion.
10
It is so ordered.
10
The 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.
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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