11.  This Court has personal jurisdiction  over NAP because NAP maintains  its  headquarters in Connecticut and because NAP has tens of thousands of customers in Connecticut  and thereby conducts business in this state.   13.  In the late 90s and early 2000s, many states moved to deregulate at least part of the  electricity supply services then performed by large public utilities. Delivery of electricity to a  consumer requires both the creation of electricity and the transmission of that electricity from the  power plant to the consumer. The typical pattern was to require the public utilities to divest their  power generation assets such as coal, gas and nuclear power plants. But, the regulated utilities  continued distributing power from these power plants to consumers through transmission lines.   14.  When deregulation occurred, the business of power supply was opened to  competition and consumers were allowed to select the companies from whom they would purchase  their power. However, states generally set a "standard offer," available to all customers in each  public utility's service area. In some states, such as Connecticut, the standard offer is a single, flat  rate which is fixed for a period of months, while other states such as Rhode Island have both a  fixed rate standard offer and a standard offer rate that varies each month.  controversy exceeds $5,000,000 and there are members of the Class who are citizens of a different  state than Defendant NAP.   15.  As a result of the deregulation of power supply, several different parties are now  involved in the supply of electric power to residential consumers.  Certain companies, such as  Dominion, produce  electric power ("Generation  Companies").  Other companies,  such as  Connecticut Light & Power ("CL&P") in Connecticut,  distribute electricity from Generation  Companies to the end user ("Distribution Companies").  Although some Generation Companies  have sold power directly to consumers, including residential customers, most sell the power they  generate on the wholesale market to companies that market to retail customers ("Electric  Suppliers").   16.  The market for wholesale power in the New England States is under the  administration of an independent,  not-for-profit  corporation formed in accordance with the  recommendations of the Federal Energy Regulatory Commission, called ISO New England (for  "Independent System Operator"). ISO New England coordinates and directs the generation and  flow of electricity throughout the region, ensuring that electric supply exactly meets demand  throughout the network. The wholesale market managed by ISO New England determines where  and when electricity will be made by Generation Companies and the wholesale prices that will be  paid for that electricity through competitive bids. "More than 500 companies participate in these  markets,  buying and selling between $6-$14 billion of electric power and related products  annually."  http://www.iso-ne.com/about/what-we-do/three-roles/administering-markets.  The bid  process determines  the Generation Company that will make each unit of electricity and the  wholesale price each Energy Supplier will pay to each Generator for each unit of energy delivered  to specific locations throughout the region.   18.  Like other Electric Suppliers, NAP purchases power on the wholesale market and  sells it to consumers. The rates that NAP charges are not approved by states' regulatory authorities  such as Connecticut's Public Utility Regulatory Authority ("PURA") or the Public Utilities  Commissions ("PUC's") of Rhode Island, Maine or New Hampshire. Rather, NAP and other  Suppliers are free to set their own rates for supplying electricity to consumers. And NAP, like all  other suppliers, relies upon the Distribution Companies to deliver the electricity it purchases on  the wholesale market to its customers. The Distribution Companies charge separately for their  distribution-related services, using rates that are reviewed and approved by the states' regulatory  agencies.   19.  Electric Suppliers may contract with consumers to supply electricity on either a  "Fixed" or "Variable" rate basis. Under a Fixed contract, the Supplier agrees to supply electricity  at a set rate for a certain number of months.   22.  Throughout its contracts, marketing materials and required disclosures, NAP  automatically rolling into a Variable rate plan.  charge a low promotional  "teaser" rate which is fixed for a set number of months before   23.  For example, NAP directs its sales representatives to explain the relative benefits  entire hook by which NAP attracts consumers to Variable rate plans.  represents that its Variable rate plan is based upon the wholesale market rate. Indeed, that is the   24.  NAP confirms that its rates are market-based in follow-up confirmatory phone  OCC-22, on March 21, 2014, at pp. 46-47) (emphasis added).  ("Frequently Asked Questions" Chart filed by NAP in PURA Docket No. 13-07-18, Document  A variable rate is subject to change with market pricing, which means when market  prices go down, so does the variable rate. . . . A fixed rate means that the price per  unit remains steady for a specific period of time, regardless of market price  fluctuations. The benefit of that is that you are protected in the event market prices  rise. . . . A variable rate is subject to change with market pricing, which means  when market prices go down, so does the variable rate. That enables you to take  advantage of market lows, which isn't necessarily the case when you 're locked  into a fixed-rate.  of Variable and Fixed rate plans as follows:   25.  Most importantly, NAP's Variable rate "Terms of Service" also make this express  link between the Variable rate charged by the company and the underlying wholesale market rates  from ISO New England charged by Generation Companies, stating "[tjhe variable rate may  increase or decrease to reflect the changes in the wholesale power market."  (Contracts filed by  NAP in PURA Docket No. 09-10-21 and in Docket No. 13-07-18, Document No. OCC-37, on  March 21, 2014, at p. 1.)   26.  Accordingly, a reasonable consumer would understand that NAP's Variable rates  fluctuate in a manner correlated with the underlying wholesale market rate, and that, although  prices would go up when wholesale prices rose, they would also go down when wholesale prices  decreased, enabling consumers to take advantage of market lows.   27.  