Full opinion text
OPINION CONTI, Chief Judge. I. Introduction This insurance class action was removed to this court from the Court of Common Pleas of Allegheny County, Pennsylvania. Individually and on behalf of a putative class of Pennsylvania homeowners, plaintiffs Vincent and Linda Papurello (“plaintiffs”) allege defendant State Farm Fire and Casualty Co. (“defendant” or “State Farm”) violated Pennsylvania law by paying initial amounts under homeowners’ insurance policies determined by a two-step procedure. Under that procedure, State Farm made a payment under the first step equal to the amount of estimated replacement costs of materials, taxes, and labor less depreciation. This opinion addresses: (1) plaintiffs’ motion for remand to state court or abstention (ECF No. 15); and (2) defendant’s motion to dismiss plaintiffs’ amended complaint for failure to state a claim upon which relief can be granted pursuant to Federal Rule of Civil Procedure 12(b)(6) (“Rule 12(b)(6)”). (ECF No. 20.) II. Procedural History On July 6, 2015, plaintiffs filed a three-count class action complaint against defendant in the Court of Common Pleas of Allegheny County, Pennsylvania, alleging: (1) individual and class-wide Pennsylvania common law breach of contract claims; (2) individual and class-wide claims under Pennsylvania’s insurance bad faith statute, 42 Pa. Cons.Stat. § 8871; and (3) individual and class-wide claims under Pennsylvania’s Unfair Trade Practices and Consumer Protection Law (the “CPL”), 73 PA. STAT. §§ 201-1 et seq. (ECF No. 1-2.) On August 3, 2015, defendant removed this putative class action to this court pursuant to 28 U.S.C. §§ 1441 and 1453, asserting traditional diversity jurisdiction under 28 U.S.C. § 1332(a)(1), supplemental jurisdiction under 28 U.S.C. § 1367, and jurisdiction under the Class Action Fairness Act of 2005 (“CAFA”), 28 U.S.C. § 1332(d)(2). (ECF No. 1 at 1.) On August 31, 2015, plaintiffs filed an amended complaint against defendant. (ECF No. 10.) In their amended complaint, plaintiffs modified their class definition to include [a]ll persons who, since January 1, 2011[:] (a) were policyholders under [defendant’s homeowners’] policy which promised replacement cost[;] and (b) incurred covered partial damage to their residence, located in ... Pennsylvania, for which a claim was accepted ... [and] a replacement cost for the loss [was] determined by [defendant], but from which replacement cost [defendant] deducted depreciation amounts and taxes. (Id. at 7-8 ¶ 28.) On September 2, 2015, plaintiffs filed the instant motion for remand to state court or abstention and a supporting brief. (ECF Nos. 15, 16.) On September 23, 2015, defendant filed a response in opposition to plaintiffs’ motion for remand or abstention and a supporting • brief. (ECF Nos. 22, 23.) On September 23, 2015, defendant filed the instant Rule 12(b)(6) motion to dismiss plaintiffs’ amended complaint in its entirety and a supporting brief. (ECF Nos. 20, 21.) On October 9, 2015, plaintiffs filed a response in opposition to defendant’s Rule 12(b)(6) motion to dismiss and a supporting brief. (ECF Nos. 26, 27.) On October 29, 2015, the court held a hearing at which the parties argued plaintiffs’ motion for remand or abstention and defendant’s Rule 12(b)(6) motion to dismiss. Having been fully briefed and argued, plaintiffs’ and defendant’s motions are ripe for disposition. For the reasons set forth at the October 29, 2015 hearing and in this opinion, the court will: (1) deny plaintiffs’ motion for remand or abstention; and (2) deny in part and grant in part defendant’s Rule 12(b)(6) motion to dismiss. Plaintiffs’ individual breach of contract and individual statutory bad faith claims shall proceed. Plaintiffs’ individual CPL claim and class-wide breach of contract, statutory bad faith, and CPL claims will be dismissed with prejudice for failure to state a claim upon which relief can be granted, pursuant to Rule 12(b)(6). Plaintiffs’ motion for remand or abstention presents a threshold question of subject-matter jurisdiction the court must resolve before addressing defendant’s Rule 12(b)(6) motion to dismiss. Lewis v. Ford Motor Co., 610 F.Supp.2d 476, 480 (W.D.Pa.2009) (“Because [the court] cannot address [the defendant’s Rule 12(b)(6) motion to dismiss] if it does not have [subject-matter] jurisdiction, ... [the court] begin[s] [its] analysis with [the plaintiffs] [m]otion to [r]emand.”). III. Discussion — Plaintiffs’ Motion for Remand or Abstention In their motion for remand or abstention, plaintiffs argue: (1) defendant failed to prove federal subject-matter jurisdiction by a preponderance of the evidence; and (2) the court should decline to hear this action pursuant to the abstention principles set forth in Burford v. Sun Oil Co., 319 U.S. 315, 63 S.Ct. 1098, 87 L.Ed. 1424 (1943). (ECF No. 16.) Below, the court addresses: (A) the legal standards for and merits of plaintiffs’ arguments for remand to state court for lack of federal subject-matter jurisdiction; and (B) the legal standard for and merits of plaintiffs’ arguments for Burford abstention. A. Remand to state court for lack of federal subject-matter jurisdiction Unless expressly precluded by federal statute, a defendant may remove a civil action filed in state court to the federal district court for the district and division embracing the place in which the action pends, provided the federal district court has “original” — ie., federal subject-matter-jurisdiction with respect to the plaintiffs claims. 28 U.S.C. § 1441(a). If the court lacks federal subject-matter — jurisdiction over the plaintiffs claims, the case must be remanded to state court. 28 U.S.C. § 1447(c) (“If at any time before final judgment it appears that the district court lacks [subject-matter] jurisdiction, the case shall be remanded [to state court].”). As stated previously,.defendant removed this putative class action from state court to this court asserting: (1) diversity jurisdiction under 28 U.S.C. § 1332(a)(1) and supplemental jurisdiction under 28 U.S.C. § 1367; and (2) CAFA jurisdiction under 28 U.S.C. § 1332(d)(2). (ECF No. 1 at 1.) For the reasons set forth below, the court concludes defendant established traditional § 1332(a)(1) diversity jurisdiction, § 1367 supplemental jurisdiction, and CAFA jurisdiction over plaintiffs’ individual and class-wide claims. 1. Traditional diversity and supplemental jurisdiction Pursuant to 28 U.S.C. § 1332(a)(1), “[fjederal district courts are vested with original jurisdiction over civil actions” in which: (1) the parties are “ ‘citizens of different States’ and (2) the “matter in controversy exceeds the sum or value of $75,000,” exclusive of interest and costs. McCann v. Newman Irrevocable Trust, 458 F.3d 281, 286 (3d Cir.2006) (quoting 28 U.S.C. § 1332(a)(1)). The party asserting § 1332(a)(1) diversity jurisdiction bears the burden of proof by a preponderance of the evidence. Id. (citing McNutt v. Gen. Motors Acceptance Corp., 298 U.S. 178, 189, 56 S.Ct. 780, 80 L.Ed. 1135 (1936)). If § 1332(a)(1) diversity jurisdiction applies to at least one of plaintiffs’ state law claims, the court has discretion to exercise “supplemental jurisdiction” with respect to claims not within the court’s original jurisdiction, provided the claims are “so related” they “form part of the same case or controversy under Article III of the United States Constitution.” 