California, unlike most of the rest of the United States, generally prohibits noncompetition agreements except in very limited circumstances involving the sale of a business. (See Business & Professions Code § 16600 et seq.) But California also recognizes an employer’s right to protect its trade secrets. (See Civil Code § 3426 et seq.) As a result, in California, a former employee’s right to compete with his or her former employer frequently comes into conflict with the employer’s right to protect its trade secrets, and often results in litigation. It is not unusual for the new employer to also become embroiled in the litigation.
For over 30 years, it was generally thought that an employer could prevent its current and former employees from using its trade secret information to solicit its customers and employees, without running afoul of California’s prohibition against noncompetition agreements. For example, in Loral Corp. v. Moyes, 174 Cal.App.3d 268 (1985), a former company officer was subject to an agreement to preserve the confidentiality of all trade secrets and prohibited from disrupting or interfering with the business by raiding its employees or disrupting its relationships with customers. The company sued the former officer for violation of that provision and the court held that the provision did not constitute an invalid restriction on the former employee’s ability to compete. However, in American Credit Indemnity Co. v. Sacks, 213 Cal.App.3d 622 (1989), the court of appeal ruled that when a former employee sends out an announcement of her new employment to customers on a trade secret list, that does not constitute a misappropriation of the employer’s trade secret list as long as she does not actually solicit business from those customers.
AMN Healthcare, Inc. v. Aya Healthcare Services, Inc., Case No. D071924 (4th Appellate District, November 1, 2018) is the most recent appellate decision arising from a claim by an employer that its former employees are misappropriating its trade secret information. AMN was in the business of recruiting nurses for temporary assignments at hospitals and other healthcare organizations. AMN treated those temporary nurses as its employees. AMN’s employees who did the recruiting were subject to a Confidentiality and Non-Disclosure Agreement that, among other things, prevented the employees from soliciting any AMN employee to leave AMN for at least a year. Several AMN employees left and went to Aya Healthcare Services, which was also in the business of recruiting and placing temporary nurses. AMN sued both its former employees and Aya. Ultimately, the trial court granted summary judgment for the former employees and Aya, and enjoined AMN from enforcing its employee nonsolicitation provision. On appeal, the court of appeal affirmed the trial court’s rulings.
In reaching its decision, the court of appeal in AMN Healthcare concluded that the employee nonsolicitation provision violated Business and Professions Code section 16600 and was therefore void. The court engaged in a detailed analysis but, most importantly, the court said, “This provision clearly restrained individual defendants from practicing with Aya their chosen profession – recruiting travel nurses . . . .” (Slip Opinion, at 16.) The court also questioned the continuing validity of the 1985 decision in Loral Corp. v. Moyes.
The facts of AMN Healthcare are unusual in one very important respect: AMN’s former employees were in the business of recruiting the very employees that they were accused of soliciting – temporary nurses. Therefore, preventing them form soliciting temporary nurse employees obviously restricted their ability to compete with AMN. This fact distinguishes the case from the garden-variety situation in which, say, the current and former employers both make widgets. In that situation, preventing a former employee from soliciting its widget makers and widget sellers does not significantly limit the former employee’s ability to compete in the widget business. One might therefore conclude that in the garden-variety situation an employee nonsolicitation agreement is not an unlawful noncompetition agreement. Nonetheless, the broad-stroke language and analysis in AMN Healthcare calls into question all employee and customer nonsolicitation agreements. Therefore, companies should consult with their employment counsel to determine whether it makes sense to remove such provisions from their employee policies, practices and agreements or, alternatively, whether the facts and circumstances of their business, and the trade secret nature of the information they seek to protect, justify their nonsolicitation agreements.
In one of the final judicial decisions of 2017, a California court of appeal has held that an employee who settled his individual wage and hour claims against his former employer could not continue to pursue his PAGA claims against that employer. The court therefore affirmed the trial court’s judgment dismissing the employee’s PAGA claims. Kim v. Reins International California, Inc., 2d Dist. Case No. B278642 (filed December 29, 2017).
