[PUBLISH] In the United States Court of Appeals For the Eleventh Circuit

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No. 22-12991 ____________________

ADVANCE TRUST & LIFE ESCROW SERVICES, LTA, As Securities Intermediary for Life partners Position Holder Trust, on behalf of itself and all others similarly situated, Plaintiff, WORTH JOHNSON, Plaintiff-Appellant, versus PROTECTIVE LIFE INSURANCE COMPANY,

Defendant-Appellee.

____________________ USCA11 Case: 22-12991 Document: 90-1 Date Filed: 03/01/2024 Page: 2 of 45

2 Opinion of the Court 22-12991

Appeal from the United States District Court for the Northern District of Alabama D.C. Docket No. 2:18-cv-01290-MHH ____________________

Before GRANT, ABUDU, and HULL, Circuit Judges. HULL, Circuit Judge: This class action involves a dispute over a life insurance policy issued to Plaintiff Worth Johnson (“Johnson”) by Defendant Protective Life Insurance Company (“Protective”) in South Carolina. While the procedural history is complicated, Johnson is now the sole remaining named plaintiff. Johnson brought on his behalf and others’ the second amended complaint (the “complaint”), which alleges only a breach of contract claim under the policy. The district court granted Protective’s motion for judgment on the pleadings, concluding Protective did not breach its insurance contract as a matter of law. The primary issues on appeal concern the interpretation of the policy under South Carolina law. We begin by setting forth the complaint’s allegations and the policy’s relevant terms. I. POLICY TERMS In 1988, Protective issued a universal life insurance policy (the “policy”) to Johnson in the face amount of $100,000. Johnson’s policy conferred a death benefit with a savings or investment component, known as the “account value” or “policy value.” The USCA11 Case: 22-12991 Document: 90-1 Date Filed: 03/01/2024 Page: 3 of 45

22-12991 Opinion of the Court 3

savings component allows policies to be a tax-advantaged savings vehicle, earning interest on the policy value. Here is how it works. A. Net Premium In a schedule, the policy sets Johnson’s premiums at $900 per year. The policyholder is permitted to pay premiums more frequently or in greater sums. The policy then permits Protective to deduct “expense charges” from the premium, which yields a “net premium.” Johnson’s policy lists these “expense charges”: The percentage of premium expense charge is 5.00% of each premium payment. The monthly expense charge per $1000 (which applies during the first 12 policy months) is $ .00. The monthly expense charge per $1000 of increase (which applies during the first 12 policy months following an increase) is $ .26. The monthly administrative charge is $4.00. (Font altered.) In this regard, the policy defines “Net Premium” as the “premium payment less the percentage of premium expense charges shown in the Policy Schedule.” Johnson does not challenge Protective’s