(Slip Opinion) OCTOBER TERM, 2014 1 

Syllabus 

NOTE: Where it is feasible, a syllabus (headnote) will be released, as is

being done in connection with this case, at the time the opinion is issued.

The syllabus constitutes no part of the opinion of the Court but has been

prepared by the Reporter of Decisions for the convenience of the reader. 

See United States v. Detroit Timber & Lumber Co., 200 U. S. 321, 337. 

SUPREME COURT OF THE UNITED STATES 

Syllabus 

ONEOK, INC., ET AL. v. LEARJET, INC., ET AL. 

CERTIORARI TO THE UNITED STATES COURT OF APPEALS FOR 

THE NINTH CIRCUIT 

No. 13–271. Argued January 12, 2015—Decided April 21, 2015 

Respondents, a group of manufacturers, hospitals, and other institutions that buy natural gas directly from interstate pipelines, sued petitioner interstate pipelines, claiming that the pipelines had engaged

in behavior that violated state antitrust laws. In particular, respondents alleged that petitioners reported false information to the

natural-gas indices on which respondents’ natural-gas contracts were 

based. The indices affected not only retail natural-gas prices, but also wholesale natural-gas prices.

After removing the cases to federal court, the petitioner pipelines

sought summary judgment on the ground that the Natural Gas Act

pre-empted respondents’ state-law claims. That Act gives the Federal Energy Regulatory Commission (FERC) the authority to determine

whether rates charged by natural-gas companies or practices affecting such rates are unreasonable. 15 U. S. C. §717d(a). But it also 

limits FERC’s jurisdiction to the transportation of natural gas in interstate commerce, the sale in interstate commerce of natural gas for 

resale, and natural-gas companies engaged in such transportation or

sale. §717(b). The Act leaves regulation of other portions of the industry—such as retail sales—to the States. Ibid. 

The District Court granted petitioners’ motion for summary judgment, reasoning that because petitioners’ challenged practices directly affected wholesale as well as retail prices, they were pre-empted by

the Act. The Ninth Circuit reversed. While acknowledging that the

pipelines’ index manipulation increased wholesale prices as well as 

retail prices, it held that the state-law claims were not pre-empted 

because they were aimed at obtaining damages only for excessively 

high retail prices. 

Held: Respondents’ state-law antitrust claims are not within the field of 
 

2 ONEOK, INC. v. LEARJET, INC. 

Syllabus 

matters pre-empted by the Natural Gas Act. Pp. 10–16. 

(a) The Act “was drawn with meticulous regard for the continued 

exercise of state power.” Panhandle Eastern Pipe Line Co. v. Public 

Serv. Comm’n of Ind., 332 U. S. 507, 517–518. Where, as here, a 

practice affects nonjurisdictional as well as jurisdictional sales, preemption can be found only where a detailed examination convincingly 

demonstrates that a matter falls within the pre-empted field as defined by this Court’s precedents. Those precedents emphasize the

importance of considering the target at which the state-law claims 

aim. See, e.g., Northern Natural Gas Co. v. State Corporation 

Comm’n of Kan., 372 U. S. 84; Northwest Central Pipeline Corp. v. 

State Corporation Comm’n of Kan., 489 U. S. 493. Here, respondents’ 

claims are aimed at practices affecting retail prices, a matter “firmly

on the States’ side of [the] dividing line.” Id., at 514. 

Schneidewind v. ANR Pipeline Co., 485 U. S. 293, is not to the contrary. That opinion explains that the Act does not pre-empt “traditional” state regulation, such as blue sky laws. Id., at 308, n. 11. Antitrust laws, like blue sky laws, are not aimed at natural-gas

companies in particular, but rather all businesses in the marketplace. The broad applicability of state antitrust laws supports a finding of no pre-emption here.

So, too, does the fact that States have long provided “common-law

and statutory remedies against monopolies and unfair business practices,” California v. ARC America Corp., 490 U. S. 93, 101. As noted 

earlier, the Act circumscribes FERC’s powers and preserves traditional areas of state authority. §717(b). Pp. 10–14. 

(b) Neither Mississippi Power & Light Co. v. Mississippi ex rel. 

Moore, 487 U. S. 354, nor FPC v. Louisiana Power & Light Co., 406 

U. S. 621, supports petitioners’ position. Mississippi Power is best 

read as a conflict pre-emption case, not a field pre-emption case. In 

any event, the state inquiry in Mississippi Power was pre-empted because it was directed at jurisdictional sales in a way that respondents’ state antitrust suits are not. Louisiana Power is also a conflict 

pre-emption case, and thus does not significantly help petitioners’ 

field pre-emption argument. Pp. 14–15.

(c) Because the parties have not argued conflict pre-emption, questions involving conflicts between state antitrust proceedings and the 

federal rate-setting process are left for the lower courts to resolve in

the first instance. Pp. 15–16.

(d) While petitioners and the Government argue that this Court

should defer to FERC’s determination that field pre-emption bars respondents’ claims, they fail to point to a specific FERC determination

that state antitrust claims fall within the field pre-empted by the

Natural Gas Act. Thus, this Court need not consider what legal ef-
 

 

 

Cite as: 575 U. S. ____ (2015) 3 

Syllabus 

fect such a determination might have. P. 16. 

715 F. 3d 716, affirmed. 

BREYER, J., delivered the opinion of the Court, in which KENNEDY, 

GINSBURG, ALITO, SOTOMAYOR, and KAGAN, JJ., joined, and in which 

THOMAS, J., joined as to all but Part I–A. THOMAS, J., filed an opinion

concurring in part and concurring in the judgment. SCALIA, J., filed a 

dissenting opinion, in which ROBERTS, C. J., joined. 
 

 

_________________ 

_________________ 

 

Cite as: 575 U. S. ____ (2015) 1 

Opinion of the Court 

NOTICE: This opinion is subject to formal revision before publication in the

preliminary print of the United States Reports. Readers are requested to

notify the Reporter of Decisions, Supreme Court of the United States, Washington, D. C. 20543, of any typographical or other formal errors, in order

that corrections may be made before the preliminary print goes to press. 

SUPREME COURT OF THE UNITED STATES 

No. 13–271 

ONEOK, INC., ET AL. PETITIONERS v.

 LEARJET, INC., ET AL. 

ON WRIT OF CERTIORARI TO THE UNITED STATES COURT OF 

APPEALS FOR THE NINTH CIRCUIT
 

[April 21, 2015] 

JUSTICE BREYER delivered the opinion of the Court. 

In this case, a group of manufacturers, hospitals, and 

other institutions that buy natural gas directly from interstate pipelines sued the pipelines, claiming that they

engaged in behavior that violated state antitrust laws.