The Plaintiff, Justin Kim, sued his former employer, Reins International California, Inc. (“Reins”) alleging individual and class claims for wage and hour violations and seeking civil penalties on behalf of the State of California and aggrieved employees under the Labor Code Private Attorneys General Act of 2004 (“PAGA”). Mr. Kim had signed an arbitration agreement at the commencement of his employment; therefore, Reins moved to compel arbitration of Mr. Kim’s individual claims, dismiss his class claims, and stay his PAGA cause of action until the arbitration had concluded. The trial court granted the motion. While the arbitration was pending, Mr. Kim accepted Reins’ offer to compromise under Code of Civil Procedure section 998. As a result, Mr. Kim dismissed his individual claims with prejudice and dismissed the class claims without prejudice, leaving only the PAGA cause of action.
Reins filed a motion for summary adjudication of the PAGA cause of action, arguing that after Mr. Kim dismissed his individual causes of action he was no longer an “aggrieved employee” under PAGA and therefore could not longer pursue the PAGA cause of action. The court granted the motion. Mr. Kim appealed.
PAGA provides that an action may be brought by “an aggrieved employee on behalf of himself or herself and other current or former employees.” Labor Code section 2699(a). The term “aggrieved employee” “means any person who was employed by the alleged violator against whom one or more of the alleged violations was committed.” Labor Code section 2699(c). The court concluded that once Mr. Kim settled his individual claims and dismissed them with prejudice, he was no longer an “aggrieved employee” as defined in Labor Code section 2699, so he no longer had standing to maintain his PAGA action.
The court noted that Mr. Kim’s inability to pursue his PAGA cause of action, because he was no longer an “aggrieved employee,” would not prevent any other aggrieved employee from bringing a PAGA action against Reins. The court rejected Reins’ suggestion that the trial court’s dismissal with prejudice of Mr. Kim’s PAGA cause of action was a “decision on the merits” that would bar any other employee from bringing a PAGA claim against Reins.
The decision in Kim v. Reins International California, Inc. is not surprising, but suggests a likely employer strategy for trying to avoid liability under PAGA. That strategy depends on the employer’s ability to settle a plaintiff employee’s individual wage and hour claims. Such a strategy may be pursued regardless of whether the employee is subject to mandatory arbitration of his or her individual claims. However, such a strategy may have a higher likelihood of success if the employee is subject to mandatory arbitration since the PAGA claims are likely to be stayed while the employee’s individual claims are litigated in the arbitration forum.
The appellant in California-American argued that the trial court’s attorney fees award contravened section 1717’s limitation that fees be awarded only in an “action on a contract.” In California-American, no contract-based claims were at issue. The only issue litigated was the effect of a board member’s conflict of interest on the validity of certain contracts. In other words, the action was one to declare certain contracts void. The losing party argued that such a claim is not an “action on a contract.” However, the appellate court in California-American found “a party’s entitlement to attorney fees under section 1717 turns on the fact that the litigation was about the existence and enforceability of the contract, not on the presence of particular contractual claims . . .” The court noted that a California appellate court had previously found a suit brought by litigants seeking to have a contract declared void is an “action on a contract” for the purposes of section 1717. (Eden Township Healthcare Dist. v. Eden Medical Center (2013) 220 Cal.App.4th 418, 426.) Since an action to declare a contract void is an “action on a contract” for purposes of section 1717, attorneys’ fees can be awarded based on an attorney fees provision of a void contract.
Ezer Williamson Law provides a wide range of both transactional and litigation services to individuals and businesses. We have successfully prosecuted and defended various types of business and property claims. Contact us at (310) 277-7747 to see how we can help you with your business law concerns.
What Happens At the End of an LLC’s Term?
In its operating agreement, a Limited Liability Company, or LLC, may specify a termination date or other event that will result in the dissolution of the LLC. On the termination date or occurrence of another specified event, the LLC is “dissolved” (Corporations Code section 17707.01(e)), with only limited powers to “wind up” its affairs (Corporations Code section 17707.04).
Generally, after the dissolution has occurred, a certificate of dissolution must be filed with the California Secretary of State. Corporations Code section 17707.08(a). Upon the completion the winding up of the LLC’s affairs, a certificate of cancellation of the articles of organization must be filed with the California Secretary of State. Corporations Code section 17707.08(b). When the certificate of cancellation is filed, “a limited liability company shall be cancelled and its powers, rights and privileges shall cease.” Corporations Code section 17707.08(c).
