Michigan Electric Transmission Company, LLC v. Federal Energy Regulatory Commission

United States Court of Appeals
FOR THE DISTRICT OF COLUMBIA CIRCUIT
Argued March 17, 2025 Decided July 1, 2025
No. 24-1039
M ICHIGAN E LECTRIC TRANSMISSION COMPANY, LLC,
PETITIONER
v.
FEDERAL ENERGY REGULATORY COMMISSION,
RESPONDENT
M ICHIGAN P UBLIC POWER AGENCY, ET AL .,
I NTERVENORS
Consolidated with 24-1084
On Petitions for Review of Orders of the
Federal Energy Regulatory Commission
Aaron M. Streett argued the cause for petitioner. With him
on the briefs were Jay Ryan, J. Mark Little, and Christopher E.
Tutunjian.
Robert M. Kennedy, Senior Attorney, Federal Energy
Regulatory Commission, argued the cause for respondent.
With him on the brief were Matthew R. Christiansen, General

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Counsel, at the time the brief was filed, and Robert H. Solomon,
Solicitor. Angela X. Gao, Trial Attorney, entered an
appearance.
Debra D. Roby argued the cause for intervenors for
respondent. With her on the brief were Michael J. Rustum, Alan
I. Robbins, and Thomas B. Steiger III. Neil H. Koslowe entered
an appearance.
Before: WALKER, Circuit Judge, and EDWARDS and
GINSBURG, Senior Circuit Judges.
Opinion for the Court filed by Senior Circuit Judge
GINSBURG.
GINSBURG, Senior Circuit Judge: Petitioner Michigan
Electric Transmission Company (METC) owns a high-voltage
transmission line jointly with two other transmission
companies, the Michigan Public Power Agency (MPPA) and
the Wolverine Power Supply Cooperative. This case involves
ownership of new transmission facilities — referred to as
“network upgrades” — that will connect a new solar generation
park to the transmission line. The question is which company
will own the new facilities, and whether certain existing
agreements with the operator of the regional transmission
system or among the companies provide the answer. METC
claims each agreement grants it exclusive ownership of the
network upgrades; MPPA and Wolverine claim no agreement
grants METC that exclusive ownership.
The Federal Energy Regulatory Commission held no
agreement identified by METC conclusively determined
ownership rights and therefore declined to decide the question
of ownership. Because we agree with the Commission’s inter-

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pretation of the relevant agreements, we deny METC’s peti-
tions for review.
I. Background
The Midcontinent Independent System Operator (MISO)
runs the electricity transmission system in portions of 15
midwestern and southern states. METC, Wolverine, and MPPA
are “Transmission Owners” (TOs) in the MISO system, which
means they have conveyed functional control of their
transmission facilities (in whole or in part) to MISO. See
Midcontinent Open Access Transmission Tariff (MISO Tariff),
§ 1.T, https://perma.cc/8MPS-HWVB. MISO TOs sign a
Transmission Owners Agreement (TOA) under which the TO
“retains ownership and physical control over [its] facilities, but
operates them according to MISO’s instructions.” Wis. Pub.
Power, Inc. v. FERC, 493 F.3d 239, 248 (D.C. Cir. 2007)
(cleaned up).
Under MISO’s tariff, all customers pay a “single rate to
use the entire MISO transmission system, based upon the
volume of power the customer carries on the system.” Midwest
ISO Transmission Owners v. FERC, 373 F.3d 1361, 1365 (D.C.
Cir. 2004) (cleaned up). MISO’s TOA and tariff operate
alongside certain contracts signed prior to the creation of MISO
— referred to as Grandfathered Agreements (GFAs) —
between TOs and other utilities. See MISO Tariff, Attach. P
(listing the GFAs). Certain of those agreements, including the
GFAs relevant to this case, are “carved out” of the tariff,
meaning they are not subject to most tariff requirements. See
id. §§ 1.C, 1.G (defining “Carved Out GFA(s)” and
“Grandfathered Agreement(s)”); §§ 38.8.4–38.8.4.7 (setting
out the terms by which carved-out GFAs must abide); Wis. Pub.
Power, Inc., 493 F.3d at 253–55.

