Page:MOAC Mall Holdings v. Transform Holdco.pdf/13

Rh We see nothing in §363(m)’s limits that purports to “gover[n] a court’s adjudicatory capacity.” Henderson, 562 U. S., at 435.

Start with the text. Far from addressing “ ‘a court’s authority,’ ” or “ ‘refer[ring] in any way to the jurisdiction of the district courts,’ ” Fort Bend County, 587 U. S., at ___ (slip op., at 9), §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 modif[y]” any covered authorization, with a proviso: Sometimes, the court’s exercise of power may not accomplish all the appellant wishes, because the reversal or modification 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. §363(m). Thus, the provision consists of a caveated constraint on the effect of a reversal or modification. 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 “revers[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 “significan[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,” required copyright-infringement plaintiffs to show, as a condition to suit, that the work at issue had been registered. Id., at 157–158. We found that the provision was nonjurisdictional, and thought it key that the provision expressly envisioned courts adjudicating some claims even absent registration, id., at 165, since it would have been “at least