Ray

On an issue of first impression, we examine whether a bankruptcy court retains jurisdiction over a collateral attack — based on a state breach of contract theory — on its previous sale order, having already approved a Chapter 11 Plan, including the sale of real property, closed the case, overseen payment of creditors, and discharged the debtor. Determining that the bankruptcy court lacked jurisdiction, we reverse the Bankruptcy Appellate Panel (“BAP”) and remand with instructions to vacate the bankruptcy court’s judgment for lack of jurisdiction.

I. BACKGROUND

A. Factual Background

Douglas M. Ray (the “Debtor”) filed a Chapter 11 petition on August 10, 2005. At that time, the Debtor and Irwin P. Jessen (“Jessen”) were co-owners of commercial real estate consisting of a shopping center commonly known as the Battle Ground Plaza Shopping Mall (“Battle Ground Mall”).

In December 2000, the Debtor and Jessen (together the “Sellers”) entered into a purchase and sale agreement (the “Battle Ground Mall Agreement”) with Battle Ground Plaza, LLC (“BG Plaza”) for the sale of the Battle Ground Mall. 1 The Agreement gave BG Plaza a right of first refusal for an undeveloped,…