Exhibit 2 

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166 FERC ¶ 61,053

UNITED STATES OF AMERICA

FEDERAL ENERGY REGULATORY COMMISSION

Before Commissioners: Neil Chatterjee, Chairman;

 Cheryl A. LaFleur and Richard Glick.

Exelon Corporation 

 v. 

Pacific Gas and Electric Company

Docket No. EL19-36-000

ORDER ON PETITION FOR DECLARATORY ORDER AND COMPLAINT

(Issued January 28, 2019)

On January 22, 2019, Exelon Corporation (Exelon) filed, pursuant to sections 206 

and 306 of the Federal Power Act (FPA)1and Rules 206 and 207 of the Commission’s 

Rules of Practice and Procedure,2a petition for declaratory order and complaint (Petition) 

against Pacific Gas and Electric Company (PG&E) requesting that the Commission find 

that, if PG&E files for bankruptcy, PG&E may not abrogate, amend, or reject in a 

bankruptcy proceeding any rates, terms and conditions of its wholesale power purchase 

agreements subject to the Commission’s jurisdiction without first obtaining approval 

from the Commission under FPA sections 205 and 206.3 In this order, the Commission 

addresses Exelon’s Petition for a declaratory order and clarifies its position with regard to 

bankruptcy filings that seek to reject Commission-jurisdictional wholesale power 

purchase agreements.4

 

1 16 U.S.C. §§ 824e, 825e (2012).

2 18 C.F.R. §§ 385.206, 385.207 (2018).

3 16 U.S.C. §§ 824d, 824e (2012).

4 As noted below, Exelon’s Petition seeks relief similar to that requested by 

NextEra Energy, Inc. and NextEra Energy Partners, L.P. (collectively, NextEra) in a 

petition it filed on January 18, 2019 in Docket No. EL19-35-000. The Commission 

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I. Background

Exelon states that it is a holding company with several subsidiaries that own 

electric transmission and distribution systems, as well as electric generation companies 

throughout the United States, including AV Solar Ranch 1, LLC, a public utility that 

owns a solar photovoltaic project in the Antelope Valley area of the Western Mojave 

Desert that sells its entire output to PG&E under a wholesale power purchase agreement.5 

Exelon states that PG&E recently announced that it will file for bankruptcy protection 

due to, among other reasons, liabilities relating to wildfires in California and that it will 

make that filing on or about January 29, 2019.6 In order to protect its wholesale power 

purchase agreement and those of others, Exelon requests that the Commission issue an 

order finding PG&E may not abrogate, amend, or reject its Commission-jurisdictional 

wholesale power purchase agreements with Exelon in any bankruptcy proceedings that 

may be initiated by PG&E without first obtaining approval from the Commission under 

FPA sections 205 or 206.7

Exelon argues that this Commission has exclusive jurisdiction to regulate the rates, 

terms, and conditions of PG&E’s wholesale power purchase agreements.8 Exelon asserts 

that the core of the Commission’s regulatory responsibilities under the FPA is the 

exclusive authority to regulate the rates, terms and conditions for interstate transmission 

and wholesale sales of electric energy under FPA sections 205 and 206.9 Exelon states 

that the Commission’s broad and exclusive jurisdiction over rates has led to the filed-rate 

doctrine, which provides that a party “can claim no rate as a legal right that is other than 

the filed rate, whether fixed or merely accepted by the Commission, and not even a court 

 

issued an order on NextEra’s Petition on January 25, 2019. NextEra Energy, Inc. v. Pac. 

Gas & Elec. Co., 166 FERC ¶ 61,049 (2019) (NextEra v. PG&E).

5 Exelon Petition at 3-5.

6

Id. at 5 (citing Current Report on Form 8-K of Pacific Gas and Electric Corp. and 

PG&E (Jan. 13, 2019)).

7

Id. at 7-8. Exelon also requests an order no later than January 28, 2019 to reduce 

the risk that PG&E may attempt to obtain a restraining order or injunction in order to 

disable this Commission from exercising its jurisdiction over filed rates. Id. at 2, 26.

8

Id. at 8-11.

9

Id. at 8.

