Defendants’ motion to dismiss  was granted based on lack of subject matter jurisdiction.  Plaintiffs sought to rescind a post-petition note sale and collateral assignment relating to liens on the debtor’s property.  The Court held that it lacked subject matter jurisdiction over these rescission claims because the validity, extent, and priority of the liens was not in dispute, but rather the parties disputed which entity held the liens.  The parties in dispute were non-debtor parties and the claims at issue were purely state law claims. The Court noted that to the extent it had jurisdiction, it abstained as to certain counts.