16. State Farm issued the Subject Policies in the United States using standardized contracts  notated as FORM-94030 between roughly January 1, 1994 and June 30, 2004. On information and  belief, State Farm continues to accept payments on the ’94 Policy from roughly 540,000  policyholders in the United States.   17. Owners of the Subject Policies were not permitted to negotiate any of the terms; the  terms of the Subject Policies are not subject to individual negotiation and are materially the same  across the Class. They cannot be altered by an agent’s representations at the time of sale, and any  endorsements, amendments, or riders must be signed by an officer to be valid.   18. State Farm has administered and currently administers all aspects of Subject Policies.  In this capacity, State Farm has (and continues to) collected premiums and set, assessed, and  deducted policy charges, including the COI charge, on the Subject Policies.   19. Unlike standard term life insurance policies, the Subject Policies provide policy  holders an investment, savings, or interest-bearing component. The Subject Policies refer to this  component as “Cash Value,” “Account Value,” or something similar.5   56. This action is brought by Plaintiff individually and on behalf of a class pursuant to Rule  23(b)(3) of the Federal Rules of Civil Procedure.   66. Plaintiff realleges and incorporates herein the allegations of paragraphs 1 through 66  above of this Complaint as if fully set forth herein.    67. This claim is brought on behalf of Plaintiff and the Class.   68. The Subject Policies are binding and enforceable contracts.   73. Plaintiff realleges and incorporates herein the allegations of paragraphs 1 through 66  above of this Complaint as if fully set forth herein.   74. This claim is brought on behalf of Plaintiff and the Class.   75. The Subject Policies are binding and enforceable contracts.   76. Each of the contracts include an implied covenant that State Farm will act in good faith  and deal fairly with Plaintiff, and that neither party shall do anything that will have the effect of  destroying or injuring the right of the other party to receive the fruits of the contract.   77. State Farm breached the implied covenant of good faith and fair dealing with Plaintiff  and the Class by not reducing its COI charges in light of the well-established decreased mortality  rates. As a consequence thereof, Plaintiff and the Class suffered financial losses and were therefore  injured.   80. Plaintiff realleges and incorporates herein the allegations of paragraphs 1 through 66  above of this Complaint as if fully set forth herein.     81. This claim is brought on behalf of Plaintiff and the Class.   82. Plaintiff and the Class had a property interest in the funds State Farm deducted from  their Cash Values in excess of the amounts permitted by the terms of the Subject Policies.   83. By deducting COI Charges and Expense Charges in unauthorized amounts from the  Cash Values of Plaintiff and the Class, State Farm misappropriated or misapplied specific funds  placed in the custody of State Farm for the benefit of Plaintiff and the Class for use consistent with  the terms of the Subject Policies, without authorization or consent, and diverted those funds for its  own use.   84. As a direct and proximate result of State Farm’s conduct, Plaintiff and the Class have  been damaged.   A.  The Subject Policies   BREACH OF CONTRACT   BREACH OF THE CONVENANT OF GOOD FAITH & FAIR DEALING   CONVERSION  