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can authorize commerce in the commodity on other terms.”10 Exelon asserts that once 

the Commission accepts or approves a filed rate as just and reasonable, the filed rate has 

the force of law.11 In other words, Exelon explains that “the filed rate . . . is to be treated 

as though it were a statute, binding upon the seller and purchaser alike.”12 

Exelon states that the filed-rate doctrine protects more than just the rate, but also 

the terms and conditions, including the duration of a filed contract. Exelon also argues 

that wholesale electricity contracts may be filed directly with the Commission under the 

FPA or may be negotiated under a filed and approved market-based rate tariff that does 

not require the utility to separately file each individual contract, but either way, the 

Commission’s authority to regulate the rates, terms and conditions of the contract is 

exclusive and subject to the filed-rate doctrine.13

Exelon further argues that a bankruptcy court’s authority to reject contracts cannot 

deprive this Commission of its exclusive authority to determine whether rates, terms and 

conditions of wholesale power purchase agreements should be amended or abrogated.14 

Exelon states that section 365(a) of the Bankruptcy Code15 authorizes a bankruptcy court 

to assume or reject any executory contract of a debtor. Exelon notes that, under the 

Bankruptcy Code, rejection acts as a breach that gives counterparties a general, unsecured 

claim for damages against the estate, but that nothing in the Bankruptcy Code permits a 

court to occupy the Commission’s exclusive role under the FPA.

16

Exelon argues that the Commission should find that any request made by PG&E to 

the bankruptcy court to reject a Commission-regulated wholesale power contract, if 

 

10 Id. at 9 (quoting Montana-Dakota Utils. Co. v. Nw. Pub. Serv. Co., 341 U.S. 

246, 251 (1951) (Montana-Dakota Utilities) (internal quotations omitted)).

11 Id. (quoting Lowden v. Simonds-Shields-Lonsdale Grain Co., 306 U.S. 516, 520 

(1939); Cal. ex rel. Lockyer v. Dynegy, Inc., 375 F.3d 831, 839 (9th Cir. 2004) (internal 

quotations omitted)).

12 Id. at 10 (quoting Boston Edison Co. v. FERC, 856 F.2d 361, 372 (1st Cir. 1988)

(internal quotations omitted)).

13 Id.

14 Id. at 11-12.

15 11 U.S.C. § 365(a) (2012).

16 Exelon Petition at 11.

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granted, could put the court in the position of determining whether rejection would be 

contrary to the public interest and in violation of the Mobile-Sierra doctrine.

17

 Exelon 

argues that courts are not in a position to make that judgment and the FPA charges the 

Commission with making that determination.18 Exelon states that if PG&E is allowed to 

pick and choose which wholesale power purchase agreements it wants to perform, the 

affected sellers would need to recover their operating costs elsewhere to recover its 

operating and maintenance expenses and debt service. Without guaranteed recovery of 

its costs, Exelon claims that those sellers would likely incur increased debt and borrowing 

costs, creating a disproportionately adverse effect on their ability to meet their financial 

obligations.19 Exelon asserts that all of these consequences would be adverse to the 

public interest, and without Commission review of the contract changes requested by 

PG&E, no review of the effect on the public interest would take place.20

Exelon argues that the Commission should follow the more recent precedent in 

In re Calpine Corp.21 and In re Boston Generating, LLC22 in rejecting Mirant Corp. v. 

Potomac Elec. Power Co.,

23 and concluding that it has authority to review wholesale 

power purchase agreements that are submitted for rejection in a bankruptcy proceeding.24 

Exelon argues that the Mirant decision fails to recognize the primacy of the 

Commission’s plenary authority over the rates, terms, and conditions of wholesale power 

contracts under the FPA.25 Exelon states that the rejection of a wholesale power contract 

 

17 See United Gas Pipe Line Co. v. Mobile Gas Serv. Corp., 350 U.S. 332 (1956); 

Fed. Power Comm’n v. Sierra Pac. Power Co., 350 U.S. 348 (1956) (together creating 

the Mobile-Sierra presumption, which requires the Commission to presume that the rate 

set out in a freely negotiated wholesale-energy contract meets the “just and reasonable” 

requirement imposed by law).

18 Exelon Petition at 13.

19 Id.

20 Id. at 14.

21 337 B.R. 27 (S.D.N.Y. 2006) (Calpine).

22 2010 WL 4616243 (S.D.N.Y. 2010) (Boston Generating).

23 378 F.3d 511 (5th Cir. 2004) (Mirant).

24 Exelon Petition at 15-24.

25 Id. at 21.

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relieves the debtor of its obligation to perform the contract before its expiration, 

effectively amending or modifying its terms and conditions without Commission

approval. Exelon argues that, in that manner, the effect of ignoring the Commission’s 

exclusive jurisdiction following a PG&E bankruptcy filing would be to strip the 

Commission’s statutorily-mandated oversight over wholesale power sales arrangements 

serving customers in Northern California and placing the specific rates, terms, and 

conditions of service to PG&E, and PG&E’s customers, and replace it with the oversight 

of a bankruptcy court.

