FLORIDA DEPARTMENT OF REVENUE v. PICCADILLY CAFETERIAS, INC.

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33 OCTOBER TERM, 2007
Syllabus
FLORIDA DEPARTMENT OF REVENUE v.
PICCADILLY CAFETERIAS, INC.
certiorari to the united states court of appeals for
the eleventh circuit
No. 07–312. Argued March 26, 2008—Decided June 16, 2008
After respondent (Piccadilly) declared bankruptcy under Chapter 11, but
before its plan was submitted to the Bankruptcy Court, that court au
thorized Piccadilly to sell its assets, approved its settlement agreement
with creditors, and granted it an exemption under 11 U. S. C. § 1146(a),
which provides a stamp-tax exemption for any asset transfer “under a
plan confirmed under section 1129.” After the sale, Piccadilly filed its
Chapter 11 plan, but before the plan could be confirmed, petitioner Flor
ida Department of Revenue (Florida) objected, arguing that the stamp
taxes it had assessed on certain of the transferred assets fell outside
§ 1146(a)’s exemption because the transfer had not been under a con
firmed plan. The court granted Piccadilly summary judgment. The
Eleventh Circuit affirmed, holding that § 1146(a)’s exemption applies to
preconfirmation transfers necessary to the consummation of a confirmed
Chapter 11 plan, provided there is some nexus between such transfers
and the plan; that § 1146(a)’s text was ambiguous and should be inter
preted consistent with the principle that a remedial statute should be
construed liberally; and that this interpretation better accounted for
the practicalities of Chapter 11 cases because a debtor may need to
transfer assets to induce relevant parties to endorse a proposed plan’s
confirmation.
Held: Because § 1146(a) affords a stamp-tax exemption only to transfers
made pursuant to a Chapter 11 plan that has been confirmed, Piccadilly
may not rely on that provision to avoid Florida’s stamp taxes. The
most natural reading of § 1146(a)’s text, the provision’s placement within
the Bankruptcy Code, and applicable canons of statutory construction
lead to this conclusion. Pp. 38–52.
(a) Florida’s reading of § 1146(a) is the most natural. Contending
that the text unambiguously limits stamp-tax exemptions to postcon
firmation transfers made under the authority of a confirmed plan, Flor
ida argues that “plan confirmed” denotes a plan confirmed in the past,
and that “under” should be read to mean “with the authorization of ” or
“inferior or subordinate” to its referent, here the confirmed plan, see
Ardestani v. INS, 502 U. S. 129, 135. Piccadilly counters that the provi
sion does not unambiguously impose a temporal requirement, contend

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34 FLORIDA DEPT. OF REVENUE v. PICCADILLY
CAFETERIAS, INC.
Syllabus
ing that had Congress intended “plan confirmed” to mean “confirmed
plan,” it would have used that language, and that “under” is as easily
read to mean “in accordance with.” While both sides present credible
interpretations, Florida’s is the better one. Congress could have used
more precise language and thus removed all ambiguity, but the two
readings are not equally plausible. Piccadilly’s interpretation places
greater strain on the statutory text than Florida’s simpler construc
tion. And Piccadilly’s emphasis on the distinction between “plan con
firmed” and “confirmed plan” is unavailing because § 1146(a) specifies
not only that a transfer be “under a plan,” but also that the plan be
confirmed pursuant to § 1129. Ultimately this Court need not decide
whether § 1146(a) is unambiguous on its face, for, based on the parties’
other arguments, any ambiguity must be resolved in Florida’s favor.
Pp. 39–41.
(b) Even on the assumption that § 1146(a)’s text is ambiguous, reading
it in context with other relevant Code provisions reveals nothing justify
ing Piccadilly’s claims that had Congress intended § 1146(a) to apply ex
clusively to postconfirmation transfers, it would have made its intent
plain with an express temporal limitation, and that “under” should be
construed broadly to mean “in accordance with.” If statutory context
suggests anything, it is that § 1146(a) is inapplicable to preconfirmation
transfers. The provision’s placement in a subchapter entitled “POST-
CONFIRMATION MATTERS” undermines Piccadilly’s view that it ex
tends to preconfirmation transfers. Piccadilly’s textual and contextual
arguments, even if fully accepted, would establish at most that the stat
utory language is ambiguous, not that the purported ambiguity should
be resolved in Piccadilly’s favor. Pp. 41–47.
(c) The federalism canon articulated in California State Bd. of Equal
ization v. Sierra Summit, Inc., 490 U. S. 844, 851–852—that courts
should “ ‘proceed carefully when asked to recognize an exemption from
state taxation that Congress has not clearly expressed’ ”—obliges the
Court to construe § 1146(a)’s exemption narrowly. Piccadilly’s interpre
tation would require the Court to do exactly what the canon counsels
against: recognize an exemption that Congress has not clearly ex
pressed, namely, an exemption for preconfirmation transfers. The vari
ous substantive canons on which Piccadilly relies for its interpretation—
most notably, that a remedial statute should be construed liberally—are
inapposite in this case. Pp. 47–52.
484 F. 3d 1299, reversed and remanded.
Thomas, J., delivered the opinion of the Court, in which Roberts, C. J.,
and Scalia, Kennedy, Souter, Ginsburg, and Alito, JJ., joined.
Breyer, J., filed a dissenting opinion, in which Stevens, J., joined, post,
p. 53.

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35 Cite as: 554 U. S. 33 (2008)
Opinion of the Court
Scott D. Makar, Solicitor General of Florida, argued the
cause for petitioner. With him on the briefs were Bill Mc-
Collum, Attorney General, Craig D. Feiser, Deputy Solicitor
General, and Frederick F. Rudzik.
G. Eric Brunstad, Jr., argued the cause for respond
ent. With him on the brief were Robert A. Brundage,
Rheba Rutkowski, Collin O’Connor Udell, and Paul Steven
Singerman.*
Justice Thomas delivered the opinion of the Court.
The Bankruptcy Code provides a stamp-tax exemption for
any asset transfer “under a plan confirmed under [Chapter
11]” of the Code. 11 U. S. C. § 1146(a) (2000 ed., Supp. V).
Respondent Piccadilly Cafeterias, Inc., was granted an ex
emption for assets transferred after it had filed for bank
ruptcy but before its Chapter 11 plan was submitted to, and
confirmed by, the Bankruptcy Court. Petitioner, the Flor
ida Department of Revenue, seeks reversal of the decision of
*Briefs of amici curiae urging reversal were filed for the State of Illi
nois et al. by Lisa Madigan, Attorney General of Illinois, Michael A.
Scodro, Solicitor General, Jane Elinor Notz, Deputy Solicitor General, and
James D. Newbold, Assistant Attorney General, by Benna Ruth Solomon,
Michael A. Cardozo, Martha E. Johnston, Dennis J. Herrera, and Danny
Chou, and by the Attorneys General for their respective States as follows:
Troy King of Alabama, Dustin McDaniel of Arkansas, John W. Suthers
of Colorado, Richard Blumenthal of Connecticut, Joseph R. Biden III of
Delaware, Mark J. Bennett of Hawaii, Tom Miller of Iowa, Paul J. Mor
rison of Kansas, G. Steven Rowe of Maine, Douglas F. Gansler of Mary
land, Martha Coakley of Massachusetts, Michael A. Cox of Michigan, Lori
Swanson of Minnesota, Jeremiah W. (Jay) Nixon of Missouri, Catherine
Cortez Masto of Nevada, Kelly A. Ayotte of New Hampshire, Anne Mil
gram of New Jersey, Andrew M. Cuomo of New York, Marc Dann of
Ohio, W. A. Drew Edmondson of Oklahoma, Thomas W. Corbett, Jr., of
Pennsylvania, Mark L. Shurtleff of Utah, William H. Sorrell of Vermont,
Robert M. McKenna of Washington, Darrell V. McGraw, Jr., of West Vir
ginia, and Bruce A. Salzburg of Wyoming; and for the International City/
County Management Association et al. by Richard Ruda.
Richard Lieb filed a brief for Richard Aaron et al. as amici curiae urg
ing affirmance.