Even after the filing of a certificate of cancellation, the LLC continues to exist for the purpose of prosecuting and defending actions by or against it in order to collect and discharge obligations, disposing of and conveying its property, and collecting and dividing its assets. Corporations Code section 17707.06(a). However, “A limited liability company shall not continue business except so far as necessary for its winding up.” Corporations Code section 17707.06(a).
Even after a certificate of dissolution has been filed, the LLC can be revived under limited circumstances enumerated in Corporations Code Section 17707.09, by the filing of a “certificate of continuation,” which has the effect of nullifying the certificate of dissolution.
Commencing on July 1, 2018, Business and Professions Code Section 17602 as amended by SB 313, will require that businesses who offer automatic renewals or continuous services that include a free gift or trial will also have to include a clear and conspicuous explanation of what happens to the price when the trial period ends. Businesses will also have to disclose how to cancel, and allow cancellation of the automatic renewal, before the consumer pays for the goods or services. To allow cancellation under the new law, businesses will have to provide consumers with an easy method such as a toll-free telephone number, electronic email address, or mailing address. Yet if the consumer accepts an offer online, they must be able to cancel online. And further, if there are any material changes to the terms of the automatic renewal or continuous service, the new law requires that the consumer receive a clear and conspicuous statement of the changes.
This new law applies only to businesses that offer automatic renewals or continuous services to consumers. Businesses that offer automatic renewals or continuous services should become familiar with the new law and change their policies in an effort to avoid violations.
Previously on our blog, we described what information members of a corporation’s Board of Directors can rely on in discharging their duties and explained how they can use the Business Judgment Rule (“BJR”) as a defense to liability imposed in the event of an alleged breach of their duty of care. The use of the BJR as a defense by directors creates an obstacle to shareholders attempting to hold directors personally liable for a breach of the duty of care. Under the BJR, courts will not review directors’ business decisions if the directors were disinterested, acting in good faith, and reasonably diligent in informing themselves of the facts. Shareholders must show directors have not met those requirements in order for courts to evaluate the directors’ business decision.
Shareholders may show that directors are not disinterested by proving that the director(s) have a personal interest in the corporate decision underlying the dispute. However, under California law, it is unclear what amount of personal interest is necessary to find directors interested in a corporate decision.
Arguably the toughest element for shareholders to overcome, courts generally will assume disinterested directors acted on an informed basis and with the honest belief that their decision was in the best interest of the company. This presents an even further obstacle; if a court does find directors did not act in good faith, shareholders must show more than ordinary negligence. In other words, it is not enough for shareholders to prove directors did not act as reasonably prudent people.
Thus, although the Business Judgment Rule presents an obstacle for shareholders challenging decisions made by a corporation’s Board of Directors, the obstacle may be overcome on a case-by-case basis.
Ezer Williamson Law provides a wide range of both transactional and litigation services to individuals and businesses. We have successfully prosecuted and defended various types of business and property claims, including claims involving the business judgment rule. Contact us at (310) 277-7747 to see how we can help you with your business law concerns.
On July 13, 2017, the California Supreme Court issued a decision that California employment law attorneys have been anticipating for over two years. Williams v. Superior Court (Marshalls of California, LLC) (S227228 7/13/17). The Williams decision significantly impacts the nature and extent of the information employers may be forced to give employees who sue their employers on what are commonly called “PAGA” claims. But before explaining that decision, a bit of background information is required.
In California, employees have at least four different ways to make claims against their current or former employers for unpaid wages and penalties: (1) They can make an administrative claim with the State Labor Commissioner (a “wage claim”); (2) they can file an individual lawsuit in court; (3) they can file a wage and hour class action on behalf of themselves and other current and former employees; or (4) they can file a “representative” action under California’s Labor Code Private Attorneys General Act of 2004, commonly known as a PAGA Claim. The first two options, the wage claim and the individual lawsuit, typically seek recovery only of wages and penalties due to an individual claimant or plaintiff. The other two options seek wages or penalties, or both, for a much wider group of employees, represent a risk of far greater liability for the employer and a far greater potential attorney fee reward for the plaintiff’s attorneys. Thus, plaintiff attorneys prefer to bring class actions and PAGA claims rather than wage claims and individual lawsuits. Not surprisingly, class actions and PAGA claims tend to strike fear in employers.
