number of cities in Minnesota and the Dakotas. First, it generated electric power. Second, it provided wholesale distribution of electric power via its long-haul lines, either by transporting electric power from its generation facilities to individual cities or by "wheeling" power generated by third parties located outside Otter Tail's service area. Third, it provided retail distribution under municipal franchises obtained from cities that did not operate their own municipal distribution grids. Four towns that had previously granted Otter Tail retail distribution franchises terminated those franchises and announced plans to establish their own municipal distribu- tion systems. Otter Tail responded by refusing to sell any power to those systems or to wheel power obtained from other sources. The Supreme Court held that Otter Tail was using its monopoly position in wholesale distribution to foreclose potential entrants in retail distribution. Accordingly, the Court upheld a decree enjoining Otter Tail from refusing to sell wholesale power to these cities, leaving it to the Federal Power Commission to resolve disputes over the particular terms and conditions of interconnection, even though Congress had explicitly refused to give the Federal Power Commission the authority to require companies like Otter Tail to wheel power (410 U.S. 366, 368-72, 374-78 (1973)). Although the district court had based its decision on reasoning similar to the essential facilities doctrine, 14 the Supreme Court did not mention it at all. Otter Tail has been heavily criticized for both the thinness of its reasoning and conceptual incoherence. 15 As Professors Philip Areeda and Herbert Hovenkamp note in their leading antitrust treatise (2008c, p. 362), claims seeking wholesale access SO that the purchased products can be resold at retail "would ordinarily be rejected in the unregulated setting. Antitrust would not ordinarily counte- nance the intending car dealer's claim, for example, that it has a right to purchase the monopoly manufacturer