Pennsylvania Consolidated Statutes

66 Pa. Cons. Stat. § 2102 (2026)

Approval of contracts with affiliated interests.

✓ current as of May 2026

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§ 2102. Approval of contracts with affiliated interests.

(a) General rule.--No contract or arrangement providing for the furnishing of management, supervisory, construction, engineering, accounting, legal, financial, or similar services, and no contract or arrangement for the purchase, sale, lease, or exchange of any property, right, or thing or for the furnishing of any service, property, right or thing other than those above enumerated, made or entered into after the effective date of this section between a public utility and any affiliated interest shall be valid or effective unless and until such contract or arrangement has received the written approval of the commission. If such contract is oral, a complete statement of the terms and conditions thereof shall be filed with the commission and subject to its approval.

(b) Filing and action on contract.--It shall be the duty of every public utility to file with the commission a verified copy of any such contract or arrangement, or a verified summary as described in subsection (a) of any such unwritten contract or arrangement. All such contracts and arrangements, whether written or unwritten, entered into prior to the effective date of this section and required to be on file with the commission by prior act and in full force and effect at the effective date of this section shall be subject to the provisions of the sections regarding affiliated interests. The commission shall approve such contract or arrangement made or entered into after the effective date of this section only if it shall clearly appear and be established upon investigation that it is reasonable and consistent with the public interest. If at the end of 30 days after the filing of a contract or arrangement, no order of rejection has been entered, such contract or arrangement, whether written or unwritten, shall be deemed, in fact and law, to have been approved. The commission may, by written order, giving reasons therefor, extend the 30-day consideration period. No such contract or arrangement shall receive the commission's approval unless satisfactory proof is submitted to the commission of the cost to the affiliated interest of rendering the services or of furnishing the property or service described herein to the public utility. No proof shall be satisfactory within the meaning of the foregoing sentence unless it includes the original (or verified copies) of the relevant cost records and other relevant accounts of the affiliated interest, or such abstract thereof or summary taken therefrom as the commission may deem adequate, properly identified and duly authenticated. The commission may, where reasonable, approve or disapprove such contracts or arrangements without the submission of such cost records or accounts.

(c) Disallowance of excessive amounts.--If the commission shall determine that the amounts paid or payable under a contract or arrangement filed in accordance with this section are in excess of the reasonable price for furnishing the services provided for in the contract, or that such services are not reasonably necessary and proper, it shall disallow such amounts, insofar as found excessive, in any proceeding involving the rates or practices of the public utility. In any proceeding involving such amounts, the burden of proof to show that such amounts are not in excess of the reasonable price for furnishing such services, and that such services are reasonable and proper, shall be on the public utility.

(d) Exceptions.--The provisions requiring the written approval of the commission shall not apply to transactions with affiliated interests of any common carrier by railroad or motor vehicle that is subject to the Interstate Commerce Act unless required by order of the commission, nor where the amount of consideration involved is not in excess of $10,000 or 5% of the par value of outstanding common stock, whichever is smaller. Regularly recurring payments under a general or continuing arrangement which aggregate a greater annual amount shall not be broken down into a series of transactions to come within this exemption. Where the commission has given its approval generally as to a class or category of transactions, the commission may apply such approval to all subsidiary or related transactions. Such transactions shall be valid or effective without commission approval under this section. However, in any proceeding involving the rates or practices of the public utility, the commission may disallow any payment or compensation made pursuant to such transaction unless the public utility shall establish the reasonableness of such payment or compensation.

Cross References. Section 2102 is referred to in sections 2103, 2807 of this title.

Notes of Decisions

Cited in 10 cases, 1983–2020 · leading case: Bell Tel. Co. v. Pennsylvania Pub. Util. Comm'n, 478 A.2d 921 (Pa. Commw. Ct. 1984).

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Bell Tel. Co. v. Pennsylvania Pub. Util. Comm'n, 478 A.2d 921 (Pa. Commw. Ct. 1984). · cites it 3× “Therefore, the intercompany contract was subject to the affiliated interest provisions of the Public Utility Code, 66 Pa. C. S. §2102, which requires commission approval of contracts with affiliated interests.”

PPL Elec. Utils. Corp. v. Pennsylvania Pub. Util. Comm'n, 912 A.2d 386 (Pa. Commw. Ct. 2006). “66 Pa. C.S. § 2102(a). The Commission has continuing supervision and jurisdiction over such contracts.”