Exelon then argues that Commission review of PG&E’s wholesale power 

contracts would not result in any irreparable harm to PG&E.26 Specifically, Exelon states 

that PG&E can already seek to modify the wholesale power contracts through an FPA 

section 206 proceeding before the Commission. Exelon asserts that Commission action 

on such a filing could proceed in parallel with any bankruptcy case, and would likely be 

resolved well in advance of any bankruptcy resolution. Thus, Exelon argues that a final 

reorganization plan in PG&E’s chapter 11 bankruptcy case would not be delayed and 

could take into consideration any Commission resolution of the FPA section 206 

complaint. According to Exelon, an additional reason that PG&E would not suffer 

irreparable harm if the Commission provides the requested relief here is that PG&E’s 

costs for wholesale power purchases are flowed through to PG&E’s customers.27

Lastly, Exelon notes that section 1129(a)(6) of the Bankruptcy Code28 specifically 

provides the Commission with the opportunity to review and approve any changes to 

rates during confirmation of the reorganization plan.29 Exelon asserts that the requested 

relief here is entirely consistent with that role.

II. Notice and Responsive Pleadings

Notice of Exelon’s Petition was issued by the Commission, with PG&E’s answer, 

interventions, and comments, due on or before January 24, 2019. California Public 

Utilities Commission filed a notice of intervention. Timely motions to intervene were 

filed by Arlington Wind Power Project LLC, Avangrid Renewables, LLC, Blackspring 

Ridge I Wind Project LP, Brookfield Renewable Partners L.P., California Department of 

Water Resources State Water Project, California Municipal Utilities Association, Calpine 

 

26 Id. at 24-25.

27 Id. at 25.

28 11 U.S.C. § 1129(a)(6) (2012).

29 Id. at 26.

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Corporation, Chevron Power Holdings Inc., the City and County of San Francisco, the 

City of Santa Clara, California and M-S-R Public Power Agency, the Cities of Anaheim, 

Azusa, Banning, Colton, Pasadena, and Riverside, California, Citizens Sunrise 

Transmission LLC, D.E. Shaw Renewable Investments, L.L.C., Dominion Energy 

Services, Inc., EDF Renewables, Inc., EDP Renewables North America LLC, FTP Power 

LLC, KES Kingsburg, L.P., MC Shiloh IV Holdings LLC, Middle River Power, LLC, 

Modesto Irrigation District, National Rural Electric Cooperative Association, NextEra, 

Northern California Power Agency, NRG Power Marketing LLC, Panoche Energy 

Center, LLC, PSEG Companies,30 Public Citizen, Inc., Rising Tree Wind Farm II LLC,

Ruby Pipeline, L.L.C., Sacramento Municipal Utility District, State Water Contractors, 

Transmission Agency of Northern California, Turlock Irrigation District, and Western 

Area Power Administration. Capital Dynamics, Inc., Clearway Energy Group LLC and 

Clearway Energy, Inc., Consolidated Edison Development, Inc., Southern Power 

Company,31 Sunray Energy 2, LLC and Westlands Solar Farms LLC, Topaz Solar Farms 

LLC, Vantage Wind Energy LLC, and Western Power Trading Forum, filed timely 

motions to intervene and comments in support of Exelon’s Petition.

TerraForm Power, Inc. (TerraForm Power) filed a motion to intervene out-of-time 

on January 25, 2019.

On January 24, 2019, PG&E filed an answer to the Petition.

A. Answer

PG&E argues that the Commission should deny Exelon’s Petition. According to 

PG&E, a Commission order limiting PG&E’s rights prior to its bankruptcy filing would 

violate the FPA and the Bankruptcy Code. It would also contravene the terms of the 

agreements between Exelon and PG&E.

PG&E offers three reasons in support of its position: First, PG&E argues that 

Exelon’s Petition is speculative and hypothetical because PG&E’s bankruptcy has not yet 

occurred and no action has been taken with regard to any particular contract. 

Additionally, PG&E claims that the Commission’s jurisdiction under the FPA applies to 

the sale, but not the purchase, of power, and by extension, to sellers, but not buyers, of 

 

30 PSEG Companies consists of PSEG Power LLC and PSEG Energy Resources & 

Trade LLC. The PSEG Companies are each wholly owned, direct and indirect 

subsidiaries of Public Service Enterprise Group Incorporated.