28 U.S.C. §§ 1367(a), _ (c); United Mine Workers of Am. v. Gibbs, 383 U.S. 715, 725, 86 S.Ct. 1130, 16 L.Ed.2d 218 (1966) (holding supplemental jurisdiction is appropriate where state law claims share a “common nucleus of operative fact” with claims falling within the court’s original jurisdiction). Section 1367 authorizes supplemental jurisdiction over putative class members’ claims if “at least one named plaintiff’ satisfies § 1332(a)(l)’s $75,000 amount in controversy requirement and complete diversity is present. See Exxon Mobil Corp. v. Allapattah Servs., Inc., 545 U.S. 546, 549, 125 S.Ct. 2611, 162 L.Ed.2d 502 (2005). Each requirement for § 1332(a)(1) diversity jurisdiction and § 1367 supplemental jurisdiction is addressed in turn below. a. Complete diversity under § 1332(a)(1) Traditional diversity jurisdiction under § 1332(a)(1) requires complete diversity of citizenship — i.e., all plaintiffs must be of diverse citizenship from all defendants. Strawbridge v. Curtiss, 7 U.S. 267, 267, 3 Cranch 267, 2 L.Ed. 435 (1806). Citizenship of natural persons is “synonymous with domicile, and ‘the domicile of an individual is his true, fixed and permanent home and place of habitation.’ ” McCann, 458 F.3d at 286 (quoting Vlandis v. Kline, 412 U.S. 441, 454, 93 S.Ct. 2230, 37 L.Ed.2d 63 (1973)). “[A] corporation,” on the other hand, “shall be deemed ... a citizen of every [sjtate ... by which it has been incorporated and of the [sjtate ... where it has it.s principal place of business.” 28 U.S.C. § 1332(c)(1) (emphasis added). “ ‘[Pjrincipal place of business’ ” — as used in § 1332(c)(1) — refers to a corporation’s “ ‘nerve center’ ” — i.e., “normally ... the place where the corporation maintains its headquarters.... ” Hertz Corp. v. Friend, 559 U.S. 77, 92-93, 130 S.Ct. 1181, 175 L.Ed.2d 1029 (2010). In their state court complaint, the named plaintiffs allege they are “adult citizens of ... Pennsylvania” residing in Pittsburgh. (ECF No. 1-2 at 4 ¶ 1.) During the October 29, 2015 hearing, the named plaintiffs conceded they are domiciled in Pennsylvania. Plaintiffs defined their putative class as including only Pennsylvania homeowners and conceded at the October 29, 2015 hearing that putative class members are Pennsylvania citizens. Defendant, therefore, proved by a preponderance of the evidence that plaintiffs and putative class members are Pennsylvania citizens for purposes of § 1332(a)(1). Defendant included with its notice of removal the declaration of Lyle Rudin (“Rudin”) — defendant’s “[assistant [s]ec-retary-[t]reasurer — in which Rudin swore defendant is an “Illinois corporation organized and existing under the laws of Illinois,” with its “principal place of business” and “corporate headquarters” in Illinois.” (ECF No. 1-4 at 1-2 ¶¶2-3.) Plaintiffs did not adduce evidence challenging defendant’s Illinois citizenship in their submissions to the court or at the October 29, 2015 hearing. In their state court complaint, plaintiffs allege expressly that defendant is a “foreign insurance company” with its “home office in Bloomington, Illinois.” (ECF No. 1-2 at 5 ¶ 2.) Defendant, therefore, proved by a preponderance of the evidence that it is an Illinois citizen for purposes of § 1332(a)(1). Because defendant proved by a preponderance of the evidence that all named plaintiffs and putative class members are of diverse citizenship from defendant, complete diversity is satisfied. See Zambelli Fireworks Mfg. Co. v. Wood, 592 F.3d 412, 419 (3d Cir.2010) (“Complete diversity requires that ... no plaintiff be a citizen of the same state as any defendant.”), b. Amount in controversy under § 1332(a)(1) To satisfy § 1332(a)(1) with respect to the named plaintiffs’ claims, defendant must prove by a preponderance of the evidence that the named plaintiffs allege an amount in controversy in excess of $75,000, exclusive of interest and costs. In this action, the named plaintiffs allege $28,682.41 in individual compensatory damages in the form of unpaid insurance benefits — i.e., the difference between $32,500.00 of damage to their home (less the $1000.00 insurance policy deductible) and the $2,817.59 payment plaintiffs received from defendant. See (ECF No. 1-2 at 6-7 ¶¶ 13-15). In addition, the named plaintiffs seek individual punitive damages under Pennsylvania’s bad faith insurance statute, 42 Pa. Cons.Stat. § 8371. (ECF No. 1-2 at 17 ¶ 53.) Pennsylvania courts have approved § 8371 punitive damages awards of four to five times the amount of compensatory damages. Grossi v. Travelers Pers. Ins. Co., 79 A.3d 1141, 1160-61 (Pa.Super.Ct.2013); Davis v. Fidelity Natl Ins. Co., 32 Pa. D. & C. 5th 179, 2013 WL 10230561, at *12 (Pa.Ct.Com.Pl. Aug. 15, 2013). Four to five times $28,682.41 Ci.e., plaintiffs’ alleged compensatory damages) exceeds § 1332(a)(l)’s $75,000 amount in controversy requirement. Defendant, therefore, proved by a preponderance of the evidence that the amount in controversy alleged in the named plaintiffs’ individual claims exceeds $75,000, exclusive of interest and costs, as required under § 1332(a)(1). c. Supplemental jurisdiction under § 1367 As stated, 28 U.S.C. § 1367 authorizes supplemental jurisdiction over putative class members’ claims arising out of the same Article III “case or controversy” if “at least one named plaintiff’ satisfies § 1332(a)(l)’s $75,000 amount in controversy. requirement and complete diversity is present. See Exxon Mobil Corp., 545 U.S. at 549, 554, 125 S.Ct. 2611 (“Incomplete diversity destroys original jurisdiction, ... so there is nothing to which supplemental jurisdiction can adhere.”). As set forth supra, the court concluded defendant proved by a preponderance of the evidence that: (1) the named plaintiffs allege an amount in controversy exceeding $75,000, exclusive of interest and costs; and (2) all named plaintiffs and putative class members are diverse from defendant, thus satisfying § 1332(a)(l)’s complete diversity requirement. The court, therefore, “has original jurisdiction over [this] civil action” under § 1332(a)(1) and “can turn to the question whether it has a constitutional and statutory basis for exercising supplemental jurisdiction over the other claims in the action.” Exxon Mobil Corp., 545 U.S. at 559, 125 S.Ct. 2611. The court concludes § 1367 supplemental jurisdiction is appropriate in this action. The named plaintiffs and putative class members entered into the identical State Farm homeowners’ insurance policy in issue, suffered partial damage to their Pennsylvania residences, and received initial payment estimations from defendant equaling replacement cost less depreciation. Putative class members’ claims, therefore, arise out of the same “case or controversy” as, and share a “common nucleus of operative fact with, the named plaintiffs’ claims.” 28 U.S.C. § 1367(a); Gibbs, 383 U.S. at 725, 86 S.Ct. 1130. Consequently, the court will exercise its discretion under § 1367 to hear putative class members’ claims, in addition to the named plaintiffs’ claims. Because the court concludes it has diversity and supplemental jurisdiction over plaintiffs’ individual and class-wide claims, plaintiffs’ motion for remand or abstention will be denied, insofar as plaintiffs assert insufficient federal subject-matter jurisdiction. 