Sierra Club v. FERC

United States Court of Appeals
FOR THE DISTRICT OF COLUMBIA CIRCUIT

Argued September 18, 2023 Decided March 29, 2024

No. 22-1233

SIERRA CLUB,
PETITIONER

v.

FEDERAL ENERGY REGULATORY COMMISSION,
RESPONDENT

EMPIRE PIPELINE, INC. AND NATIONAL FUEL GAS SUPPLY
CORPORATION,
INTERVENORS

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

Nathan Matthews argued the cause for petitioner. With
him on the briefs was Ankit Jain, at the time the brief was filed.
Thomas Gosselin entered an appearance.

Susanna Y. Chu, Attorney, Federal Energy Regulatory
Commission, argued the cause for respondent. With her on the
brief were Matthew R. Christiansen, General Counsel, and
Robert H. Solomon, Solicitor.
 2
Eamon P. Joyce argued the cause for respondent-
intervenors. With him on the brief was Brooke E. Boyd. Emily
P. Mallen entered an appearance.

Michael Diamond and Michael R. Pincus were on the brief
for amicus curiae Interstate Natural Gas Association of
America in support of respondent.

No. 22-1235

SIERRA CLUB AND PUBLIC CITIZEN,
PETITIONERS

v.

FEDERAL ENERGY REGULATORY COMMISSION,
RESPONDENT

CHENIERE CORPUS CHRISTI PIPELINE, L.P. AND CORPUS
CHRISTI LIQUEFACTION, LLC,
INTERVENORS

Consolidated with 22-1267

On Petitions for Review of Orders
of the Federal Energy Regulatory Commission
 3
Nathan Matthews argued the cause for petitioners. With
him on the briefs was Thomas Gosselin.

Matthew J. Glover, Attorney, Federal Energy Regulatory
Commission, argued the cause for respondent. With him on
the brief were Matthew R. Christiansen, General Counsel, and
Robert H. Solomon, Solicitor. Susanna Y. Chu, Attorney,
entered an appearance.

Catherine E. Stetson argued the cause for respondent-
intervenors. With her on the brief were Sean Marotta and
Michael West.

Before: HENDERSON and PAN, Circuit Judges, and
ROGERS, Senior Circuit Judge.

Opinion for the Court filed by Circuit Judge PAN.

PAN, Circuit Judge: When the Federal Energy Regulatory
Commission (“FERC” or the “Commission”) approves the
construction of natural-gas infrastructure, such as a pipeline, it
sets a deadline for the completion of the construction project.
If the project developer requests an extension of that deadline,
FERC generally will grant the request if the developer (i)
shows “good cause” for needing the extension, in a motion
made before the deadline expires, 18 C.F.R. § 385.2008(a), and
(ii) acts “within a timeframe during which the environmental
and other public interest findings underlying the [project
approval] can be expected to remain valid,” Algonquin Gas
Transmission, LLC, 170 FERC ¶ 61,144, at P 15 (2020). FERC
applied those principles to grant extensions of time for two
developers to complete pipeline projects. Sierra Club petitions
for review of the extension decisions, joined by Public Citizen
in one of the cases. Both petitions essentially contend that
FERC was too permissive in finding “good cause” to grant the
 4
extensions. Because FERC acted well within its discretion in
both cases, we deny the petitions for review.

I.

A.

Under the Natural Gas Act (“NGA”), 15 U.S.C. § 717 et
seq., FERC regulates the interstate transportation and sale of
natural gas. A developer who wishes to construct facilities that
are used to transport or sell natural gas must seek authorization
from FERC by applying for a certificate of public convenience
and necessity. 15 U.S.C. § 717f(c)–(d). FERC will issue a
certificate to authorize the project if it finds that (1) the
applicant is “able and willing properly to do the acts and to
perform the service proposed,” in conformance with the NGA
and FERC’s “requirements, rules, and regulations”; and (2) the
proposed project “is or will be required by the present or future
public convenience and necessity.” Id. § 717f(e). Prior to
authorizing a natural-gas infrastructure project, FERC
undertakes an extensive analysis of market need, the public
interest, and any environmental effects of the proposed project.
Id.; Sierra Club v. FERC, 867 F.3d 1357, 1373 (D.C. Cir. 2017)
(“FERC will balance the public benefits against the adverse
effects of the project, including adverse environmental
effects.” (cleaned up)). As part of the certification process,
FERC “set[s] the matter for hearing and . . . give[s] such
reasonable notice of the hearing . . . to all interested persons.”
15 U.S.C. § 717f(c)(1)(B).

