Full Opinion

United States Court of Appeals For the Eighth Circuit ___________________________ No. 26-1086 ___________________________ In re: Billy Joe Roper, Jr.; Vanessa Gabrielle Roper, formerly known as Vanessa G. Riffenburg Debtors ------------------------------ Logan R. Riffenburg Respondent - Appellant v. Mark Randy Rice Trustee - Appellee ____________ Appeal from United States Bankruptcy Appellate Panel for the Eighth Circuit ____________ Submitted: September 22, 2026 Filed: November 4, 2026 ____________ Before GRUENDER, KELLY, and KOBES, Circuit Judges. ____________ GRUENDER, Circuit Judge. In August 2021, Logan Riffenburg and his wife Vanessa Roper purchased property in Mountain View, Arkansas. Less than a year later, the couple divorced. Riffenburg and Roper were each left with one-half interest in the property. Roper remarried. In March 2023, with her new husband, she petitioned for bankruptcy relief under Chapter 7 of the Bankruptcy Code. See 11 U.S.C. §§ 701-784. The Bankruptcy Code empowers a bankruptcy trustee, “after notice and a hearing,” to “use, sell, or lease” the bankruptcy estate’s property as appropriate under the circumstances. See 11 U.S.C. § 363(b). Pursuant to that provision, the Trustee of Roper’s estate filed a motion in the bankruptcy court seeking approval of a proposed sale of Roper’s interest in the Arkansas property to Blue Sun Capital LLC. Riffenburg objected to the sale. The court overruled the objection, noting that the Trustee was entitled to proceed with the sale arrangement because it was “in good faith, for fair value, and in the best interest of all parties.” “[T]he Trustee has the right to” “sell . . . the debtor’s interest,” the bankruptcy court explained. “In fact, he has the obligation to do that.” In its analysis, the bankruptcy court did not mention the good faith of the purchaser.1 Instead, it focused exclusively on the good faith of the Trustee’s efforts in conducting the sale. Critically, Riffenburg never challenged the good faith of the purchaser before the bankruptcy court, calling into question only the decision of the Trustee to sell the relevant property interest. After the bankruptcy court approved the sale, Riffenburg appealed to the Bankruptcy Appellate Panel for the Eighth Circuit (BAP) and moved for a stay pending appeal in the bankruptcy court. The bankruptcy court denied the motion. Months later, Riffenburg renewed his motion for a stay pending appeal before the 1 Indeed, at oral argument, the Trustee conceded that the bankruptcy court made no specific finding one way or another as to the good faith of the purchaser. -2- BAP. A few weeks after that, with Riffenburg’s motion still pending, the Trustee filed a motion to dismiss the appeal. He explained that the sale had been consummated and argued that the appeal was therefore statutorily moot under 11 U.S.C. § 363(m). A divided panel of the BAP granted the Trustee’s motion, dismissed the appeal, and denied Riffenburg’s motion to stay as moot. In re Roper, 674 B.R. 649 (B.A.P. 8th Cir. 2025). Riffenburg appeals, urging us to hold that § 363(m) does not moot his appeal to the BAP. “We review a dismissal for mootness de novo.” In re AFY, 734 F.3d 810, 816 (8th Cir. 2013). Section 363(m) provides that The reversal or modification on appeal of an authorization under subsection (b) or (c) of this section of a sale or lease of property does not affect the validity of a sale or lease under such authorization to an entity that purchased or leased such property in good faith, whether or not such entity knew of the pendency of the appeal, unless such authorization and such sale or lease were stayed pending appeal. We have dubbed this the “finality rule,” explaining that when it applies, it “moots any challenge to an order approving the sale of assets.” Humphrey v. Christopher, 146 F.4th 682, 687 (8th Cir. 2025). And we have explained that it applies when (i) an order approves the sale of assets to a good-faith purchaser, (ii) no party obtained a stay of the order of the sale pending appeal, and (iii) reversing or modifying the authorization to sell would affect the validity of the sale. In re Polaroid Corp., 611 F.3d 438, 440-41 (8th Cir. 2010). Here, the parties do not contest the second and third elements of the rule. Accordingly, the only issue in this appeal is whether the transaction at issue involved a sale to a good-faith purchaser. But Riffenburg never challenged the purchaser’s good faith in the bankruptcy court. Under our precedent, that failure is dispositive. -3- The key case is In re Rodriquez, 258 F.3d 757 (8th Cir. 2001). In Rodriquez, the bankruptcy court first entered an order approving a trustee’s sale of real estate, then entered an order reversing itself. Id. at 758. On appeal, the district court reversed and reinstated the approval order. Id. The objecting party appealed to our court, but while that appeal was pending, the trustee consummated the sale and sought dismissal of the appeal under § 363(m). Id. The court granted the motion, observing that “the finality rule . . . prevents the overturning of a completed sale to a good-faith purchaser in the absence of a stay.” Id. at 759 (citation modified). Contesting the application of that