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MOAC Mall Holdings LLC v. Transform Holdco LLC, et al.
Paid petition · United States Court of Appeals for the Second Circuit, No. 20- 1846L · judgment December 17, 2021
Before the decision, about 2.5× the 4.1% base rate. The model weighted this up for counsel with five or more prior petitions here, a Second Circuit decision below, and a circuit split argued in the petition, and down for a business respondent.
Question presented
In Arbaugh v. Y & H Corp., this Court clarified that limitations on judicial relief should not be treated as jurisdictional absent a clear statement by Congress. At least six circuits have held that 11 U .S.C. 363(m) does not limit the appellate courts' jurisdiction to review unstayed bankruptcy court sale orders, but rather limits only the remedies available in such an appeal. By its plain terms, Section 363(m) presupposes a "reversal or modification on appeal" of a sale order, and specifies only that such reversal or modification "does not affect the validity of [the] sale" to a good faith purchaser, leaving the courts free to fashion other remedies without that effect. In the present case, the Second Circuit held, to the contrary, that Section 363(m) deprived the appellate courts of jurisdiction over an appeal from a lease assignment order deemed "integral" to an already completed sale order, notwithstanding that: the sale order was not contingent on the assignment; the sale price was fixed without regard to whether the lease could be assigned; and respondent had expressly waived (in successfully opposing a stay) any argument that Section 363(m) would bar appellate review. A month later, the Fifth Circuit re-confirmed that it also treats Section 363(m) as jurisdiction-stripping. The question presented is: Whether Bankruptcy Code Section 363(m) limits the appellate courts' jurisdiction over any sale order or order deemed "integral" to a sale order, such that it is not subject to waiver, and even when a remedy could be fashioned that does not affect the validity of the sale.
Counsel of record
For petitioner
Douglas Harry Hallward-Driemeier
Ropes & Gray, LLP
For respondent
George Eric Brunstad Jr.
Dechert LLP
Case
Conference history
Distributed for 2 conferences
Amicus briefs
2 merits
(2 supporting pet./neither)
Argument & decision
Argued December 5, 2022 — Douglas H. Hallward-Driemeier · G. Eric Brunstad. Audio and transcript
Decided April 19, 2023. Opinion by Jackson.
Proceedings
- May 22 2023Judgment issued.
- May 17 2023Record returned to the U.S.D.C. for the Southern District of New York (1 envelope with sealed documents 18, 19 & 21).
- Apr 19 2023Judgment VACATED and case REMANDED. Jackson, J., delivered the opinion for a unanimous Court.
- Jan 20 2023Record received from the U.S.D.C. for the Southern District of New York (1 envelope with sealed documents 18, 19 & 21).
- Dec 05 2022Argued. For petitioner: Douglas H. Hallward-Driemeier, Washington, D. C.; and Colleen R. Sinzdak, Assistant to the Solicitor General, Department of Justice, Washington, D. C. (for United States, as amicus curiae.) For respondents: G. Eric Brunstad, Jr., New Haven, Conn.
- Nov 18 2022Reply of petitioner MOAC Mall Holdings LLC filed. (Distributed)
- Nov 07 2022Motion of the Solicitor General for leave to participate in oral argument as amicus curiae, for divided argument, and for enlargement of time for oral argument GRANTED.
- Oct 28 2022Record requested from the U.S.C.A. 2nd Circuit.
- Oct 28 2022Record received from the U.S.C.A. for the Second Circuit. The record is electronic and available on PACER, excluding one sealed item (docket 82) which was transmitted electronically.
- Oct 25 2022CIRCULATED.
- Oct 24 2022Motion of the Solicitor General for leave to participate in oral argument as amicus curiae, for divided argument, and for enlargement of time for oral argument filed.
- Oct 19 2022Brief of respondent Transform Holdco LLC filed.
- Oct 18 2022SET FOR ARGUMENT on Monday, December 5, 2022.
- Sep 08 2022Blanket Consent filed by Respondent, Transform Holdco LLC and Sears Holdings Corporation
- Sep 06 2022Brief amicus curiae of United States filed.
- Aug 30 2022Brief amici curiae of The Hon. Judith Fitzgerald (Bankruptcy Judge, Ret.), et al. filed.
- Aug 29 2022Brief of petitioner MOAC Mall Holdings LLC filed.
- Aug 29 2022Joint appendix filed. (Statement of costs filed)
- Aug 23 2022Blanket Consent filed by Petitioner, MOAC Mall Holdings LLC
- Jul 22 2022Motion to extend the time to file the briefs on the merits granted. The time to file the joint appendix and petitioner's brief on the merits is extended to and including August 29, 2022. The time to file respondents' on the merits is extended to and including October 19, 2022.
- Jul 12 2022Motion for an extension of time to file the briefs on the merits filed.
- Jun 27 2022Petition GRANTED.
- Jun 21 2022DISTRIBUTED for Conference of 6/23/2022.
- May 31 2022DISTRIBUTED for Conference of 6/16/2022.
- May 31 2022Reply of petitioner MOAC Mall Holdings LLC filed. (Distributed)
- May 27 2022Waiver of the 14-day waiting period for the distribution of the petition under Rule 15.5 filed by petitioner.
- May 20 2022Brief of respondents Transform Holdco LLC and Sears Holdings Corporation in opposition filed.
- Mar 25 2022Motion to extend the time to file a response is granted and the time is extended to and including May 20, 2022.
- Mar 24 2022Motion to extend the time to file a response from April 20, 2022 to May 20, 2022, submitted to The Clerk.
- Mar 17 2022Petition for a writ of certiorari filed. (Response due April 20, 2022)