Any person may file comments about whether a natural-
gas infrastructure project should be approved. 18 C.F.R.
§ 385.211; 18 C.F.R. § 157.10. Commenters can also intervene
and become parties to the proceeding before FERC. 15 U.S.C.
§ 717n(e) (“[T]he Commission . . . may admit as a party . . .
any other person whose participation in the proceeding may be
 5
in the public interest.”); 18 C.F.R. § 385.214 (FERC
procedures for intervention). FERC considers comments about
project approval and responds to them substantively in the
order granting the authorization certificate. See Algonquin
Gas, 170 FERC ¶ 61,144, at P 40. The project is also examined
under the National Environmental Policy Act (“NEPA”),
through the issuance of either an environmental assessment or
an environmental impact statement. See 42 U.S.C. § 4321 et
seq.

The NGA does not require FERC to set deadlines for the
completion of construction projects. But FERC has authority
to “perform any and all acts” to “prescribe, issue, make, amend,
[or] rescind” a certificate order, “as [the agency] may find
necessary or appropriate to carry out the [NGA].” 15 U.S.C.
§ 717o. Under a FERC regulation, “[a]ny authorized
construction [or] extension . . . shall be completed and made
available for service . . . within [a] period of time to be
specified by the Commission in each order.” 18 C.F.R.
§ 157.20(b) (cleaned up). Such project deadlines, set by FERC,
are premised on “a reasonable period of time for the project
sponsor to complete construction.” Order Granting Request for
Extension of Time, Nat’l Fuel Gas Supply Corp. (Nat’l Fuel
Extension Order), 179 FERC ¶ 61,226, at P 10 (2022). FERC
has explained in prior orders why setting deadlines serves
important interests. First, having a deadline for completion
protects “the information supporting [FERC’s] public
convenience and necessity determinations . . . [from] go[ing]
[stale] with the passage of time.” PennEast Pipeline Co., LLC,
170 FERC ¶ 61,138, at P 16 (2020). Second, deadlines provide
certainty to neighboring landowners, ensuring that they are not
indefinitely constrained from “pursuing activities that could
prove incompatible with the project’s construction or
operation.” Chestnut Ridge Storage LLC, 139 FERC ¶ 61,149,
at P 10 (2012). Finally, construction deadlines prevent
 6
developers from holding on to certificates for so long that they
“inhibit a potential competitor from pursuing its own project to
serve the same market.” Id. at P 9.

Another regulation, 18 C.F.R. § 385.2008(a), provides that
FERC may grant extensions of time for project completion “for
good cause, upon a motion made before” the operative
deadline. “Good cause” is the only showing that a certificate
holder is required to make if the extension request is filed
“within a timeframe during which the environmental and other
public interest findings underlying the Commission’s
authorization [of the project] can be expected to remain valid.”
Algonquin Gas, 170 FERC ¶ 61,144, at P 15 (2020). An
extension of time is an amendment of the project-completion
deadline in the certificate order, under section 717o of the
NGA. See 15 U.S.C. § 717o (empowering FERC to perform
“any and all acts” to amend a certificate order, as “necessary or
appropriate”).

When a developer applies for an extension, FERC
publishes the application so that any person can provide
comments about whether the extension should be granted. See
Algonquin Gas, 170 FERC ¶ 61,144, at P 39.1 If FERC issues
an extension order, persons that opposed the extension can
submit a request for rehearing. See 15 U.S.C. § 717r(a) (noting
that a party “aggrieved by an order issued by the Commission
in a proceeding . . . may apply for rehearing within thirty days

1
In Algonquin Gas, FERC “acknowledg[ed] the importance of
public involvement and transparency in its decision-making
processes,” and “directed the Office of the Secretary and Office of
Energy Projects to: (1) notice all requests for extensions of time to
complete construction for Natural Gas Act facilities within 7
calendar days of receiving the request and (2) establish a 15-calendar
day intervention and comment period deadline.” Nat’l Fuel
Extension Order, 179 FERC ¶ 61,226, at P 9.
 7
after the issuance of such order”). FERC can deny rehearing
either by operation of law, when it declines to act on the
rehearing request within thirty days, or by issuing an order
explaining its rationale for the denial. Id.; 18 C.F.R.
§ 385.713(f). After parties to a proceeding exhaust their
arguments before the Commission by seeking rehearing, they
may petition for review of FERC’s decision in this court. 15
U.S.C. § 717r(b) (“No objection . . . shall be considered by the
court unless such objection shall have been urged before the
Commission in the application for rehearing unless there is
reasonable ground for failure so to do.”). We have jurisdiction
over a timely petition for review under 15 U.S.C. § 717r(b).

B.