Under the current state of California and federal law, wage and hour class actions may well be less scary for employers than PAGA claims. It used to be the other way around, because in a PAGA claim all that can be recovered are the myriad penalties assessable under the California Labor Code for violation of the wage and hour provisions of the Labor Code. While those penalties can be substantial they are typically (but not always) far, far less than the unpaid wages resulting from an employer’s wage and hour violations.
There are two reasons why PAGA claims have become more problematic for employers relative to class actions. First, the California Supreme Court has held that plaintiffs in PAGA claims do not have to meet certain requirements that they must meet in class actions. Arias v. Superior Court (2009) 46 Cal.4th 969. So PAGA claims can be more difficult to defend against than class actions. Second, as a result of developments in federal law over the last several years, employers can frequently require employees to sign mandatory arbitration agreements that require them to arbitrate all wage and hour claims and give up any right to bring a wage and hour class action in court or in arbitration. Thus, for many employers, the risk from wage and hour class actions has been greatly reduced – in fact almost eliminated.
Employers have argued that PAGA claims are also subject to mandatory arbitration under federal law. They have also argued that they should be able to avoid “representative” PAGA claims in the same way they can avoid class actions. In other words, they have argued that they should be able require employees to sign mandatory arbitration agreements that require them to arbitrate all PAGA claims and give up any right to bring a PAGA claim in court or in arbitration on behalf of anyone other than themselves. However, in Iskanian v. CLS Transportation Los Angeles, LLC (2014) 59 Cal.4th 348, the California Supreme Court noted that PAGA claims are a form of government action – with the plaintiff acting as a “private attorney general” on behalf of the state of California to collect Labor Code penalties. The California Supreme Court reasoned that forcing plaintiffs to arbitrate their PAGA claims and preventing PAGA claims on behalf of other employees would really be preventing California from bringing such claims, thereby frustrating the purpose of the PAGA law. Therefore, the California Supreme Court held that employees cannot be forced to arbitrate PAGA claims and cannot be forced to give up their right to bring such claims on behalf of other employees.
That brings us to the decision issued on July 13, 2017 by the California Supreme Court, Williams v. Superior Court (Marshalls of California, LLC) (S227228 7/13/17). In Williams, the plaintiff, Mr. Williams, had worked in a single Marshalls store in California. He brought a PAGA claim, asserting that Marshalls had violated California wage and hour laws including those governing employee meal and rest breaks. Apparently, Marshalls had over 16,000 current and former employees in the time period covered by Mr. Williams’ lawsuit, spread across a large number of stores across the state. In the course of pretrial discovery, Mr. Williams asked Marshalls for the names and contact information for all of those thousands of employees. Marshalls refused Mr. Williams’ request, claiming the request was unfairly burdensome and would violate the privacy rights of those employees. Marshalls argued that until Mr. Williams had demonstrated that his claim of alleged wage and hour violations had some merit he should only be given information on the employees who had worked at the same store as Mr. Williams. The trial court and the court of appeal (in a 2015 decision) agreed with Marshalls. Mr. Williams sought and obtained review by the California Supreme Court.
At this point, it bears noting that if Mr. Williams had brought his law suit as a class action (assuming he had not signed a mandatory arbitration agreement giving up his right to bring a class action), he probably would have been entitled to the names and contact information for all of the thousands of current and former employees. But Marshalls’ argument was that, as the California Supreme Court has held, a PAGA claim is not a class action. So, logically, the rules governing a PAGA claim should be different. The trial court and the court of appeal agreed.
Yesterday, the California Supreme Court disagreed with each of Marshalls’ arguments, and reversed. Therefore, at least for the foreseeable future, plaintiffs in PAGA actions, just like plaintiffs in wage and hour class actions, can require the defendant employers to provide the names and contact information of potentially thousands of current and former employees impacted by the plaintiffs’ PAGA claims.
In 2016, Ezer Williamson continued to achieve excellent results for its clients, opened a second office, and expanded into the area of labor and employment law.