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36 FLORIDA DEPT. OF REVENUE v. PICCADILLY
CAFETERIAS, INC.
Opinion of the Court
the Court of Appeals upholding the exemption for Piccadil
ly’s asset transfer. Because we hold that § 1146(a)’s stamp
tax exemption does not apply to transfers made before a plan
is confirmed under Chapter 11, we reverse the judgment
below.
I
Piccadilly was founded in 1944 and was one of the Nation’s
most successful cafeteria chains until it began experiencing
financial difficulties in the last decade. On October 29, 2003,
Piccadilly declared bankruptcy under Chapter 11 of the
Bankruptcy Code, § 1101 et seq. (2000 ed. and Supp. V), and
requested court authorization to sell substantially all its
assets outside the ordinary course of business pursuant to
§ 363(b)(1) (2000 ed., Supp. V). Piccadilly prepared to sell
its assets as a going concern and sought an exemption from
any stamp taxes on the eventual transfer under § 1146(a) of
the Code.1 The Bankruptcy Court conducted an auction in
which the winning bidder agreed to purchase Piccadilly’s
assets for $80 million.
On January 26, 2004, as a precondition to the sale, Picca
dilly entered into a global settlement agreement with com
mittees of senior secured noteholders and unsecured credi
tors. The settlement agreement dictated the priority of
distribution of the sale proceeds among Piccadilly’s creditors.
On February 13, 2004, the Bankruptcy Court approved the
proposed sale and settlement agreement. The court also
ruled that the transfer of assets was exempt from stamp
taxes under § 1146(a). The sale closed on March 16, 2004.
Piccadilly filed its initial Chapter 11 plan in the Bank
ruptcy Court on March 26, 2004, and filed an amended plan
1 When litigation commenced in the lower courts, the stamp-tax exemp
tion was contained in § 1146(c) (2000 ed.). In 2005, Congress repealed
subsections (a) and (b), and the stamp-tax exemption was recodified as
§ 1146(a). See Bankruptcy Abuse Prevention and Consumer Protection
Act of 2005, § 719(b)(3), 119 Stat. 133. For simplicity, we will cite the
provision as it is currently codified.

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Opinion of the Court
on July 31, 2004.2 The plan provided for distribution of the
sale proceeds in a manner consistent with the settlement
agreement. Before the Bankruptcy Court confirmed the
plan, Florida filed an objection, seeking a declaration that
the $39,200 in stamp taxes it had assessed on certain of Pic
cadilly’s transferred assets fell outside § 1146(a)’s exemption
because the transfer had not been “under a plan confirmed”
under Chapter 11. On October 21, 2004, the bankruptcy
court confirmed the plan. On cross-motions for summary
judgment on the stamp-tax issue, the Bankruptcy Court
granted summary judgment in favor of Piccadilly, reasoning
that the sale of substantially all Piccadilly’s assets was a
transfer “ ‘under’ ” its confirmed plan because the sale was
necessary to consummate the plan. App. D to Pet. for Cert.
40a–41a. The District Court upheld the decision on the
ground that § 1146(a), in certain circumstances, affords a
stamp-tax exemption even when a transfer occurs prior to
confirmation. In re Piccadilly Cafeterias, Inc., 379 B. R.
215, 226 (SD Fla. 2006).
The Court of Appeals for the Eleventh Circuit affirmed,
holding that “§ 1146[(a)]’s tax exemption may apply to those
pre-confirmation transfers that are necessary to the consum
mation of a confirmed plan of reorganization, which, at the
2 Chapter 11 bankruptcy proceedings ordinarily culminate in the con
firmation of a reorganization plan. But in some cases, as here, a debtor
sells all or substantially all its assets under § 363(b)(1) (2000 ed., Supp. V)
before seeking or receiving plan confirmation. In this scenario, the
debtor typically submits for confirmation a plan of liquidation (rather than
a traditional plan of reorganization) providing for the distribution of the
proceeds resulting from the sale. Here, Piccadilly filed a Chapter 11 liqui
dation plan after selling substantially all its assets as a going concern.
Although the central purpose of Chapter 11 is to facilitate reorganizations
rather than liquidations (covered generally by Chapter 7), Chapter 11 ex
pressly contemplates liquidations. See § 1129(a)(11) (2000 ed.) (“Confir
mation of the plan is not likely to be followed by the liquidation, or the
need for further financial reorganization, of the debtor or any successor to
the debtor under the plan, unless such liquidation or reorganization is pro
posed in the plan”).

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38 FLORIDA DEPT. OF REVENUE v. PICCADILLY
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Opinion of the Court
very least, requires that there be some nexus between the
pre-confirmation transfer and the confirmed plan.” In re
Piccadilly Cafeterias, Inc., 484 F. 3d 1299, 1304 (2007) (per
curiam). Finding the statutory text ambiguous, the Court
of Appeals concluded that § 1146(a) should be interpreted
consistent with “the principle that a remedial statute such as
the Bankruptcy Code should be liberally construed.” Ibid.
The court further noted that its interpretation of § 1146(a)
better accounted for “the practical realities of Chapter 11
reorganization cases” because a debtor may need to transfer
assets to induce relevant parties to endorse the proposed
confirmation of a plan. Ibid. The Court of Appeals ac
knowledged that its holding conflicted with the approach
taken by the Courts of Appeals for the Third and Fourth
Circuits, id., at 1302, which have held that § 1146(a) “does not
apply to . . . transactions that occur prior to the confirmation
of a plan under Chapter 11 of the Bankruptcy Code,” In re
Hechinger Inv. Co. of Del., 335 F. 3d 243, 246 (CA3 2003); see
also In re NVR, LP, 189 F. 3d 442, 458 (CA4 1999) (holding
that § 1146(a) “appl[ies] only to transfers under the Plan oc
curring after the date of confirmation”).
We granted certiorari, 552 U. S. 1074 (2007), to resolve the
conflict among the Courts of Appeals as to whether § 1146(a)
applies to preconfirmation transfers.
II
Section 1146(a), entitled “Special tax provisions,” provides:
“The issuance, transfer, or exchange of a security, or the
making or delivery of an instrument of transfer under a plan
confirmed under section 1129 of this title, may not be taxed
under any law imposing a stamp tax or similar tax.” (Em
phasis added.) Florida asserts that § 1146(a) applies only to
postconfirmation sales; Piccadilly contends that it extends to
preconfirmation transfers as long as they are made in accord
ance with a plan that is eventually confirmed. Florida and
Piccadilly base their competing readings of § 1146(a) on the