National Fuel Gas Supply Corporation (“National Fuel”)
seeks to build the 99-mile Northern Access Pipeline across
Pennsylvania and New York. The proposed pipeline will
connect gas producers to markets in Canada and throughout the
northeastern United States. FERC first approved the pipeline
project in a 2017 Certificate Order, requiring it to be completed
by February 3, 2019. Nat’l Fuel Gas Supply Corp., 158 FERC
¶ 61,145 (2017), on reh’g, 164 FERC ¶ 61,084 (2018). But
National Fuel ran into a major hurdle: The New York State
Department of Environmental Conservation (“NYSDEC”)
denied its application for a water-quality certification under
section 401 of the Clean Water Act (“CWA”). National Fuel
challenged that decision, spawning years of litigation in the
Second Circuit. As a result of the ongoing litigation, FERC
granted National Fuel an extension of time in 2019, pushing the
deadline for project completion back to February 3, 2022. The
2019 extension is not at issue in this case.

In 2021, National Fuel prevailed in the Second Circuit
litigation. National Fuel’s period of legal uncertainty ended
 8
when NYSDEC’s time to petition the Supreme Court for a writ
of certiorari expired. Five months later, National Fuel filed
with FERC a request for another extension of time to complete
the project. In support of its request, National Fuel stated that
it needed additional time to “refresh” certain environmental
permits after the end of the Second Circuit litigation. Nat’l
Fuel J.A. 29, 31.

Sierra Club moved to intervene and submitted a protest
opposing the extension. Sierra Club’s protest noted that
National Fuel’s request for an extension “offers no
explanation” as to “[w]hat permits it is referring to” and
“[w]hat steps remain to be taken for these permits.” Nat’l Fuel
J.A. 64–65 (emphasis omitted). FERC responded to the protest
by sending National Fuel a request for additional information
about the environmental permits that it needed to update.
National Fuel promptly submitted a chart that clarified the
status of each of its environmental permits under the CWA and
the Endangered Species Act. FERC then issued an Extension
Order granting National Fuel a 35-month extension of its
deadline, until December 31, 2024. FERC determined that
there was “[g]ood cause” for the extension because “[t]he
Commission has previously found that providing more time for
a project applicant to obtain necessary permits can be an
appropriate basis for granting an extension of time.” Nat’l Fuel
Extension Order, 179 FERC ¶ 61,226, at P 15.

Sierra Club filed a request for rehearing, contesting
FERC’s finding of good cause for the extension. Sierra Club
claimed that National Fuel had not diligently pursued the
project because National Fuel did not actively procure
necessary permits. Sierra Club also argued that FERC failed to
appropriately consider whether the original Certificate Order’s
findings remained valid and failed to supplement its NEPA
analysis based on new circumstances. As part of its NEPA
 9
argument, Sierra Club asserted that FERC had failed to address
the impact of a new statute, the 2019 New York Climate
Leadership and Community Protection Act (“Climate Act”), on
project need. FERC issued a notice of denial of rehearing by
operation of law. Sierra Club timely petitioned for review of
the Commission’s Extension Order. See 15 U.S.C. § 717r(b).

C.

Corpus Christi Liquefaction Stage III, LLC, Corpus
Christi Liquefaction, LLC, and Cheniere Corpus Christi
Pipeline, LP (collectively, “Cheniere”) sought FERC’s
approval to build a series of improvements to an existing
liquefied natural gas (“LNG”) terminal on Texas’s Corpus
Christi Bay and a related pipeline. Corpus Christi Liquefaction
Stage III, LLC, 169 FERC ¶ 61,135, at P 1–2 (2019). FERC
granted its approval in a 2019 Authorization Order, which
included a certificate of public convenience and necessity. The
Authorization Order required the project to be completed by
November 22, 2024.

In 2021, Cheniere filed a request to extend the deadline for
its project by 31 months, until June 30, 2027. Cheniere cited
the COVID-19 pandemic as the reason for its delay —
specifically, it stated that the “onset and duration of the
COVID-19 pandemic resulted in adverse economic and
logistical conditions that slowed commercial progress and
precluded [Cheniere] from making a timely Final Investment
Decision (‘FID’) on the [project].” Cheniere J.A. 26. Sierra
Club and Public Citizen filed motions to intervene and filed a
protest opposing the extension and contesting good cause.

FERC granted Cheniere’s extension request. The
Extension Order found that Cheniere had established good
cause for an extension because “[t]he unforeseeable impacts of
the COVID-19 pandemic combined with the companies’
 10
continued interest in the project satisfy the Commission’s good
cause inquiry.” Order Granting Extension of Time Request,
Corpus Christi Liquefaction Stage III, LLC (Cheniere
Extension Order), 179 FERC ¶ 61,087, at P 13 (2022). Sierra
Club and Public Citizen submitted a request for rehearing of
the Extension Order, which FERC denied by operation of law.
See 15 U.S.C. § 717r(a). Sierra Club and Public Citizen timely
filed a petition for review of the Extension Order. See 15
U.S.C. § 717r(b).