The pipelines’ behavior affected both federally regulated 

wholesale natural-gas prices and nonfederally regulated 

retail natural-gas prices. The question is whether the 

federal Natural Gas Act pre-empts these lawsuits. We 

have said that, in passing the Act, “Congress occupied the

field of matters relating to wholesale sales and transportation of natural gas in interstate commerce.” Schneidewind 

v. ANR Pipeline Co., 485 U. S. 293, 305 (1988). Nevertheless, for the reasons given below, we conclude that the Act 

does not pre-empt the state-law antitrust suits at issue

here. 

I 

A 

The Supremacy Clause provides that “the Laws of the

United States” (as well as treaties and the Constitution 

itself) “shall be the supreme Law of the Land . . . any 
 

2 ONEOK, INC. v. LEARJET, INC. 

Opinion of the Court 

Thing in the Constitution or Laws of any state to the

Contrary notwithstanding.” Art. VI, cl. 2. Congress may

consequently pre-empt, i.e., invalidate, a state law through

federal legislation. It may do so through express language 

in a statute. But even where, as here, a statute does not 

refer expressly to pre-emption, Congress may implicitly 

pre-empt a state law, rule, or other state action. See 

Sprietsma v. Mercury Marine, 537 U. S. 51, 64 (2002). 

It may do so either through “field” pre-emption or “conflict” pre-emption. As to the former, Congress may have

intended “to foreclose any state regulation in the area,” 

irrespective of whether state law is consistent or inconsistent with “federal standards.” Arizona v. United States, 

567 U. S. ___, ___ (2012) (slip op., at 10) (emphasis added). 

In such situations, Congress has forbidden the State to

take action in the field that the federal statute pre-empts.

By contrast, conflict pre-emption exists where “compliance with both state and federal law is impossible,” or 

where “the state law ‘stands as an obstacle to the accomplishment and execution of the full purposes and objectives of Congress.’” California v. ARC America Corp., 490 

U. S. 93, 100, 101 (1989). In either situation, federal law 

must prevail. 

No one here claims that any relevant federal statute

expressly pre-empts state antitrust lawsuits. Nor have 

the parties argued at any length that these state suits

conflict with federal law. Rather, the interstate pipeline 

companies (petitioners here) argue that Congress implicitly “‘occupied the field of matters relating to wholesale sales 

and transportation of natural gas in interstate commerce.’” Brief for Petitioners 18 (quoting Schneidewind, 

supra, at 305 (emphasis added)). And they contend that 

the state antitrust claims advanced by their direct-sales 

customers (respondents here) fall within that field. The 

United States, supporting the pipelines, argues similarly. 

See Brief for United States as Amicus Curiae 15. Since 
 

 

Cite as: 575 U. S. ____ (2015) 3 

Opinion of the Court 

the parties have argued this case almost exclusively in

terms of field pre-emption, we consider only the field preemption question. 

B 

1 

Federal regulation of the natural-gas industry began at 

a time when the industry was divided into three segments.

See 1 Regulation of the Natural Gas Industry §1.01 (W. 

Mogel ed. 2008) (hereinafter Mogel); General Motors Corp. 

v. Tracy, 519 U. S. 278, 283 (1997). First, natural-gas

producers sunk wells in large oil and gas fields (such as

the Permian Basin in Texas and New Mexico). They

gathered the gas, brought it to transportation points, and

left it to interstate gas pipelines to transport the gas to 

distant markets. Second, interstate pipelines shipped the 

gas from the field to cities and towns across the Nation. 

Third, local gas distributors bought the gas from the interstate pipelines and resold it to business and residential 

customers within their localities. 

Originally, the States regulated all three segments of 

the industry. See 1 Mogel §1.03. But in the early 20th 

century, this Court held that the Commerce Clause forbids 

the States to regulate the second part of the business—i.e., 

the interstate shipment and sale of gas to local distributors for resale. See, e.g., Public Util. Comm’n of R. I. v. 

Attleboro Steam & Elec. Co., 273 U. S. 83, 89–90 (1927); 

Missouri ex rel. Barrett v. Kansas Natural Gas Co., 265 

U. S. 298, 307–308 (1924). These holdings left a regulatory gap. Congress enacted the Natural Gas Act, 52 Stat.

821, to fill it. See Phillips Petroleum Co. v. Wisconsin, 347 

U. S. 672, 682–684, n. 13 (1954) (citing H. R. Rep. No. 709,

75th Cong., 1st Sess., 1–2 (1937); S. Rep. No. 1162, 75th

Cong., 1st Sess., 1–2 (1937)). 

The Act, in §5(a), gives rate-setting authority to the

Federal Energy Regulatory Commission (FERC, formerly 
 

4 ONEOK, INC. v. LEARJET, INC. 

Opinion of the Court 

the Federal Power Commission (FPC)). That authority 

allows FERC to determine whether “any rate, charge, or 

classification . . . collected by any natural-gas company in

connection with any transportation or sale of natural gas, 

subject to the jurisdiction of [FERC],” or “any rule, regulation, practice, or contract affecting such rate, charge, or 

classification is unjust, unreasonable, unduly discriminatory, or preferential.” 15 U. S. C. §717d(a) (emphasis 

added). As the italicized words make clear, §5(a) limits

the scope of FERC’s authority to activities “in connection 

with any transportation or sale of natural gas, subject to 

the jurisdiction of the Commission.” Ibid. (emphasis

added). And the Act, in §1(b), limits FERC’s “jurisdiction” to 

(1) “the transportation of natural gas in interstate commerce,” (2) “the sale in interstate commerce of natural gas

for resale,” and (3) “natural-gas companies engaged in 

such transportation or sale.” §717(b). The Act leaves 

regulation of other portions of the industry—such as production, local distribution facilities, and direct sales—to 

the States. See Northwest Central Pipeline Corp. v. State 

Corporation Comm’n of Kan., 489 U. S. 493, 507 (1989) 

(Section 1(b) of the Act “expressly” provides that “States 

retain jurisdiction over intrastate transportation, local 

distribution, and distribution facilities, and over ‘the 

production or gathering of natural gas’”).

To simplify our discussion, we shall describe the firms

that engage in interstate transportation as “jurisdictional 

sellers” or “interstate pipelines” (though various brokers 

and others may also fall within the Act’s jurisdictional 

scope). Similarly, we shall refer to the sales over which 

FERC has jurisdiction as “jurisdictional sales” or “wholesale sales.” 

2 

Until the 1970’s, natural-gas regulation roughly tracked

the industry model we described above. Interstate pipe­
Cite as: 575 U. S. ____ (2015) 5 

Opinion of the Court 

lines would typically buy gas from field producers and 

resell it to local distribution companies for resale. See 

Tracy, supra, at 283. FERC (or FPC), acting under the

authority of the Natural Gas Act, would set interstate

pipeline wholesale rates using classical “cost-of-service” 

ratemaking methods. See Public Serv. Comm’n of N. Y. v. 