Nat'l Fuel Gas Distrib. Corp. v. Pennsylvania Pub. Util. Comm'n, 464 A.2d 546 (Pa. Commw. Ct. 1983). “§2102 requires contracts for purchase between regulated utilities and affiliated interests to be approved by the Commission and, in subsection (e) provides as follows: (o) Disallowance of excessive amounts.— If the commission shall determine that the *141 amounts paid or payable…”

Investigation Upon Comm'n Motion Into the Installment Sale Purchase Prog. of Metro Transp. Co. v. Pennsylvania Pub. Util. Comm'n, 488 A.2d 369 (Pa. Commw. Ct. 1985). “Sections 2102 and 2103 of the Code, 66 Pa. C. S. §§2102 and 2103. An affiliated interest is defined in Section 2101(a) of the Code, 66 Pa.”

Filoon v. Pennsylvania Pub. Util. Comm'n, 648 A.2d 1339 (Pa. Commw. Ct. 1994). “66 Pa.C.S. § 2102. Section 2101 of the Code, definitions of affiliated interest, defines what affiliated interest with a public utility means.”

UGI Utils., Inc. v. Pennsylvania Pub. Util. Comm'n, 684 A.2d 225 (Pa. Commw. Ct. 1996). · cites it 3× “Section 2102 of the Code, 66 Pa.C.S. § 2102. The Code provides for the protection of the public from self-dealing between affiliates by requiring the submission in writing of all contracts.”

Popowsky v. Pennsylvania Pub. Util. Comm'n, 674 A.2d 1149 (Pa. Commw. Ct. 1996). “§ 2106, the PUC: [M]ay disallow, in whole or in part, any payment or compensation to an affiliated interest for any services rendered or property or service furnished, or any property, right, or thing received by such public utility .”

New Garden Twp. v. PA PUC (Pa. Commw. Ct. 2020). · cites it 5× “) The instant matter involves AW-PA’s May 10, 2016 Application seeking, nunc pro tunc, Commission approval of the Assignment Agreements, through which ARC would formally assign its interests in the two Easement Agreements to AW-PA pursuant to Section 2102(a), (b) of the Code, 66…”

New Garden Twp. v. Artesian Resources Corp., Inc. (Pa. Commw. Ct. 2019). · cites it 3× “66 Pa. C.S. §2102. Clearly, decisions regarding approval of affiliated interest agreements require special expertise that resides within the PUC.”

Barensfeld v. Pennsylvania Pub. Util. Comm'n, 624 A.2d 809 (Pa. Commw. Ct. 1993). “For instance, the transaction agreements were filed under Section 2102 of the Public Utility Code, 66 Pa.C.S. § 2102, which states, in pertinent part: (a) [n]o contract or arrangement providing for the furnishing of management, supervisory, construction, engineering, accounting,…”

— 66 Pa. Cons. Stat. § 2102(a) — 3 cases

New Garden Twp. v. PA PUC (Pa. Commw. Ct. 2020). “) The instant matter involves AW-PA’s May 10, 2016 Application seeking, nunc pro tunc, Commission approval of the Assignment Agreements, through which ARC would formally assign its interests in the two Easement Agreements to AW-PA pursuant to Section 2102(a), (b) of the Code, 66…”

New Garden Twp. v. Artesian Resources Corp., Inc. (Pa. Commw. Ct. 2019). “66 Pa. C.S. §2102. Clearly, decisions regarding approval of affiliated interest agreements require special expertise that resides within the PUC.”

— 66 Pa. Cons. Stat. § 2102(b) — 3 cases

Bell Tel. Co. v. Pennsylvania Pub. Util. Comm'n, 478 A.2d 921 (Pa. Commw. Ct. 1984). “Therefore, the intercompany contract was subject to the affiliated interest provisions of the Public Utility Code, 66 Pa. C. S. §2102, which requires commission approval of contracts with affiliated interests.”

UGI Utils., Inc. v. Pennsylvania Pub. Util. Comm'n, 684 A.2d 225 (Pa. Commw. Ct. 1996). “Section 2102 of the Code, 66 Pa.C.S. § 2102. The Code provides for the protection of the public from self-dealing between affiliates by requiring the submission in writing of all contracts.”

— 66 Pa. Cons. Stat. § 2102(c) — 3 cases

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