The Firm is excited to announce the completion of our newly remodeled South Bay office and our expanded team, including the addition of Robert C. Hayden, Esq., as Senior Counsel, and Dominique Stango and Heather Domingo, the Firm’s new legal assistants. The addition of Mr. Hayden, Ms. Stango, and Ms. Domingo reflects both the Firm’s commitment to providing exemplary service to our clients, as well as the growth and success the Firm has experienced throughout the 2015 and 2016 periods.
In 2016, the Firm achieved many favorable outcomes for our clients, including, (1) securing a settlement valued in excess of $1 million for the plaintiff in a commercial lease dispute, (2) resolving claims valued in excess of $20 million stemming from a Federal Multidistrict litigation matter regarding mortgage-backed securities, (3) resolving claims made against a real estate investor by an alleged employee, for less than 1% of the multi-million dollar amount sought, (4) successfully negotiated a complicated settlement transaction of a partnership dispute that included several business entities, and (5) favorably resolved a substantial wage and hour class action brought on behalf of individuals who claimed to be improperly classified as independent contractors rather than employees.
As we look forward to 2017, Ezer Williamson plans to further deepen and expand the services offered to our clients, including growing the Firm’s Labor and Employment practice group, as well as continuing to develop the Firm’s presence in our Century City office.
The Ninth Circuit recently ruled that an employer’s mandatory arbitration agreement that included a class action waiver violated the National Labor Relations Act (the “Act”) and therefore was unenforceable. Morris v. Ernst & Young LLP (9th Cir. August 22, 2016) 834 F.3d 975. The Ninth Circuit’s ruling endorses the position taken by the National Labor Relations Board (the “Board”) on this issue and is consistent with the position taken by the Seventh Circuit. However, the Ninth Circuit’s ruling is in conflict with the position taken by the Second, Fifth and Eighth Circuits, each of which has held that the Federal Arbitration Act requires that class action waivers contained in employers’ mandatory arbitration provisions must be enforced under the recent arbitration decisions of the United States Supreme Court. This split among the Circuits renders a future United States Supreme Court decision on this issue all but inevitable.
Stephen Morris and Kelly McDaniel brought a wage and hour class action against their employer, Ernst & Young (“E&Y”). E&Y moved to compel arbitration pursuant to a “concerted action waiver” signed by Morris and McDaniel. The concerted action waiver required employees (1) to pursue all claims against E&Y in arbitration and (2) to arbitrate only as individuals. The effect of the two provisions was that employees were prohibited from bringing class action claims “in any forum – in court, in arbitration proceedings, or elsewhere.” 834 F.3d at 979.
The Second, Fifth and Eighth Circuits have held that the Federal Arbitration Act requires that such arbitration agreements be enforced. However, the Ninth Circuit characterized the issue in a very different way: “The problem with the contract at issue is not that it requires arbitration; it is that the contract term defeats a substantive federal right to pursue concerted work-related legal claims.” 834 F.3d at 985. The court also said, “The same provision in a contract that required court adjudication as the exclusive remedy would equally violate the [Act].” 834 F.3d at 984.
Two years ago, the California Supreme Court addressed the identical issue in Iskanian v. CLS Transportation Los Angeles, LLC (2014) 59 Cal.4th 348, 366-374. In Iskanian, the California Supreme Court performed an independent analysis of the issue and concluded that such waivers are enforceable. The California Supreme Court’s analysis was similar to that of the Fifth Circuit, whose decisions the court cited. Since the California Supreme Court’s holding on this issue is contrary to that of the Ninth Circuit, it is likely that California’s trial and appellate courts will follow the California Supreme Court’s lead, and will enforce class action waivers contained in employers’ mandatory arbitration provisions, unless either the California Supreme Court changes its mind or the United States Supreme Court decides the issue.
In a highly anticipated decision, the California Supreme Court ruled that the question of whether parties to an arbitration agreement agreed to arbitrate class action claims is a question to be decided by the parties’ arbitrator and not by a court. Sandquist v. Lebo Automotive, Inc., ____ Cal.4th ____, 2016 Daily Journal Daily Appellate Report 7663 (California Supreme Court July 28, 2016) .