Mid-Louisiana Gas Co., 463 U. S. 319, 328 (1983). That 

is, FERC would determine a pipeline’s revenue requirement by calculating the costs of providing its services, 

including operating and maintenance expenses, depreciation expenses, taxes, and a reasonable profit. See FERC, 

Cost-of-Service Rates Manual 6 (June 1999). FERC would 

then set wholesale rates at a level designed to meet the 

pipeline’s revenue requirement. 

Deregulation of the natural-gas industry, however,

brought about changes in FERC’s approach. In the 1950’s, 

this Court had held that the Natural Gas Act required 

regulation of prices at the interstate pipelines’ buying

end—i.e., the prices at which field producers sold natural 

gas to interstate pipelines. Phillips Petroleum Co., supra, 

at 682, 685. By the 1970’s, many in Congress thought that

such efforts to regulate field prices had jeopardized

natural-gas supplies in an industry already dependent “on 

the caprice of nature.” FPC v. Hope Natural Gas Co., 320 

U. S. 591, 630 (1944) (opinion of Jackson, J.); see id., at 

629 (recognizing that “the wealth of Midas and the wit of 

man cannot produce . . . a natural gas field”). Hoping to

avoid future shortages, Congress enacted forms of field

price deregulation designed to rely upon competition, 

rather than regulation, to keep field prices low. See, e.g.,

Natural Gas Policy Act of 1978, 92 Stat. 3409, codified in

part at 15 U. S. C. §3301 et seq. (phasing out regulation of 

wellhead prices charged by producers of natural gas); 

Natural Gas Wellhead Decontrol Act of 1989, 103 Stat. 

157 (removing price controls on wellhead sales as of January 1993). 
 

6 ONEOK, INC. v. LEARJET, INC. 

Opinion of the Court 

FERC promulgated new regulations designed to further

this process of deregulation. See, e.g., Regulation of Natural Gas Pipelines after Partial Wellhead Decontrol, 50

Fed. Reg. 42408 (1985) (allowing “open access” to pipelines

so that consumers could pay to ship their own gas). Most 

important here, FERC adopted an approach that relied on

the competitive marketplace, rather than classical regulatory rate-setting, as the main mechanism for keeping 

wholesale natural-gas rates at a reasonable level. Order 

No. 636, issued in 1992, allowed FERC to issue blanket 

certificates that permitted jurisdictional sellers (typically

interstate pipelines) to charge market-based rates for gas,

provided that FERC had first determined that the sellers 

lacked market power. See 57 Fed. Reg. 57957–57958 

(1992); id., at 13270. 

After the issuance of this order, FERC’s oversight of the

natural-gas market largely consisted of (1) ex ante examinations of jurisdictional sellers’ market power, and (2) the 

availability of a complaint process under §717d(a). See 

Brief for United States as Amicus Curiae 4. The new 

system also led many large gas consumers—such as industrial and commercial users—to buy their own gas directly 

from gas producers, and to arrange (and often pay separately) for transportation from the field to the place of

consumption. See Tracy, 519 U. S., at 284. Insofar as 

interstate pipelines sold gas to such consumers, they sold

it for direct consumption rather than resale. 

3 

The free-market system for setting interstate pipeline 

rates turned out to be less than perfect. Interstate pipelines, distributing companies, and many of the customers 

who bought directly from the pipelines found that they

had to rely on privately published price indices to determine appropriate prices for their natural-gas contracts. 

These indices listed the prices at which natural gas was 
Cite as: 575 U. S. ____ (2015) 7 

Opinion of the Court 

being sold in different (presumably competitive) markets 

across the country. The information on which these indices were based was voluntarily reported by natural-gas

traders. 

In 2003, FERC found that the indices were inaccurate, 

in part because much of the information that natural-gas 

traders reported had been false. See FERC, Final Report

on Price Manipulation in Western Markets (Mar. 2003),

App. 88–89. FERC found that false reporting had involved 

“inflating the volume of trades, omitting trades, and adjusting the price of trades.” Id., at 88. That is, sometimes 

those who reported information simply fabricated it.

Other times, the information reported reflected “wash 

trades,” i.e., “prearranged pair[s] of trades of the same 

good between the same parties, involving no economic risk

and no net change in beneficial ownership.” Id., at 215. 

FERC concluded that these “efforts to manipulate price

indices compiled by trade publications” had helped raise 

“to extraordinary levels” the prices of both jurisdictional

sales (that is, interstate pipeline sales for resale) and 

nonjurisdictional direct sales to ultimate consumers. Id., 

at 86, 85. 

After issuing its final report on price manipulation in 

western markets, FERC issued a Code of Conduct. That 

code amended all blanket certificates to prohibit jurisdictional sellers “from engaging in actions without a legitimate business purpose that manipulate or attempt to

manipulate market conditions, including wash trades and

collusion.” 68 Fed. Reg. 66324 (2003). The code also 

required jurisdictional companies, when they provided

information to natural-gas index publishers, to “provide

accurate and factual information, and not knowingly 

submit false or misleading information or omit material

information to any such publisher.” Id., at 66337. At the 

same time, FERC issued a policy statement setting forth

“minimum standards for creation and publication of any 
 

8 ONEOK, INC. v. LEARJET, INC. 

Opinion of the Court 

energy price index,” and “for reporting transaction data to

index developers.” Price Discovery in Natural Gas and 

Elec. Markets, 104 FERC ¶61,121, pp. 61,407, 61,408 

(2003). Finally, FERC, after finding that certain jurisdictional sellers had “engaged in wash trading . . . that resulted in the manipulation of [natural-gas] prices,” terminated those sellers’ blanket marketing certificates. Enron 

Power Marketing, Inc., 103 FERC ¶61,343, p. 62,303

(2003).

Congress also took steps to address these problems. In 

particular, it passed the Energy Policy Act of 2005, 119 

Stat. 594, which gives FERC the authority to issue rules 

and regulations to prevent “any manipulative or deceptive

device or contrivance” by “any entity . . . in connection 

with the purchase or sale of natural gas or the purchase or

sale of transportation services subject to the jurisdiction 

of ” FERC, 15 U. S. C. §717c–1. 

C 

We now turn to the cases before us. Respondents, as we

have said, bought large quantities of natural gas directly 

from interstate pipelines for their own consumption. They

believe that they overpaid in these transactions due to the

interstate pipelines’ manipulation of the natural-gas 

indices. Based on this belief, they filed state-law antitrust

suits against petitioners in state and federal courts. See 

App. 244–246 (alleging violations of Wis. Stat. §§133.03,

133.14, 133.18); see also App. 430–433 (same); id., at 519– 

521 (same); id., at 362–364 (alleging violations of Kansas 

Restraint of Trade Act, Kan. Stat. Ann. §50–101 et seq.);

App. 417–419 (alleging violations of Missouri Antitrust 

Law, Mo. Rev. Stat. §§416.011–416.161). The pipelines

removed all the state cases to federal court, where they

were consolidated and sent for pretrial proceedings to the

Federal District Court for the District of Nevada. See 28 

U. S. C. §1407. 
 

Cite as: 575 U. S. ____ (2015) 9 

Opinion of the Court 

The pipelines then moved for summary judgment on the

ground that the Natural Gas Act pre-empted respondents’ 

state-law antitrust claims. The District Court granted 

their motion. It concluded that the pipelines were “jurisdictional sellers,” i.e., “natural gas companies engaged in” 

the “transportation of natural gas in interstate commerce.”