2. CAFA jurisdiction under § 1332(d)(2) Even in the absence of diversity and supplemental jurisdiction, the court has federal subject-matter jurisdiction over plaintiffs’ claims pursuant to CAFA, 28 U.S.C. § 1332(d). CAFA provides, in relevant part, that [t]he district courts shall have original jurisdiction of any civil action in which the matter in controversy exceeds the sum or value of $5,000,000, exclusive of interest and costs, and is a class action in which ... any member of a class of plaintiffs is a citizen of a State different from any defendant---- 28 U.S.C. § 1332(d)(2)(A). As the “party asserting federal [subject-matter] jurisdiction in [this] removal case,” defendant bears the burden of proving the case is “properly before the federal court.” Frederico v. Home Depot, 507 F.3d 188, 193 (3d Cir.2007) (citing Samuel-Bassett v. KIA Motors Am., Inc., 357 F.3d 392, 396 (3d Cir.2004)); Morgan v. Gay, 471 F.3d 469, 473 (3d Cir.2006). “This includes the burden of establishing that all three criteria of CAFA are met, i.e., [minimal] diversity of citizenship, [an] amount in controversy [exceeding] $5,000,000, and a class size of at least [one hundred] members.” Lewis, 610 F.Supp.2d at 480 (citing Frederico, 507 F.3d at 193). Defendant adduced evidence sufficient to prove: (a) minimal diversity of citizenship; (b) an amount in controversy exceeding $5,000,000; and (c) a class size of at least one hundred members, as required under CAFA. Each CAFA requirement is addressed in turn below. a. CAFA’s minimal diversity of citizenship requirement “Pursuant to CAFA, federal courts have jurisdiction over class actions in which ... any class member and any defendant are citizens of different states.... ” Kaufman v. Allstate N.J. Ins. Co., 561 F.3d 144, 149 (3d Cir.2009) (citing 28 U.S.C. § 1332(d)(2)(A)); Standard Fire Ins. Co. v. Knowles, — U.S. -, 133 S.Ct. 1345, 1348, 185 L.Ed.2d 439 (2013) (stating CAFA requires that “the parties are minimally diverse”). “Citizenship of the members of the proposed plaintiff classes shall be determined ... as of the date of filing of the complaint” in state court. 28 U.S.C. § 1332(d)(7); cf. Westmoreland Hosp. Ass’n, 605.F.2d at 123. As stated previously, defendant proved complete diversity among the parties, as the named plaintiffs and putative class members are Pennsylvania citizens and defendant is an Illinois citizen. Defendant, therefore, also proved minimal diversity of the parties by a preponderance of the evidence, as required under CAFA. Kaufman, 561 F.3d at 149 (noting CAFA requires minimal diversity — ie., a showing that “any class member and any defendant are citizens of different states .... ” (citing 28 U.S.C. § 1332(d)(2)(A))). b. CAFA’s amount in controversy requirement “Pursuant to CAFA, federal courts have jurisdiction over class actions in which the amount in controversy exceeds [the sum or value of] $5,000,000,” exclusive of interest and costs. Kaufman, 561 F.3d at 149 (citing 28 U.S.C. §§ 1332(d)(2)). “To ‘determine whether [CAFA’s] matter in controversy’ exceeds [the] sum [or value of $5,000,000, exclusive of interest and costs], ‘the claims of the individual class members shall be aggregated.’ ” Knowles, 133 S.Ct. at 1348 (quoting 28 U.S.C. § 1332(d)(6)). “[T]hose ‘class members’ include ‘persons (named or unnamed) who fall within the definition of the proposed or certified class.’ ” Id. (quoting 28 U.S.C. § 1332(d)(1)(D)) (emphasis in original). With its notice of removal and response in opposition to plaintiffs’ motion for remand or abstention, defendant submitted evidence — uncontroverted by plaintiffs— sufficient to show plaintiffs’ state court complaint alleges an aggregate sum or value exceeding $5,000,000, exclusive of interest and costs, as required under CAFA. In their state court complaint, plaintiffs alleged, inter alia, breach of contract claims seeking class-wide damages in the form of unpaid depreciation deductions under their homeowners’ insurance policies. See (ECF No. 1-2 at 16 (stating plaintiffs’ breach of contract claim seeks class-wide relief in the form of “non-payment [sic ] of contract benefits”).) Plaintiffs alleged a putative class consisting of “[a]ll persons” who, “since January 1, 2011”: (1) agreed to defendant’s Pennsylvania “replacement cost” homeowners’ insurance policy; (2) incurred covered partial damage to their Pennsylvania residences; and (3) received replacement cost payment estimations less depreciation. See (ECF No. 1-2 at 9 ¶ 27.) Defendant submitted the declarations of Jaun L. Guevara, Jr. ■ (“Guevara”) — defendant’s “[c]laim [consultant — in which Guevara swore he applied plaintiffs’ class definition to defendant’s claims data through its “software vendor, Xaetware, Inc.,” to conclude that for the year 2014 alone, which is the year of [plaintiffs’] alleged loss, there were more than 16,000 estimates uploaded to [defendant’s electronic structural damage estimating software] for homeowners’ structural damage claims in Pennsylvania that showed a deduction for depreciation.... [This data reflected a] total amount of depreciation deductions ... [of] over $30,000,000.... [E]ven if one were to exclude [the seventy-four claims for total loss, as opposed to claims for partial loss like the claim alleged in plaintiffs’ state court complaint], there still would be around .16,-000 remaining [c]laims for 2014 alone[,] ... [a]nd the total amount of depreciation deductions reflected ... for those remaining claims — in 2014 alone — was approximately $27,000,000.... (ECF No. 23-1 at 2-4 (emphasis added); ECF No. 1-5.) Beyond criticizing the calculations- -in Guevara’s declarations as “guesstimate[s],” plaintiffs fail to adduce proof rebutting defendant’s evidence that in just one year of the class period — which spans from “January 1, 2011” to the present — defendant deducted approximately “$27,000,000” in depreciation form partial home loss payments involving putative class members. (ECF No. 16 at 4; ECF No. 23-1 at 3^.) Defendant, therefore, proved by a preponderance of the evidence that plaintiffs’ claims seek more than $5,000,000 in damages in the form of depreciation deductions, which satisfies CAFA’s amount in controversy requirement. c. CAFA’s class-size requirement CAFA does not apply if the “number of members of all proposed plaintiff classes in the aggregate is less than [one hundred].” 28 U.S.C. § 1332(d)(5)(B); Kaufman, 561 F.3d at 149 (noting CAFA requires “at least [one hundred] members in the putative class”). As stated previously, Guevara’s declarations provide that defendant “uploaded around 16,000 ... [c]laims for 2014 alone” in which Pennsylvania homeowners’ policyholders (i.e., putative class members) claimed partial damage to their residence and received replacement cost estimates less depreciation. (ECF No. 23-1 at 2-A.) Beyond bare criticism, plaintiffs fail to rebut defendant’s computations. In their state court complaint, plaintiffs allege specifically that “[u]pon information and belief, there are approximately 700,000 State Farm policyholders with [homeowners’] insurance in Pennsylvania[,] a significant number of whom would be expected to have had [insurance] claims [with defendant] within the proposed class period....” (ECF No. 1-2 at 9 ¶28.) Based upon the foregoing analysis, the court concludes defendant proved by a preponderance of the evidence that plaintiffs’ putative class consists of at least one hundred members, as required under CAFA. Because defendant adduced evidence sufficient to prove: (a) minimal diversity of citizenship; (b) an amount in controversy exceeding $5,000,000; and (c) a class size of at least one hundred members, the court concludes defendant proved CAFA jurisdiction