Specifically, the question decided by the California Supreme Court was: when the parties to a dispute disagree over whether class action claims are subject to arbitration, “who decides whether the [arbitration] agreement permits or prohibits classwide arbitration, a court or the arbitrator?” (2016 DJDAR at 7663.) The answer to that question is of supreme importance to parties who may find themselves in arbitration, because everyone, rightly or wrongly, suspects that judges and arbitrators are likely to reach opposite conclusions when construing identical arbitration agreements, with courts more likely to find that the parties have not agreed to classwide arbitration and arbitrators more likely to find that they did agree.
The plaintiff, Timothy Sandquist, worked for defendant Lebo Automotive, Inc. Mr. Sandquist, who is African-American, sued Lebo Automotive, alleging that he and other non-Caucasian employees were subjected to racial discrimination, harassment, and retaliation. Mr. Sandquist sought to sue not only on his own behalf but also “on behalf of a class of current and former employees of color.” (2016 DJDAR at 7663.) Lebo Automotive moved to compel arbitration based on three separate yet similar arbitration agreements that Mr. Sandquist signed on his first day of employment. The trial court granted the motion. The court also concluded that the arbitration agreements did not permit class arbitration. Therefore, the court struck the class allegations from the case. Mr. Sandquist appealed.
The court of appeal reversed the trial court and concluded that the arbitrator rather than the trial court should decide “the availability of class proceedings under an arbitration agreement.” (2916 DJDAR 7664.) Not surprisingly, Lebo Automotive sought review by the California Supreme Court, which affirmed the decision of the court of appeal.
If Mr. Sandquist’s lawsuit were governed solely by California law, this would have been the end of the Court’s analysis. However, each of the three arbitration agreements between Mr. Sandquist and Lebo Automotive invokes the coverage of the Federal Arbitration Act. Therefore, the California Supreme Court also looked to recent decisions of the U.S Supreme Court relating to arbitration.
The Court noted that in Green Tree Financial Corp. v. Bazzle (2003) 539 U.S. 444 (“Green Tree”) a plurality of the U.S. Supreme Court concluded that the question of whether the parties had agreed to arbitrate class claims should be decided by the arbitrator rather than the courts.
But here’s the rub: Green Tree was a plurality decision, not a majority decision. Therefore, Green Tree does not constitute controlling precedent. As the California Supreme Court noted, the U.S. Supreme Court “has twice reiterated” this fact. (2016 DJDAR at 7667.) In addition, notwithstanding the Green Tree decision, all of the federal appellate courts that have been confronted with this question, have ruled that the trial court rather than the arbitrator must decide whether the parties agreed to class arbitration.
The California Supreme Court majority in Sandquist v. Lebo Automotive is on solid ground analytically. However, Justice Kruger and her fellow dissenters may well have correctly divined where the U.S. Supreme Court is headed on this issue. Thus, this case could well be headed to the U.S. Supreme Court.


text:
A. There is little historical evidence for an invasion of Egypt by Nebuchadnezzar II.
B. The invasion may have been a punitive raid which, after initial success, was suspended. After this the political relationship between Egypt and Neo-Babylon improved.
C. There was another military campaign against Egypt by Nabonidus (550-539 b.c.) in the closing days of the Neo-Babylonian Empire which lasted ten years.
D. Chapters 43 and 44 are a literary unit but deal with two different groups of Judean refugees.
44:1 The cities of Migdol and Tahpanhes are in the eastern delta region. Memphis is about 100 miles up the Nile. The Land of Pathros is another 100 miles up the Nile (i.e., city of No-Amon). These locations would represent most of Egypt.
It is surprising that the expected full phrase "the word. . .from the Lord" is shortened but it still reflects the full revelatory formula of 7:1; 11:1; 18:1; 21:1; 30:1; 32:1; 34:1,8; 35:1; 40:1.
44:2 "the Lord of hosts, the God of Israel" This extended title using YHWH and Elohim is repeated four times in this chapter (cf. vv. 2,7,11,25). He is creator and covenant making Deity. See Special Topic at 1:2.
44:3 Israel and Judah's problem was covenant disobedience.