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A. The Network Upgrade Process
When a generator of electricity (referred to as an
Interconnection Customer) in MISO’s service area seeks to
bring its power to market, it submits a request to interconnect
to the MISO transmission grid. MISO then analyzes the request
and determines whether any network upgrades are needed to
ensure that the new connection does not harm the grid. MISO
sends to the Interconnection Customer and the affected TO(s)
a pro forma Generator Interconnection Agreement (GIA) that
identifies the specific upgrades required and their estimated
cost. See Pioneer Trail Wind Farm, LLC v. FERC, 798 F.3d
603, 606 (7th Cir. 2015).
The parties negotiate over the appendices to the pro forma
GIA, which in this case address, among other issues, the
ownership of the network upgrades and the reimbursement of
construction costs. Once executed, the GIA becomes effective.
If negotiations reach an impasse, however, then any party “may
request to end negotiations,” after which MISO will submit the
unexecuted GIA to the Commission to resolve the disputed
issues. MISO Tariff, Attach. X, § 11.2; see also
Standardization of Generator Interconnection Agreements and
Procedures, 104 FERC ¶ 61,103, at ¶¶ 233–235, 296 (2003).
In this case, Eagle Creek Solar Park LLC is developing a
120-megawatt (MW) solar generation facility that will provide
power to MISO’s grid. MISO determined that interconnection
with the grid will require the construction of network upgrades,
which will connect the solar park to the grid by way of an
existing line known as Styx-Murphy. See Figure 1 (denoting
the solar park in green and the Styx-Murphy line in fuschia).

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Figure 1: Network Upgrades for Palomino Line
The Styx-Murphy line is jointly owned by METC (1%), MPPA
(35%), and Wolverine (64%). MPPA and Wolverine acquired
their ownership interests in 1992 through separate GFAs with
Consumers Energy Company as part of an antitrust settlement
to remedy Consumers’s market power in the supply of bulk
power in Lower Michigan. See Belle River Transmission
Ownership and Operating Agreement Between Consumers
Power Company and the Michigan Public Power Agency
(MPPA Agreement), Dec. 1, 1982, App. 197–362; Wolverine
Transmission Ownership and Operating Agreement Between
Consumers Power Company and Wolverine Power Supply
Cooperative, Inc. (Wolverine Agreement), July 27, 1992, App.
364–412. In 2020 METC acquired its ownership interest in the
line from Consumers. We shall refer to the agreements
collectively as the Styx-Murphy Agreements.

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B. The Ownership Provisions
Negotiations over the proposed GIA for the Eagle Creek
solar park include determining which of METC, MPPA, and
Wolverine will own what network upgrades, if any. Per METC,
three pre-existing agreements purportedly govern those
negotiations. The first is the TOA: Appendix B, § VI (herein-
after “§ VI”) provides that
(i) ownership and the responsibility to construct facilities
which are connected to a single Owner’s system belong to
that Owner . . . (ii) ownership and the responsibilities to
construct facilities which are connected between two (2)
or more Owners’ facilities belong equally to each Owner,
. . . and (iii) ownership and the responsibility to construct
facilities which are connected between an Owner(s)’
system and a system or systems that are not part of MISO
belong to such Owner(s) unless the Owner(s) and the non-
MISO party or parties otherwise agree[.]
The meaning of this provision is at the core of the parties’
dispute.
The other two are the Styx-Murphy Agreements. They
grant MPPA and Wolverine (1) the right to transmit electricity
over the Styx-Murphy line, see MPPA Agreement § 1.11;
Wolverine Agreement, §§ 1.5, 3.1, and (2) an undivided
ownership interest in that line as a tenant in common, see
MPPA Agreement § 2.1; Wolverine Agreement, § 2.1. The
MPPA Agreement also specifies that MPPA’s ownership
interest is “related to its ownership interest” in the Belle River
generation station, § 12.2.1, and the Wolverine Agreement
specifies Wolverine’s ownership interest “has been acquired to
provide Wolverine with the right to transmit 105 MW over
Consumers’ transmission system,” § 2.1.