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Opinion of the Court
provision’s text, on inferences drawn from other Code provi
sions, and on substantive canons of statutory construction.
We consider each of their arguments in turn.
A
Florida contends that § 1146(a)’s text unambiguously limits
stamp-tax exemptions to postconfirmation transfers made
under the authority of a confirmed plan. It observes that
the word “confirmed” modifies the word “plan” and is a past
participle, i. e., “[a] verb form indicating past or completed
action or time that is used as a verbal adjective in phrases
such as baked beans and finished work.” American Heri
tage Dictionary 1287 (4th ed. 2000). Florida maintains that
a past participle indicates past or completed action even
when it is placed after the noun it modifies, as in “beans
baked in the oven,” or “work finished after midnight.”
Thus, it argues, the phrase “plan confirmed” denotes a “con
firmed plan”—meaning one that has been confirmed in the
past.
Florida further contends that the word “under” in “under
a plan confirmed” should be read to mean “with the authori
zation of ” or “inferior or subordinate” to its referent, here
the confirmed plan. See Ardestani v. INS, 502 U. S. 129, 135
(1991) (noting that a thing that is “ ‘under’ ” a statute is most
naturally read as being “ ‘subject to’ ” or “ ‘governed by’ ” the
statute). Florida points out that, in the other two appear
ances of “under” in § 1146(a), it clearly means “subject to.”
Invoking the textual canon that “ ‘identical words used in
different parts of the same act are intended to have the same
meaning,’ ” Commissioner v. Keystone Consol. Industries,
Inc., 508 U. S. 152, 159 (1993), Florida asserts the term must
also have its core meaning of “subject to” in the phrase
“under a plan confirmed.” Florida thus reasons that to be
eligible for § 1146(a)’s exemption, a transfer must be subject
to a plan that has been confirmed subject to § 1129 (2000 ed.
and Supp. V). Echoing the Fourth Circuit’s reasoning in

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40 FLORIDA DEPT. OF REVENUE v. PICCADILLY
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Opinion of the Court
NVR, supra, at 457, Florida concludes that a transfer made
prior to the date of plan confirmation cannot be subject to,
or under the authority of, something that did not exist at the
time of the transfer—a confirmed plan.
Piccadilly counters that the statutory language does not
unambiguously impose a temporal requirement. It contends
that “plan confirmed” is not necessarily the equivalent of
“confirmed plan,” and that had Congress intended the latter,
it would have used that language, as it did in a related Code
provision. See § 1142(b) (referring to “any instrument re
quired to effect a transfer of property dealt with by a con
firmed plan”). Piccadilly also argues that “under” is just as
easily read to mean “in accordance with.” It observes that
the variability of the term “under” is well documented, not
ing that the American Heritage Dictionary 1395 (1976) pro
vides 15 definitions, including “[i]n view of,” “because of,”
“by virtue of,” as well as “[s]ubject to the restraint . . . of.”
See also Ardestani, supra, at 135 (recognizing that “[t]he
word ‘under’ has many dictionary definitions and must draw
its meaning from its context”). Although “under” appears
several times in § 1146(a), Piccadilly maintains there is no
reason why a term of such common usage and variable mean
ing must have the same meaning each time it is used, even
in the same sentence. As an illustration, it points to § 302(a)
of the Bankruptcy Code, which states, “The commencement
of a joint case under a chapter of this title constitutes an
order for relief under such chapter.” Piccadilly contends
that this provision is best read as: “The commencement of a
joint case subject to the provisions of a chapter of this title
constitutes an order for relief in such chapter.” Piccadilly
thus concludes that the statutory text—standing alone—is
susceptible of more than one interpretation. See Hechinger,
supra, at 253 (“[W]e cannot say that the language of
[§ 1146(a)] rules out the possibility that ‘under a plan con
firmed’ means ‘in agreement with a plan confirmed’ ”).

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Opinion of the Court
While both sides present credible interpretations of
§ 1146(a), Florida has the better one. To be sure, Congress
could have used more precise language—i. e., “under a plan
that has been confirmed”—and thus removed all ambiguity.
But the two readings of the language that Congress chose
are not equally plausible: Of the two, Florida’s is clearly the
more natural. The interpretation advanced by Piccadilly
and adopted by the Eleventh Circuit—that there must be
“some nexus between the pre-confirmation transfer and the
confirmed plan” for § 1146(a) to apply, 484 F. 3d, at 1304—
places greater strain on the statutory text than the simpler
construction advanced by Florida and adopted by the Third
and Fourth Circuits.
Furthermore, Piccadilly’s emphasis on the distinction be
tween “plan confirmed” and “confirmed plan” is unavailing
because § 1146(a) specifies not only that a tax-exempt trans
fer be “under a plan,” but also that the plan in question be
confirmed pursuant to § 1129. Congress’ placement of “plan
confirmed” before “under section 1129” avoids the ambiguity
that would have arisen had it used the term “confirmed
plan,” which could easily be read to mean that the transfer
must be “under section 1129” rather than under a plan that
was itself confirmed under § 1129.
Although we agree with Florida that the more natural
reading of § 1146(a) is that the exemption applies only to
postconfirmation transfers, ultimately we need not decide
whether the statute is unambiguous on its face. Even as
suming, arguendo, that the language of § 1146(a) is facially
ambiguous, the ambiguity must be resolved in Florida’s
favor. We reach this conclusion after considering the par
ties’ other arguments, to which we now turn.
B
Piccadilly insists that, whatever the degree of ambiguity
on its face, § 1146(a) becomes even more ambiguous when

