Page:MOAC Mall Holdings v. Transform Holdco.pdf/2

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MOAC MALL HOLDINGS LLC v. TRANSFORM HOLDCO LLC

Syllabus

MOAC’s appeal. After the Assignment Order became effective, Sears assigned the lease to Transform’s designee, and MOAC appealed the Assignment Order. The District Court sided with MOAC on the adequate-assurance issue. Transform filed for rehearing, arguing that §363(m) deprived the District Court of jurisdiction. The District Court determined that Second Circuit precedent bound it to treat §363(m) as jurisdictional and dismissed the appeal. The Second Circuit affirmed.

Held: Section 363(m) is not a jurisdictional provision. Pp. 5–15.

(a) This case is not moot. Transform argues that this case is moot because MOAC’s ultimate relief hinges on the Bankruptcy Court’s ability 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.’ ” Chafin v. Chafin, 568 U. S. 165, 172. As in Chafin, 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 Chafin. This Court declines to act as a court of “first view” to determine if Transform is correct that no relief remains legally available. Zivotofsky v. Clinton, 566 U. S. 189, 201. Pp. 5–6.

(b) Section 363(m) is not a jurisdictional provision under this Court’s clear-statement precedents. Pp. 7–15.

(1) Congressional statutes are replete with “preconditions to relief,” Fort Bend County v. Davis, 587 U. S. ___, ___, such as filing deadlines, see United States v. Kwai Fun Wong, 575 U. S. 402, 410, and exhaustion 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 clarified 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 Congress “ ‘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