31 Southern Power Company moved to intervene and filed comments on behalf of 

itself and its affiliates Morelos Solar, LLC, Blackwell Solar, LLC, Lost Hills Solar, LLC, 

North Star Solar, LLC, and Parrey, LLC.

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power. Accordingly, PG&E states that the Commission is not authorized to order a buyer 

to continue to purchase power. According to PG&E, such Commission action, as well as 

the Commission’s potential involvement in the bankruptcy of any company involved in 

purchasing power, would represent a significant expansion of the Commission’s 

authority.32

Second, PG&E argues that the bankruptcy court will have jurisdiction over the 

issues raised in the Petition and that the Bankruptcy Code does not list wholesale power 

contracts among the specific obligations that cannot be discharged in bankruptcy. PG&E 

contends that there is no precedent to support the argument that the Commission has 

exclusive jurisdiction over breaches of wholesale power contracts or that parties must 

receive permission from the Commission before breaching. PG&E states that the 

rejection of a contract in bankruptcy is simply a breach of contract and cites the 

United States Court of Appeals for the Fifth Circuit (Fifth Circuit) conclusion in Mirant 

that debtors may reject wholesale power contracts in bankruptcy without Commission 

approval. PG&E further argues that breaching a contract is not a violation of the filed 

rate doctrine, but rather a failure to perform under a Commission-approved performance 

obligation, subject to claims for damages.33

Third, PG&E asserts that the Commission should disclaim jurisdiction in this 

proceeding in light of the specific contracts at issue. PG&E contends that the 

Commission’s litigation position in FirstEnergy Solutions Corp. v. FERC34 rests on the 

assumption that concurrent jurisdiction would be straightforward to implement because it 

was possible for the debtors to concurrently seek approval from the Commission to 

modify the Commission. However, PG&E argues that this assumption is not warranted 

here because the wholesale power contract includes a waiver provision under which the 

parties agreed they would not ask the Commission to modify the contracts.

35

 PG&E 

argues that these contractual provisions represent choices by the parties that the 

Commission should respect, and asserts that the waiver provisions are likely protected by 

the Mobile-Sierra presumption.

36

 

32 PG&E Answer at 2-3, 13.

33 Id. at 3-4, 17-18.

34 2018 WL 2315916 (Bankr. N.D. Ohio May 18, 2018) (FirstEnergy)

35 Id. at 22.

36 Id. at 5, 23-24.

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Additionally, PG&E asserts that, even if the Commission has concurrent 

jurisdiction with the bankruptcy court, the Commission should decline to exercise that 

jurisdiction. According to PG&E, this proceeding does not satisfy the conditions that the 

Commission has previously applied to determine whether to exercise jurisdiction. PG&E 

argues that (1) this dispute does not draw upon the Commission’s special expertise, 

(2) Commission action would create regulatory uncertainty, and (3) these cases are 

unimportant in relation to the Commission’s regulatory responsibilities.37 For these 

reasons, PG&E requests that the Commission deny Exelon’s Petition.

III. Commission Determination

A. Procedural Matters

Pursuant to Rule 214 of the Commission’s Rules of Practice and Procedure, 

18 C.F.R. § 385.214 (2018), the notice of intervention and timely, unopposed motions to 

intervene serve to make the entities that filed them parties to this proceeding.

Pursuant to Rule 214(d) of the Commission’s Rules of Practice and Procedure, 

18 C.F.R. § 385.214(d) (2018), the Commission will grant TerraForm Power’s

late-filed motion to intervene given its interests in the proceeding, the early stage of 

the proceeding, and the absence of undue prejudice or delay. 

B. Substantive Matters

Exelon’s requested relief is very similar to that requested by NextEra in a 

separate petition filed in Docket No. EL19-35-000.

38 Consistent with the Commission’s 

January 25, 2019 order on NextEra’s petition, we provide here clarification on the 

Commission’s position with respect to the issues raised in Exelon’s Petition. In so 

doing, we acknowledge that the law in this area is unsettled. Several courts have read the 

FPA and the Bankruptcy Code in pari materia and reached different conclusions.39 

In Mirant, the Fifth Circuit concluded that the FPA does not preempt the 

Bankruptcy Code because rejection of the wholesale power purchase agreement in that 

 

37 Id. at 25-29.

38 See generally NextEra v. PG&E, 166 FERC ¶ 61,049.

39 See Mirant, 378 F.3d 511; Calpine, 337 B.R. 27; Boston Generating, 2010 WL 

4616243.