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During negotiations over the proposed GIA, MISO, Eagle
Creek, METC, MPPA, and Wolverine were unable to reach an
agreement on the ownership of any of the network upgrades
identified by MISO apart from two that all agree will be owned
solely by METC.
C. The Proceedings Before the Commission
In July 2023, MISO submitted a proposed GIA to the
Commission to address this dispute, explaining that Eagle
Creek could not make a decision about proceeding with its
solar facility until the dispute was resolved. The proposed GIA
would have assigned the ownership of the network upgrades
equally between METC, MPPA, and Wolverine pursuant to
§ VI(ii) of the TOA. MPPA and Wolverine supported this
proposal. METC, on the other hand, opposed the proposal,
arguing MPPA and Wolverine do not have any ownership rights
in the network upgrades.
According to METC, the Styx-Murphy Agreements do not
provide for those rights, and only those Agreements could be a
basis for ownership of the network upgrades because § VI of
the TOA was not intended to address issues related to the
ownership of network upgrades necessitated by the generator
interconnection process. METC therefore asked that the
Commission hold MPPA and Wolverine ineligible for owner-
ship of the network upgrades and direct MISO to execute a
three-party agreement among itself, Eagle Creek, and METC.
After multiple submissions from METC, MPPA, and
Wolverine, the Commission declined to determine ownership
rights and rejected the GIA without prejudice to MISO’s filing
another GIA. Midcontinent Indep. Sys. Operator, Inc., 185
FERC ¶ 61,182 (2023). It first concluded MISO incorrectly
relied upon § VI(ii) of the TOA to determine ownership rights
because that clause applies only when network upgrades are

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being connected “between two (2) or more [Transmission]
Owners’ facilities.” It also disagreed with METC’s argument
that the Styx-Murphy Agreements excluded MPPA and
Wolverine from having an ownership interest in network
upgrades, finding instead that “nothing in the GFAs prohibit
them from owning generator interconnection-related network
upgrades” or “limit [their] ownership interest to their trans-
mission capacity entitlements[.]” Id. at ¶¶ 83–84. In sum, the
Commission held no provision instanced by the parties
determined ownership of the network upgrades.
METC petitioned for a rehearing, arguing for the first time
that Clause (i) of § VI unambiguously grants it ownership of
the contested network upgrades. Only it, per METC, is a TO
that owns a “system” as that term is used in Clause (i). In its
view, the jointly-owned Styx-Murphy line is a “facility,” not a
“system.” It also reiterated its arguments that the Styx-Murphy
Agreements preclude MPPA and Wolverine from owning any
of the network upgrades. The Commission rejected both these
positions. Midcontinent Indep. Sys. Operator, Inc., 187 FERC
¶ 61,015 (2024) (Rehearing Order). The Commission again
“decline[d] to determine ownership rights,” leaving it to the
TOs to negotiate ownership of the network upgrades among
themselves. METC then petitioned this court for review of both
Commission decisions.
Four months after the Commission denied rehearing,
MISO submitted an updated proposed GIA to the Commission
with a “placeholder” provision for joint ownership of the
network upgrades. See MISO, Inc., FERC Dkt. ER24-2900
(Aug. 28, 2024). The Commission accepted this GIA for filing.
See id. (Oct. 7, 2024) (letter order). When asked at oral
argument, counsel for METC reported that, despite the
ownership being unresolved, METC is now building the net-
work upgrades. Oral Arg. Tr. 5:19–23. Eagle Creek is initially

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funding a large portion of the construction costs, for which it
may later be reimbursed per the 2024 GIA, Ex. A9 (explaining
its eligibility for 100% reimbursement pursuant to Attachment
FF, § III.A.2.d.4 of the TOA).
II. Analysis
METC reiterates here the arguments it made in its request
for rehearing by the Commission: Section VI(i) of the TOA and
the Styx-Murphy Agreements each independently compels the
conclusion that METC is the sole owner of all the disputed
network upgrades.
A. Standing and Ripeness
Under Section 313(b) of the Federal Power Act, 16 U.S.C.
§ 825l(b), we have jurisdiction to review a petition only from a
party “aggrieved” by an order of the Commission. A party is
“aggrieved” if it makes “the same showing of injury that
suffices to establish standing” under Article III of the
Constitution of the United States. San Diego Gas & Elec. Co.
v. FERC, 913 F.3d 127, 136 (D.C. Cir. 2019). That is, the
petitioner must show it (1) suffered an injury in fact, (2) that is
fairly traceable to the challenged agency action, and (3) will
likely be redressed by a favorable decision. Kan. Corp.
Comm’n v. FERC, 881 F.3d 924, 929 (D.C. Cir. 2018) (citing
Lujan v. Defs. of Wildlife, 504 U.S. 555, 560–61 (1992)).
The Commission argues that METC does not have
standing because the Commission rejected the proposed GIA
to which METC had objected, in effect ruling in METC’s favor.
See Showtime Networks Inc. v. FCC, 932 F.2d 1, 4 (D.C. Cir.
1991). That is, “the substance of the [Commission’s] decision
itself” did not result in an injury-in-fact, and therefore does not
support METC’s standing. New England Power Generators
Ass’n v. FERC, 707 F.3d 364, 369 (D.C. Cir. 2013).