Thereafter, FERC issued an Order on Rehearing. The
Rehearing Order provided further explanation of FERC’s
decision to grant the extension by elaborating on the public-
interest findings and addressing certain NEPA arguments.
With respect to good cause, the Rehearing Order stated: “[I]n
the Extension Order, the Commission adequately addressed the
[Petitioners’] arguments regarding the Commission’s
conclusion that the companies demonstrated good cause for
delay.” Order on Rehearing, Corpus Christi Liquefaction
Stage III, LLC, 181 FERC ¶ 61,033, at P 9 (2022). Sierra Club
and Public Citizen filed a timely petition for review of the
Rehearing Order. We consolidated the appeals of Cheniere’s
Extension Order (No. 22-1235) and Rehearing Order (No. 22-
1267).2

II.

FERC’s authority to set and extend construction deadlines
is rooted in its broad power to “perform any and all acts” to
“prescribe, issue, make, amend, [or] rescind” a construction-

2
Petitioners ask us to clarify if a separate filing was necessary or
if the first petition for review would have sufficed to confer
jurisdiction to review the Rehearing Order as well, as it modifies the
Extension Order. We decline to resolve that question because it has
not been briefed.
 11
authorization certificate — a power that may be exercised
whenever the Commission deems it “necessary or appropriate
to carry out the [NGA].” 15 U.S.C. § 717o; see also Tenn. Gas
Pipeline Co., v. FERC, 860 F.2d 446, 452 (D.C. Cir. 1988)
(FERC “has broad discretion in exercising its authority under
the [NGA]” pursuant to § 717o.); Panhandle E. Pipe Line Co.
v. FERC, 907 F.2d 185, 189 (FERC can “exercise . . . its
general equitable powers” under § 717o.). Moreover, FERC is
“entitled to substantial deference” in an area involving “a
judgment . . . [of] regulatory policy at the core of FERC’s
mission.” Sacramento Mun. Util. Dist. v. FERC, 616 F.3d 520,
533 (D.C. Cir. 2010).

FERC’s discretion in granting an extension of time for a
natural-gas construction project is limited only by the arbitrary-
and-capricious standard of the Administrative Procedure Act
(“APA”). See 5 U.S.C. § 706(2)(A) (A court will set aside
agency action when it is “arbitrary, capricious, an abuse of
discretion, or otherwise not in accordance with law.”); La. Pub.
Serv. Comm’n v. FERC, 866 F.3d 426, 429 (D.C. Cir. 2017).
In reviewing FERC’s extension orders, we do not ask “whether
a regulatory decision is the best one possible or even whether
it is better than the alternatives.” FERC v. Elec. Power Supply
Ass’n, 577 U.S. 260, 292 (2016). Instead, we must uphold such
a decision if the Commission has “examine[d] the relevant
[considerations] and articulate[d] a satisfactory explanation for
its action[,] including a rational connection between the facts
found and the choice made.” Motor Vehicle Mfrs. Ass’n of
U.S., Inc. v. State Farm Mut. Auto. Ins. Co., 463 U.S. 29, 43
(1983) (cleaned up).

III.

Both National Fuel and Cheniere filed timely applications
for extensions of time to complete their construction projects,
 12
and FERC found “good cause” to grant their requests. See 18
C.F.R. § 385.2008(a) (FERC may grant extensions of time for
project completion “for good cause, upon a motion made
before” the prior deadline.). In both cases, FERC had
previously conducted lengthy review processes before
approving the projects in the first place; and, in considering the
requests for extensions, FERC found that the project sponsors
had demonstrated diligence in the continued pursuit of their
projects. With respect to National Fuel, FERC also determined
that delays caused by litigation constituted good cause to grant
an extension. For Cheniere, the Commission found that the
COVID-19 pandemic caused logistical problems that
amounted to good cause. We hold that FERC reasonably
granted each company an extension of time and adequately
explained its decisions. Thus, the Commission’s actions were
neither arbitrary nor capricious.

A.

