MR. JUSTICE CLARK delivered the opinion of the Court.This case is a sequel to Standard Oil Co. v. Federal Trade Comm'n, 340 U. S. 231 (1951), wherein the Court held that § 2(b) of the Clayton Act, 38 Stat. 730, as amended by the Robinson-Patman Act, 49 Stat. 1526, 15 U.S.C. § 13(b), afforded a seller a complete defense to a charge of price discrimination if its lower price was "made in good faith to meet a lawful and equally low price of a competitor."  340 U.S.  at 246.  We remanded the case with instructions that the Federal Trade Commission make findings on Standard's contention that its discriminatory prices were so made.  The subsequent findings are not altogether clear.  The Commission, acting on the same record, seemingly does not contest the fact that Standard's deductions were made to meet the equally low prices of its competitors.  However, Standard was held not to have acted in good faith, and the § 2(b) defense precluded, because of the Commission's determination Page 355 U. S. 398 that Standard's reduced prices were made pursuant to a price system, rather than being "the result of departures from a nondiscriminatory price scale."  49 F.T.C. 923, 954.  The Court of Appeals found no basis in the record for such a finding, and vacated the order of the Commission, holding that Standard's "good faith' defense was firmly established."  233 F.2d 649, 655.  In view of our former opinion and the importance of bringing an end to this protracted litigation, we granted certiorari.  352 U.S. 950 (1956).  Having concluded that the case turns on a factual issue, decided by the Court of Appeals upon a fair assessment of the record, we affirm the decision below.The long history of this 17-year-old case may be found both in the original opinion of the Court of Appeals, 173 F.2d 210, and in the original opinion of this Court, supra.  The case arose as a companion to similar complaints filed by the Commission against Gulf Oil Company, the Texas Company, and Shell Oil Company.  In its petition for certiorari, the Commission stresses the existence of an industry-wide "dual price system," asserting that the decision below would "insulate from attack a price pattern deeply entrenched in the industry -- not only in the Detroit area, but also elsewhere in the country."  The pendency of the Gulf, Texas, and Shell complaints is mentioned twice, and the Commission states in a footnote that "[p]roceedings thereon have been deferred until the disposition of this case."  However, on April 3, 1957, the Commission decided that "it will not now be practicable to try the issues raised" in the companion complaints "irrespective of the final outcome of . . . the matter of Standard Oil Company," and dismissed all three of the companion cases.  The claim that the asserted dual pricing system was of industry-wide scope is not vital to the Commission's position here, was not alleged in its complaint, and is not Page 355 U. S. 399 included among its findings; [Footnote 1] therefore, we limit our consideration of the pricing system contention to Standard alone.The Commission urges us to examine its 8-volume record of over 5,500 pages and determine if its finding that Standard reduced prices to four "jobbers" [Footnote 2] pursuant to a pricing system was erroneous, as held by the Court of Appeals. [Footnote 3]  The Commission contends that a § 2(b) defense is precluded if the reductions were so made.  If wrong in this, it maintains that the "good faith" element of a § 2(b) defense is not made out by showing that competitors employ such a pricing system, [Footnote 4] and, in any Page 355 U. S. 400 event, is negatived by Standard's failure to make a bona fide effort to review its pricing system upon passage of the Robinson-Patman Act. [Footnote 5]On the present posture of the case, we believe that further review of the evidence is unwarranted.  As stated in Federal Trade Comm'n v. American Tobacco Co., 274 U. S. 543,  274 U. S. 544 (1927), although"[t]he statement of the petition for certiorari that the judgment and opinion below might seriously hinder future administration of the law was grave and sufficiently probable to justify issuance of the writ,"it now appears that "[p]roper decision of the controversy depends upon a question of fact," and therefore"we adhere to the usual rule of noninterference where conclusions of Circuit Courts of Appeals depend on appreciation of circumstances which admit of different interpretations."Moreover, in Universal Camera Corp. Page 355 U. S. 401 v. Labor Board, 340 U. S. 474,  340 U. S. 491 (1951), we decided that substantiality of evidence on the record as a whole to support agency findings"is a question which Congress has placed in the keeping of the Courts of Appeals.  This Court will intervene only in what ought to be the rare instance when the standard appears to have been misapprehended or grossly misapplied."We do no more on the issue of insubstantiality than decide that the Court of Appeals has made a "fair assessment" of the record. [Footnote 6]  That conclusion is strengthened by the fact that the finding made by the Court of Appeals accords with that of the trial examiner, two dissenting members of the Commission, and another panel of the Court of Appeals when the case was first before that court in 1949, all of them being agreed that the prices were reduced in good faith to meet offers of competitors.Both parties acknowledge that discrimination pursuant to a price system would preclude a finding of "good faith."  Federal Trade Comm'n v. A. E. Staley Mfg. Co., 324 U. S. 746 (1945); Federal Trade Comm'n v. Cement Institute, 333 U. S. 683 (1948); Federal Trade Comm'n v. National Lead Co., 352 U. S. 419 (1957).  The sole question then is one of fact:  were Standard's reduced prices to four "jobber" buyers -- Citrin-Kolb, Stikeman, Wayne, and Ned's -- made pursuant to a pricing system, rather than to meet individual competitive situations? Page 355 U. S. 402We have examined the findings of the Commission, which relies most heavily on the fact that no competitors' offers were shown to have been made to Citrin-Kolb, Stikeman, or Wayne prior to the time Standard initially granted them the reduced tank-car price. [Footnote 7]  All three of these "jobbers," however, were granted the tank-car price before the passage of the Robinson-Patman Act in 1936, and the trial examiner excluded proof of pre-1936 offers on the ground of irrelevancy.  