Page:MOAC Mall Holdings v. Transform Holdco.pdf/8

4 against MOAC’s appeal. Because no stay was granted, the Assignment Order became effective, and Sears duly assigned the lease to Transform.

MOAC then appealed the Assignment Order to the District Court, which initially sided with MOAC and concluded that Transform did not satisfy the pertinent §365 adequate-assurance provisions. It thus vacated the Assignment Order (as relevant) “to the extent it approved” Sears’s assignment of the lease to Transform. In re Sears Holdings Corp., 613 B. R. 51, 79 (SDNY 2020) (Sears I). Transform sought rehearing and—notably—backed away from its previous disclaimers, arguing for the first time that §363(m) deprived the District Court of jurisdiction to grant MOAC’s requested relief. The District Court was “appalled” by Transform’s gambit of waiting to invoke §363(m) until after losing the merits of the appeal, but determined that Second Circuit precedent bound it to treat §363(m) as jurisdictional, and thus not subject to “waiver [or] judicial estoppel.” Sears II, 616 B. R., at 624–625. The District Court held that §363(m) was applicable and required it to dismiss the appeal, so it did so, leaving the Assignment Order unscathed. The Second Circuit affirmed, agreeing with the District Court’s characterization of §363(m) as jurisdictional, based on Second Circuit precedent.

We granted MOAC’s petition for certiorari to resolve the Circuit split that the Second Circuit’s ruling reinforced. 597 U. S. ___ (2022). Before this Court, Transform not only defends the Second Circuit’s characterization of §363(m) as jurisdictional, but also urges us to dismiss this case on mootness grounds because the lease has already been transferred out of the estate via the assignment. Brief for Respondent 19–24.