Swiss Re v. Fieldwood Energy, 93 F.4th 817

Fieldwood Energy LLC filed for Chapter 11 bankruptcy in August 2020 due to financial distress from declining oil prices, the COVID-19 pandemic, and decommissioning liabilities.
The Debtors' reorganization plan required selling assets in a Credit Bid Sale (~$1.03 billion), divisive mergers, and asset abandonment with government agreements to address decommissioning obligations.
A key dispute was whether the subrogation rights of sureties (who had issued surety bonds to the Debtors) would survive bankruptcy; the bankruptcy court ruled they would not.
The bankruptcy court found the sale was 'unlikely to close' if modified to allow subrogation rights, a condition that was critical for government approval.
The sureties appealed the stripping of their subrogation rights, but the district court dismissed their appeal as statutorily and equitably moot because no stay had been obtained and the plan was substantially consummated.
On further appeal, the Fifth Circuit focused on statutory mootness under Section 363(m) of the Bankruptcy Code and affirmed dismissal.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Does Section 363(m) bar appellate relief here?	MOAC Mall narrows Section 363(m) and should not bar.	Section 363(m) applies; appeal statutorily moot.	Section 363(m) applies; bars relief; not jurisdictional.
Effect of seeking, but not obtaining, a stay	Sought a stay, so Section 363(m) shouldn't apply.	Only obtaining, not seeking, a stay preserves the appeal.	Failure to obtain a stay is fatal under Section 363(m).
Was stripping subrogation rights integral to sale?	Not integral; thus not covered by Section 363(m).	Subrogation right removal was critical to sale closing.	Sale free and clear provision integral; Section 363(m) applies.
Did the district court incorrectly treat Section 363(m) as jurisdictional?	Treated as jurisdictional; that's wrong under MOAC Mall.	Court used proper nonjurisdictional analysis.	District court correctly applied Section 363(m) as nonjurisdictional.

In re Energytec, Inc., 739 F.3d 215 (5th Cir. 2013) (clarifies situations where Section 363(m) does not apply if claims are left unresolved at sale)
In re Pacific Lumber Co., 584 F.3d 229 (5th Cir. 2009) (explains effect of Section 363(m) in bankruptcy)
In re Walker Cnty. Hosp. Corp., 3 F.4th 229 (5th Cir. 2021) (reliance on obtaining a stay to preserve appellate issues under Section 363(m))
In re Sneed Shipbuilding, Inc., 916 F.3d 405 (5th Cir. 2019) (finality and certainty purpose of Section 363(m))
In re Bleaufontaine, Inc., 634 F.2d 1383 (5th Cir. 1981) (importance of finality in bankruptcy sales)