Order in No. 03–cv–1431 (D Nev., July 18, 2011), pp. 4, 11. 

And it held that respondents’ claims, which were “aimed

at” these sellers’ “alleged practices of false price reporting,

wash trades, and anticompetitive collusive behavior” were 

pre-empted because “such practices,” not only affected 

nonjurisdictional direct-sale prices but also “directly affect[ed]” jurisdictional (i.e., wholesale) rates. Id., at 36–37. 

The Ninth Circuit reversed. It emphasized that the

price-manipulation of which respondents complained 

affected not only jurisdictional (i.e., wholesale) sales, but 

also nonjurisdictional (i.e., retail) sales. The court construed the Natural Gas Act’s pre-emptive scope narrowly

in light of Congress’ intent—manifested in §1(b) of the

Act—to preserve for the States the authority to regulate

nonjurisdictional sales. And it held that the Act did not 

pre-empt state-law claims aimed at obtaining damages for 

excessively high retail natural-gas prices stemming from

interstate pipelines’ price manipulation, even if the manipulation raised wholesale rates as well. See In re Western States Wholesale Natural Gas Antitrust Litigation, 715 

F. 3d 716, 729–736 (2013).

The pipelines sought certiorari. They asked us to resolve confusion in the lower courts as to whether the 

Natural Gas Act pre-empts retail customers’ state antitrust law challenges to practices that also affect wholesale 

rates. Compare id., at 729–736, with Leggett v. Duke 

Energy Corp., 308 S. W. 3d 843 (Tenn. 2010). We granted

the petition. 
 

10 ONEOK, INC. v. LEARJET, INC. 

Opinion of the Court 

II 

Petitioners, supported by the United States, argue that 

their customers’ state antitrust lawsuits are within the 

field that the Natural Gas Act pre-empts. See Brief for 

Petitioners 18 (citing Schneidewind, 485 U. S., at 305); 

Brief for United States as Amicus Curiae 13 (same). They

point out that respondents’ antitrust claims target anticompetitive activities that affected wholesale (as well as 

retail) rates. See Brief for Petitioners 2. They add that

the Natural Gas Act expressly grants FERC authority to

keep wholesale rates at reasonable levels. See ibid. (citing

15 U. S. C. §§717(b), 717d(a)). In exercising this authority,

FERC has prohibited the very kind of anticompetitive

conduct that the state actions attack. See Part I–B–3, 

supra. And, petitioners contend, letting these actions 

proceed will permit state antitrust courts to reach conclusions about that conduct that differ from those that FERC 

might reach or has already reached. Accordingly, petitioners argue, respondents’ state-law antitrust suits fall 

within the pre-empted field. 

A 

Petitioners’ arguments are forceful, but we cannot accept their conclusion. As we have repeatedly stressed, the

Natural Gas Act “was drawn with meticulous regard for

the continued exercise of state power, not to handicap or

dilute it in any way.” Panhandle Eastern Pipe Line Co. v. 

Public Serv. Comm’n of Ind., 332 U. S. 507, 517–518 

(1947); see also Northwest Central, 489 U. S., at 511 (the

“legislative history of the [Act] is replete with assurances 

that the Act ‘takes nothing from the State [regulatory] 

commissions’” (quoting 81 Cong. Rec. 6721 (1937))). Accordingly, where (as here) a state law can be applied to

nonjurisdictional as well as jurisdictional sales, we must 

proceed cautiously, finding pre-emption only where detailed examination convinces us that a matter falls within 
 

 

Cite as: 575 U. S. ____ (2015) 11 

Opinion of the Court 

the pre-empted field as defined by our precedents. See 

Panhandle Eastern, supra, at 516–518; Interstate Natural 

Gas Co. v. FPC, 331 U. S. 682, 689–693 (1947).

Those precedents emphasize the importance of considering the target at which the state law aims in determining 

whether that law is pre-empted. For example, in Northern 

Natural Gas Co. v. State Corporation Comm’n of Kan., 372 

U. S. 84 (1963), the Court said that it had “consistently 

recognized” that the “significant distinction” for purposes 

of pre-emption in the natural-gas context is the distinction 

between “measures aimed directly at interstate purchasers

and wholesales for resale, and those aimed at” subjects left 

to the States to regulate. Id., at 94 (emphasis added). 

And, in Northwest Central, the Court found that the Natural Gas Act did not pre-empt a state regulation concerning

the timing of gas production from a gas field within the

State, even though the regulation might have affected the

costs of and the prices of interstate wholesale sales, i.e., 

jurisdictional sales. 489 U. S., at 514. In reaching this

conclusion, the Court explained that the state regulation

aimed primarily at “protect[ing] producers’ . . . rights—a

matter firmly on the States’ side of that dividing line.” 

Ibid. The Court contrasted this state regulation with the 

state orders at issue in Northern Natural, which “‘invalidly invade[d] the federal agency’s exclusive domain’ precisely because” they were “‘unmistakably and unambiguously 

directed at purchasers.’” Id., at 513 (quoting Northern 

Natural, supra, at 92; emphasis added). Here, too, the 

lawsuits are directed at practices affecting retail rates– 

which are “firmly on the States’ side of that dividing line.”

Petitioners argue that Schneidewind constitutes contrary authority. In that case, the Court found pre-empted a

state law that required public utilities, such as interstate 

pipelines crossing the State, to obtain state approval

before issuing long-term securities. 485 U. S., at 306–309. 

But the Court there thought that the State’s securities 
 

12 ONEOK, INC. v. LEARJET, INC. 

Opinion of the Court 

regulation was aimed directly at interstate pipelines. It 

wrote that the state law was designed to keep “a natural 

gas company from raising its equity levels above a certain

point” in order to keep the company’s revenue requirement 

low, thereby ensuring lower wholesale rates. Id., at 307– 

308. Indeed, the Court expressly said that the state law 

was pre-empted because it was “directed at . . . the control 

of rates and facilities of natural gas companies,” “precisely 

the things over which FERC has comprehensive authority.” Id., at 308 (emphasis added).

The dissent rejects the notion that the proper test for 

purposes of pre-emption in the natural gas context is

whether the challenged measures are “aimed directly at 

interstate purchasers and wholesales for resale” or not. 

Northern Natural, supra, at 94. It argues that this approach is “unprecedented,” and that the Court’s focus 

should be on “what the State seeks to regulate . . . , not 

why the State seeks to regulate it.” Post, at 6 (opinion of 

SCALIA, J.). But the “target” to which our cases refer must 

mean more than just the physical activity that a State

regulates. After all, a single physical action, such as 

reporting a price to a specialized journal, could be the

subject of many different laws—including tax laws, disclosure laws, and others. To repeat the point we made above,

no one could claim that FERC’s regulation of this physical 

activity for purposes of wholesale rates forecloses every 

other form of state regulation that affects those rates.