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proceeding would only have an indirect effect upon the filed rate.40 The court explained 

that rejection of an executory contract amounts to a breach of contract, providing the 

non-breaching party with an unsecured claim against the bankruptcy estate for an amount 

equal to its damages from the breach. The court further determined that such a breach 

does not amount to a modification of the filed rate, but rather gives effect to it because 

the award of damages due to the breach would be based on the filed rate.41 The court 

also stated that the structure of the Bankruptcy Code indicates that Congress did not 

intend to limit the ability of utility companies to reject an executory power contract.42 

Thus, the court concluded that the FPA does not preempt a district court’s jurisdiction to 

authorize the rejection of an executory contract subject to Commission regulation as part 

of a bankruptcy proceeding.43

In Calpine, the United States District Court for the Southern District of New York 

declined to follow Mirant; instead, it found that it lacked subject matter jurisdiction to 

authorize rejection of the energy contracts at issue and concluded that the Commission 

has exclusive jurisdiction over their disposition.44 The court acknowledged this 

Commission’s broad and exclusive jurisdiction over rates, terms, and conditions, and 

noted that nothing in the FPA limits the Commission’s jurisdiction in the bankruptcy 

context.45 The court further found that, upon examining the Bankruptcy Code, there is 

little evidence of congressional intent to limit the Commission’s regulatory authority, and 

that “[a]bsent overriding language, the Bankruptcy Code should not be read to interfere 

 

40 Mirant, 378 F.3d at 519-520. The Court explained, however, that “the FPA 

does not preempt breach of contract claims that challenge a filed rate.” Id. at 519.

41 Id. at 520.

42 Id. at 521.

43 Id. at 522. Despite the Fifth Circuit’s conclusion, the court stated that, given 

the unique nature of a wholesale power purchase agreements for electric energy, it may 

be appropriate for the district court to apply a heightened standard of review when 

determining whether to reject wholesale power purchase agreements. Id. at 525. On 

remand, the district court noted that it would apply a heightened standard of review above 

that of the typical business judgement rule. See generally In re Mirant, 318 B.R. 100 

(N.D. Tex. 2004).

44 Calpine, 337 B.R. at 29-30.

45 Id. at 32-33.

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with [Commission] jurisdiction.”46 The court thus concluded that it may not authorize 

rejection of the wholesale power purchase agreements at issue because to do so would 

directly interfere with the Commission’s jurisdiction over the rates, terms, conditions, and 

duration of the wholesale energy contracts.47 

In Boston Generating, the parties to the proceeding agreed that debtors should 

seek Commission approval of the wholesale contract at issue, but disagreed over whether 

the bankruptcy court or the Commission may consider the rejection motion concurrently 

or the bankruptcy court must wait until the Commission has ruled.48 The court concluded 

that this disagreement was irrelevant because regardless of the order, “[i]f either the 

bankruptcy court or [the Commission] does not approve the Debtors’ rejection of the 

[wholesale agreement], the Debtors may not reject the contract.” Thus, the court ordered 

the debtor to obtain a determination from the Commission pursuant to the Natural Gas 

Act as to whether it may reject the wholesale contract.49

More recently, in FirstEnergy the bankruptcy court in the United States District 

Court for the Northern District of Ohio (Ohio Bankruptcy Court) issued a preliminary 

injunction enjoining the Commission from requiring FirstEnergy Solutions Corporation 

(FirstEnergy), which had filed a petition for bankruptcy, to continue performing under 

certain wholesale power contracts that FirstEnergy sought to reject through bankruptcy. 

In defending against the injunction, the Commission argued that, reading the FPA and the 

Bankruptcy Code together, the Commission maintains concurrent jurisdiction with 

bankruptcy courts over wholesale power agreements. In other words, a debtor must seek 

bankruptcy court approval to reject a wholesale power agreement, as well as Commission 

approval to unilaterally change such agreement. Rejecting the Commission’s position, 

the Ohio Bankruptcy Court found that the automatic stay provision of the Bankruptcy 

Code50 and its power to grant equitable relief under the Bankruptcy Code51 support its 

 

46 Id. 

47 Id. at 36, 39.

48 Boston Generating, 2010 WL 4616243 at *3.

49 Id. 

50 11 U.S.C. § 362(a) (2012). 

51 11 U.S.C. § 105(a) (2012). 