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The Commission is incorrect. To be sure, “neither a FERC
decision’s legal reasoning nor the precedential effect of such
reasoning confers standing unless the substance of the decision
itself gives rise to an injury in fact.” Id. at 369. Here the
Commission, on the way to declining to determine ownership
rights, rejected METC’s claim that it has exclusive ownership
of the network upgrades. As METC puts it, the Commission’s
decision is equivalent to a dismissal without prejudice despite
METC’s request for, in effect, a dismissal with prejudice. See
El Paso Nat. Gas Co. v. United States, 750 F.3d 863, 885 (D.C.
Cir. 2014) (“Even though [appellant] prevailed on the
counterclaim, it is within its rights to ‘appeal a dismissal
without prejudice on the grounds that it wants one with
prejudice’” (quoting Sea–Land Serv., Inc. v. DOT, 137 F.3d
640, 647 n.4 (D.C. Cir. 1998))).
As a result, METC must now engage in complex and
costly negotiations with MPPA and Wolverine that would not
otherwise be necessary. METC’s continuing inability to ascer-
tain its ownership share also means it “cannot estimate the
eventual amount of financial return from the project,” METC
Reply Br., Declaration of Andrew Jamieson ¶ 8, which hinders
“its present ability to plan for capital expenditures and
financing,” id.
This harm is not, as the Commission argues, attenuated or
hypothetical. Rather, it has “a present injurious effect on
[METC’s] business decisions[.]” Great Lakes Gas
Transmission Ltd. v. FERC, 984 F.2d 426, 430 (D.C. Cir. 1993).
Because its injury would be redressed if this court were to hold
that it alone owns the network upgrades, it has standing to
pursue its claim here.
The Commission also argues this petition is not ripe for
review because any injury to METC “depends on the

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[Commission] later accepting, over [METC’s] objection, an
interconnection agreement reflecting shared ownership of the
contested network upgrades.” FERC Br. 35. In other words,
METC has suffered no imminent injury.
Here the Commission has merely “repackaged its standing
argument” as a ripeness argument. City of Clarksville v. FERC,
888 F.3d 477, 482 (D.C. Cir. 2018). “Our discussion of
standing dooms that contention,” id.; for, as we have seen, the
Commission’s decision not to determine ownership rights
imposes a present injury on METC.
B. The Relevant Agreements Do Not Give METC
Exclusive Ownership of the Network Upgrades.
An order by the Commission will be set aside if it is
“arbitrary, capricious, an abuse of discretion, or otherwise not
in accordance with law.” 5 U.S.C. § 706(2)(A). “This standard
of review is deferential to the agency; we must uphold
decisions that are reasonable and reasonably explained.”
NextEra Energy Res., LLC v. FERC, 118 F.4th 361, 368 (D.C.
Cir. 2024) (cleaned up).
We previously “have deferred to [the Commission’s]
reasonable interpretation of ambiguous tariffs and contracts
within its jurisdiction” under principles of deference that are
“Chevron-like” in nature. NextEra Energy Res., 118 F.4th at
368 (referring to Chevron U.S.A. Inc. v. NRDC, 467 U.S. 837,
843–44 (1984)). We need not decide whether those principles
survive the overruling of Chevron in Loper Bright Enterprises
v. Raimondo, 603 U.S. 369 (2024), because “[the
Commission’s] interpretation of the disputed provisions of the
[relevant agreements] are in fact correct.” Id.