Indeed, although the dissent argues that Schneidwind 

created a definitive test for pre-emption in the natural gas

context that turns on whether “the matter on which the 

State asserts the right to act is in any way regulated by

the Federal Act,” post, at 3 (quoting 485 U. S., at 310, 

n. 13), Schneidewind could not mean this statement as an 

absolute test. It goes on to explain that the Natural Gas 

Act does not pre-empt “traditional” state regulation, such 

as state blue sky laws (which, of course, raise wholesale— 
Cite as: 575 U. S. ____ (2015) 13 

Opinion of the Court 

as well as retail—investment costs). Id., at 308, n. 11. 

Antitrust laws, like blue sky laws, are not aimed at 

natural-gas companies in particular, but rather all businesses in the marketplace. See ibid. They are far broader

in their application than, for example, the regulations at 

issue in Northern Natural, which applied only to entities

buying gas from fields within the State. See 372 U. S., at 

85–86, n. 1; contra, post, at 5–6 (stating that Northern 

Natural concerned “background market conditions”). This 

broad applicability of state antitrust law supports a finding of no pre-emption here. 

Petitioners and the dissent argue that there is, or

should be, a clear division between areas of state and 

federal authority in natural-gas regulation. See Brief for 

Petitioners 18; post, at 7. But that Platonic ideal does not 

describe the natural gas regulatory world. Suppose 

FERC, when setting wholesale rates in the former cost-ofservice rate-making days, had denied cost recovery for

pipelines’ failure to recycle. Would that fact deny States

the power to enact and apply recycling laws? These state 

laws might well raise pipelines’ operating costs, and thus

the costs of wholesale natural gas transportation. But in 

Northwest Central we said that “[t]o find field pre-emption

of [state] regulation merely because purchasers’ costs and

hence rates might be affected would be largely to nullify 

. . . §1(b).” 489 U. S., at 514. 

The dissent barely mentions the limitations on FERC’s 

powers in §1(b), but the enumeration of FERC’s powers in

§5(a) is circumscribed by a reference back to the limitations in §1(b). See post, at 1–3. As we explained above, 

see Part I–B–1, supra, those limits are key to understanding the careful balance between federal and state regulation that Congress struck when it passed the Natural Gas 

Act. That Act “was drawn with meticulous regard for the 

continued exercise of state power, not to handicap or 

dilute it in any way.” Panhandle Eastern, 332 U. S., at 
 

 

 

 

14 ONEOK, INC. v. LEARJET, INC. 

Opinion of the Court 

517–518. Contra, post, at 8. States have a “long history 

of ” providing “common-law and statutory remedies 

against monopolies and unfair business practices.” ARC 

America, 490 U. S., at 101; see also Watson v. Buck, 313 

U. S. 387, 404 (1941) (noting the States’ “long-recognized 

power to regulate combinations in restraint of trade”).

Respondents’ state-law antitrust suits relied on this well 

established state power. 

B 

Petitioners point to two other cases that they believe 

support their position. The first is Mississippi Power & 

Light Co. v. Mississippi ex rel. Moore, 487 U. S. 354 (1988).

There, the Court held that the Federal Power Act—which 

gives FERC the authority to determine whether rates

charged by public utilities in electric energy sales are “just 

and reasonable,” 16 U. S. C. §824d(a)—pre-empted a state

inquiry into the reasonableness of FERC-approved prices

for the sale of nuclear power to wholesalers of electricity

(which led to higher retail electricity rates). 487 U. S., at 

373–377. Petitioners argue that this case shows that state 

regulation of similar sales here—i.e., by a pipeline to a

direct consumer—must also be pre-empted. See Reply

Brief 11–12. Mississippi Power, however, is best read as a 

conflict pre-emption case, not a field pre-emption case.

See 487 U. S., at 377 (“[A] state agency’s ‘efforts to regulate commerce must fall when they conflict with or interfere with federal authority over the same activity’” (quoting Chicago & North Western Transp. Co. v. Kalo Brick & 

Tile Co., 450 U. S. 311, 318–319 (1981))). 

Regardless, the state inquiry in Mississippi Power was 

pre-empted because it was directed at jurisdictional sales 

in a way that respondents’ state antitrust lawsuits are 

not. Mississippi’s inquiry into the reasonableness of

FERC-approved purchases was effectively an attempt to

“regulate in areas where FERC has properly exercised its 
Cite as: 575 U. S. ____ (2015) 15 

Opinion of the Court 

jurisdiction to determine just and reasonable wholesale

rates.” 487 U. S., at 374. By contrast, respondents’ state

antitrust lawsuits do not seek to challenge the reasonableness of any rates expressly approved by FERC. Rather, 

they seek to challenge the background marketplace conditions that affected both jurisdictional and nonjurisdictional rates. 

Petitioners additionally point to FPC v. Louisiana Power 

& Light Co., 406 U. S. 621 (1972). In that case, the Court 

held that federal law gave FPC the authority to allocate

natural gas during shortages by ordering interstate pipelines to curtail gas deliveries to all customers, including 

retail customers. This latter fact, the pipelines argue,

shows that FERC has authority to regulate index manipulation insofar as that manipulation affects retail (as well

as wholesale) sales. Brief for Petitioners 26. Accordingly,

they contend that state laws that aim at this same subject 

are pre-empted.

This argument, however, makes too much of too little. 

The Court’s finding of pre-emption in Louisiana Power 

rested on its belief that the state laws in question conflicted with federal law. The Court concluded that “FPC 

has authority to effect orderly curtailment plans involving 

both direct sales and sales for resale,” 406 U. S., at 631, 

because otherwise there would be “unavoidable conflict 

between” state regulation of direct sales and the “uniform

federal regulation” that the Natural Gas Act foresees, id., 

at 633–635. Conflict pre-emption may, of course, invalidate a state law even though field pre-emption does not. 

Because petitioners have not argued this case as a conflict

pre-emption case, Louisiana Power does not offer them 

significant help. 

C 

To the extent any conflicts arise between state antitrust

law proceedings and the federal rate-setting process, the 
 

 

16 ONEOK, INC. v. LEARJET, INC. 

Opinion of the Court 

doctrine of conflict pre-emption should prove sufficient to

address them. But as we have noted, see Part I–A, supra, 

the parties have not argued conflict pre-emption. See also, 

e.g., Tr. of Oral Arg. 24 (Solicitor General agrees that he

has not “analyzed this [case] under a conflict preemption 

regime”). We consequently leave conflict pre-emption

questions for the lower courts to resolve in the first 

instance. 

