Accordingly, we conclude that § 1012 "has usurped the entire field and leaves no room for interference by state statutes." Velikopoljski v. Florida National Bank (In re Velikopoljski), 54 B.R. 534, 537 (S.D.Fla. 1985); accord McCorkle v. First Pennsylvania Banking Trust Co., 459 F.2d 243, 246 n. 2 (4th Cir. 1972). Upon the vessel's documentation as a vessel of the United States, the validity of the Bank's security interest was determined exclusively by federal law.
The body of law that provides the rights of a hypothetical lien creditor that a trustee may exercise under § 544(a)(1) is not necessarily limited to state law but may include federal non-bankruptcy law. See Velikopoljski v. Florida National Bank (In re Velikopoljski), 54 B.R. 534, 538-39 (Bankr. S.D. Fla. 1985) (rejecting the defendant's argument that only state law applies and finding that the use of "state law" by courts is simply a shorthand reference to non-bankruptcy law, be it state, federal or otherwise). In this case, the Trustee argues that because the Antons did not file the Bill of Sale with the Coast Guard until February 2, 2010, after the bankruptcy case was commenced, then the Trustee, as a hypothetical judgment lien creditor under § 544(a)(1) of the Bankruptcy Code, can avoid the transfer of the Boat by Georgia Malliaras to the Antons.
As Chapter 11 debtors in possession, the Debtors never agreed to nor assumed the engagement agreements between E Y and Friedman's, including any agreements concerning arbitration. See Gordon Sel-Way, Inc. v. United States (In re Gordon Sel-Way, Inc.), 270 F.3d 280, 290 (6th Cir. 2001) ("The debtor-in-possession is considered to be a separate legal entity from the debtor himself."); Velikopoljski v. Fl. Nat'l Bank (In re Velikopoljski), 54 B.R. 534, 536 n. 1 (Bankr.S.D.Fla. 1985) ("A debtor in possession is an entity distinct from the debtor and has all the rights and powers of a trustee in bankruptcy irrespective of any notice to or knowledge of the debtor."). The debtors in possession had until confirmation of the Plan on November 23, 2005, to assume or reject their executory contracts, including the engagement agreements with E Y.
Under § 544 the avoidability of a lien is, with the exception of the exclusion of actual notice, dependent upon nonbankruptcy law. E.g., McCannon v. Marston, 679 F.2d 13, 16-17 (3rd Cir. 1982); In re Velikopoljski, 54 B.R. 534 (Bankr.S.D.Fla. 1985) (held debtor-in-possession may avoid a mortgage lien not perfected in accordance with the Ship Mortgage Act); Varon v. Trimble, Marshall Goldman, P.C., et al., In re Euro-Swiss International Corp.), 33 B.R. 872, 881, 11 B.C.D. 113 (Bankr.S.D.N.Y. 1983); cf. Matter of Alberto, 66 B.R. 132, 2 U.C.C. Rep.Serv.2d (Callaghan) 1378 (Bankr.D.N.J. 1985) (creditors holding mortgages on Ch. 7 debtor's yacht moved for relief from the automatic stay.