MOAC Mall Holdings LLC v. Transform Holdco LLC (21-1270)

argument 21-1270

MOAC Mall Holdings LLC v. Transform Holdco LLC

Supreme Court of the United States 1h 9m 7 speakers 8 chapters transcribed 7 days ago official recording ↗

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What is the central dispute between MOAC Mall Holdings and Transform Holdco in this case?

John G. Roberts 0:00

We'll hear argument next in twenty one twelve seventy. Moac Mall Holdings versus Transform Hold Coal LLC. Mr. Hallward Greenmeyer?

Unknown 0:12

Mr Chief Justice, it may it please the court. Because of the harsh consequences of designating a procedural prerequisite jurisdictional, this court requires a clear indication from Congress before it will treat a limit as such. Nothing in the text structure or context of Section three hundred sixty three M suggests, much less clearly reflects, that Congress ex intended the absence of a stay to deprive the appellate courts of jurisdiction. To the contrary, the text explicitly presupposes the exercise of appellate jurisdiction, including to reverse or modify a sale order. The provision merely limits the remedial consequences of such a ruling and then only if there was no stay. Transform's few appellate decisions concerning an earlier rule of bankruptcy procedure do not provide a clear indication of con jurisdictional character.

Unknown 1:08

None of the cases transform sites are from this court. and none actually designated the rule jurisdictional. Because the requirement of a stay is not jurisdictional, it was subject to waiver, forfeiture, and destoppel, each of which applies here. Transform assured the bankruptcy court that it would not invoke Section three sixty three B to defeat MOAC's uh appeal because Transform did not believe Section three hundred sixty three M applied, and Transform was right. The order under review did not authorise a sale under three hundred sixty three B. The asset sale had already closed. Rather the order authorised assumption and assignment of a lease under Section three hundred and sixty five. with no additional payment to the debtor.

Unknown 1:57

It does not defeat any congressional limit on the court's power to hold transformed the position it took. in the bankruptcy court. Finally, Transform's alternative argument that the leases transferred deprived the appellate courts of jurisdiction to review the assignment or is confused on multiple levels. It wrongly assumes that bankruptcy court's jurisdiction is solely in REM, which this court has rejected. But even if it were, this court has made clear that the transfer of the res does not deprive the appellate courts of jurisdiction, whereas here the transferee is a party to the proceedings. I welcome the court's questions.

Clarence Thomas 2:38

Non jurisdiction question, but I think I've almost had my fill of that. Um the um Could you just take a second to uh explain uh what provision you rely on to as the uh uh uh to challenge the lease assignment.

Unknown 2:57

We argue that the uh the less the the assignee did not satisfy adequate assurance of future performance. And that's in three sixty five be uh one Uh C and also three hundred and sixty five B three A. So the bankruptcy code requires it's it's very very protective of mall owners. Congress was very solicitous of them and it provided that both in order to assume and to assign a shopping center lease, the the a uh debtor and the assignee would have to show that there would be adequate p assurance of future performance. And that required specifically showing that the assignee had the same financial wherewithal and operation experience as the the original lessee here, Sears, in 1991, and the District Court held that that was not met here.

Clarence Thomas 3:55

As a practical matter, what uh what would the difference be?

Unknown 3:59

Well on on remand, we believe that MOAC would be entitled to recover the property because the time to designate and assume and assign the lease has now expired. But even if we were not right on that, at the very least, MOAC would be entitled to an assignee that satisfied that statutory requirement, which would also protect the mall's interest. Of course, whether we are entitled to understanding the process of the process of the pro Neither of those reliefs is a merits question. It does not go to this court's jurisdiction.

John G. Roberts 4:34

Does um your argument depend upon their being Issues. that could be raised that do not go to the authorisation of the sale uh or lease. In other words. I understand the argument that this doesn't bar jurisdiction