FERC generally grants a timely application for an
extension of a construction deadline if a project sponsor
demonstrates “good cause” for its request, 18 C.F.R.
§ 385.2008(a), and files its application “within a timeframe
during which the environmental and other public interest
findings underlying the Commission’s authorization can be
expected to remain valid,” Algonquin Gas, 170 FERC
¶ 61,144, at P 15. FERC has permissibly adopted a case-by-
case, fact-based approach to deciding whether an extension of
time is warranted. See, e.g., Adelphia Gateway, LLC, 178
FERC ¶ 61,030, at P 15 (2022). In both cases on review, FERC
noted, as it has in many similar cases, that “‘[g]ood cause’ can
be shown by a project sponsor demonstrating that it made good
faith efforts to meet its deadline but encountered circumstances
beyond its control.” Nat’l Fuel Extension Order, 179 FERC
 13
¶ 61,226, at P 10 (2022); accord Cheniere Extension Order,
179 FERC ¶ 61,087, at P 8.3

FERC’s reasoning in each of the instant cases is consistent
with the Commission’s previous determinations of how good
cause “can be shown.” E.g., Cheniere Extension Order, 179
FERC ¶ 61,087, at P 8; Delfin LNC LLC, 178 FERC ¶ 61,031,
at P 10 (2022). For example, the Commission has found that
sponsors made good-faith efforts where they advanced their
projects by applying for permits, engaging in litigation,
acquiring necessary land rights, or negotiating with state
agencies. See, e.g., Arlington Storage Co., 155 FERC ¶ 61,165,
at PP 11–13 (noting that Arlington had all necessary property
rights and was continuing to work with a New York state
agency); Algonquin Gas, 170 FERC ¶ 61,144, at PP 26–29
(citing Algonquin’s filing of lawsuits challenging zoning and
wetlands ordinances). Moreover, in examining reasons for
delay, FERC has found a wide range of circumstances to
support good cause, including legal or litigation-related
barriers, as well as impacts from the COVID-19 pandemic.
See, e.g., Algonquin Gas, 170 FERC ¶ 61,144, at P 34 (delay

3
We observe that, in some cases, FERC has used the same
wording as that employed in the National Fuel Extension Order. See
Adelphia Gateway, LLC, 178 FERC ¶ 61,030, at P 15. In other cases,
FERC’s articulation of the standard has varied by just a few words.
See Cheniere Extension Order, 179 FERC ¶ 61,087, at P 8
(“encountered circumstances that prevented it from doing so”)
(emphasis added); Algonquin Gas, 170 FERC ¶ 61,144 at P 32
(“encountered unforeseeable circumstances”); Const. Pipeline Co.,
169 FERC ¶ 61,102, at P 19 (2019) (same); Const. Pipeline Co., 165
FERC ¶ 61,081, at P 9 (2018) (same); Chestnut Ridge, 139 FERC
¶ 61,149, at P 11 (“good faith efforts to meet a deadline have been
thwarted by unforeseeable circumstances”); Columbia Gas
Transmission, LLC, 172 FERC ¶ 61,162, at P 8 (2020) (“good faith
efforts to meet a deadline have been thwarted” (cleaned up)).
 14
caused by lawsuit); Mountain Valley Pipeline, LLC, 173 FERC
¶ 61,026, at P 12 (2020) (delay caused by legal challenges
affecting permits from five different federal agencies);
Adelphia Gateway, 178 FERC ¶ 61,030, at PP 19–20 (delay
caused by COVID-19’s disruption of state agencies,
construction activities, and material procurement). In sum, in
the cases on review, the Commission followed its reasonable
practice of evaluating the project sponsor’s diligence and the
reasons for delay in determining whether the extension requests
were supported by “good cause.”

Petitioners argue that FERC’s “good cause” inquiry is too
lax, asserting that the agency essentially rubber-stamps all
requests for extensions of time. See Oral Argument at 18:15,
Sierra Club v. FERC (No. 22-1235) (noting that FERC almost
never “says no” to extension requests). Although it is true that
FERC has denied very few extension requests, that is not
surprising.4 Project sponsors invest significant time and
resources to secure approval of their pipelines and related
facilities, and they generally have economic incentives to
promptly complete construction. Accordingly, sponsors
typically can meet the “good cause” standard by demonstrating
their diligence and citing factors beyond their control that have
slowed their progress. See, e.g., Algonquin Gas, 170 FERC
¶ 61,144, at P 34; Mountain Valley Pipeline, 173 FERC
¶ 61,026, at P 12. Project developers who intend to abandon a

4
FERC has cited only three examples in the last three decades
where it denied an extension request. Chestnut Ridge, 139 FERC
¶ 61,149 (2012); Leaf River Energy Ctr. LLC, 156 FERC ¶ 61,015
(2016); Questar Pipeline Co., 65 FERC ¶ 61,037 (1993). But the
Commission occasionally grants an extension of time for a shorter
period than the sponsor requested. Northwest Pipeline LLC, 171
FERC ¶ 61,077, at P 3 (2020); Delfin LNG LLC, 178 FERC ¶ 61,031,
at P 3.
 15
project likely would not request any extension. See Wyoming-
California Pipeline Co., 70 FERC ¶ 61,041, 61,130 (1995)
(rescinding a certificate because a developer still had not
applied for an extension with only a month left before the
deadline). Thus, the percentage of extensions granted is not
necessarily evidence that the Commission’s decision-making
process is faulty. To the contrary, the standard adopted by
FERC is reasonable and falls well within the Commission’s
broad discretion to “amend” a certificate order as “necessary or
appropriate.” 15 U.S.C. § 717o.