D 

We note that petitioners and the Solicitor General have 

argued that we should defer to FERC’s determination that

field pre-emption bars the respondents’ claims. See Brief 

for Petitioners 22 (citing Arlington v. FCC, 569 U. S. ___, 

___–___ (2013) (slip op., at 10–14); Brief for United States 

as Amicus Curiae 32 (same). But they have not pointed to

a specific FERC determination that state antitrust claims

fall within the field pre-empted by the Natural Gas Act. 

Rather, they point only to the fact that FERC has promulgated detailed rules governing manipulation of price 

indices. Because there is no determination by FERC that 

its regulation pre-empts the field into which respondents’

state-law antitrust suits fall, we need not consider what 

legal effect such a determination might have. And we 

conclude that the detailed federal regulations here do not

offset the other considerations that weigh against a finding of pre-emption in this context. 

* * * 

For these reasons, the judgment of the Court of Appeals 

for the Ninth Circuit is affirmed. 

It is so ordered. 
_________________ 

_________________ 

 

Cite as: 575 U. S. ____ (2015) 1 

Opinion of THOMAS, J. 

SUPREME COURT OF THE UNITED STATES 

No. 13–271 

ONEOK, INC., ET AL. PETITIONERS v.

 LEARJET, INC., ET AL. 

ON WRIT OF CERTIORARI TO THE UNITED STATES COURT OF 

APPEALS FOR THE NINTH CIRCUIT
 

[April 21, 2015] 

JUSTICE THOMAS, concurring in part and concurring in 

the judgment. 

I agree with much of the majority’s application of our

precedents governing pre-emption under the Natural Gas

Act. I write separately to reiterate my view that “implied 

pre-emption doctrines that wander far from the statutory

text are inconsistent with the Constitution.” Wyeth v. 

Levine, 555 U. S. 555, 583 (2009) (THOMAS, J., concurring 

in judgment). The Supremacy Clause of our Constitution 

“gives ‘supreme’ status only to those [federal laws] that

are ‘made in Pursuance’” of it. Id., at 585 (quoting Art. VI, 

cl. 2). And to be “made in Pursuance” of the Constitution, 

a law must fall within one of Congress’ enumerated powers and be promulgated in accordance with the lawmaking 

procedures set forth in that document. Id., at 585–586. 

“The Supremacy Clause thus requires that pre-emptive

effect be given only to those federal standards and policies 

that are set forth in, or necessarily follow from, the statutory text that was produced through the constitutionally 

required bicameral and presentment procedures.” Id., at 

586. 

In light of this constitutional requirement, I have doubts

about the legitimacy of this Court’s precedents concerning the pre-emptive scope of the Natural Gas Act, see, e.g., 

Northern Natural Gas Co. v. State Corporation Comm’n of 
 

2 ONEOK, INC. v. LEARJET, INC. 

Opinion of THOMAS, J. 

Kan., 372 U. S. 84, 91–92 (1963) (defining the pre-empted 

field in light of the “objective[s]” of the Act). Neither 

party, however, has asked us to overrule these longstanding precedents or “to overcome the presumption of stare 

decisis that attaches to” them. Kurns v. Railroad Friction 

Products Corp., 565 U. S. ___, ___ (2012) (slip op., at 7). 

And even under these precedents, the challenged state

antitrust laws fall outside the pre-empted field. Because 

the Court today avoids extending its earlier questionable 

precedents, I concur in its judgment and join all but Part

I–A of its opinion. 
_________________ 

_________________ 

 

Cite as: 575 U. S. ____ (2015) 1 

SCALIA, J., dissenting 

SUPREME COURT OF THE UNITED STATES 

No. 13–271 

ONEOK, INC., ET AL. PETITIONERS v.

 LEARJET, INC., ET AL. 

ON WRIT OF CERTIORARI TO THE UNITED STATES COURT OF 

APPEALS FOR THE NINTH CIRCUIT
 

[April 21, 2015] 

JUSTICE SCALIA, with whom THE CHIEF JUSTICE joins,

dissenting. 

The Natural Gas Act divides responsibility over trade in 

natural gas between federal and state regulators. The Act 

and our cases interpreting it draw a firm line between

national and local authority over this trade: If the Federal 

Government may regulate a subject, the States may not.

Today the Court smudges this line. It holds that States 

may use their antitrust laws to regulate practices already 

regulated by the Federal Energy Regulatory Commission 

whenever “other considerations . . . weigh against a finding of pre-emption.” Ante, at 16. The Court’s make-it-upas-you-go-along approach to preemption has no basis in

the Act, contradicts our cases, and will prove unworkable 

in practice. 

I 

Trade in natural gas consists of three parts. A drilling

company collects gas from the earth; a pipeline company

then carries the gas to its destination and sells it at

wholesale to a local distributor; and the local distributor 

sells the gas at retail to industries and households. See 

ante, at 3. The Natural Gas Act empowers the Commission to regulate the middle of this three-leg journey—

interstate transportation and wholesale sales. 15 U. S. C. 
 

2 ONEOK, INC. v. LEARJET, INC. 

SCALIA, J., dissenting 

§717 et seq. But it does not empower the Commission to

regulate the opening and closing phases—production at 

one end, retail sales at the other—thus leaving those 

matters to the States. §717(b). (Like the Court, I will for 

simplicity’s sake call the sales controlled by the Commission wholesale sales, and the companies controlled by the

Commission pipelines. See ante, at 4.)

Over 70 years ago, the Court concluded that the Act

confers “exclusive jurisdiction upon the federal regulatory

agency.” Public Util. Comm’n of Ohio v. United Fuel Gas 

Co., 317 U. S. 456, 469 (1943). The Court thought it

“clear” that the Act contemplates “a harmonious, dual

system of regulation of the natural gas industry—federal

and state regulatory bodies operating side by side, each 

active in its own sphere,” “without any confusion of functions.” Id., at 467. The Court drew this inference from the 

law’s purpose and legislative history, though it could just 

as easily have relied on the law’s terms and structure. 

The Act grants the Commission a wide range of powers 

over wholesale sales and transportation, but qualifies only 

some of these powers with reservations of state authority

over the same subject. See §717g(a) (concurrent authority 

over recordkeeping); §717h(a) (concurrent authority over

depreciation and amortization rates). Congress’s decision

to include express reservations of state power alongside 

these grants of authority, but to omit them alongside other 

grants of authority, suggests that the other grants are 

exclusive. Right or wrong, in any event, our inference of

exclusivity is now settled beyond debate. 

United Fuel rejected a State’s regulation of wholesale 

rates. Id., at 468. But our later holdings establish that 

the Act makes exclusive the Commission’s powers in

general, not just its rate-setting power in particular. We 

have again and again set aside state laws—even those 

that do not purport to fix wholesale rates—for regulating a 

matter already subject to regulation by the Commission. 
Cite as: 575 U. S. ____ (2015) 3 

SCALIA, J., dissenting 

See, e.g., Northern Natural Gas Co. v. State Corporation 

Comm’n of Kan., 372 U. S. 84, 89 (1963) (state regulation 

of pipelines’ gas purchases preempted because it “invade[s] the exclusive jurisdiction which the Natural Gas 

Act has conferred upon the [Commission]”); Exxon Corp. v. 

