Transform Holdco and the Sears liquidating trustee petitioned the Supreme Court to review the Second Circuit’s ruling in the long-running Mall of America lease dispute, according to Jones Day. The December 2024 appellate decision held that the atypical, decades-long MOAC arrangement was not a “true lease” governed by Bankruptcy Code section 365(d)(4), rejecting landlord MOAC Mall Holdings’ attempt to recapture the premises more than 60 years before the stated expiration date.

The ruling left the property interest with the Sears liquidating trust after the prior assumption and assignment to Transform was vacated. Under an earlier settlement, the trustee must either transfer that interest to Transform or provide Transform the equivalent economic benefit. The petition keeps the ultimate transfer mechanics—and the final disposition of this residual Sears asset—open after years of appellate litigation that already reached the Supreme Court once.