OPINION AND ORDER Plaintiffs Warren C. Slaten and Sybil Slaten bring this action against their son and daughter-in-law, defendants Whitney J. Slaten and Martha Slaten, respectively, asserting breach of contract, conversion, fraud, and equitable lien claims. Now pending is defendants’ unopposed motion to dismiss the amended complaint pursuant to Rule 12(b)(6). (Doc. #26). For the following reasons, the motion is GRANTED IN PART and DENIED IN PART. The Court has subject matter jurisdiction pursuant to 28 U.S.C. §1332. BACKGROUND For the purpose of ruling on the motion, the Court accepts as true all well-pleaded allegations in the amended complaint and draws all reasonable inferences in plaintiffs’ favor, as summarized below. Plaintiffs allege they agreed to help defendants obtain a $406,899.79 line of credit from Morgan Stanley by pledging plaintiffs’ assets — primarily retirement accounts — as collateral for the loan (the “Loan”). According to plaintiffs, defendants used the Loan to purchase a home in Rhinebeck, New York (the “Property”). Defendants allegedly needed to use plaintiffs’ accounts as collateral because defendants’ poor credit prevented them from securing a conventional mortgage. Accordingly, on June 18, 2018, Morgan Stanley executed a Liquid Asset Line Agreement (“LAL Agreement”) signed by defendant Whitney Slaten and a Third Party Pledge Agreement (“PA”) signed by plaintiff Warren Slaten.1 The LAL Agreement listed three accounts as collateral, two of which are individual accounts of plaintiff Warren Slaten, and one of which is held jointly by plaintiffs. Plaintiffs and defendants did not enter into a formal written agreement among themselves regarding entry into the LAL Agreement and PA. However, according to plaintiffs, their agreement to pledge their Morgan Stanley accounts as collateral for the LAL Agreement was contingent upon defendants repaying the Loan within one year using “funds defendants would then be able to obtain through a conventional mortgage on [the Property].” (Doc. #24 (“Am Compl.”) 5). Plaintiffs contend this agreement was “discussed and expressed both verbally and within the numerous electronic exchanges between the parties.” (Id. 4). According to plaintiffs, defendants defaulted on the alleged agreement by failing to secure a conventional mortgage on the Property and repay the Loan within one year. Plaintiffs contend they repeatedly demanded defendants make monthly interest payments on the Loan to prevent default, which would put plaintiffs’ accounts at risk. On November 1, 2019, defendants allegedly began making $2,000 monthly payments on the accumulating interest. However, according to plaintiffs, defendants stopped making monthly payments in May 2022, again putting plaintiffs’ assets in jeopardy. In August 2022, plaintiffs allege they offered to provide a private mortgage to defendants to enable defendants to repay the Loan, which would free plaintiffs’ assets from being tied up as Loan collateral (as well as provide plaintiffs with the ability to foreclose if defendants became delinquent on payments). Defendants, however, refused this offer and claimed the Loan was “part of their inheritance from plaintiffs, which defendants should receive at this time rather than after the deaths of both plaintiffs.” (Am. Compl. 10). In August 2022, plaintiffs allege defendants’ failure to make monthly payments to Morgan Stanley forced plaintiffs to use personal funds to pay off the balance of the debt, and that plaintiffs had to expend an additional $25,000 in 2022 “to ensure property taxes were paid and prevent a tax lien and potential tax sale of” the Property. (Am. Compl.