Eagerton, 462 U. S. 176, 185 (1983) (state law prohibiting 

producers from passing on production taxes preempted 

because it “trespasse[s] upon FERC’s authority”); 

Schneidewind v. ANR Pipeline Co., 485 U. S. 293, 309 

(1988) (state securities regulation directly affecting wholesale rates and gas transportation facilities preempted 

because it regulates “matters that Congress intended 

FERC to regulate”). The test for preemption in this setting, the Court has confirmed, “‘is whether the matter on

which the State asserts the right to act is in any way

regulated by the Federal Act.’” Id., at 310, n. 13. 

 Straightforward application of these precedents would 

make short work of the case at hand. The Natural Gas 

Act empowers the Commission to regulate “practice[s] . . . 

affecting [wholesale] rate[s].” §717d. Nothing in the Act 

suggests that the States share power to regulate these 

practices. The Commission has reasonably determined 

that this power allows it to regulate the behavior involved 

in this case, pipelines’ use of sham trades and false reports 

to manipulate gas price indices. Because the Commission’s exclusive authority extends to the conduct challenged here, state antitrust regulation of that conduct is 

preempted. 

II 

The Court agrees that the Commission may regulate

index manipulation, but upholds state antitrust regulation

of this practice anyway on account of “other considerations 

that weigh against a finding of pre-emption in this context.” Ante, at 16. That is an unprecedented decision.

The Court does not identify a single case—not one—in 
 

4 ONEOK, INC. v. LEARJET, INC. 

SCALIA, J., dissenting 

which we have sustained state regulation of behavior 

already regulated by the Commission. The Court’s justifications for its novel approach do not persuade. 

A 

The Court begins by considering “the target at which the 

state law aims.” Ante, at 11. It reasons that because this 

case involves a practice that affects both wholesale and 

retail rates, the Act tolerates state regulation that takes 

aim at the practice’s retail-stage effects. Ibid. 

This analysis misunderstands how the Natural Gas Act 

divides responsibilities between national and local regulators. The Act does not give the Commission the power to

aim at particular effects; it gives it the power to regulate 

particular activities. When the Commission regulates

those activities, it may consider their effects on all parts of 

the gas trade, not just on wholesale sales. It may, for 

example, set wholesale rates with the aim of encouraging 

producers to conserve gas supplies—even though production is a state-regulated activity. See Colorado Interstate 

Gas Co. v. FPC, 324 U. S. 581, 602–603 (1945); id., at 609– 

610 (Jackson, J., concurring). Or it may regulate wholesale sales with an eye toward blunting the sales’ anticompetitive effects in the retail market—even though retail 

prices are controlled by the States. See FPC v. Conway 

Corp., 426 U. S. 271, 276–280 (1976). The Court’s ad hoc 

partition of authority over index manipulation—leaving it

to the Commission to control the practice’s consequences 

for wholesale sales, but allowing the States to target its

consequences for retail sales—thus clashes with the design of the Act.

To justify its fixation on aims, the Court stresses that 

this case involves regulation of “background marketplace 

conditions” rather than regulation of wholesale rates or 

sales themselves. Ante, at 15. But the Natural Gas Act 

empowers the Commission to regulate wholesale rates and 
 

Cite as: 575 U. S. ____ (2015) 5 

SCALIA, J., dissenting 

“background” practices affecting such rates. It grants both

powers in the same clause: “Whenever the Commission . . .

find[s] that a [wholesale] rate, charge, or classification . . .

[or] any rule, regulation, practice, or contract affecting

such rate, charge, or classification is unjust [or] unreasonable, . . . the Commission shall determine the just and 

reasonable rate, charge, classification, rule, regulation, 

practice, or contract to be thereafter observed.” §717d(a)

(emphasis added). Nothing in this provision, and for that 

matter nothing in the Act, suggests that federal authority

over practices is a second-class power, somehow less exclusive than the authority over rates. 

The Court persists that the background conditions in 

this case affect both wholesale and retail sales. Ante, at 

15. This observation adds atmosphere, but nothing more.

The Court concedes that index manipulation’s dual effect 

does not weaken the Commission’s power to regulate it. 

Ante, at 10. So too should the Court have seen that this 

simultaneous effect does not strengthen the claims of the

States. It is not at all unusual for an activity controlled by

the Commission to have effects in the States’ field; production, wholesale, and retail are after all interdependent

stages of a single trade. We have never suggested that the 

rules of field preemption change in such situations. For 

example, producers’ ability to pass production taxes on to

pipelines no doubt affects both producers and pipelines. 

Yet we had no trouble concluding that a state law restricting producers’ ability to pass these taxes impermissibly 

attempted to manage “a matter within the sphere of 

FERC’s regulatory authority.” Exxon, supra, at 185–186. 

The Court’s approach makes a snarl of our precedents. 

In Northern Natural, the Court held that the Act preempts

state regulations requiring pipelines to buy gas ratably 

from gas wells. 372 U. S., at 90. The regulations in that 

case shared each of the principal features emphasized by 

the Court today. They governed background market 
 

6 ONEOK, INC. v. LEARJET, INC. 

SCALIA, J., dissenting 

conditions, not wholesale prices. Id., at 90–91. The background conditions in question, pipelines’ purchases from

gas wells, affected both the federal field of wholesale sales 

and the state field of gas production. Id., at 92–93. And 

the regulations took aim at the purchases’ effects on production; they sought to promote conservation of natural 

resources by limiting how much gas pipelines could take

from each well. Id., at 93. No matter; the Court still 

concluded that the regulations “invade[d] the federal 

agency’s exclusive domain.” Id., at 92. The factors that 

made no difference in Northern Natural should make no 

difference today.

Contrast Northern Natural with Northwest Central 

Pipeline Corp. v. State Corporation Comm’n of Kan., 489 

U. S. 493 (1989), which involved state regulations that 

restricted the times when producers could take gas from

wells. On this occasion the Court upheld the regulations—not because the law aimed at the objective of gas

conservation, but because the State pursued this end by

regulating “‘the physical ac[t] of drawing gas from the 

earth.’” Id., at 510. Our precedents demand, in other

words, that the Court focus in the present case upon what 

the State seeks to regulate (a pipeline practice that is

subject to regulation by the Commission), not why the 

State seeks to regulate it (to curb the practice’s effects on

retail rates).

