MOAC Mall Holdings LLC v. Transform Holdco LLC

Mandatory rules within a statute do not necessarily make that statute jurisdictional. Henderson v. Shinseki, 562 U. S. 428, 435 (2011). The Court will treat a rule as jurisdictional “only if Congress says as much.” Boechler v. Commissioner of Internal Revenue, 596 U.S. ___ (2022).

Sears, Roebuck & Co. filed Chapter 11 bankruptcy and sold assets to respondent, including the right to designate leases. Sears owned property in a mall managed by petitioner and respondent leased that property to its subsidiary. Petitioner objected to the lease on grounds that respondent failed to show lessee met statutory requirements. 

11 U. S. C. § 363(m) limits judicial power to invalidate such leases and respondent argues that the statute is jurisdictional, precluding courts from hearing the case. Hamer v. Neighborhood Housing Services of Chicago, 583 U.S. ___ (2017). The Second Circuit agreed and dismissed. 

Petitioner assigned error, arguing that § 365(m) is not jurisdictional because mandatory rules within a statute do not necessarily make that statute jurisdictional. Henderson v. Shinseki, 562 U. S. 428, 435 (2011). 

The Court found no Congressional intent to make the statute jurisdictional and compared the case to Reed Elsevier, Inc. v. Muchnick, 559 U.S. 154 (2010), which held that the statute’s limit on judicial power assumed judicial jurisdiction. The Court further relied on Boechler v. Commissioner of Internal Revenue, 596 U.S. ___ (2022), which held it will treat a rule as jurisdictional “only if Congress says as much.” The statute is not jurisdictional.

Vacated and remanded.