Southern Pacific Transportation Company, Cross-Appellees v. San Antonio, Texas, Acting by and Through Its City Public Service Board, Cross-Appellant

GOLDBERG, Circuit Judge:

The opinion delivered on October 9, 1984 is withdrawn and is replaced by the following.

This action represents the latest stage in the long and exceedingly complex litigation between two railroads — Burlington Northern, Inc. (“Burlington Northern”) and Southern Pacific Transportation Company (“Southern Pacific”) — and the city of San Antonio, Texas. The railroads contracted with San Antonio to transport coal to be used in the city’s coal-fired power plant. Contract negotiations began in 1974, and the railroads originally quoted a rate of $7.90 per ton. By 1975, the…