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United States District Court for the Southern District of New York
January 27, 2006, Decided
Bankr. Case No. 05-60200, 05 Civ. 10842 (RCC), 05 Civ. 10861 (RCC), 05 Civ. 10875 (RCC), 06 Civ. 624 (RCC)
[*29] MEMORANDUM & ORDER
RICHARD CONWAY CASEY, United States District Judge:
This is a case about power, in several senses of the word. The issue is whether a district court has the jurisdiction to authorize the rejection of several federally regulated executory contracts for the sale of electric power as part of a bankruptcy reorganization, or whether Congress granted exclusive jurisdiction over such contracts to the Federal Energy Regulatory Commission ("FERC"). The Court ordered the parties in this matter to brief the following issues: (1) what forum has the authority to reject wholesale energy contracts subject to regulation by FERC, and (2) if this Court has jurisdiction, what the appropriate legal standard is for rejection [**2] of those contracts. For the following reasons, the Court finds that it lacks subject matter jurisdiction to authorize rejection of the energy contracts at issue and [*30] thus does not reach the second issue of what standard should be applied at a rejection hearing. Having determined that FERC has exclusive jurisdiction over the disposition of the energy contracts in this case, the Court vacates the temporary restraining order currently restricting FERC from determining the disposition of the energy contracts.
Following the California energy crisis of 2000-2001, a crisis in large part created by California's over-reliance on the energy spot market, the FERC "strongly urged" electric utilities to enter into long-term power purchase agreements so that they could avoid the volatility of the spot market. See San Diego Gas & Elec. Co. v. Sellers of Energy & Ancillary Servs., 93 F.E.R.C. P61,294, at 61,993 (2000). Calpine Corporation et al. ("Calpine" or "Debtor[s]"), the debtor and debtor-in-possession in this matter, is a federally-regulated public utility involved in, among other things, the sale of electricity, that entered into long-term wholesale [**3] power agreements, several of which are at issue here (the "Power Agreements"). The counter-parties to the Power Agreements are Pacific Gas and Electric, Southern California Edison, the California State Parties, 1 Strategic Energy, and the Northern California Power Agency (collectively the "Counter-Parties"). There is no dispute that, after they were memorialized in private negotiations between Calpine and the Counter-Parties, the Power Agreements were duly submitted to FERC and complied with the rules and regulations for filing of such agreements. 2
[**4] In recent years, Calpine more than doubled the number of its power plants, the rapid expansion primarily funded by incurring considerable debt. Obligations to service this debt, in addition to the sharp rise in natural gas prices--Calpine operates the largest fleet of natural-gas fired power plants in North America--resulted in Calpine filing a voluntary petition for reorganization under the Bankruptcy Code on December 20, 2005.
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337 B.R. 27 *; 2006 U.S. Dist. LEXIS 3300 **
In re CALPINE CORPORATION, et al., Debtors. CALIFORNIA DEPARTMENT OF WATER RESOURCES, et al., Plaintiffs, - against - CALPINE CORPORATION, et al., Defendants. CALPINE KENNEDY OPERATORS, et al., Plaintiffs, - against - FEDERAL ENERGY REGULATORY COMMISSION, Defendants.
energy, contracts, bankruptcy court, electricity, wholesale, rates, public interest, exclusive jurisdiction, district court, regulated, reorganization, filed rate doctrine, purchase agreement, collateral attack, obligations, federal agency, constitutes, Withdrawal, authorize, interfere, Motions, temporary restraining order, terms and conditions, bargaining, negotiated, parties, modify, prices, terms
Business & Corporate Compliance, Electric Power Industry, Federal Power Act, Federal Rate Regulation, Bankruptcy Law, General Overview, Energy & Utilities Law, Judicial Review, Procedural Matters, Jurisdiction, Federal District Courts, Administrative Powers, Executory Contracts & Unexpired Leases, Rejections, Scope of Stay, Exceptions to Stay, Police & Regulatory Actions, Administrative Proceedings, Administrative Law, Separation of Powers, Jurisdiction, Antitrust & Trade Law, Regulated Industries, Energy & Utilities, US Federal Energy Regulatory Commission