International Thoroughbred Breeders (ITB) (defendant) sought to raise money for a racetrack through the sale of securities. First Jersey (defendant), was the underwriter for the public offering. In the underwriting agreements, ITB agreed to indemnify First Jersey from any securities liability resulting from the public offerings. The plaintiffs brought suit based on § 11 of the Securities Act of 1933. The plaintiffs settled with ITB out of court. The district court entered a bar order, preventing any further judgment against ITB. This order invoked the proportionate judgment reduction rule. Under this rule, the jury in any trial involving a non-settling defendant such as First Jersey would award a judgment amount commensurate with the non-settling defendant’s share of liability. First Jersey appealed, arguing that the bar order inhibited its right to contribution and that it should be entitled to enforce the indemnification provisions in its agreements with ITB.