Instead, and contrary to reasonable consumer expectation, NAP used its Variable  rates as a pure profit center, increasing the rates charged to class members when wholesale prices  rose, but staying at a level as much as double, triple or quadruple the wholesale market rates when  the wholesale prices fell.   29.  The extreme divergence between the wholesale price paid by NAP and the retail  42.  Plaintiff is an adequate representative of the Class because he is a member of the  adjudication of this controversy.  economy, efficiency, fairness and equity to other available methods for the fair and efficient  individual persons, and a class action is superior with respect to considerations of consistency,   43.  Plaintiff's claims are typical of the claims of the Class because they arise out of the  action litigation.  Plaintiff and his undersigned counsel, who have extensive experience prosecuting complex class  represent.  The interests of the members of the Class will be fairly and adequately protected by  Class and his interests do not conflict with the interests of the members of the class he seeks to   44.  Maintenance of this action as a class action is a fair and efficient method for the  of any other putative class member.  practices. Plaintiff has suffered the harm alleged and has no interests antagonistic to the interests  same conduct, policies, and practices of NAP with respect to its Variable electric rate policies and   46.  Plaintiff repeats and realleges the preceding and subsequent paragraphs as though  set forth herein.   47.  Plaintiff brings this count individually and as a class action pursuant to Fed. R. Civ.  P. 23 on behalf of himself and the Class.  adjudications, while a single class action can determine, with judicial economy, the rights of all  class members.   48.  NAP is engaged in "trade" and "commerce" as it offers electricity for sale to  49.  NAP's conduct as alleged above constitutes unfair practices:  a. NAP's contracts do not accurately describe the rates the customer will be  paying or the circumstances under which the rates may change.  b. NAP's acts and practices with regard to its exorbitant Variable electric rates as  alleged above are immoral, unethical, oppressive and unscrupulous.  c. NAP's conduct is substantially injurious to consumers. Such conduct has  caused, and continues to cause, substantial injury to consumers because  consumers would not have paid such a high price for electricity but for NAP's  immoral, unethical, oppressive and unscrupulous practices and procedures.  Consumers have thus overpaid for their electricity and such injury is not  consumers.   50.  NAP's conduct as alleged above also constitutes a deceptive act or practice. NAP's  Variable electric rate representations as set forth above were and are likely to mislead consumers  and NAP intended that consumers rely upon those representations.  Plaintiff and other reasonable  consumers reasonably interpreted Defendant's representations to mean that NAP's Variable rates  track the underlying wholesale power rates (when in fact they do not). NAP' s representations were  material to a reasonable consumer and likely to affect consumer decisions and conduct, including  purchases of power from NAP pursuant to Variable rate contracts.   51.  The foregoing unfair and deceptive practices directly, foreseeably and proximately  caused Plaintiff and the Class to suffer an ascertainable loss and substantial injury when they paid  an exorbitant premium for electricity over wholesale market rates.   52.  The foregoing actions constitute unfair and deceptive practices in violation of the  Connecticut Unfair Trade Practices Act, Conn. Gen. Stat. § 42-11  Oa et seq., the Maine Unfair  Trade Practices Act, Me. Rev. Stat. tit. 5, § 205-A et seq., the New Hampshire Consumer  Protection Act, N.H. Rev. Stat. Ann. § 358-A:l et seq., and the Rhode Island Unfair Trade  Practices and Consumer Protection Act, R.I. Gen. Laws§ 6-13.1-1 et seq.   54.  Plaintiff repeats and realleges the preceding and subsequent paragraphs as though  set forth herein.   55.  All contracts contain an implied covenant of good faith and fair dealing, including  Plaintiffs and Class members' contracts with NAP.   56.  NAP's Terms of Service with customers gives NAP discretion concerning the  monthly rates charged under Variable rate contracts and any "increase[s] or decrease[s]" to the  rate "to reflect the changes in the wholesale power market."   58.  NAP's performance of its discretionary functions under the Terms of Service as  alleged herein to maximize its revenue from Variable electric rates impedes the right of Plaintiff  and other Class Members to receive benefits that they reasonably expected to receive under the  contract.   59.  On information and belief, NAP's actions as alleged herein were performed in bad  faith, in that the purpose behind the practices and policies alleged herein was to maximize NAP's  revenue at the expense of its customers and in contravention of their reasonable expectations as  customers of NAP.  60.  NAP has breached the covenant of good faith and fair dealing in the Terms of  Service through its Variable electric rate policies and practices as alleged herein.   62.  Plaintiff repeats and realleges the preceding and subsequent paragraphs as though  set forth herein.   63.  NAP has been, and continues to be, unjustly enriched as a result of its wrongful  conduct alleged herein to the detriment of Plaintiff and the Class.   64.  NAP has been enriched by a benefit in the form of payment of exorbitant Variable  electric rates.   65.  NAP's enrichment was at the expense of Plaintiff and the Class.   66.  It would be unjust to allow NAP to retain the benefit.   67.  Plaintiff and the Class are entitled to disgorgement and restitution of all wrongfully-  obtained gains received by NAP as a result of its wrongful conduct alleged herein.   68.  Plaintiff and members of the Class have no adequate remedy at law.  A.  Energy Deregulation and the Role of Electric Suppliers   BREACH OF COVENANT OF GOOD FAITH AND FAIR DEALING   UNJUST ENRICHMENT   VIOLATION OF STATE UNFAIR TRADE PRACTICES ACTS,  