with respect to plaintiffs’ claims. As stated supra, the court will deny plaintiffs’ motion for remand or abstention, insofar as plaintiffs assert insufficient federal subject-matter jurisdiction. B. Burford abstention In their motion for remand or abstention, plaintiffs argue the court should decline to hear this putative class action under Burford, because “Pennsylvania should be allowed to continue the development of acceptable insurance claim procedure[s] consistent with its law and not have unacceptable practices continue within [Pennsylvania] by development of inconsistent precedent outside [Pennsylvania’s] own system.” (ECF No. 16 at 5.) Burford, abstention is inappropriate in this action, with respect to which the court has federal subject-matter jurisdiction. Quackenbush v. Allstate Ins. Co., 517 U.S. 706, 716, 116 S.Ct. 1712, 135 L.Ed.2d 1 (1996) (“Federal courts have a strict[ — but not absolute — ]duty to exercise the jurisdiction ... conferred upon them by Congress” (citing cases)). “[I]n extraordinary circumstances,” Burford permits a federal court to dismiss a case only if it presents “difficult questions of state law bearing on policy problems of substantial public import whose importance transcends the result in the case then at bar,” or if its adjudication in a federal forum “would be disruptive of state efforts to establish a coherent policy with respect to a matter of substantial public concern.” Id. at 726-27, 116 S.Ct. 1712 (quoting New Orleans Pub. Serv., Inc. v. Council of City of New Orleans, 491 U.S. 350, 361, 109 S.Ct. 2506, 105 L.Ed.2d 298 (1989)) (emphasis added). Importantly, “Burford is concerned with protecting complex state administrative processes from undue federal influence.... ” New Orleans Pub. Serv., Inc., 491 U.S. at 362, 109 S.Ct. 2506 (emphasis added). This putative class action is a “[s]imple” Pennsylvania “contract ... action[ ]” filed by private parties “that happen[s] to involve an ... insurance company.” See Grode v. Mut. Fire, Marine & Inland Ins. Co., 8 F.3d 953 (3d Cir.1993). Plaintiffs’ claims do not implicate or affect “matters of important [Pennsylvania] regulatory concern[,] ... complex [Pennsylvania] interests,” or “complex and highly regulated issues of [Pennsylvania] insurance regulation.” Id. The court’s resolution of the parties’ insurance policy dispute will not “[disrupt] ... [Pennsylvania’s] efforts to establish a coherent policy” with respect to homeowners’ insurance payments. Quackenbush, 517 U.S. at 726-27, 116 S.Ct. 1712 (quoting New Orleans Pub. Serv., Inc., 491 U.S. at 361, 109 S.Ct. 2506). The court’s judgment will bind only the parties; it will not bind Pennsylvania courts or federal courts applying Pennsylvania law. Cf. Camreta v. Greene, 563 U.S. 692, 131 S.Ct. 2020, 2033 n. 7, 179 L.Ed.2d 1118 (2011) (“ ‘A decision of a federal district court ... is not binding precedent in either a different judicial district, the same judicial district, or even upon the same [district] judge in a different case.’ ” (quoting 18 James Wm. Moore Et Al., Moore’s Federal Practice § 134.02(l)(d) (3d ed.2011))). The court, therefore, declines to invoke Burford abstention with respect to this case. For the foregoing reasons, plaintiffs’ motion for remand or abstention will be denied. In light of the court’s jurisdiction over plaintiffs’ claims pursuant to 28 U.S.C. §§ 1332(a)(1), 1367, and 1332(d), the court addresses the merits of defendant’s Rule 12(b)(6) motion to dismiss plaintiffs’ amended complaint. IV. Discussion — Defendant’s Rule 12(b)(6) Motion to Dismiss In its Rule 12(b)(6) motion to dismiss, defendant argues plaintiffs’ amended complaint fails to allege facts supporting plausible individual and class-wide Pennsylvania breach of contract, statutory bad faith, and CPL claims against it. The court addresses in turn: (A) plaintiffs’ factual allegations; (B) Rule 12(b)(6)’s legal standard; and (C) whether plaintiffs state plausible individual and class-wide claims against defendant under Pennsylvania law. A. Plaintiffs’factual allegations The court draws the facts from plaintiffs’ amended complaint (ECF No. 10), relevant portions of the insurance policy in issue (ECF No. 10-1), and defendant’s May 13, 2015 replacement cost estimate. (ECF No. 21-1.) In deciding defendant’s Rule 12(b)(6) motion to dismiss, the court accepts as true the well-pleaded factual allegations in plaintiffs’ amended complaint. U.S. Express Lines Ltd. v. Higgins, 281 F.3d 383, 388 (3d Cir.2002). Plaintiffs are “adult citizens of ... Pennsylvania” residing in Pittsburgh. (ECF No. 10 at 3 ¶ 1.) Defendant is an “insurance company” with its “home office in Bloomington, Illinois.” (Id. at 3 ¶ 2.) Defendant is “authorized to and does issue [homeowners’] insurance policies within Pennsylvania.” (Id.) Plaintiffs “purchased a [h]omeowners [p]olicy of insurance” from defendant— “policy form FP-7955 and policy number 38-BE-0574-9” — that was “renewed yearly and is currently in effect” (the “Policy”). (Id. at 4 ¶ 5; ECF No. 10-1 at 1.) Plaintiffs’ “private residence ... is identified as the subject of [the Policy].” (ECF No. 10 at 4 ¶ 6.) Pursuant to the Policy, defendant insured plaintiffs’ residence against “accidental direct physical loss” up to $515,500.00. (ECF No. 10-1 at 1, 10.) In the event of partial damage to plaintiffs’ residence, the Policy’s two-step “Replacement Rost [l]oss Rettlement” procedure applied. See (ECF No. 10 at 12-13 ¶¶ 40-41.) The two-step replacement cost procedure provides, in relevant part: a. [Defendant] will pay the cost to repair or replace with similar construction and for the same use on the premises ... the damaged part of the property covered under [the Policy], ... subject to the following: (1) until actual repair or replacement is completed, [defendant] will pay only .the actual cash value at the time of the loss of the damaged part of the property, up to the applicable limit of liability shown in the [Policy], not to exceed the cost to repair or replace the damaged part of the property; (2) when the repair or replacement is actually completed, [defendant] will pay the covered additional amount [plaintiffs] actually and necessarily spend to repair or replace the damaged part of the property, or an amount up to the applicable limit of liability shown in the [Policy], whichever is less. (ECF No. 10-1 at 14.) “To receive any additional payments on a replacement cost basis,” plaintiffs were required to “complete the actual repair or replacement of the damaged part of the property within two years after the date of loss.” (Id.) Plaintiffs “selected” the Policy because it “promised replacement cost” for “damage to their residence.” (ECF No. 10 at 4 ¶ 7, 14 ¶ 45.) The Policy had “no express provision[s]”: (1) prescribing “the manner [for] calculating actual cash value”; (2) authorizing defendant to “deduet[ ] ... taxes [and] depreciation” from payments; or (3) allowing defendant “to compute actual cash value by taking depreciation on labor expenses or taxes.” (Id. at 14 ¶¶ 46-49.) Consequently, plaintiffs expected “replacement cost coverage would not be altered, changed or reduced” by defendant in the event of damage to their residence. (Id. at 13 ¶ 43.) The Policy was “in full force and effect when a storm caused damage to the roof of [plaintiffs’ residence.” (Id. at 4 ¶ 8.) Plaintiffs “were unaware of the damage until recently ... but immediately reported the claim to [defendant].” (Id.) Defendant “inspected