Page:MOAC Mall Holdings v. Transform Holdco.pdf/17

Rh express contemplation that courts can touch—and affect the validity of—certain sales or leases (e.g., those made to bad-faith purchasers) due to reversals or modifications of covered authorizations even though the property concerned has left the estate. Consequently, even if §363(m) mirrors traditional in rem jurisdiction, it does not seem to reflect what Transform wishes to see.

What is more, to the extent that a lower court can act with respect to the res at all, surely it can only do so while exercising congressionally conferred jurisdiction. Celotex Corp. v. Edwards, 514 U. S. 300, 307 (1995). Applied here, that principle puts Transform on the horns of a dilemma. If a court, consistent with §363(m), issues a judgment affecting a consummated sale’s validity that draws on any in rem jurisdiction the Code confers in §1334, that conferral authorizes the exercise of in rem power with respect to a res that has left the estate. Section 363(m) could hardly “confirm” a supposed traditional truth that its concept of jurisdiction rejects. But if that hypothetical judgment draws on a non-in rem source of jurisdiction, then §363(m)’s power source is even further disconnected from Transform’s contested claims about traditional in rem jurisdiction. Either way, §363(m) tells a jurisdictional tale inconsistent with the one Transform needs.

In the end, then, Transform’s claims about traditional in rem jurisdiction are red herrings. Section 363(m) is what matters, and Congress has not clearly stated that the provision is a limit on judicial power, rather than a mere restriction on the effects of a valid exercise of that power when a party successfully appeals a covered authorization.