The reasons: (1) implied contractual indemnity — individual brokers were not parties to the listing
agreement with sellers (only the bankrupt
brokerage business was a party); and (2) equitable indemnity — although brokers were jointly and severally liable with sellers as far as buyers» damages, this theory could not be used to create a
new attorney fee exposure basis
under the American Rule, or else the appellate court would be creating a
new exception through judicial fiat.