44:4 "again and again" This is literally "rising early and sending" (cf. 7:13,25; 25:4; 26:5; 35:15). The Judeans knew YHWH's will through previous revelations to the Patriarchs and Moses/Joshua, as well as the messages of the prophets.
▣ "abominable thing" For this phrase see 16:18; 32:34,35 and the Special Topic at 2:7.
44:6 The fall of Judah was not because of the power of the Babylonian god Marduk or the power of the Babylonian army. It was Judah's continued covenant disobedience that caused YHWH to bring to bear the "curses" of Leviticus 26 and Deuteronomy 27-30.
44:7 This verse is parallel to 42:20 (cf. 26:19). One's choices determine the consequences (cf. Deut. 30:15,19). These Judean's choice will bring their lineage to an end (hyperbolic, some did survive)!
44:8 The idolatry of the Judeans continues in Egypt! The Jews have changed the worship of the gods of Canaan to the gods of Egypt (cf. 2:13).
▣ "become a curse and a reproach among all the nations of the earth" See note at 42:18. The covenant people were to be a blessing to all the nations (cf. Gen. 12:3), but they had become a curse. They were meant to reveal the mercy and goodness of YHWH to the nations, but all they revealed was His anger (cf. Ezek. 38:22-36)!
44:10 "But they have not become contrite" The verb (BDB 193, KB 221, Pual perfect) usually means "to crush"; here it is uniquely used to denote a crushed, repentant spirit.
11"Therefore thus says the Lord of hosts, the God of Israel, 'Behold, I am going to set My face against you for woe, even to cut off all Judah. 12And I will take away the remnant of Judah who have set their mind on entering the land of Egypt to reside there, and they will all meet their end in the land of Egypt; they will fall by the sword and meet their end by famine. Both small and great will die by the sword and famine; and they will become a curse, an object of horror, an imprecation and a reproach. 13And I will punish those who live in the land of Egypt, as I have punished Jerusalem, with the sword, with famine and with pestilence. 14So there will be no refugees or survivors for the remnant of Judah who have entered the land of Egypt to reside there and then to return to the land of Judah, to which they are longing to return and live; for none will return except a few refugees.'"
44:11 "I am going to set My face against you for woe" This is vocabulary from Leviticus 26 (i.e., the cursings and blessings connected to covenant obedience, cf. v. 17). This phrase was used earlier in Jer. 21:10 (cf. Amos 9:4). A similar phrase is used in Jer. 44:27. YHWH will personally bring His people to judgment.
44:12-13 This is a repeat of 42:15-18,22.
44:14 "for none will return except a few refugees" A small number will survive and return to Palestine (cf. v. 28). The Judeans who will be spared and returned are the ones taken to Babylon.
15Then all the men who were aware that their wives were burning sacrifices to other gods, along with all the women who were standing by, as a large assembly, including all the people who were living in Pathros in the land of Egypt, responded to Jeremiah, saying, 16"As for the message that you have spoken to us in the name of the Lord, we are not going to listen to you! 17But rather we will certainly carry out every word that has proceeded from our mouths, by burning sacrifices to the queen of heaven and pouring out drink offerings to her, just as we ourselves, our forefathers, our kings and our princes did in the cities of Judah and in the streets of Jerusalem; for then we had plenty of food and were well off and saw no misfortune. 18But since we stopped burning sacrifices to the queen of heaven and pouring out drink offerings to her, we have lacked everything and have met our end by the sword and by famine." 19"And," said the women, "when we were burning sacrifices to the queen of heaven and were pouring out drink offerings to her, was it without our husbands that we made for her sacrificial cakes in her image and poured out drink offerings to her?"
44:16 As the Judean remnant in Judea would not listen (cf. 42:14-17; 43:2), so too, the ones already in Egypt.
44:17-19 These Judeans attribute their current condition to their lack of idolatrous sacrifices! O my, when light becomes darkness, how great is the darkness!
44:17 "we will certainly carry out every word" The verb is an infinitive absolute and imperfect verb from the same root (BDB 793, KB 889). This same intensive form is in v. 25 (twice). It denotes their strong intent to offer idolatrous sacrifices!