the damage to the residence on or about May 6, 2015 and recorded in its written computation of the replacement cost of the damage ... that the damage occurred on July 8, 2014.” (Id. at 4 ¶ 9; ECF No. 21-1 at 4.) On May 13, 2015, defendant “accepted” plaintiffs’ “claim for storm damage as covered accidental direct physical damage” to their residence. (ECF No. 10 at 4 ¶ 10.) Defendant “determined the replacement cost to be $4,145.27,” but “refuse[d] to pay that amount” to plaintiffs. (Id.) “Instead,” defendant “deducted taxes expected on the replacement cost of the damaged property and calculated the actual cash value ... by taking depreciation on the replacement cost of [plaintiffs’] damaged residence.” (Id. at 4-5 ¶ 11); see (ECF No. 21-2 at 4 (subtracting from replacement cost value $327.68 in “[depreciation ([including [t]axes)” to arrive at actual cash value).) Defendant’s “method for actual cash value calculation included depreciating non-de-preciable components of the repair or replacement cost” (ie., taxes and labor) and “withholding both the inflated depreciation and part of the taxes.” (ECF No. 10 at 4-5 ¶ 11.) Using this method, defendant “deducted and withheld part of the taxes and the depreciation amount” — which “totaled $327.68”- — from “the replacement cost of the damaged property ... of $4,145.27 and also deducted [the] $1,000 [P]olicy deductible.” (Id. at 5 ¶ 12); see (ECF.No. 21-2 at 4.) Defendant “tendered the remainder,- $2,817.59, to [plaintiffs, which [defendant] represented was the actual cash value of the damaged property.” (ECF No. 10 at 5 ¶ 13); see (ECF No. 21-2 at 4 (“[n]et [a]ctual [c]ash [v]alue [p]ayment[:] $2,817.59”).) This remainder, however, “was not the actual cash value” of the damage to plaintiffs’ residence, “as [defendant] computed [the payment] pursuant to a scheme to intentionally decrease actual cash value.” (ECF No. 10 at 5 ¶ 13.) After defendant inspected plaintiffs’ residence on May 6, 2015, “an independent contractor inspected the damage to [plaintiffs’] residence at [plaintiffs’] request” and “determined the replacement cost to be $32,500.” (Id. at 5 ¶ 14.) Plaintiffs “requested” that defendant “aceept[ ]” the independent contractor’s $32,500.00 estimate and pay the “withheld depreeiation[,] including taxes,” but defendant refused. (Id. at 5 ¶ 15.) “[T]hough [plaintiffs wished to proceed with replacement construction, [defendant] ... provided only $2,817.59 with which to undertake $32,500 of replacement construction.” (Id. at 5 ¶ 16.) Consequently, plaintiffs filed this action. B. Rule 12(b)(6) standard A Rule 12(b)(6) motion to dismiss tests the legal sufficiency of the allegations in the complaint. Kost v. Kozakiewicz, 1 F.3d 176, 183 (3d Cir.1993). In deciding a Rule 12(b)(6) motion to dismiss, the court does not opine whether plaintiffs are likely to prevail on the merits; rather, the court accepts as true all well-pleaded factual allegations and views them in a light most favorable to plaintiffs. U.S. Express Lines Ltd., 281 F.3d at 388. While plaintiffs need not set forth detailed factual allegations in their amended complaint to survive defendant’s Rule 12(b)(6) motion to dismiss, they must provide more than mere labels and conclusions. Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 555, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007). A “formulaic recitation of the elements of a cause of action will not do.” Id. (citing Papasan v. Allain, 478 U.S. 265, 286, 106 S.Ct. 2932, 92 L.Ed.2d 209 (1986)). “Factual allegations must be enough to raise a right to relief above the speculative level” and “sufficient to state a claim for relief that is plausible on its face.” Id. “A claim has facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged.” Ashcroft v. Iqbal, 556 U.S. 662, 678, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009) (citing Twombly, 550 U.S. at 556, 127 S.Ct. 1955). The plausibility standard is not akin to a “probability requirement,” but it asks for more than a sheer possibility that a defendant has acted unlawfully.... Where a complaint pleads facts that are “merely consistent with” a defendant’s liability, it “stops short of the line between possibility and plausibility of ‘entitlement to relief.’ ” Id. (quoting Twombly, 550 U.S. at 556, 127 S.Ct. 1955). Two working principles underlie Twom-bly. Id. First, with respect to mere con-clusory statements, a court need not accept as true all the allegations contained in a complaint. “Threadbare recitals of the elements of a cause of action, supported by mere conclusory statements, do not suffice.” Id. (citing Twombly, 550 U.S. at 555, 127 S.Ct. 1955). Second, to survive a Rule 12(b)(6) motion to dismiss, a claim must state a plausible claim for relief. Id. at 679, 129 S.Ct. 1937. “Determining whether a complaint states a plausible claim for relief will ... be a context-specific task that requires the reviewing court to draw on its judicial experience and common sense.” Id. “But where the well-pleaded facts do not permit the court to infer more than the mere possibility of misconduct, the complaint has alleged— but it has not ‘show[n] — that the pleader is entitled to relief.’ ” Id. (quoting Fed. R.Civ.P. 8(a)(2)). A court considering a Rule 12(b)(6) motion to dismiss may begin by identifying pleadings that are not entitled to the assumption of truth because they are mere conclusions. While legal conclusions can provide the framework of the complaint, they must be supported by factual allegations. When there are well-pleaded factual allegations, a court should assume their veracity and then determine whether they plausibly give rise to an entitlement to relief. Id. Finally, the court may grant plaintiffs leave to amend their complaint under Federal Rule of Civil Procedure 15 (“Rule 15”), which provides that the court “should freely give leave [to amend] when justice so requires.” Fed.R.Civ.P. 15. Rule 15, however, does not permit amendment when it would be futile. Futility “ ‘means that the complaint, as amended, would fail to state a claim upon which relief could be granted.’ ” Kenny v. United States, 489 Fed.Appx. 628, 633 (3d Cir.2012) (citing Burtch v. Milberg Factors, Inc., 662 F.3d 212, 231 (3d Cir.2011)). “The standard for deciding whether claims are futile for the purpose of granting leave to amend a complaint is the same as a motion to dismiss.” Markert v. PNC Fin. Servs. Grp., Inc., 828 F.Supp.2d 765, 771 (E.D.Pa.2011). “[I]f the court determines that [the] plaintiff has had multiple opportunities to state a claim but has failed to do so, leave to amend may be denied.” See 6 Charles A. Wright Et Al., Federal Practice And Procedure § 1487 (2d ed.2010). C. Whether plaintiffs state plausible claims against defendant As stated previously, plaintiffs allege: (1) individual and class-wide Pennsylvania common law breach of contract claims; (2) individual and class-wide claims under. Pennsylvania’s insurance bad faith statute, 42-PA. Cons.Stat. § 8371; and (3) individual and class-wide claims under Pennsylvania’s CPL, 73 Pa. Stat. §§ 201-1 et seq. (ECF No. 1-2.) The court addresses the plausibility of each of plaintiffs’ individual and class-wide claims in turn. 1. Plaintiffs’ individual and class-wide breach of contract claims In their amended complaint, plaintiffs allege: (a) an individual breach of contract claim; and (b) a class-wide breach of contract claim premised upon two alternative theories. a. Plaintiffs’ individual breach of contract claim Individually, plaintiffs allege defendant refused to pay for covered damage to their residence in the amount of $32,500.00, in violation of the Policy. Because the parties dispute whether the estimated replacement cost of the damage to plaintiffs’ roof is $32,500.00 or $4,145.27, the court concluded at the October 29, 2015 hearing that regardless whether depreciation was properly deducted from the first step payment under the Policy, plaintiffs state a plausible individual breach of contract claim against defendant under Pennsylvania law. b. Plaintiffs’ class-wide breach of contract claim Plaintiffs’ class-wide breach of contract allegations concern whether depreciation may be deducted from estimated replacement costs in the first step of the payment process under the Policy and, if so, whether taxes and labor may be included in the estimated costs of repair or replacement from which depreciation is taken to reduce the amount paid under the Policy’s first step. Specifically, on behalf of a putative class of Pennsylvania homeowners, plaintiffs allege: (i) defendant breached a contractual duty imposed by the express Policy term “actual cash value”; or (ii) in the alternative, defendant breached the implied contractual duty of good faith and fair dealing in the Policy. The court addresses each alternative class-wide breach of contract theory in turn. i. Breach of the express term “actual cash value ” “[T]o support a claim for breach of contract” under Pennsylvania law, plaintiffs “must plead: (1) the existence of a contract, including its essential terms; (2) a breach of a duty imposed by the contract; and (3) resultant damage.” Kane v. State Farm Fire & Cas. Co., 841 A.2d 1038, 1042 (Pa.Super.Ct.2003). With respect to whether depreciation may be used to reduce the amount paid under the Policy’s first step and whether taxes and labor costs may be included in the costs of repair or replacement from which depreciation is subtracted, the parties dispute only whether plaintiffs allege a plausible “breach of a duty imposed” upon defendant “by the [Policy]” and Pennsylvania law. See id. In their amended complaint, plaintiffs allege that under Pennsylvania law, the express term “actual cash value” in a homeowners’ insurance policy “requires payment of the replacement cost of the damage to the [plaintiffs’] residence without deduction^] for depreciation.” (EOF No. 10 at 2 (emphasis added).) On behalf of a putative class, plaintiffs allege defendant breached the express Policy term “actual cash value” by estimating class members’ replacement costs reflective of materials, taxes, and labor and subtracting depreciation from that amount. The court addresses, in turn: (x) deducting an amount equal to depreciation; and (y) the inclusion of taxes and labor in the estimated amount of costs for repair or replacement before depreciation is subtracted. (x). Deducting an amount equal to depreciation On behalf of a putative class, plaintiffs allege that under Pennsylvania law, the express Policy term “actual cash value” entitles them to full, upfront “replacement cost” payments for partial damage to their homes — not payments for replacement cost less depreciation. In its Rule 12(b)(6) motion to dismiss, defendant argues Pennsylvania law allows it to subtract depreciation from step-one “actual cash value at the time of the loss” payments made pursuant to the particular two-step Policy issued to plaintiffs. Based upon the principles of indemnity, Pennsylvania Supreme and Superior Court precedent, and the Policy’s plain language, the court concludes defendant did not breach the Policy by subtracting depreciation from replacement cost to arrive at step-one payments. For these reasons, the court will dismiss plaintiffs’ class-wide depreciation-based breach of contract claim, pursuant to Pennsylvania law and Rule 12(b)(6). Plaintiffs’ allegations call upon the court to interpret and define the Policy language “actual cash value at the time of the loss.” Under Pennsylvania law, insurance policy interpretation is a matter of law for the court. See Pa. Natl Mut. Cas. Ins. Co. v. St. John, 106 A.3d 1, 14 (Pa.2014). The “goal in construing and applying the language of an insurance contract is to effectuate the intent of the parties as manifested by the language of the specific policy.” Id. (citing 401 Fourth St., Inc. v. Investors Ins. Grp., 583 Pa. 445, 879 A.2d 166, 171 (2005)); Madison Constr. Co. v. Harleysville Mut Ins. Co., 557 Pa. 595, 735 A.2d 100, 106 (1999) (“The polestar of [the court’s] inquiry ... is the language of the insurance policy.”). “When the language of an insurance policy is plain and unambiguous, [the] court is bound by that language.” St. John, 106 A.3d at 14. “Alternatively, if an insurance policy contains an ambiguous term, ‘the policy is to be construed in favor of the insured to further the contract’s prime purpose of indemnification and against the insurer, as the insurer drafts the policy, and controls coverage.’ ” Id. (quoting 101 Fourth St., Inc., 879 A.2d at 171). “Contract language is ambiguous if it is reasonably susceptible to more than one construction and meaning.” Id. (citing Lititz Mut. Ins. Co. v. Steely, 567 Pa. 98, 785 A.2d 975, 978 (2001)). “Finally, the language of the policy must be construed in its plain and ordinary sense, and the policy must be read in its entirety.” Id. (citing Riccio v. Am. Republic Ins. Co., 550 Pa. 254, 705 A.2d 422, 426 (1997)); Madison Constr. Co., 735 A.2d at 108 (observing the court “may inform [its] understanding of [insurance policy] terms by considering their dictionary definitions”). Deductions for depreciation from payments made under property insurance policies stem from principles of indemnity. The calculation of the proceeds to which the insured is entitled for a covered loss under a property insurance policy is controlled by the principle of indemnity. The goal of indemnity is to reimburse the insured for the loss sustained — and no more. The objective is to put the insured in the position the insured would have occupied had no loss occurred. The insured is not entitled to recover more than the damaged property is worth [at the time of the loss].... Robert H. Jerry, II & Douglas R. Richmond, Understanding Insurance Law 662 (4th ed.2007) [hereinafter Jerry & Richmond] (emphasis added); McAnarney v. Newark Fire Ins. Co., 247 N.Y. 176, 159 N.E. 902, 904 (1928) (“Indemnity is the basis and foundation of all insurance law.” (citing Wash. Mills Emery Mfg. Co. v. Weymouth & Braintree Mut. Fire Ins. Co., 135 Mass. 503, 506-07 (Mass.1883))). Because “depreciation” is defined in the insurance context as value diminution caused by “physical deterioration” of the property from “‘age and physical wear and tear,’ ” property insurers frequently subtract depreciation from payments for covered losses, ostensibly so as not to enrich the insured. See Dickler, 957 F.2d at 1098 (quoting Wendy Evans Lehmann, Depreciation as factor in determining actual cash value for partial loss under insurance policy, 8 A.L.R.4th 533 (1981) [hereinafter Lehman] (“Especially, where the property, if [repaired] or replaced, would be more valuable than that destroyed, because of the age or condition before [the] loss of the property, deduction has frequently been made for ... depreciation or deterioration.”)). Depreciation deductions, therefore, align generally with indemnity’s aim “to reimburse the insured