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42 FLORIDA DEPT. OF REVENUE v. PICCADILLY
CAFETERIAS, INC.
Opinion of the Court
read in context with other Bankruptcy Code provisions.
Piccadilly asserts that if Congress had intended § 1146(a) to
apply exclusively to transfers occurring after confirmation,
it would have made its intent plain with an express temporal
limitation similar to those appearing elsewhere in the Code.
For example, § 1127 governs modifications to a Chapter 11
plan, providing that the proponent of a plan may modify the
plan “at any time before confirmation,” or, subject to certain
restrictions, “at any time after confirmation of such plan.”
§§ 1127(a)–(b). Similar examples abound. See, e. g.,
§ 1104(a) (“[a]t any time after the commencement of the case
but before confirmation of a plan . . . ”); § 1104(c) (“at any
time before the confirmation of a plan . . . ”). Piccadilly em
phasizes that, “where Congress includes particular language
in one section of a statute but omits it in another section of
the same Act, it is generally presumed that Congress acts
intentionally and purposely in the disparate inclusion or ex
clusion.” Russello v. United States, 464 U. S. 16, 23 (1983)
(internal quotation marks omitted). Because Congress did
not impose a clear and commonly used temporal limitation in
§ 1146(a), Piccadilly concludes that Congress did not intend
one to exist. Piccadilly buttresses its conclusion by pointing
out that § 1146(b)—the subsection immediately following
§ 1146(a)—includes an express temporal limitation. See
§ 1146(b) (2000 ed., Supp. V) (providing that a bankruptcy
court may declare certain tax consequences after the date a
government unit responds to a plan proponent’s request or
“270 days after such request,” whichever is earlier). But
Congress included no such limitation in subsection (a).
Piccadilly also relies on other Code provisions to bolster
its argument that the term “under” preceding “a plan con
firmed” in § 1146(a) should be read broadly—to mean “in ac
cordance with” rather than the narrower “authorized by.”
Apart from § 302, discussed above, Piccadilly adverts to
§ 111, which states that an agency providing credit counsel
ing to debtors is required to meet “the standards set forth

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under this section.” § 111(b)(4)(A) (2000 ed., Supp. V). Pic
cadilly argues that this language requires the agency to meet
“the standards set forth in this section,” because reading the
quoted language to mean “the standards set forth authorized
by this section” would render the words “set forth” nonsensi
cal. Piccadilly additionally refers to § 303(a), which provides
that “[a]n involuntary case may be commenced only under
chapter 7 or 11 of this title.” Again, Piccadilly asserts that
this language means “an involuntary case may be commenced
only in chapter 7 or 11 of this title.” It reasons that “under”
in § 303(a) cannot mean “authorized by” because § 303(a) it
self authorizes involuntary cases, and the provisions of Chap
ters 7 and 11 do not. Piccadilly makes a similar argument
with respect to § 343, which provides that “[t]he debtor shall
appear and submit to examination under oath at the meet
ing of creditors.” Reading “under” to mean “authorized
by” would make little sense here. On the basis of these
examples, Piccadilly concludes that the term “under” is
ambiguous.
Finally, Piccadilly maintains that “under” in § 1146(a)
should be construed broadly in light of § 365(g)(1) of the
Bankruptcy Code, which provides that rejection of an execu
tory contract or unexpired lease constitutes the equivalent
of a prebankruptcy breach “if such contract or lease has not
been assumed under this section or under a plan confirmed
under chapter . . . 11.” In Hechinger, the Third Circuit con
cluded that substituting “authorized by” for “under” in
§ 1146(a) would be consistent with the use of the parallel lan
guage in § 365(g)(1). 335 F. 3d, at 254. Piccadilly attempts
to refute Hechinger’s reading of § 365(g)(1), asserting that,
because authorization for the assumption of a lease under a
plan is described in § 1123(b)(2), which “circles back to sec
tion 365,” such authorization cannot be “subject to” or “au
thorized by” Chapter 11. Brief for Respondent 39 (emphasis
deleted); see 11 U. S. C. § 1123(b)(2) (providing that “a plan
may . . . subject to section 365 of this title, provide for the

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assumption, rejection, or assignment of any executory con
tract or unexpired lease of the debtor not previously rejected
under such section”). The phrase “under a plan confirmed”
in § 365(g)(1), contends Piccadilly, is thus best read to mean
“in accordance with a plan confirmed” because a plan may
provide for the assumption of an executory contract or unex
pired lease but not—unlike § 365—be the ultimate authority
for that assumption. As a result, Piccadilly concludes that
the identical language of § 1146(a) should have the same
meaning.
Piccadilly supports this point with its assertion that, un
like sales, postconfirmation assumptions or rejections are not
permitted under the Bankruptcy Code. See NLRB v. Bil
disco & Bildisco, 465 U. S. 513, 529 (1984) (stating that in
“a Chapter 11 reorganization, a debtor-in-possession has
until a reorganization plan is confirmed to decide whether to
accept or reject an executory contract”). Because, as Picca
dilly contends, the phrase “under a plan confirmed under
chapter . . . 11” in § 365(g)(1) cannot refer to assumptions or
rejections occurring after confirmation, it would be anoma
lous to read the identical phrase in § 1146(a) to cover only
postconfirmation transfers.
For its part, Florida argues that the statutory context of
§ 1146(a) supports its position that the stamp-tax exemption
applies exclusively to postconfirmation transfers. It ob
serves that the subchapter in which § 1146(a) appears is enti
tled, “POSTCONFIRMATION MATTERS.” Florida con
tends that, while not dispositive, the placement of a provision
in a particular subchapter suggests that its terms should be
interpreted consistent with that subchapter. See Davis v.
Michigan Dept. of Treasury, 489 U. S. 803, 809 (1989) (“It is
a fundamental canon of statutory construction that the
words of a statute must be read in their context and with a
view to their place in the overall statutory scheme”). In
addition, Florida dismisses Piccadilly’s references to the tem
poral limitations in other Code provisions on the ground that
it would have been superfluous for Congress to add any fur

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ther limitations to § 1146(a)’s already unambiguous tempo
ral element.
Even on the assumption that the text of § 1146(a) is ambig
uous, we are not persuaded by Piccadilly’s contextual argu
ments. As noted above, Congress could have used language
that made § 1146(a)’s temporal element clear beyond ques
tion. Unlike § 1146(a), however, the temporal language
examples quoted by Piccadilly are indispensable to the op
erative meaning of the provisions in which they appear.
Piccadilly’s reliance on § 1127, for example, is misplaced be
cause that section explicitly differentiates between precon
firmation modifications, see § 1127(a), and postconfirmation
modifications, which are permissible “only if circumstances
warrant” them, § 1127(b). It was unnecessary for Congress
to include in § 1146(a) a phrase such as “at any time after
confirmation of such plan” because the phrase “under a plan
confirmed” is most naturally read to require that there be a
confirmed plan at the time of the transfer.
Even if we were to adopt Piccadilly’s broad definition of
“under,” its interpretation of the statute faces other obsta
cles. The asset transfer here can hardly be said to have
been consummated “in accordance with” any confirmed plan
because, as of the closing date, Piccadilly had not even sub
mitted its plan to the Bankruptcy Court for confirmation.
Piccadilly’s asset sale was thus not conducted “in accordance
with” any plan confirmed under Chapter 11. Rather, it was
conducted “in accordance with” the procedures set forth in
Chapter 3—specifically, § 363(b)(1). To read the statute as
Piccadilly proposes would make § 1146(a)’s exemption turn
on whether a debtor-in-possession’s actions are consistent
with a legal instrument that does not exist—and indeed may
not even be conceived of—at the time of the sale. Reading
§ 1146(a) in context with other relevant Code provisions, we
find nothing justifying such a curious interpretation of what
is a straightforward exemption.
Nor does anything in § 365(g)(1) recommend Piccadilly’s
reading of § 1146(a). Section 365(g) generally allows a