Trying to turn liabilities into assets, the Court brandishes statements from Northern Natural and Northwest 

Central that (in its view) discuss where state law was

“aimed” or “directed.” Ante, at 11. But read in context, 

these statements refer to the entity or activity that the

state law regulates, not to which of the activity’s effects 

the law seeks to control by regulating it. See, e.g., Northern Natural, supra, at 94 (“[O]ur cases have consistently 

recognized a significant distinction . . . between conservation measures aimed directly at interstate purchasers and 
Cite as: 575 U. S. ____ (2015) 7 

SCALIA, J., dissenting 

wholesales . . . , and those aimed at producers and production”); Northwest Central, supra, at 512 (“[This regulation] 

is directed to the behavior of gas producers”). The lawsuits at hand target pipelines (entities regulated by the

Commission) for their manipulation of indices (behavior 

regulated by the Commission). That should have sufficed 

to establish preemption. 

B 

The Court also tallies several features of state antitrust 

law that, it believes, weigh against preemption. Ante, at 

13–14. Once again the Court seems to have forgotten its

precedents. We have said before that “‘Congress meant to

draw a bright line easily ascertained, between state and

federal jurisdiction’” over the gas trade. Nantahala Power 

& Light Co. v. Thornburg, 476 U. S. 953, 966 (1986) (quoting FPC v. Southern Cal. Edison Co., 376 U. S. 205, 215– 

216 (1964)). Our decisions have therefore “‘squarely

rejected’” the theory, endorsed by the Court today, that

the boundary between national and local authority turns 

on “‘a case-by-case analysis of the impact of state regulation upon the national interest.’” Ibid. 

State antitrust law, the Court begins, applies to “all

businesses in the marketplace” rather than just “naturalgas companies in particular.” Ante, at 13. So what? No 

principle of our natural-gas preemption jurisprudence

distinguishes particularized state laws from state laws of 

general applicability. We have never suggested, for example, that a State may use general price-gouging laws to fix 

wholesale rates, or general laws about unfair trade practices to control wholesale contracts, or general commoncarrier laws to administer interstate pipelines. The Court 

in any event could not have chosen a worse setting in

which to attempt a distinction between general and particular laws. Like their federal counterpart, state antitrust laws tend to use the rule of reason to judge the law-
 

 

8 ONEOK, INC. v. LEARJET, INC. 

SCALIA, J., dissenting 

fulness of challenged practices. Legal Aspects of Buying

and Selling §10:12 (P. Zeidman ed. 2014–2015). This 

amorphous standard requires the reviewing court to consider “a variety of factors, including specific information

about the relevant business, its condition before and after 

the restraint was imposed, and the restraint’s history, 

nature, and effect.” State Oil Co. v. Khan, 522 U. S. 3, 10 

(1997). Far from authorizing across-the-board application

of a uniform requirement, therefore, the Court’s decision

will invite state antitrust courts to engage in targeted 

regulation of the natural-gas industry.

The Court also stresses the “‘long history’” of state 

antitrust regulation. Ante, at 14. Again, quite beside the

point. States have long regulated public utilities, yet the

Natural Gas Act precludes them from using that established power to fix gas wholesale prices. United Fuel, 317 

U. S., at 468. States also have long enacted laws to conserve natural resources, yet the Act precludes them from 

deploying that power to control purchases made by gas 

pipelines. Northern Natural, 372 U. S., at 93–94. The 

Court’s invocation of the pedigree of state antitrust law 

rests on air. 

One need not launch this unbounded inquiry into the

features of state law in order to preserve the States’ authority to apply “tax laws,” “disclosure laws,” and “blue 

sky laws” to natural-gas companies, ante, at 12. One need 

only stand by the principle that if the Commission has 

authority over a subject, the States lack authority over

that subject. The Commission’s authority to regulate gas

pipelines “in the public interest,” §717a, is a power to

address matters that are traditionally the concern of

utility regulators, not “a broad license to promote the

general public welfare,” NAACP v. FPC, 425 U. S. 662, 669 

(1976). We have explained that the Commission does not,

for example, have power to superintend “employment

discrimination” or “unfair labor practices.” Id., at 670– 
 

Cite as: 575 U. S. ____ (2015) 9 

SCALIA, J., dissenting 

671. So the Act does not preempt state employment discrimination or labor laws. But the Commission does have 

power to consider, say, “conservation, environmental, and 

antitrust questions.” Id., at 670, n. 6 (emphasis added). 

So the Act does preempt state antitrust laws. 

C 

At bottom, the Court’s decision turns on its perception

that the Natural Gas Act “‘was drawn with meticulous 

regard for the continued exercise of state power.’” Ante, at 

10. No doubt the Act protects state authority in a variety 

of ways. It gives the Commission authority over only some

parts of the gas trade. §717(b). It establishes procedures

under which the Commission may consult, collaborate, or 

share information with States. §717p. It even provides

that the Commission may regulate practices affecting 

wholesale rates “upon its own motion or upon complaint of 

any State.” §717d(a) (emphasis added). It should have 

gone without saying, however, that no law pursues its 

purposes at all costs. Nothing in the Act and nothing in 

our cases suggests that Congress protected state power in 

the way imagined by today’s decision: by licensing state

sorties into the Commission’s domain whenever judges 

conclude that an incursion would not be too disruptive.

The Court’s preoccupation with the purpose of preserving state authority is all the more inexpiable because that 

is not the Act’s only purpose. The Act also has competing 

purposes, the most important of which is promoting “uniformity of regulation.” Northern Natural, supra, at 91. 

The Court’s decision impairs that objective. Before today,

interstate pipelines knew that their practices relating to

price indices had to comply with one set of regulations 

promulgated by the Commission. From now on, however, 

pipelines will have to ensure that their behavior conforms 

to the discordant regulations of 50 States—or more accurately, to the discordant verdicts of untold state antitrust 
 

 

10 ONEOK, INC. v. LEARJET, INC. 

SCALIA, J., dissenting 

juries. The Court’s reassurance that pipelines may still 

invoke conflict preemption, see ante, at 15–16, provides

little comfort on this front. Conflict preemption will resolve only discrepancies between state and federal regulations, not the discrepancies among differing state regulations to which today’s opinion subjects the industry. 

* * * 

“The Natural Gas Act was designed . . . to produce a

harmonious and comprehensive regulation of the industry. 

Neither state nor federal regulatory body was to encroach 

upon the jurisdiction of the other.” FPC v. Panhandle 

Eastern Pipe Line Co., 337 U. S. 498, 513 (1949) (footnote 

omitted). Today, however, the Court allows the States to 

encroach. Worse still, it leaves pipelines guessing about

when States will be allowed to encroach again. May

States aim at retail rates under laws that share none of 

the features of antitrust law advertised today? Under 

laws that share only some of those features? May States 

apply their antitrust laws to pipelines without aiming at 

retail rates? But that is just the start. Who knows what 

other “considerations that weigh against a finding of preemption” remain to be unearthed in future cases? The 

Court’s all-things-considered test does not make for a 

stable background against which to carry on the natural 

gas trade.

I would stand by the more principled and more workable

line traced by our precedents. The Commission may 

regulate the practices alleged in this case; the States

therefore may not. I respectfully dissent.