44:18 The historical period these idolaters are referring to must have been the reign of Manasseh, son of Hezekiah, who reigned 55 years and was the most wicked king of Judah. Josiah tried to being the idolatry to an end (cf. II Kings 23) but at his death it returned!
These three kings (i.e., Hezekiah, Manasseh, and Josiah) may be the background to Ezekiel 18.
44:19 The queen of heaven (i.e., female fertility goddess, cf. 7:18; 44:17,19,25; II Kgs. 17:16) was a popular idol for women in the Ancient Near East. Notice the number of times "wife" or "women" is used in this chapter (cf. vv. 9 [twice],15,19,20,24,25).
20Then Jeremiah said to all the people, to the men and women-even to all the people who were giving him such an answer-saying, 21"As for the smoking sacrifices that you burned in the cities of Judah and in the streets of Jerusalem, you and your forefathers, your kings and your princes, and the people of the land, did not the Lord remember them and did not all this come into His mind? 22So the Lord was no longer able to endure it, because of the evil of your deeds, because of the abominations which you have committed; thus your land has become a ruin, an object of horror and a curse, without an inhabitant, as it is this day. 23Because you have burned sacrifices and have sinned against the Lord and not obeyed the voice of the Lord or walked in His law, His statutes or His testimonies, therefore this calamity has befallen you, as it has this day."
44:20-30 This is the last message of Jeremiah recorded in the book. He was in Egypt and was confronted again with widespread idolatry by the Judeans, a total disregard for YHWH's revelation/covenant.
44:22 This is similar to the warnings of 25:9,11,18,38; 29:18; 42:18; 44:13.
24Then Jeremiah said to all the people, including all the women, "Hear the word of the Lord, all Judah who are in the land of Egypt, 25thus says the Lord of hosts, the God of Israel, as follows: 'As for you and your wives, you have spoken with your mouths and fulfilled it with your hands, saying, "We will certainly perform our vows that we have vowed, to burn sacrifices to the queen of heaven and pour out drink offerings to her." Go ahead and confirm your vows, and certainly perform your vows!' 26Nevertheless hear the word of the Lord, all Judah who are living in the land of Egypt, 'Behold, I have sworn by My great name,' says the Lord, 'never shall My name be invoked again by the mouth of any man of Judah in all the land of Egypt, saying, "As the Lord God lives." 27Behold, I am watching over them for harm and not for good, and all the men of Judah who are in the land of Egypt will meet their end by the sword and by famine until they are completely gone. 28Those who escape the sword will return out of the land of Egypt to the land of Judah few in number. Then all the remnant of Judah who have gone to the land of Egypt to reside there will know whose word will stand, Mine or theirs. 29This will be the sign to you,' declares the Lord, 'that I am going to punish you in this place, so that you may know that My words will surely stand against you for harm.' 30Thus says the Lord, 'Behold, I am going to give over Pharaoh Hophra king of Egypt to the hand of his enemies, to the hand of those who seek his life, just as I gave over Zedekiah king of Judah to the hand of Nebuchadnezzar king of Babylon, who was his enemy and was seeking his life.'"
44:25 This verse repeats the committed promises of the Judean idol worshipers of v. 17 to continue their rebellious worship practices (here two intensified imperfect verbs and matching infinitive absolutes).
44:26 The committed vows of idolatry by the Judean families in Egypt are now matched by the commitment of YHWH to bring judgment on them (cf. v. 27). They shall never call on His name again.
44:29 "My words will surely stand against you for harm" The verb (BDB 877, KB 1086) is an infinitive absolute and an imperfect verb denoting emphasis. This very form was used in v. 25 related to the idolaters' promise to continue to offer sacrifices. Now it is used of the certainty of YHWH's judgment.
44:30 YHWH will judge Pharaoh Hophra (cf. 43:9-13 and 46:25; also note Ezek. 29:3). Pharaoh Hophra (Herodotus called him Apries) reigned from 588 to 569 b.c., when he was killed in a rebellion led by one of his own officials. He was succeed by Amasus (569-525 b.c.).
Hophra was the Pharaoh who encouraged Zedekiah to rebel against Nebuchadnezzar. He was the one who sent the Eygptian army into Palestine during the siege of Jerusalem (cf. 37:5).

matches: v. v. v. v. v. v.