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trustee to reject “an executory contract or unexpired lease
of the debtor,” i. e., to reject a contract that is unfavorable
to the estate, subject to court approval. As the text makes
clear, such approval may occur either under “this section,”
§ 365(g)—i. e., “at any time before the confirmation of a
plan,” § 365(d)(2)—or “under a plan confirmed under chapter
9, 11, 12, or 13,” § 365(g)(1). Piccadilly relies heavily on Bil
disco, supra, in which this Court held that § 365 permits a
debtor-in-possession to reject a collective-bargaining agree
ment like any other executory contract, and that doing so is
not an unfair labor practice under the National Labor Rela
tions Act. In reaching this conclusion, the Court observed
that “a debtor-in-possession has until a reorganization plan is
confirmed to decide whether to accept or reject an executory
contract.” 465 U. S., at 529 (emphasis added).
We agree with Bildisco’s commonsense observation that
the decision whether to reject a contract or lease must be
made before confirmation. But that in no way undermines
the fact that the rejection takes effect upon or after confir
mation of the Chapter 11 plan (or before confirmation if pur
suant to § 365(d)(2)). In the context of § 1146(a), the decision
whether to transfer a given asset “under a plan confirmed”
must be made prior to submitting the Chapter 11 plan to the
bankruptcy court, but the transfer itself cannot be “under a
plan confirmed” until the court confirms the plan in question.
Only at that point does the transfer become eligible for the
stamp-tax exemption.3
3 Also meritless is Piccadilly’s argument that “under” in the phrase
“under a plan confirmed under chapter . . . 11” in § 365(g)(1) cannot be
read to mean “subject to” because § 1123(b)(2), in Piccadilly’s words, “cir
cles back to section 365.” Brief for Respondent 39 (emphasis deleted).
Section 1123(b)(2) authorizes a plan to provide for the assumption, rejec
tion, or assignment of an executory contract or unexpired lease, but re
quires that the plan do so in a manner consistent with the various require
ments set forth throughout § 365. By contrast, the phrase “under this
section” in § 365(g)(1) serves as a reference to § 365(d)(2), which permits
preconfirmation assumptions and rejections pursuant to a court order (and
not, as in § 1123(b)(2), pursuant to a confirmed plan).

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If the statutory context suggests anything, it is that
§ 1146(a) is inapplicable to preconfirmation transfers. We
find it informative that Congress placed § 1146(a) in a sub
chapter entitled, “POSTCONFIRMATION MATTERS.”
To be sure, a subchapter heading cannot substitute for the
operative text of the statute. See, e. g., Pennsylvania Dept.
of Corrections v. Yeskey, 524 U. S. 206, 212 (1998) (“ ‘[T]he
title of a statute . . . cannot limit the plain meaning of the
text’ ”). Nonetheless, statutory titles and section headings
“ ‘are tools available for the resolution of a doubt about the
meaning of a statute.’ ” Porter v. Nussle, 534 U. S. 516, 528
(2002). The placement of § 1146(a) within a subchapter ex
pressly limited to postconfirmation matters undermines Pic
cadilly’s view that § 1146(a) covers preconfirmation transfers.
But even if we were fully to accept Piccadilly’s textual and
contextual arguments, they would establish at most that the
statutory language is ambiguous. They do not—and largely
are not intended to—demonstrate that § 1146(a)’s purported
ambiguity should be resolved in Piccadilly’s favor. Florida
argues that various nontextual canons of construction re
quire us to resolve any ambiguity in its favor. Piccadilly
responds with substantive canons of its own. It is to these
dueling canons of construction that we now turn.
C
Florida contends that even if the statutory text is deemed
ambiguous, applicable substantive canons compel its inter
pretation of § 1146(a). Florida first invokes the canon that
“Congress is presumed to be aware of an administrative or
judicial interpretation of a statute and to adopt that in
terpretation when it re-enacts a statute without change.”
Lorillard v. Pons, 434 U. S. 575, 580–581 (1978). Florida
observes that the relevant language of § 1146(a) relating to
“under a plan confirmed” has remained unchanged since 1978
despite several revisions of the Bankruptcy Code. The most
recent revision in 2005 occurred after the Fourth Circuit’s
decision in NVR and the Third Circuit’s decision in Hech

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inger but before the Eleventh Circuit’s decision below.
Florida asserts that Congress ratified this longstanding in
terpretation when, in its most recent amendments to the
Code, it “readopted” the stamp-tax provision verbatim as
§ 1146(a). Brief for Petitioner 26.
Florida also invokes the substantive canon—on which the
Third Circuit relied in Hechinger—that courts should “ ‘pro
ceed carefully when asked to recognize an exemption from
state taxation that Congress has not clearly expressed.’ ”
335 F. 3d, at 254 (quoting California State Bd. of Equaliza
tion v. Sierra Summit, Inc., 490 U. S. 844, 851–852 (1989)).
In light of this directive, Florida contends that § 1146(a)’s
language must be construed strictly in favor of the States to
prevent unwarranted displacement of their tax laws. See
National Private Truck Council, Inc. v. Oklahoma Tax
Comm’n, 515 U. S. 582, 590 (1995) (discussing principles of
comity in taxation and the “federal reluctance to interfere
with state taxation” given the “strong background presump
tion against interference”).
Furthermore, Florida notes that the canon also discour
ages federal interference with the administration of a State’s
taxation scheme. See id., at 586, 590. Florida contends
that the Court of Appeals’ extension of § 1146(a) to precon
firmation transfers directly interferes with the administra
tion of the State’s stamp tax, which is imposed “prior to rec
ordation” of the instrument of transfer. Fla. Stat. §§ 201.01,
201.02(1) (2006). Extending the exemption to transfers that
occurred months or years before a confirmable plan even ex
isted, Florida explains, may require the States to “ ‘unravel’ ”
stamp taxes already collected. Brief for Petitioner 31. Al
ternatively, should a court grant an exemption under
§ 1146(a) before confirmation, States would be saddled with
the task of monitoring whether the plan is ever eventually
confirmed.
In response, Piccadilly contends that the federalism princi
ple articulated in Sierra Summit, supra, at 852, does not