B.

The foregoing framework for determining “good cause” to
extend a construction deadline assumes that the facts and
determinations underlying the original certificate approval
have not changed. Where there has been no significant shift in
the relevant circumstances, FERC generally declines to
reevaluate issues that already were addressed when the agency
first approved the project. See, e.g., Algonquin Gas, 170 FERC
¶ 61,144, at P 40 (“The Commission will not consider
arguments that re-litigate the issuance of the certificate order,
including whether the Commission properly found the project
to be in the public convenience and necessity and . . . the
Commission’s environmental analysis.”). This forward-
looking policy promotes the interests of FERC and project
developers in finality: It allows FERC to avoid duplicating the
extensive work that was done when granting the certificate; and
allows developers to rely on their certificates as they construct
their facilities. See id. Thus, as a general matter, FERC
prohibits commenters from opposing an extension of time by
challenging the findings and reasoning underlying the
certificate order, but instead requires them to present new
information or circumstances that post-date the certification
process. See id. at P 15 (“At the time a pipeline requests an
 16
extension of time, orders on certificates of public convenience
and necessity are final.”).

FERC has leeway, however, to revisit prior market-need
or environmental findings when new circumstances render
such findings stale or out of date. See Algonquin Gas, 170
FERC ¶ 61,144, at P 15 (noting that the good cause standard
applies only “within a timeframe during which the
environmental and other public interest findings underlying the
Commission’s authorization can be expected to remain valid”).
In such circumstances, FERC may account for the changed
conditions by relying on its discretion to “amend” a certificate
order as “necessary or appropriate.” 15 U.S.C. § 717o. We are
not aware of any instance where FERC decided to deny an
extension request — and effectively cancel the Commission’s
approval of a project — solely based on a finding that
circumstances had changed.

Sierra Club argues that § 717o requires FERC to re-
evaluate the findings underlying the original certificate order
any time that it considers an extension request to ensure that its
decision is “appropriate.” We disagree. Section 717o is a
broad grant of authority to FERC. It empowers FERC to take
whatever actions “it may find necessary or appropriate” to
amend a certificate of public convenience and necessity. Id.
The plain language of the statute allows FERC to determine, in
its discretion, what is “appropriate” to be considered.

Nevertheless, FERC must sometimes account for
substantial or significant changes that impact a project’s
approval when fulfilling the Commission’s independent
obligation to comply with NEPA. 40 C.F.R. § 1502.9(d)(1).
Specifically, the Commission must prepare a supplemental
environmental analysis if (1) “a major Federal action remains
to occur,” and (2) “[t]he agency makes substantial changes to
 17
the proposed action that are relevant to environmental
concerns” or “[t]here are significant new circumstances or
information relevant to environmental concerns.” Id.

In sum, the NGA, NEPA, and the Commission’s prior
precedents all provide bases for FERC to revisit its prior
findings due to a significant change in circumstances. The
Commission revisits its prior findings if it believes doing so is
“necessary or appropriate” under the NGA or is mandated by
NEPA; and it has substantial discretion to amend an approval
certificate on those grounds. 15 U.S.C. § 717o; 40 C.F.R.
§ 1502.9(d)(1). A determination by FERC about whether
changed circumstances have undermined the validity of its
previous findings of public convenience and necessity is
entitled to substantial deference because such a decision
necessarily relies on the Commission’s technical expertise. See
Sacramento Mun. Util. Dist., 616 F.3d at 533 (noting that
“technical inquir[ies] [are] properly confided to FERC’s
judgment”). Such deference also is due to a FERC
determination about whether a supplemental environmental
analysis is necessary under NEPA because such a judgment
relies on the Commission’s evaluation of “substantial changes”
to the proposed project or “significant new circumstances or
information” related to the project. See 40 C.F.R.
§ 1502.9(d)(1); Marsh v. Or. Nat. Res. Council, 490 U.S. 360,
377 (1989) (requiring courts to “defer to the informed
discretion of the responsible federal agencies” in whether to
prepare a supplemental environmental impact statement
(cleaned up)); Nat’l Comm. for the New River v. FERC, 373
F.3d 1323, 1330 (D.C. Cir. 2004) (“[FERC’s] determination
that the new information was not significant enough to warrant
preparation of a supplement to the [environmental analysis] is
entitled to deference.”).
 18
C.