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1. Exclusive Ownership Under the TOA
As in its request for rehearing, METC argues MPPA and
Wolverine are ineligible for ownership of the network upgrades
as owners of the jointly-owned Styx-Murphy line because only
METC’s transmission network, and not the line, qualifies as a
“system” within the meaning of § VI(i) of the TOA. As detailed
above, § VI provides in relevant part that ownership of
facilities:
[i] which are connected to a single Owner’s system belong
to that Owner . . . [ii] which are connected between two (2)
or more Owners’ facilities belong equally to each Owner,
unless such Owners otherwise agree . . . and [iii] which are
connected between an Owner(s)’ system and a system or
systems that are not part of MISO belong to such Owner(s)
unless the Owner(s) and the non-MISO party or parties
otherwise agree.
As discussed, the Commission rejected METC’s argument,
reasoning that because the Styx-Murphy line is jointly owned,
and § VI does not address the interconnection of network
upgrades to a jointly owned system, no provision of § VI
applies to this situation.
METC argues the Styx-Murphy line should properly be
understood as a “facility” within METC’s broader system —
and not as a “system” itself. The premise of its argument is that
“[t]he TOA uses the words ‘system’ and ‘facilities’ to mean
different things.” Whereas the Styx-Murphy line is a jointly
owned facility to which no provision of § VI applies, METC
argues it alone among the contending parties owns a collection
of facilities that qualifies as a “system” under § VI. Moreover,
METC contends it is the “single Owner” of this “system,” so
that § VI(i) grants it exclusive ownership of the network
upgrades.

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Let us take a step back to view this issue in context. The
meaning of the TOA is governed by Delaware law. “When
interpreting a contract, Delaware courts read the agreement as
a whole and enforce the plain meaning of clear and unambig-
uous language.” Manti Holdings, LLC v. Authentix Acquisition
Co., 261 A.3d 1199, 1208 (Del. 2021); see also Okla. Gas &
Elec. Co. v. FERC, 11 F.4th 821, 827 (2021) (“A tariff provision
must be understood according to its plain meaning, which we
draw from its text and context”). It is important to interpret con-
tracts “as a whole . . . so as not to render any part of the contract
mere surplusage” or “to render a provision or term meaningless
or illusory.” In re Shorenstein Hays-Nederlander Theatres LLC
Appeals, 213 A.3d 39, 56 (Del. 2019) (cleaned up).
METC is correct, of course, that Clauses (i) and (ii) of § VI
revolve around different terms, respectively “system” and
“facilities.” Its argument that the MISO signatories intended
these two terms always to mean different things, despite its
appeal in the abstract, is unconvincing — indeed unworkable
— as applied. METC proceeds from a dictionary definition of
“system” as “a regularly interacting or interdependent group of
items forming a unified whole.” M ERRIAM-W EBSTER (2025),
https://perma.cc/T8AZ-GJVJ. It follows, per METC, that a
“system” must be the aggregation of facilities into something
larger, which excludes the Styx-Murphy line. But that line is
itself the aggregation of an “interdependent group of items.”
See Wolverine Agreement, Ex. A (listing the “structures,
equipment and facilities” of the Tittabawassee-South line, now
known as the Styx-Murphy line). The definition METC relies
upon therefore does not demarcate as sharp a distinction
between a “system” and a “facility” as METC would like.
Perhaps for that reason, METC does not attempt to draw a
line between a “system” and a “facility” generally, instead
arguing only that the Styx-Murphy line cannot be characterized