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apply where there is a “clear expression of an exemption
from state taxation” overriding a State’s authority to tax.
In Piccadilly’s view, that is precisely the case with regard
to § 1146(a), which proscribes the imposition of stamp taxes
and demonstrates Congress’ intent to exempt a category of
state taxation.
Piccadilly further maintains that Florida’s stamp tax is
nothing more than a postpetition claim, specifically an admin
istrative expense, which is paid as a priority claim ahead of
the prepetition claims of most creditors. Equating Florida’s
receipt of tax revenue with a preference in favor of a particu
lar claimant, Piccadilly argues that § 1146(a)’s ambiguous ex
emption should not be construed to diminish other claimants’
recoveries. See Howard Delivery Service, Inc. v. Zurich
American Ins. Co., 547 U. S. 651, 667 (2006) (emphasizing
that “provisions allowing preferences must be tightly con
strued”). Reading the stamp-tax exemption too narrowly,
Piccadilly maintains, “ ‘is not only inconsistent with the pol
icy of equality of distribution’ ” but also “ ‘dilutes the value
of the priority for those creditors Congress intended to pre
fer’ ”—those with prepetition claims. Brief for Respondent
54 (quoting Howard Delivery Serv., supra, at 667).
Above all, Piccadilly urges us to adopt the Court of Ap
peals’ maxim that “a remedial statute such as the Bank
ruptcy Code should be liberally construed.” 484 F. 3d, at
1304; cf. Isbrandtsen Co. v. Johnson, 343 U. S. 779, 782 (1952).
In Piccadilly’s view, any ambiguity in the statutory text is
overshadowed by § 1146(a)’s obvious purpose: to facilitate the
Chapter 11 process “through giving tax relief.” In re
Jacoby-Bender, Inc., 758 F. 2d 840, 841 (CA2 1985). Picca
dilly characterizes the tax on asset transfers at issue here as
tantamount to a levy on the bankruptcy process itself. A
stamp tax like Florida’s makes the sale of a debtor’s property
more expensive and reduces the total proceeds available to
satisfy the creditors’ claims, contrary to Congress’ clear in
tent in enacting § 1146(a).

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What is unclear, Piccadilly argues, is why “Congress would
have intended the anomaly that a transfer essential to a plan
that occurs two minutes before confirmation may be taxed,
but the same transfer occurring two seconds after may not.”
Brief for Respondent 43. After all, interpreting § 1146(a) in
the manner Florida proposes would lead precisely to that
result. And that, Piccadilly asserts, is “absurd” in light of
§ 1146(a)’s policy aim—evidenced by the provision’s text and
legislative history—of reducing the cost of asset transfers.
In that vein, Piccadilly contends that interpreting § 1146(a)
to apply solely to postconfirmation transfers would under
mine Chapter 11’s twin objectives of “preserving going con
cerns and maximizing property available to satisfy credi
tors.” Bank of America Nat. Trust and Sav. Assn. v. 203
North LaSalle Street Partnership, 526 U. S. 434, 453 (1999).
In order to obtain the maximum value for its assets—espe
cially assets rapidly declining in value—Piccadilly claims
that a debtor often must close the sale before formal confir
mation of the Chapter 11 plan.
We agree with Florida that the federalism canon articu
lated in Sierra Summit and elsewhere obliges us to construe
§ 1146(a)’s exemption narrowly. Piccadilly’s effort to evade
the canon falls well short of the mark because reading
§ 1146(a) in the manner Piccadilly proposes would require us
to do exactly what the canon counsels against. If we recog
nized an exemption for preconfirmation transfers, we would
in effect be “ ‘recogniz[ing] an exemption from state taxation
that Congress has not clearly expressed’ ”—namely, an ex
emption for preconfirmation transfers. Sierra Summit,
supra, at 851–852 (emphasis added); see also Swarts v. Ham
mer, 194 U. S. 441, 444 (1904) (reasoning that if Congress
endeavored to exempt a debtor from state and local taxation,
“the intention would be clearly expressed, not left to be col
lected or inferred from disputable considerations of conven
ience in administering the estate of the bankrupt”). Indeed,
Piccadilly proves precisely this point by resting its entire

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case on the premise that Congress has expressed its stamp
tax exemption in ambiguous language. Therefore, far from
being inapposite, the canon is decisive in this case.
The canons on which Piccadilly relies are inapposite.
While we agree with Piccadilly that “provisions allowing
preferences must be tightly construed,” Howard Deliv
ery Serv., supra, at 667, § 1146(a) is not a preference
granting provision. The statutory text makes no mention
of preferences.
Nor are we persuaded that in this case we should construe
§ 1146(a) “liberally” to serve its ostensibly “remedial” pur
pose. Based on the Eleventh Circuit’s declaration that the
Bankruptcy Code is a “remedial statute,” Piccadilly would
stretch the disallowance well beyond what the statutory text
can naturally bear. Apart from the opinion below, however,
the only authority Piccadilly offers is a 1952 decision of this
Court interpreting the Shipping Commissioners Act of 1872.
See Brief for Respondent 54 (citing Isbrandtsen, supra, at
782). But unlike the statutory scheme in Isbrandtsen,
which was “ ‘designed to secure the comfort and health of
seamen aboard ship, hospitalization at home and care
abroad,’ ” 343 U. S., at 784 (quoting Aguilar v. Standard Oil
Co. of N. J., 318 U. S. 724, 728–729 (1943)), the Bankruptcy
Code—and Chapter 11 in particular—is not a remedial stat
ute in that sense. To the contrary, this Court has rejected
the notion that “Congress had a single purpose in enacting
Chapter 11.” Toibb v. Radloff, 501 U. S. 157, 163 (1991).
Rather, Chapter 11 strikes a balance between a debtor’s in
terest in reorganizing and restructuring its debts and the
creditors’ interest in maximizing the value of the bankruptcy
estate. Ibid. The Code also accommodates the interests of
the States in regulating property transfers by “ ‘generally
[leaving] the determination of property rights in the assets
of a bankrupt’s estate to state law.’ ” Travelers Casualty &
Surety Co. of America v. Pacific Gas & Elec. Co., 549 U. S.
443, 450–451 (2007). Such interests often do not coincide,

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and in this case, they clearly do not. We therefore decline
to construe the exemption granted by § 1146(a) to the detri
ment of the State.
As for Piccadilly’s assertion that reading § 1146(a) to allow
preconfirmation transfers to be taxed while exempting oth
ers moments later would amount to an “absurd” policy, we
reiterate that “ ‘it is not for us to substitute our view of . . .
policy for the legislation which has been passed by Con
gress.’ ” Hechinger, 335 F. 3d, at 256. That said, we see
no absurdity in reading § 1146(a) as setting forth a simple,
bright-line rule instead of the complex, after-the-fact inquiry
Piccadilly envisions. At bottom, we agree with the Fourth
Circuit’s summation of § 1146(a):
“Congress struck a most reasonable balance. If a
debtor is able to develop a Chapter 11 reorganization
and obtain confirmation, then the debtor is to be af
forded relief from certain taxation to facilitate the
implementation of the reorganization plan. Before a
debtor reaches this point, however, the state and local
tax systems may not be subjected to federal interfer
ence.” NVR, 189 F. 3d, at 458.
Lastly, to the extent the “practical realities” of Chapter 11
reorganizations are increasingly rendering postconfirmation
transfers a thing of the past, see 484 F. 3d, at 1304, it is
incumbent upon the Legislature, and not the Judiciary, to
determine whether § 1146(a) is in need of revision. See, e. g.,
Ali v. Federal Bureau of Prisons, 552 U. S. 214, 228 (2008)
(“We are not at liberty to rewrite the statute to reflect a
meaning we deem more desirable”).
III
The most natural reading of § 1146(a)’s text, the provision’s
placement within the Code, and applicable substantive can
ons all lead to the same conclusion: Section 1146(a) affords a
stamp-tax exemption only to transfers made pursuant to a