rule, the objecting party argued that the purchaser was “not a good-faith purchaser” and that “the record [was] replete with unexplained activity that appears to support a claim of lack of good faith and possible collusion between [the purchaser] and the [t]rustee.” Id. Nevertheless, the court explained that because the objector “did not challenge [the purchaser’s] status as a good-faith purchaser before the bankruptcy court . . . the issue was not preserved.” Id. Accordingly, the court dismissed the appeal. The upshot of Rodriquez is that even without an express finding of the purchaser’s good faith by the bankruptcy court, dismissal is required if (i) the objecting party did not challenge the purchaser’s good faith in the bankruptcy court, and (ii) the remaining requirements of § 363(m), other than that of good faith, are satisfied. Applying that precedent to this case requires affirming the BAP’s dismissal of this appeal. At no point in the bankruptcy-court proceedings did Riffenburg argue that Blue Sun Capital was not a good-faith purchaser of Roper’s interest in the Arkansas property. Under Rodriquez, Riffenburg’s failure to challenge Blue Sun Capital’s good faith in the bankruptcy court is dispositive. Riffenburg makes one argument to the contrary: that the bankruptcy court required him to present evidence of bad faith before the Trustee’s presentation of any evidence, and that his objection to that sequence was overruled. But a procedural objection to that order of operations is no substitute for a substantive objection to the purchaser’s good faith. And in any event, that sequence did not -4- deprive Riffenburg of the opportunity to present evidence that Blue Sun Capital lacked good faith—an opportunity he never pursued. Judge Norton dissented from the BAP’s order dismissing Riffenburg’s appeal. In so doing, she conceded that Riffenburg “did not challenge the purchaser’s good faith below and likewise does not do so on appeal.” In re Roper, 674 B.R. at 659 (Norton, J., dissenting). And she further conceded that under our precedent, “an opposing party may fail to preserve for appeal a good faith argument if it is not raised before the bankruptcy court and, that in the absence of any challenge, good faith is presumed.” Id. at 660 (citing Rodriquez, 258 F.3d at 759). Nevertheless, she concluded that those elements do not compel dismissal under § 363(m). In her view, our precedent has been invalidated by the Supreme Court’s decision in MOAC Mall Holdings LLC v. Transform Holdco LLC, 598 U.S. 288 (2023), leaving us—and the BAP—free to adopt an alternate view she believes is more faithful to the statute. Though he did not do so in his briefs, Riffenburg did, at oral argument, appear to take up Judge Norton’s view of MOAC’s effect on our precedent. But we disagree that Rodriquez, as relevant to this case, is no longer good law. MOAC resolved a simple question: “whether § 363(m) is a jurisdictional provision.” Id. at 297. It concluded that § 363(m) was not jurisdictional, id.—a holding admittedly at odds with our characterization of the issue in Rodriquez, where we understood ourselves to be addressing a “challenge[] to the court’s jurisdiction,” 258 F.3d at 759. But no matter the jurisdictional or non-jurisdictional nature of § 363(m), our bottom-line holding in Rodriquez remains undisturbed: to avoid mootness under that provision, a challenger to the sale of property by a bankruptcy trustee under § 363(b) must challenge the purchaser’s good faith in the bankruptcy court. Id. Riffenburg never did. Accordingly, “the issue was not preserved for appeal,” compelling dismissal. Id. 2 2 We are doubtful, however, that our holding in Rodriquez is faithful to the text of § 363(m). By its own terms, the statute only applies when a purchaser or lessor has “purchased or leased such property in good faith.” § 363(m). And “[a] finding of good faith is primarily a factual determination,” In re Armstrong, 285 F.3d 1092, -5- For the foregoing reasons, we affirm the BAP’s order dismissing Riffenburg’s appeal as statutorily moot. ______________________________ 1096 (8th Cir. 2002), and therefore “the sole province of the bankruptcy court,” In re Danduran, 657 F.3d 749, 753 (8th Cir. 2011). But in this case, “[t]he bankruptcy court made no specific findings regarding the good faith of the buyer,” Blue Sun Capital. In re Roper, 674 B.R. at 653. Accordingly, under the plain meaning of the statute, the record before us suggests that the mootness rule should not apply. Indeed, under such circumstances, at least one of our sister circuits has reversed the dismissal of a bankruptcy appeal for mootness under § 363(m)—even going so far as to “require[]” that any time “a bankruptcy court authorizes a sale of assets pursuant to [§] 363(b)(1), it … make a finding with respect to the good faith of the purchaser.” In re Abbotts Dairies of Penn., Inc., 788 F.2d 143, 148-50 (3d Cir. 1986). But we, by contrast, are bound by Rodriquez to affirm the dismissal of this appeal under the same statute. We note that in this case, correcting our approach may make no difference to the ultimate outcome because the record reflects no real dispute between the parties regarding the good faith of the purchaser. -6-