Applying the foregoing principles, we conclude that FERC
adequately explained its rationale for finding good cause to
grant National Fuel’s request for an extension of its project
deadline. FERC cited its long-standing practice of granting
extensions to “provid[e] more time for a project applicant to
obtain necessary permits.” Nat’l Fuel Extension Order, 179
FERC ¶ 61,226, at P 15. The Commission recognized that the
Second Circuit litigation was “part of [National Fuel’s] efforts
to obtain a state authorization,” which demonstrated National
Fuel’s “continued interest in the project.” Id. FERC also noted
that the litigation was a significant obstacle to the project’s
advancement that was beyond National Fuel’s control. Id. at
P 5. FERC’s application of its “good cause” standard to
National Fuel’s circumstances was well “within the bounds of
reasoned decisionmaking.” Balt. Gas & Elec. Co. v. NRDC,
462 U.S. 87, 105 (1983).

Sierra Club errs in arguing that “good faith” invariably
requires a project sponsor to actively pursue all needed permits.
Because National Fuel did not pursue certain permits between
August 2021 and January 2022, Sierra Club asserts that FERC
must explain why it nevertheless found good cause to grant the
extension. Sierra Club’s proposed interpretation of “good
faith” is unduly exacting. While continuously and actively
pursuing permits may suffice to show good faith, such
persistence is not always necessary to meet that standard.
FERC may decide, in its discretion, that other types of
reasonable efforts, other than “active pursuit” of all permits, are
sufficient. See, e.g., Algonquin Gas, 170 FERC ¶ 61,144, at PP
34, 36 (responding to an allegation of undue delay by stating
“[t]he record before us reflects no bad faith or delay on the
company’s part, but rather what appears to be reasonable
efforts to move the project forward”). Here, FERC permissibly
 19
relied on National Fuel’s litigation of the CWA issue in the
Second Circuit as evidence of National Fuel’s good-faith
pursuit of the project. That decision was not arbitrary or
capricious.

Sierra Club further argues that circumstances have
changed, and that FERC should have denied the extension
request because the Northern Access Pipeline is no longer
needed. According to Sierra Club, under the NGA and NEPA,
FERC was required to reconsider its findings of market need
because New York passed the 2019 Climate Act, which
requires the state to reduce its natural-gas usage. Sierra Club
cites analysis predicting that “end-use gas demand [will]
decline[] significantly [in New York], with reductions ranging
from 83–95% by 2050.” Nat’l Fuel J.A. 54 n.16. Thus,
according to Sierra Club, FERC must reconsider whether the
Northern Access Pipeline still serves new demand for gas and
whether construction of the pipeline remains in the public
interest.

As an initial matter, Sierra Club’s argument about the
Climate Act was exhausted before the Commission and is
properly before us. Sierra Club made statements in its
rehearing petition that were sufficient to put FERC on notice of
its market-need argument. See Ameren Servs. Co. v. FERC,
893 F.3d 786, 793 (D.C. Cir. 2018) (to be exhausted, arguments
must be laid out with sufficient detail to “alert[] the
Commission to the specific legal argument[]” being presented
(cleaned up)). In its rehearing request, Sierra Club wrote that
New York’s Climate Act “requires a statewide transition away
from the use of natural gas to produce electricity,” which
“likely undercuts or reduces demand for gas in New York, and
thus in the market purportedly served by the pipeline.” Nat’l
Fuel J.A. 154. That argument gave FERC notice of the legal
issues that Sierra Club intended to pursue.
 20
Sierra Club contends that FERC’s failure to consider the
effects of the Climate Act renders the Extension Order arbitrary
and capricious. But we defer to FERC’s determination that
circumstances did not change substantially enough to revisit its
underlying findings. See Sacramento Mun. Util. Dist., 616
F.3d at 533 (requiring deference to “technical inquir[ies]
properly confided to FERC’s judgment”). Contrary to Sierra
Club’s contentions, FERC’s decision not to revisit its market-
need finding was reasonable and supported by the record
evidence: The record demonstrates that the Climate Act will
have little effect on the demand for the natural gas transported
by National Fuel’s pipeline. First, the project remains fully
subscribed, pursuant to the same precedent agreement that was
evaluated in the 2017 Certificate Order.5 Second, the pipeline
does not primarily serve New York — it is focused on
channeling gas into Canada and throughout the northeastern
United States. While the record reflects that some of the gas
could be diverted to upstate New York, that relatively
insubstantial amount does not undermine FERC’s
determination that the pipeline’s overall market-need finding
remains valid, especially under our deferential standard of
review. See Nat’l Fuel Gas Supply Corp., 158 FERC ¶ 61,145,

