MOAC: a sale appeal restriction is not a jurisdictional bar

The issue

MOAC Mall Holdings LLC v. Transform Holdco LLC concerned whether 11 U.S.C. § 363(m), which protects certain good-faith bankruptcy transactions on appeal, limits a court's jurisdiction.

The decision

The Supreme Court unanimously held that section 363(m) is not jurisdictional. That classification matters because jurisdictional rules receive different treatment from ordinary legal restrictions, including in relation to forfeiture and waiver.

What remains important

The ruling does not make every completed sale reversible. The statutory restriction remains relevant, and the availability of relief still depends on the particular appeal and transaction. The Court returned the case for further proceedings rather than awarding the appellant its requested substantive relief.

Reading a sale order

This note addresses the April 2023 opinion, not later proceedings in the dispute.

• Identify the transaction and the order being challenged.
• Locate any findings about good faith and any stay pending appeal.
• Separate the ability of the court to hear the appeal from the relief it can grant.