No. 22-3593 ___________________________

Associated Electric Cooperative, Inc.

Petitioner

v.

Federal Energy Regulatory Commission

Respondent

Southwest Power Pool

Intervenor ___________________________

No. 23-1285 ___________________________

Associated Electric Cooperative, Inc.

Petitioner

v.

Federal Energy Regulatory Commission

Respondent

Southwest Power Pool

Intervenor ____________

Petition for Review of an Order of the Federal Energy Regulatory Commission ____________

Submitted: June 13, 2024 Filed: August 5, 2024 ____________ Before COLLOTON, Chief Judge, MELLOY and GRUENDER, Circuit Judges. ____________ MELLOY, Circuit Judge.

During Winter Storm Uri, weather-related electricity shortages caused Southwest Power Pool, Inc. (“Southwest”) to contact Associated Electric Cooperative, Inc. (“the Cooperative”) to purchase emergency energy. The Cooperative provided Southwest with emergency energy, and afterwards, Southwest provided the Cooperative with payment in accordance with the parties’ existing written contract and the rates on file with the Federal Energy Regulatory Commission (“FERC”). The Cooperative claimed that Southwest’s payment was insufficient and not in accordance with a separate oral agreement Cooperative personnel had entered into with Southwest personnel during Winter Storm Uri. Southwest refused to pay more than the rate in the written contract, and thereafter, the Cooperative brought suit in federal district court, claiming state law breach of contract and equitable claims.

Before the district court made any determinations, Southwest petitioned FERC for a declaratory order that the agency had primary jurisdiction over the contract dispute and that Southwest had properly compensated the Cooperative for the emergency energy transaction in accordance with the filed rate. FERC agreed that it had primary jurisdiction over the emergency energy transaction and that Southwest had appropriately compensated the Cooperative. The Cooperative now

-2- petitions for review of FERC’s Order (No. 22-3593) and denial of rehearing (No. 23-1285).1 We deny the Cooperative’s petitions for review.

I.

This case arises out of a contract dispute between the Cooperative and Southwest regarding which agreement controls the price of emergency energy sales made by the Cooperative to Southwest during Winter Storm Uri. Southwest is a regional transmission organization and public utility. 16 U.S.C. § 824(e). “Regional transmission organization” is a technical name for regulated organizations within FERC’s jurisdiction that manage bulk energy transmission operations, ensure equitable and reliable energy transmission, balance energy distribution among market participants, and oversee the markets where energy transactions take place. 18 C.F.R. § 35.34. As a regional transmission organization, Southwest does not generate or consume power but rather facilitates the buying and selling of power through its Integrated Marketplace, an energy marketplace administered by Southwest.

Pursuant to the Federal Power Act (“FPA”), Southwest’s Integrated Marketplace is within the jurisdiction of FERC. Hughes v. Talen Energy Mktg., LLC, 578 U.S. 150, 154–55 (2016) (citing 16 U.S.C. §§ 824, 824d). In the Integrated Marketplace, Southwest manages real-time transfers of energy and is required to coordinate transmission service among market participants in an efficient and nondiscriminatory manner. 18 C.F.R. § 35.34(j)–(k). Power producers