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as a “system.” Rather than the dictionary definition, METC
here relies primarily upon passing references, in Commission
orders from this and prior cases, to METC’s “system” and to
the Styx-Murphy “facility.” METC Br. 24–25 (collecting
references). The orders METC cites, however, merely refer to
METC’s “transmission system” and the Styx-Murphy line as a
“facility” without reference to § VI; indeed, nothing in those
orders turned upon the definition of these words. See, e.g.,
Midwest Indep. Transmission Sys. Operator, Inc., 106 FERC
¶ 61,219, at ¶ 16 (2004) (finding the continued use of
transmission service rights pursuant to the Styx-Murphy
Agreements just and reasonable in a settlement agreement
about a joint pricing zone); Mich. Pub. Power Agency, 128
FERC ¶ 61,268, at ¶ 2 (2009) (resolving a dispute over
allocation of certain charges under the Michigan Joint Zone
settlement agreement). As a result, although METC is correct
that the Commission’s interpretation of a tariff provision in a
prior order is relevant to its interpretation of an analogous
provision at a later date, see N.Y. Power Authority & Hudson
Transmission Partners, LLC v. FERC, 109 F.4th 550, 557–58
(D.C. Cir. 2024), no prior order here decided an issue that bears
upon the interpretation of § VI.
A better and more harmonious reading of § VI and of the
MISO TOA as a whole supports the Commission’s conclusion
that the Styx-Murphy line qualifies as a “system” because the
signatories did not intend for “system” and “facilities” always
to mean different things. Begin with the Commission’s
observation that the definition of Transmission System in the
TOA “meaningfully inform[s]” the interpretation of “system”
in § VI of the Appendix thereto. A Transmission System
includes “[t]he transmission facilities of the Owners which are
committed to the operation of MISO” and that meet certain
conditions. MISO Tariff, § 1.T. This definition indicates that a

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“system” is not an abstract entity but is rather a tangible
collection of facilities.
METC would have us stop there, arguing a “system”
cannot be just one facility. METC Reply Br. 13. Not so. As the
Commission pointed out, the owner of a single facility
committed to the MISO Transmission System is a TO, so any
reading of “system” in § VI(i) to apply only to an Owner of
multiple facilities would prevent any ownership of a network
upgrade by a TO with a single facility. Rehearing Order, 187
FERC ¶ 61,015, at ¶ 37 n.90 (citing Republic Trans., Inc., 161
FERC ¶ 61,036 (2017)). It would make no sense for the other
TO signatories or for MISO itself to discriminate in this manner
against the Owner of only one facility.
METC’s other arguments against the relevance and
substance of the definition of “Transmission System” in the
tariff are unpersuasive. METC first argues reliance upon this
defined term “override[s] Section VI’s clear delineation
between ‘system’ and ‘facilities,’” which are undefined terms.
METC Br. 29. But METC starts from a false premise: as we
have seen, the delineation between these two undefined terms
in § VI is hardly clear.
METC’s next argument, that the definition of
“Transmission System” cannot support the Commission’s
interpretation because that term refers to the collective MISO
system and not to a single facility, fares no better. Although
METC may be correct that “Transmission System” refers to the
overall MISO system, the Commission did not import that
definition into § VI. Instead it determined that the definition of
“system” in § VI should not be understood to exclude a single
transmission line.1 Indeed, even METC’s “system” is a subset
1 The Commission also argues that it appropriately looked to the
definition of “Transmission System” in MISO’s unexecuted GIA to

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of the larger MISO Transmission System. It is therefore
unsurprising that a “system” as used in § VI may be a subset of
a larger “system.”
The structure of § VI also supports the Commission’s
interpretation. Consider a situation in which a network upgrade
will connect the facilities of two Owners and those facilities sit
within a third Owner’s “system.” As the Commission
concluded, METC’s rigid distinction between “system” and
“facility” would mean that both Clause (i) and Clause (ii)
would apply to this situation, and METC could obtain owner-
ship of the network upgrades — despite not owning the facili-
ties to which the network upgrade would connect — “simply
because that existing facility was located within its ‘system.’”
That result “would ignore the ownership, and responsibilities,
of the actual owner(s) of the existing transmission facilit(ies)”
and “would render . . . section VI(ii) . . . meaningless.” Indeed,
this scenario would be avoided if the signatories used “system”
and “facility” interchangeably, in which case only Clause (ii)
would apply.
METC responds that this argument is purely hypothetical
and could be avoided with “interpretive principles,” but the
better reading of § VI is one that “gives effect to all of [the
provisions of § VI] and . . . avoids rendering any provision
meaningless.” Okla. Gas & Elec. Co., 11 F.4th at 828–29
(cleaned up). The Commission’s interpretation of § VI does
this.
METC attempted to evade this scenario at oral argument
by positing that Clause (ii) applies only to a “facility”
connecting two different “systems” within the MISO
bolster its interpretation of “system.” Because that definition is not
in the TOA itself, we do not find it probative of the definition of
“system” in § VI.