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decision to issue the preliminary injunction. That opinion is currently pending appeal 

before the United States Court of Appeals for the Sixth Circuit.52

Against this background, and given the unsettled state of the law, we have 

reviewed the FPA and Bankruptcy Code in light of the arguments raised in the Petition, 

and conclude that the Commission and the bankruptcy courts have concurrent jurisdiction 

to review and address the disposition of wholesale power contracts sought to be rejected 

through bankruptcy. We find that to give effect to both the FPA and the Bankruptcy 

Code, a party to a Commission-jurisdictional wholesale power purchase agreement must 

obtain approval from both the Commission and the bankruptcy court to modify the filed 

rate and reject the contract, respectively.

Courts have repeatedly acknowledged the broad scope of the Commission’s

statutory jurisdiction over rates, terms, and conditions of wholesale electricity sales.53

The Commission’s exclusive authority to determine the reasonableness of wholesale 

electricity rates also extends to the rates, terms, and conditions of wholesale power 

agreements, as well as changes to those agreements.54 The Commission’s broad and

plenary authority over wholesale electricity rates led to the development of the filed-rate 

doctrine, which holds a party “can claim no rate as a legal right that is other than the filed 

rate, whether fixed or merely accepted by the Commission, and not even a court can 

authorize commerce in the commodity on other terms.”55 First designed to “ensure that 

federal courts respect the decisions of federal administrative agencies,” the filed-rate 

doctrine recognizes that “[the Commission] alone is empowered to make that judgment of 

reasonableness, and until it has done so, no rate other than the one [approved by the 

Commission] may be charged.”56 In short, under the FPA, the Commission determines

the filed rate and “except for review of the Commission’s orders, the courts can assume 

 

52 See In re FirstEnergy Solutions Corp., Case Nos. 18-3787, 18-3788, 18-4095, 

181-4097, 18-4107, 18-4110, Briefing Schedule (6th Cir. filed Jan. 17, 2019) (requiring 

appellants’ principal briefs to be filed by February 26, 2019).

53 E.g., FERC v. Elec. Power Supply Ass’n, 136 S. Ct. 760 (2016).

54 See Morgan Stanley Capital Grp. Inc. v. Pub. Util. Dist. No. 1 of Snohomish 

Cty., Wash., 554 U.S. 527 (2008) (discussing the standard that the Commission applies 

when reviewing the modification of a wholesale power purchase agreement).

55 Montana–Dakota Utilities, 341 U.S. at 251.

56 Nantahala Power and Light Co. v. Thornburg, 476 U.S. 953, 964 (1986) 

(quoting Ark. La. Gas Co. v. Hall, 453 U.S. 571, 581-82 (1981)).

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no right to a different one.”57 We find that a rejection of a Commission jurisdictional 

contract in a bankruptcy court alters the essential terms and conditions of the contract and 

the filed rate; thus, this Commission’s jurisdiction is implicated, and our approval is 

required.58

We disagree with PG&E’s assertion that a Commission order addressing Exelon’s 

Petition prior to PG&E’s bankruptcy filing would violate the FPA and the Bankruptcy 

Code. We are similarly unpersuaded by the argument that Exelon’s Petition is without 

merit because it was filed in advance of PG&E’s anticipated bankruptcy. Given that the 

law is unsettled, under the circumstances here, we find it appropriate for parties to raise 

concerns related to activities covered by the provisions of the FPA, including the rates, 

terms, and conditions of wholesale power agreements.

With regard to PG&E’s statement that that the bankruptcy court will have 

jurisdiction over the issues raised in the Petition, we maintain that the Commission shares

concurrent jurisdiction with bankruptcy courts over wholesale power agreements, as 

described above. Similarly, concerning PG&E’s argument that the Commission should 

disclaim its authority due to provisions contained within specific contracts, these 

agreements are still subject to the Commission’s jurisdiction and the Commission 

maintains discretion to exercise its authority.

The Commission orders:

We conclude that this Commission and the bankruptcy courts have concurrent 

jurisdiction to review and address the disposition of wholesale power contracts sought to 

be rejected through bankruptcy.

By the Commission. Commissioner McNamee is not participating.

( S E A L )

Nathaniel J. Davis, Sr.,

Deputy Secretary.

 

57 Montana–Dakota Utilities, 341 U.S. at 252.

58 As the Commission stated in NextEra v. PG&E, while the circumstances of 

individual contracts may vary, the Commission’s jurisdictional position is the same with 

regard to other wholesale power contracts PG&E may seek to terminate or modify 

through bankruptcy. NextEra. v. PG&E, 166 FERC ¶ 61,049 at n.58.

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