5
Sierra Club makes some arguments attacking the fact that
National Fuel’s precedent agreement is signed with an affiliate. See
Env’t Def. Fund v. FERC, 2 F.4th 953, 975 (D.C. Cir. 2021).
Environmental Defense Fund requires FERC to look beyond the bare
precedent agreement in determining project need when there is
evidence of self-dealing or other affiliate abuse. Id. But that case is
distinguishable because it involved an objection to an initial
certificate issuance. Sierra Club may not attack the affiliate
precedent agreement as invalid evidence of market need in the instant
proceeding because that agreement has not changed since the
issuance of the certificate order. See Algonquin Gas, 170 FERC
¶ 61,144, at P 40 (“The Commission will not consider arguments that
re-litigate the issuance of the certificate order . . . .”).
 21
at P 32 (noting that 72% of the gas is intended for delivery into
Canada, “with the option for delivery along [the pipeline
system] in northern and central New York”).

We similarly reject Sierra Club’s argument that the effects
of the Climate Act necessitated a supplemental NEPA analysis.
See 40 C.F.R. § 1502.9(d)(1). FERC’s determination that the
Climate Act will not significantly affect market need also
indicates that the Act is not a “significant new circumstance[]”
under NEPA. Nat’l Fuel Extension Order, 179 FERC ¶ 61,226,
at P 18. Moreover, FERC and National Fuel have made no
changes to the proposed project that would trigger a
supplemental NEPA analysis. See 40 C.F.R.
§ 1502.9(d)(1)(ii). The Commission thus permissibly found
that the only issue properly before it was the time needed to
complete the project. See Marsh, 490 U.S. at 377 (requiring
courts to “defer to the informed discretion of the responsible
federal agencies” in whether to prepare a supplemental
environmental impact statement (cleaned up)). FERC’s
decision to grant National Fuel’s request for an extension of
time without first conducting a supplemental NEPA analysis
was not arbitrary or capricious.

D.

FERC also adequately explained its finding of good cause
to grant Cheniere an extension. FERC acknowledged that the
“adverse economic and logistical impacts of the COVID-19
pandemic prevented [Cheniere] from making a timely
investment decision on the project to meet construction
deadlines.” Cheniere Extension Order, 179 FERC ¶ 61,087, at
P 10. Petitioners argue, however, that FERC’s finding of good
cause was insufficiently supported by specific facts about the
pandemic’s impact on Cheniere’s investment decision. At oral
argument, Petitioners gave examples of the types of facts that
 22
they believe are required, such as the percentage of investment
Cheniere still lacked and how many more contracts it needed
to enter. Oral Argument at 6:50, Sierra Club v. FERC (No. 22-
1235).

Again, Petitioners advocate for an unduly high level of
stringency in determining good cause. FERC properly
exercised its broad discretion to decide what facts were
sufficient to meet the “good cause” standard: It relied on
Cheniere’s representation that the pandemic’s effects on LNG
markets prevented it from making a “final investment
decision.” As Cheniere explains, a “final investment decision”
is an energy-industry term describing the process by which a
sponsor secures financing; it requires the project sponsor to “be
confident that it will be able to sell a significant percentage of
the project’s output” at an economically viable price. Brief of
Cheniere, Sierra Club v. FERC (No. 22-1235), at 7 (quoting
Final Investment Decision (FID) (US), Westlaw Practical Law
Glossary Item w-026-2352). Although FERC’s explanation
for granting the extension was concise and used industry-
specific terminology, the Commission’s rationale was
discernable and therefore adequate. See Bowman Transp., Inc.
v. Arkansas-Best Freight Sys., Inc., 419 U.S. 281, 285–86
(1974) (“While we may not supply a reasoned basis for the
agency’s action that the agency itself has not given, we will
uphold a decision of less than ideal clarity if the agency’s path
may reasonably be discerned.” (cleaned up)). We therefore
uphold FERC’s decision to grant Cheniere an extension of time
to complete its construction project.

* * *

FERC’s decisions to extend the construction deadlines for
the National Fuel and Cheniere projects were not arbitrary and
capricious. To the contrary, the decisions were reasonable and
 23
adequately supported by the record evidence. FERC enjoys
broad discretion in determining whether a project developer
has demonstrated “good cause” for an extension and whether
circumstances have changed enough to warrant revisiting the
Commission’s findings justifying approval of the project.
Petitioners’ assertions that FERC is required to adopt a more
stringent approach to assessing extension requests are
unsupported by the NGA and the APA. Accordingly, we deny
the petitions for review.

So ordered.