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Chapter 11 plan that has been confirmed. Because Picca
dilly transferred its assets before its Chapter 11 plan was
confirmed by the Bankruptcy Court, it may not rely on
§ 1146(a) to avoid Florida’s stamp taxes. Accordingly, we re
verse the judgment below and remand the case for further
proceedings consistent with this opinion.
It is so ordered.
Justice Breyer, with whom Justice Stevens joins,
dissenting.
The Bankruptcy Code provides that the “transfer” of an
asset “under a plan confirmed under section 1129 of this
title, may not be taxed under any law imposing a stamp tax
or similar tax.” 11 U. S. C. § 1146(a) (2000 ed., Supp. V)
(previously § 1146(c)) (emphasis added). In this case, the
debtor’s reorganization “plan” provides for the “transfer” of
assets. But the “plan” itself was not “confirmed under sec
tion 1129 of this title” (i. e., the Bankruptcy Judge did not
formally approve the plan) until after the “transfer” of assets
took place. See § 1129 (2000 ed. and Supp. V) (detailing the
requirements for bankruptcy court approval of a Chapter
11 plan).
Hence we must ask whether the time of transfer matters.
Do the statutory words “under a plan confirmed under sec
tion 1129 of this title” apply only where a transfer takes place
“under a plan” that at the time of the transfer already has
been “confirmed under section 1129 of this title”? Or, do
they also apply where a transfer takes place “under a plan”
that subsequently is “confirmed under section 1129 of this
title”? The Court concludes that the statutory phrase ap
plies only where a transfer takes place “under a plan” that
at the time of transfer already has been “confirmed under
section 1129 of this title.” In my view, however, the statu
tory phrase applies “under a plan” that at the time of trans
fer either already has been or subsequently is “confirmed.”
In a word, the majority believes that the time (pre- or post

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transfer) at which the bankruptcy judge confirms the reorga
nization plan matters. I believe that it does not. (And con
struing the provision to refer to a plan that simply “is”
confirmed would require us to read fewer words into the
statute than the Court’s construction, which reads the provi
sion to refer only to a plan “that has been” confirmed, ante,
at 53.)
The statutory language itself is perfectly ambiguous on the
point. Linguistically speaking, it is no more difficult to
apply the words “plan confirmed” to instances in which the
“plan” subsequently is “confirmed” than to restrict their ap
plication to instances in which the “plan” already has been
“confirmed.” See In re Piccadilly Cafeterias, Inc., 484
F. 3d 1299, 1304 (CA11 2007) (per curiam) (“[T]he statute
can plausibly be read either as describing eligible transfers
to include transfers ‘under a plan confirmed’ regardless of
when the plan is confirmed, or . . . imposing a temporal re
striction on when the confirmation of the plan must occur”
(emphasis in original)). Cf. In re Hechinger Inv. Co. of Del.,
335 F. 3d 243, 252–253 (CA3 2003) (majority opinion of Alito,
J.) (noting more than one “plausible interpretation”); In re
NVR, LP, 189 F. 3d 442, 458 (CA4 1999) (Wilkinson, J., con
curring in part and concurring in judgment) (“equally possi
ble that the provision requires only that the transfer occur
‘under’—i. e., that it be inferior or subordinate to—‘a plan’
that is ultimately ‘confirmed’ ”). But cf. ante, at 41 (majority
believes its reading is “clearly the more natural”).
Nor can I find any text-based argument that points clearly
in one direction rather than the other. Indeed, the majority,
after methodically combing the textualist beaches, finds that
a comparison with other somewhat similar phrases in the
Bankruptcy Code sheds little light. For example, on the one
hand, if Congress thought the time of confirmation mattered,
why did it not say so expressly as it has done elsewhere in
the Code? See, e. g., 11 U. S. C. § 1127(b) (plan proponent
may modify it “at any time after confirmation” (emphasis

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added)); § 1104(a) (“[a]t any time after the commencement of
the case but before confirmation” (emphasis added)); § 1104(c)
(“at any time before the confirmation of a plan” (emphasis
added)); § 1114(e)(2) (“before a plan confirmed under section
1129 of this title is effective” (emphasis added)). On the
other hand, if Congress thought the time of confirmation did
not matter, why did it place this provision in a subchap
ter entitled “POSTCONFIRMATION MATTERS”? See 11
U. S. C., ch. 11, subch. III. (And yet one could also argue
that the tax-exemption provision appears under the “post
confirmation matters” title because the trigger for the ex
emption is plan confirmation. Thus, the exemption is a
“postconfirmation matter,” regardless of when the transfer
occurs.)
The canons of interpretation offer little help. And the
majority, for the most part, seems to agree. It ultimately
rests its interpretive conclusion upon this Court’s statement
that courts “must proceed carefully when asked to recognize
an exemption from state taxation that Congress has not
clearly expressed.” California State Bd. of Equalization v.
Sierra Summit, Inc., 490 U. S. 844, 851–852 (1989) (internal
quotation marks omitted). See ante, at 50–51. But when,
as here, we interpret a provision the express point of which
is to exempt some category of state taxation, how can the
statement in Sierra Summit prove determinative? See
§ 1146(a) (“The issuance, transfer, or exchange of a security,
or the making or delivery of an instrument of transfer under
a plan confirmed under section 1129 of this title, may not be
taxed under any law imposing a stamp tax or similar tax”
(emphasis added)).
Neither does Florida’s related claim, protesting federal
interference in the administration of a State’s taxation
scheme, seem plausible. See Brief for Petitioner 32–33 (not
ing the “additional difficulties and complexities that will pro
liferate” under the lower court’s decision). If Florida now
requires transferees to file a pre-existing confirmed plan in