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Transmission System, such as between a system in Iowa and a
system in Wisconsin. If so, METC argues Clause (ii) would not
apply to the interconnection of network upgrades between the
facilities of two Owners where those facilities sit within a third
Owner’s “system.” This view actually cuts against METC:
First, it conflates the meaning of “system” and of “facility”:
METC argues that Clause (ii) applies to multiple MISO
“systems,” but that provision speaks of “facilities.” Second, the
orders METC cited in support merely hold that Clause (ii) was
correctly applied to the interconnection at issue in that order.
They did not foreclose applying that clause to the connection
of network upgrades between two facilities that are located
within a single system. ITC Midwest, LLC v. Am. Transmission
Co., 142 FERC ¶ 61,096, at ¶¶ 38–39, 41 (2013); Xcel Energy
Servs. Inc. v. Am. Transmission Co., 140 FERC ¶ 61,058, at
¶¶ 58–61 (2012), reh’g denied 147 FERC ¶ 61,089 (2014);
Pioneer Transmission, LLC v. N. Ind. Pub. Serv. Co., 140
FERC ¶ 61,057 (2012).
Finally, METC again makes the argument that because
Clause (i) addresses the connection of a network upgrade to a
“system” and Clause (ii) addresses the connection of a network
upgrade to “facilities,” these two terms must always mean
different things. That argument, however, ignores Clause (iii),
which addresses the connection of network upgrades “between
an Owner(s)’ system and a system or systems that are not part
of MISO.” Clauses (ii) and (iii) use “facilities” and “system” to
describe the objects to which a network upgrade connects even
though the key distinction between these provisions is whether
a connection is being made between two MISO members or
between a MISO member and a nonmember. METC makes no
attempt to reconcile Clause (iii) with its interpretation of
Clause (i).

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The Commission made a somewhat different point in its
brief, asserting that “[t]he meaningful distinction in Section VI
is the number of Midcontinent Owners at the points of
interconnection.” FERC Br. 42. METC contends this point
cannot be found in the Commission’s decisions and is therefore
a post-hoc rationalization that this court cannot consider.
METC Reply Br. 15 (citing Motor Vehicle Mfrs. Ass’n of U.S.,
Inc. v. State Farm Mut. Auto. Ins. Co., 463 U.S. 29, 50 (1983)).
We, however, do not rely upon the point in the Commission’s
brief; instead, we simply observe that Clause (iii) bolsters the
Commission’s holding in the Commission’s Rehearing Order
that § VI uses “system” and “facilities” interchangeably.
In sum, we agree with the Commission that the Styx-
Murphy line is a “system” as that term is used in § VI(i).
Because METC is not the “single” Owner of that line, its claim
to exclusive ownership of the network upgrades fails.
2. The Styx-Murphy Agreements
As an alternative to its arguments about the MISO TOA,
METC contends the overall “language and intent” of the Styx-
Murphy Agreements preclude MPPA’s and Wolverine’s
ownership of network upgrades. As mentioned in Part I.B,
METC cites as support for this view the provisions granting
those TOs the right to transmit power over the Styx-Murphy
line, awarding them an ownership interest in the line, and
specifying both that MPPA’s ownership interest is “related to
its ownership interest” in the Belle River generation station and
that Wolverine’s ownership interest “has been acquired to
provide Wolverine with the right to transmit 105 MW over
Consumers’ transmission system.” METC argues those provi-
sions create “limited grants of ownership in specified facilities”
only to transmit specified amounts of power over Consumers’s
(now METC’s) network. METC Br. 39. METC also claims the