for the loss sustained” — “no more, no less.” See Redcorn v. State Farm Fire & Cas. Co., 55 P.3d 1017, 1023 (Okla.2002) (Boudreau, J., dissenting); Burton v. Republic Ins. Co., 845 A.2d 889, 896 (Pa.Super.Ct.2004) (“Since insurance policies are based on principles of indemnity rather than enrichment, claimants should not be permitted to exploit their losses and use them as an opportunity to remodel their homes at the insurer’s expense.” (citing Ins. Co. of N. Am. v. Alberstadt, 383 Pa. 556, 119 A.2d 83, 83-86 (1956))). Notwithstanding that depreciation deductions align generally with indemnity’s aim, the Pennsylvania Supreme Court made clear in 1930 that where a property insurer promises the insured only one payment of “actual cash value,” the insured is entitled to full replacement cost without any deduction for depreciation. Fedas v. Ins. Co. of State of Pa., 300 Pa. 555, 151 A. 285, 288 (1930) (“‘[A]ctual cash value’ means ... the real value to replace.”). Twenty-two years later, the Pennsylvania Supreme Court reaffirmed Fedas’ general rule, but instructed that property insurers may “avoid in the future the impact” of Fedas by more clearly defining “actual cash value” in their single-step payment policies. See Farber v. Perkiomen Mut. Ins. Co., 370 Pa. 480, 88 A.2d 776, 779 (1952). In interpreting Farber’s instruction, the Pennsylvania Superior Court held in 1997 that an insurer promising only one payment of “actual cash value” does not violate Fedas if it defines the term in the policy as replacement cost less depreciation. London v. Ins. Placement Facility of Pa., 703 A.2d 45, 50 (Pa.Super.Ct.1997) (en banc), appeal denied, 553 Pa. 707, 719 A.2d 747 (1998). Critically, Fedas, Farber, and London interpreted the term “actual cash value” in policies setting forth single-step payment procedures, under which the insurer agreed to make only one payment of “actual cash value”' — -not an initial “actual cash value at the time of the loss” payment followed by an additional payment for full “replacement cost,” like the Policy at issue in the instant case. Where a iwo-step replacement cost payment process is in issue, Pennsylvania case law evidences a growing acceptance of depreciation deductions from step-one “actual cash value at the time of the loss” payments — provided the insured is made whole ultimately with an additional payment at step two causing the total amount of payments to equal the full replacement costs. Kane v. State Farm Fire & Cas. Co., 841 A.2d 1038 (Pa.Super.Ct.2003), appeal denied, 582 Pa. 700, 871 A.2d 192 (2005). In Kane, the Pennsylvania Superi- or Court interpreted the phrase “actual cash value at the time of the loss” in the identical State Farm Policy in issue in the instant case. See id. at 1040-41, 1042 (“At the core of this present dispute is the meaning of the phrase ‘actual cash value,’ as used [in, inter alia, the Policy].... ”). In Kane, the Policy provided — as it provides in the instant case — that in the event of partial damage to the insureds’ residence, State Farm agreed to pay the cost to repair or replace ... the damaged part of the property ... subject to the following: (1) until actual repair or replacement is completed, [defendant] will pay only the actual cash value at the time of the loss of the damaged part of the property ... (2) when the repair or replacement is actually completed, [defendant] will pay the covered additional amount [plaintiffs] actually and necessarily spend to repair or replace the damaged part of the property [up to the Policy limits] .... See id. at 1042; (ECF No. 10-1 at 14 (emphasis added).) Like plaintiffs in the instant case, the insureds in Kane suffered covered partial damage to their residences and received step-one “actual cash value at the time of the loss” payments equaling replacement cost less depreciation. Kane, 841 A.2d at 1040. Like plaintiffs in the instant case, the insureds .in Kane argued that under Fedas, the step-one Policy term “actual cash value” entitled them to full, upfront “replacement cost” payments — -not payments for replacement cost less depreciation. See id. at 1041. In assessing the insureds’ breach of contract' claims, the Pennsylvania Superior Court synthesized the holdings of Fedas, Father, and London as follows: [I]n partial [property] loss situations, in the absence of clear language to the contrary, an insurer may not deduct depreciation from the replacement cost of a policy[,] and ... the phrase “actual cash value” may not be interpreted as including a depreciation deduction, where such deduction would thwart the insured’s expectation to he made whole. Where qualifying language is absent and an insured is promised “actual cash value,” the insured is entitled to the cost to repair or replace the damaged property. Under Fedas and Father, ... [the Pennsylvania] Supreme Court asserts that such compensation is the only thing that can make an insured whole. London ... holds that a different result can be contracted for, but the policy must be clear in that regard. Id. at 1045 — 47 (emphasis added). In applying these principles, the Pennsylvania Superior Court rejected the insureds’ argument that “actual cash value at the time of the loss” — as used in step one of the Policy — equated to full, upfront replacement cost. Id. at 1050. In so holding, the court in Kane reasoned [the Policy does] not contain any definition for “actual cash value.” When read in the context of the language of the [Policy], however, ... the phrase “actual cash .value” as used in [the Policy] cannot be synonymous with replacement value, as [the insureds] contend, as such an interpretation would make the remaining [P]oliey language [promising replacement cost at step two after actual repair or replacement] nonsensical. The language of [the Policy] is clear that only “actual cash value” will be proffered “until” or “unless” repair or replacement is made. {See [the] Policy ... {“until actual repair or replacement is completed, [State Farm] will pay only the actual cash value at the time of the loss ... ”).) Id. at 1050 (emphasis in original). The Pennsylvania Superior Court, moreover, rejected the insureds’ argument that a step-one payment equal to replacement cost less depreciation violated the principles set forth in Fedas, Father, and London, as State Farm promised to reimburse the insureds full replacement cost up to the Policy’s limits at step two. Id. at 1048-50. In so holding, the court in Kane reasoned absent from Fedas, Father, and London ... is the situation present herein which involves not the denial of liability for replacement cost, but the timing of that compensation.... [State Farm] ha[s] never denied liability or failed to guarantee reimbursement ■ for [full replacement cost up the Policy’s limits].... Rather, [State Farm] maintains] [it is] only liable for [full replacement cost] once replacement or repair is completed. Unlike Fedas, Father, and London, wherein the insurers contested liability for [full replacement cost] without including depreciation, here, only the timing of such payment[ ] [for full replacement cost] is at issue. Thus, the policy considerations underlying [Fedas, Father, and London ] — that an insured should be made whole [via full replacement cost], and that in the absence of language to the contrary, to make an insured whole “actual cash value” must be interpreted to mean replacement value without depreciation — apply "with less force herein