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order to avoid payment of the stamp tax, then why could
Florida not require a transferee under a not-yet-confirmed
plan to pay the stamp tax and then file the plan after its
confirmation in order to obtain a refund? (If there is some
other, less curable, practical problem, Florida has not ex
plained what it is.) Given these difficulties, I suspect that
the majority’s reliance upon Sierra Summit’s “canon,” ante,
at 48, reflects no more than an effort to find the proverbial
“any port” in this interpretive storm.
The absence of a clear answer in text or canons, however,
should not lead us to judicial despair. Consistent with
Court precedent, we can and should ask a further question:
Why would Congress have insisted upon temporal limits?
What reasonable purpose might such limits serve? See,
e. g., Dolan v. Postal Service, 546 U. S. 481, 486 (2006) (“In
terpretation of a word or phrase depends upon reading the
whole statutory text, considering the purpose and context of
the statute, and consulting any precedents or authorities that
inform the analysis” (emphasis added)); Robinson v. Shell
Oil Co., 519 U. S. 337, 346 (1997) (the Court’s construction of
a statute’s meaning based in part on its consideration of the
statute’s “primary purpose” (emphasis added)). In fact, the
majority’s reading of temporal limits in § 1146(a) serves no
reasonable congressional purpose at all.
The statute’s purpose is apparent on its face. It seeks to
further Chapter 11’s basic objectives: (1) “preserving going
concerns” and (2) “maximizing property available to satisfy
creditors.” Bank of America Nat. Trust and Sav. Assn. v.
203 North LaSalle Street Partnership, 526 U. S. 434, 453
(1999). See also Toibb v. Radloff, 501 U. S. 157, 163 (1991)
(Chapter 11 “embodies the general [Bankruptcy] Code policy
of maximizing the value of the bankruptcy estate”). As an
important bankruptcy treatise notes, “[i]n addition to tax re
lief, the purpose of the exemption of [§ 1146(a)] is to encour
age and facilitate bankruptcy asset sales.” 8 Collier on
Bankruptcy ¶ 1146.02, p. 1146–3 (rev. 15th ed. 2005). It fur

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thers these objectives where, e. g., asset transfers are at
issue, by turning over to the estate (for the use of creditors
or to facilitate reorganization) funds that otherwise would go
to pay state stamp taxes on plan-related transferred assets.
The requirement that the transfers take place pursuant to a
reorganization “plan” that is “confirmed” provides the bank
ruptcy judge’s assurance that the transfer meets with credi
tor approval and the requirements laid out in § 1129.
How would the majority’s temporal limitation further
these statutory objectives? It would not do so in any way.
From the perspective of these purposes, it makes no differ
ence whether a transfer takes place before or after the plan
is confirmed. In both instances the exemption puts in the
hands of the creditors or the estate money that would other
wise go to the State in the form of a stamp tax. In both
instances the confirmation of the related plan ensures the
legitimacy (from bankruptcy law’s perspective) of the plan
that provides for the assets transfer.
Moreover, one major reason why a transfer may take place
before rather than after a plan is confirmed is that the precon
firmation bankruptcy process takes time. As the Adminis
trative Office of the United States Courts recently reported,
“[a] Chapter 11 case may continue for many years.” Bank
ruptcy Basics (Apr. 2006), online at http://www.uscourts.gov/
bankruptcycourts/ bankruptcybasics/chapter11.html (as vis
ited June 13, 2008, and available in Clerk of Court’s case file).
Accord, In re Hechinger Inv. Co. of Del., 254 B. R. 306, 320
(Bkrtcy. Ct. Del. 2000) (noting it may run “a year or two”).
And a firm (or its assets) may have more value (say, as a
going concern) where sale takes place quickly. As the Dis
trict Court in this case acknowledged, “there are times when
it is more advantageous for the debtor to begin to sell as
many assets as quickly as possible in order to insure that the
assets do not lose value.” In re Piccadilly Cafeterias, Inc.,
379 B. R. 215, 224 (SD Fla. 2006) (internal quotation marks
and alteration omitted). See, e. g., In re Webster Classic

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Auctions, Inc., 318 B. R. 216, 219 (Bkrtcy. Ct. MD Fla. 2004)
(recognizing “the inestimable benefit to a Chapter 11 estate
to sell a piece of property at the most opportune time—
whether pre- or postconfirmation—as opposed to requiring
all concerned to wait for a postconfirmation sale in order
to receive the tax relief Congress obviously intended”); In
re Medical Software Solutions, 286 B. R. 431, 441 (Bkrtcy.
Ct. Utah 2002) (approving preconfirmation sale of debtor’s
assets recognizing that the assets’ “value is reducing rapidly”
and there was only a narrow window for a viable sale of
the assets). Thus, an immediate sale can often make more
revenue available to creditors or for reorganization of the
remaining assets. Stamp taxes on related transfers simply
reduce the funds available for any such legitimate purposes.
And insofar as the Court’s interpretation of the statute re
duces the funds made available, that interpretation inhibits
the statute’s efforts to achieve its basic objectives.
Worse than that, if the potential loss of stamp tax revenue
threatens delay in implementing any such decision to sell,
then creditors (or the remaining reorganized enterprise)
could suffer far more serious harm. They could lose the
extra revenues that a speedy sale might otherwise produce.
See, e. g., In re Met-L-Wood Corp., 861 F. 2d 1012, 1017 (CA7
1988) (as suppliers and customers “shy away,” it can make
sense quickly to sell business to other owners so that it “can
continue” to operate “free of the stigma and uncertainty of
bankruptcy”). In the present case, for example, Piccadilly,
by selling assets quickly after strategic negotiation, realized
$80 million, considerably more than the $54 million originally
offered before Piccadilly filed for bankruptcy. That fact,
along with the Bankruptcy Court’s finding of “sound business
reasons” for the prompt sale of Piccadilly’s assets and that
the expeditious sale was “in the best interests of creditors
of [Piccadilly] and other parties in interest,” App. 32a, ¶9,
suggest that considerably less would have been available for

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59 Cite as: 554 U. S. 33 (2008)
Breyer, J., dissenting
creditors had Piccadilly waited until after the plan’s confir
mation to execute the sale plan.
What conceivable reason could Congress have had for si
lently writing into the statute’s language a temporal distinc
tion with such consequences? The majority can find none.
It simply says that the result is not “ ‘absurd’ ” and notes the
advantages of a “bright-line rule.” Ante, at 52. I agree
that the majority’s interpretation is not absurd and do not
dispute the advantages of a clear rule. But I think the stat
ute supplies a clear enough rule—transfers are exempt when
there is confirmation and are not exempt when there is no
confirmation. And I see no reason to adopt the majority’s
preferred construction (that only transfers completed after
plan confirmation are exempt), where it conflicts with the
statute’s purpose.
Of course, we should not substitute “ ‘ “our view of . . .
policy” ’ ” for the statute that Congress enacted. Ibid. (em
phasis added). But we certainly should consider Congress’
view of the policy for the statute it created, and that view
inheres in the statute’s purpose. “Statutory interpretation
is not a game of blind man’s bluff. Judges are free to con
sider statutory language in light of a statute’s basic pur
poses.” Dole Food Co. v. Patrickson, 538 U. S. 468, 484
(2003) (Breyer, J., concurring in part and dissenting in
part). It is the majority’s failure to work with this im
portant tool of statutory interpretation that has led it to
construe the present statute in a way that, in my view,
runs contrary to what Congress would have hoped for and
expected.
For these reasons, I respectfully dissent.