Volume 598 U. S. Part 1 Pages 288–305

OFFICIAL REPORTS OF

THE SUPREME COURT April 19, 2023

Page Proof Pending Publication

REBECCA A. WOMELDORF reporter of decisions

NOTICE: This preliminary print is subject to formal revision before the bound volume is published. Users are requested to notify the Reporter of Decisions, Supreme Court of the United States, Washington, D.C. 20543, pio@supremecourt.gov, of any typographical or other formal errors. 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- ruptcy 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 Page Proof Pending Publication 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. Cite 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 i