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origin of the Agreements as a product of an antitrust settlement
further supports its position; the Agreements were intended
only to prevent Consumers from denying competitors market
access. It would therefore be wrong, per METC, to read the
Agreements as “convey[ing]” to MPPA and Wolverine any
ownership interest in network upgrades. Id.
Michigan law governs the interpretation of the Styx-
Murphy Agreements. “The cardinal rule” in interpreting a
contract is to determine the intent of the parties. City of Grosse
Pointe Park v. Mich. Mun. Liab. & Prop. Pool, 473 Mich. 188,
702 N.W.2d 106, 113 (2005) (cleaned up) (Cavanagh, J.). “[I]f
the language of the contract is clear and unambiguous, it is to
be construed according to its plain sense and meaning.” Zahn
v. Kroger Co. of Michigan, 483 Mich. 34, 764 N.W.2d 207, 211
(2009). A Michigan court “will not create ambiguity where the
terms of the contract are clear.” City of Grosse Pointe Park, 702
N.W.2d at 113 (cleaned up).
Contrary to METC’s characterization, the Commission did
not determine the Styx Murphy Agreements “convey”
ownership in the network upgrades to MPPA and Wolverine.
Rather, the Commission examined the Styx Murphy
Agreements and found “nothing in the [Agreements] prohibit
[MPPA and Wolverine] from owning interconnection-related
network upgrades.” (Emphasis added.)
It is clear that none of the specific provisions to which
METC points in any way bars the ownership of network
upgrades. METC accordingly argues the contracts as a whole
and their antitrust origin demonstrate an intent to impose that
bar. We think not. The Agreements as a whole granted MPPA
and Wolverine each, for the purpose of transmitting power on
the Styx-Murphy line, both a capacity entitlement and an
undivided ownership interest in the line as a tenant in common,

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which means they may transmit power across the Styx-Murphy
line and may do so as an owner of the line. See Tenancy in
Common, Black’s Law Dictionary (6th ed. 1990) (defining a
“tenancy in common” as “[a] form of ownership whereby each
tenant (i.e., owner) holds an undivided interest in property”
with no right of survivorship). Nothing in the Agreements
suggests these owners are unlike any other joint owner with
respect to the ownership of network upgrades along their line.
Nor does the history of these Agreements provide any
support for METC’s position. We proceed from METC’s
explanation that the Styx-Murphy Agreements were the
product of an antitrust settlement, intended to remedy
Consumers’s market power in the supply of bulk power in
Lower Michigan. The Agreements were therefore intended to
guarantee MPPA’s and Wolverine’s ability to transmit power to
their customers and, per METC, nothing more.
As an initial matter, it is unclear whether the history of the
Agreements should inform our analysis here. METC does not
claim the Agreements are ambiguous, and relatively recent
Michigan case law says a “clear and unambiguous” contractual
term is to be construed “according to its plain sense and
meaning.” Zahn, 764 N.W.2d 207, 211 (2009); but see W. O.
Barnes Co., Inc. v. Folsinski, 337 Mich. 370, 60 N.W.2d 302,
306 (1953) (explaining a court must construe a contract in light
of the parties’ purpose “as indicated by the language used, read
in the light of the attendant facts and circumstances”).
In any event, we do not agree that the history of the
Agreements has the significance METC suggests. If the parties
intended the Agreements narrowly to “eliminate Consumers’s
ability to exclude its competitors in the generation market from
using its lines,” METC Br. 40 (cleaned up), the Agreements
could have included only the right for MPPA and Wolverine to

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transmit power over the Styx-Murphy line. That the
Agreements also grant the TOs a tenancy in common suggests
that unrestricted pro rata ownership in the Styx-Murphy line
would enable them to compete on an equal footing with other
TOs, for example by exercising their right to build network
upgrades when doing so would be advantageous. Limiting the
Agreements as METC requests, therefore, could only help
entrench rather than restrain METC, an effect at odds with the
pro-competitive purpose of the agreements.
In sum, reading the Agreements to prevent the ownership
of network upgrades would extend the terms related to
transmission over, and ownership of, the Styx-Murphy line to
circumstances that are unmentioned and unlike those the
Agreements do address. Although METC claims it is merely
interpreting the Agreements as written, we agree with the
Commission that METC in essence would add to the
Agreements a new prohibition against ownership of network
upgrades. That, however, we cannot do. Zahn, 764 N.W.2d at
211 (stating a court “may not make a new contract for parties
under the guise of a construction of the contract, if doing so
will ignore the plain meaning of words chosen by the parties”).
III. Conclusion
For the foregoing reasons, the petitions for review are
Denied.

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