as there is no question [the insureds] will be made whole [via full replacement cost] by [State Farm] ultimately [after they endeavor to repair or replace at step two of the Policy].... [The insureds] do not assert that the phrase “actual cash value” as used in [the Policy] is ambiguous; rather, they assert that it may not include a deduction for depreciation. We disagree. The only interpretation of the phrase “actual cash value” in [the Policy] that makes sense is one that includes depredation deductions. Moreover, this interpretation does not run afoul of Fedas and Father, ... as, under [the Policy], the insureds ultimately will be made whole [with replacement cost at step two]. That is, ... there is no concern here, as was present in Fedas and Father, that the inclusion of depreciation deductions [in the step-one “actual cash value at the time of the loss” payment] will not fully compensate the insured[s]. Id. at 1048-50 (emphasis added) (footnotes omitted). For these reasons, the Pennsylvania Superior Court affirmed the trial court’s dismissal of the insureds’ breach of contract claims against State Farm. Id. at 1051. In applying Kane’s rationale to the instant case, the court concludes plaintiffs fail to allege plausibly that defendant breached the Policy and violated Fedas and its progeny, because: (1) the Policy sets forth “clear ... qualifying” language that step one’s “actual cash value at the time of the loss” payment cannot equate to full, upfront replacement cost; (2) plaintiffs are eligible to be “made whole” ultimately with full replacement cost at step two if they repair or replace the partial damage to their home; and (3) the only reasonable interpretation of the Policy language “actual cash value at the time of the loss” is replacement cost less depreciation. See id. at 1047-50. In so holding, the court predicts the Pennsylvania Supreme Court would adopt the reasoning set forth in Kane. See Holmes v. Kimco Realty Corp., 598 F.3d 115, 118 (3d Cir.2010) (“ ‘[I]n the absence of an authoritative pronouncement by a state’s highest court, [the court] may give serious consideration to the opinion of an intermediate appellate court.’ ” (quoting Aetna Cas. & Sur. Co. v. Farrell, 855 F.2d 146, 148 (3d Cir.1988))). Each of the three bases for the rationale set forth above is explained in detail below. First, when read “in its plain and ordinary sense,” St. John, 106 A.3d at 14, the Policy’s language compels the conclusion that “actual cash value at the time of the loss” cannot reasonably equate to full, upfront replacement cost, as urged by plaintiffs. Plaintiffs’ interpretation of “actual cash value at the time. of the loss” is “[unreasonable,” as it would render step two of the Policy’s replacement cost loss settlement provision meaningless. See id. (“Contract language is ambiguous if it is reasonably susceptible to more than one construction and meaning.” (citing Steely, 785 A.2d at 978) (emphasis added)). Under plaintiffs’ reading of the Policy term “actual cash value at the time of the loss,” plaintiffs are owed full replacement cost at step one pending actual repair or replacement, after which they are again entitled to full replacement cost at step two after repair or replacement. The court agrees with the Pennsylvania Superior Court’s conclusion in Kane that such a reading is “nonsensical” in light of the Policy’s clear two-step payment process, under which plaintiffs must first complete actual repair or replacement before becoming eligible for a full replacement cost payment. Kane, 841 A.2d at 1050 (“When read in the context of the language of the [Policy], ... the phrase “actual cash value” ... cannot be synonymous with replacement value, as [the insureds] contend, as such an interpretation would make the remaining [P]oli-cy language [promising replacement cost after actual repair or replacement] nonsensical.”). The court, therefore, declines to adopt plaintiffs’ unreasonable interpretation of the Policy term “actual cash value at the time of the loss.” St. John, 106 A.3d at 14 (“When the language of an insurance policy is ... unambiguous, [the] court is bound by that language.”). Second, defendant’s step-one payment to plaintiffs of “actual cash value at the time of the loss” — ie., replacement cost less depreciation — does not run afoul of Fedas and its progeny, as plaintiffs are eligible to be made “whole” at step two if they repair or replace the damage to their home. Kane recognized that Fedas, Farber, and London held that “in the absence of clear language to the contrary, an insurer may not deduct depreciation from [a] replacement cost” payment, and “‘actual cash value’ may not be interpreted as including a depreciation deduction, where such deduction would thwart the insured’s expectation to be made whole ” ultimately through a full replacement cost payment. Kane, 841 A.2d at 1050 (emphasis added). There is a distinct difference between the situations presented in Fedas, Farber, and London — in which the insured would never be paid full replacement cost — and the situation presented in Kane and the instant case — in which the Policy expressly provides that full replacement costs will be paid to plaintiffs at step two if they repair or replace the damage to their home. As the court in Kane observed, the Policy’s unambiguous language obligates defendant to pay plaintiffs full replacement cost — but only after plaintiffs endeavor to repair or replace the damage to their residence. Like it did in Kane, State Farm does not dispute it must pay plaintiffs full replacement cost in this case; it disputes only when it must do so pursuant to the Policy’s two-step procedure. Cf id. at 1041. (“[State Farm] do[es] not dispute [the insureds’] entitlement to replacement cost coverage, but, rather, [it] assert[s] that the [Policy] specifies] that [the insureds] must first undertake to repair or replace the damaged property before being fully compensated [with replacement cost].”). Like the insureds in Kane, plaintiffs in the instant case cannot allege State Farm “thwart[ed] [the insureds’] expectation to be made whole” because depreciation will not be deducted from their ultimate replacement cost payment, if they complete step two. Id.; see (ECF No. 21-1 at 4-9 (defendant’s replacement cost estimate characterizing the entire $327.68 of subtracted “[depreciation” as “replacement cost benefits ([i.e.,] recoverable depreciation)” upon plaintiffs’ completion of step two (emphasis added)).) Plaintiffs allege expressly that they did not meet the requirements of step two of the Policy because they did not repair or replace the damage to their home. See (ECF No. 10 at 5 ¶ 16.) Plaintiffs’ allegations, therefore, fail to raise the plausible inference that defendant breached the Policy by subtracting depreciation from their ultimate replacement cost payment in violation of Fedas, as plaintiffs are not eligible for a replacement cost payment under the Policy until they actually repair or replace the damage to their home. Third, the only reasonable interpretation of the language “actual cash value at the time of the loss” — as used in step one of the Policy — is replacement cost less depreciation. In so holding, the court agrees with — -but expounds upon — the Pennsylvania Superior Court’s conclusory pronouncement in Kane that the “only interpretation of the phrase ‘actual cash value [at the time of the loss]’ in [the Policy] that makes sense is one that incl