The Commission approved this ruling, and, on remand, failed to reopen the record to take any further proof.  In our former opinion in this case, we said,"There is no doubt that, under the Clayton Act, before its amendment by the Robinson-Patman Act, [such] evidence would have been material, and, if accepted, would have established a complete defense to the charge of unlawful discrimination."340 U.S. at  340 U. S. 239-240.  The proof should have been admitted; its absence can hardly be relied on by the Commission now as a ground for reversal.  In any event, the findings that were made are sufficient for our disposition of the case.It appears to us that the crucial inquiry is not why reduced prices were first granted to Citrin-Kolb, Stikeman, and Wayne, but, rather, why the reduced price was continued subsequent to passage of the Act in 1936.  The findings show that both major and local suppliers made numerous attempts in the 1936-1941 period to lure these "jobbers" away from Standard with cut-rate prices, oftentimes Page 355 U. S. 403 much lower than the one and one-half cent reduction Standard was giving them. [Footnote 8]  It is uncontradicted, as pointed out in one of the Commission dissents, that Standard lost three of its seven "jobbers" by not meeting competitors' pirating offers in 1933-1934.  All of this occurred in the context of a major gasoline price war in the Detroit area, created by an extreme overabundance of supply -- a setting most unlikely to lend itself to general pricing policies.  The Commission itself stated:"It may well be that [Standard] was convinced that, if it ceased granting tank-car prices to Citrin-Kolb, Wayne, and Stikeman and continued to refuse the tank-car price to Ned's Auto Supply Company, it would lose these accounts.  It had substantial reasons for believing this to be the case, for all of these concerns, except Ned's Auto Supply Company, had already been recognized as entitled to the tank-car price under the commonly accepted standards of the industry, and Ned's had achieved a volume of distribution which brought it within the range where it was likely to be so recognized by a major oil company at any time."49 F.T.C. at 952-953.The findings as to Ned's, the only one of the "jobbers" initially to receive the tank-car price post Robinson-Patman, are highly significant.  After a prolonged period of haggling, during which Ned's pressured Standard with information as to numerous more attractive price offers made by other suppliers, Standard responded to an ultimatum from Ned's in 1936 with a half-cent per gallon reduction from the tank-wagon price.  The Page 355 U. S. 404 Commission concedes that this first reduction occurred at a time when Ned's did not meet the criteria normally insisted upon by Standard before giving any reduction.  Two years later, after a still further period of haggling [Footnote 9] and another Ned's ultimatum, Standard gave a second reduction of still another cent.In determining that Standard's prices to these four "jobbers" were reduced as a response to individual competitive situations, rather than pursuant to a pricing system, the Court of Appeals considered the factors just mentioned, all of which weigh heavily against the Commission's position.  The Commission's own findings thus afford ample witness that a "fair assessment" of the record has been made.  Standard's use here of two prices, the lower of which could be obtained under the spur of threats to switch to pirating competitors, is a competitive deterrent far short of the discriminatory pricing of Staley, Cement, and National Lead, supra, and one which we believe within the sanction of § 2(b) of the Robinson-Patman Act.Affirmed
U.S. Supreme CourtFTC v. Standard Oil Co., 355 U.S. 396 (1958)Federal Trade Commission v. Standard Oil Co.No. 24Argued November 14, 18, 1957Decided January 27, 1958355 U.S. 396SyllabusHolding that § 2(b) of the Clayton Act, as amended by the Robinson-Patman Act, 15 U.S.C. § 13(b), affords a seller a complete defense to a charge of price discrimination if its lower price was "made in good faith to meet a lawful and equally low price of a competitor," this Court remanded this case to the Federal Trade Commission for findings as to whether respondent so acted in selling gasoline to four comparatively large "jobber" customers in Detroit at a lower price than it sold like gasoline to many comparatively small service station customers in the same area.  Subsequently, without denying that respondent's lower prices were made to meet the equally low prices of its competitors, the Commission found that respondent's lower prices were made pursuant to a price system, rather than being "the result of departures from a nondiscriminatory price scale," and, therefore, were not made "in good faith," and it again ordered respondent to cease and desist from this practice.  The Court of Appeals set aside the order on the ground that such a finding was not supported by the record.Held:  the case turns on a factual issue, decided by the Court of Appeals upon a fair assessment of the record, and its judgment is affirmed.  Pp.  355 U. S. 397-404.(a) Whether, on the record as a whole, there is substantial evidence to support agency findings is a question which Congress has placed in the keeping of the Court of Appeals, and this Court will intervene only when the standard appears to have been misapprehended or grossly misapplied.  Universal Camera Corp. v. Labor Board, 340 U. S. 474.  Pp.  355 U. S. 400-401.(b) In determining that respondent's prices to these "jobbers" were reduced as a response to individual competitive situations, rather than pursuant to a pricing system, which is solely a question of fact, the Court of Appeals made a "fair assessment" of the record in this case.  Pp.  355 U.S. 401-404.233 F.2d 649 affirmed. Page 355 U. S. 397