The lawsuit began more than two years ago, on Dec. 5, 2014, when Albert Vontz III, president and co-chairman of Heidelberg Distributing, sued his sister, Carol Miller, and several of her family members whom Vontz claimed have “seized control” of the company and were “oppressing the third and fourth generations” of his family. Vontz and Miller are the grandchildren of Albert W. Vontz, who came to Cincinnati in 1907 as a 22-year-old German immigrant and went on to launch a company that became Heidelberg Distributing.
Carol Miller’s family has been involved in the day-to-day operations of the beer and wine distributor. Her husband Vail Miller Sr. led the company for more than 40 years and serves as co-chairman, and son Vail Miller Jr. is currently serving as CEO. Vontz is owner of 50 percent of the voting shares of Heidelberg, and serves as its president and co-chairman of its board.
The appeals court judges said in their ruling that the Miller family’s “tactics to thwart corporate democracy were not fair to Vontz as a shareholder with 50 percent of the voting rights.”
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An attorney for Vontz welcomed the appeals court’s ruling, which was filed Friday.
James Burke sent this news outlet the following statement: “On behalf of our client, Mr. Vontz, we are very pleased at the decision by the Court of Appeals. In a well-reasoned and very thoughtful decision, the Court clarified certain aspects of the trial court’s decision but unanimously affirmed the essential findings of Judge Martin and the relief granted to Mr. Vontz.
“We look forward to bringing this matter to a long overdue conclusion.”
Dan Buckley, attorney for the Miller family, released a statement late Tuesday that said, “In its lengthy and complex opinion, the Court of Appeals gave all of the parties a lot to think about. It struck the trial court’s orders compelling Mrs. Miller to attend a shareholder meeting and requiring an equalized board. At the same time, it imposed a new quorum requirement that we are evaluating.
“Meanwhile, in 2016, the company’s number of employees, brand portfolio and revenue reached historically high levels.”
At stake in the lawsuit is control over one of the largest beer distributorships in the country and a significant source of philanthropy in Dayton and southwest Ohio. Heidelberg, which traces its roots to 1938, was ranked by Beverage Executive magazine five years ago as the nation’s 14th largest beer distributor by volume. The company delivers Anheuser-Busch InBev products, including Budweiser beers, in Dayton and Cincinnati, and it also distributes a wide variety of wine and spirits to restaurants, bars, grocery stores and other retailers throughout Ohio and northern Kentucky.
Heidelberg spent $20 million to renovate the former Cooper Tire & Rubber Co. warehouse on Dryden Road along Interstate 75 in Moraine before moving its Dayton-area operations into that facility in 2013. The facility employs more than 300. The company operates nine warehouse and office facilities in Moraine, Cincinnati, Cleveland, Columbus, Lorain, Toledo, Youngstown and northern Kentucky. In all, as of a year ago, Heidelberg employed more than 1,600 and served more than 26,000 retail accounts.
On Nov. 20, 2015 — three weeks after sending the letter urging both sides to negotiate a settlement — Hamilton County Common Pleas Judge Martin filed a decision in the case that mostly sided with Vontz on the legal issues in the lawsuit, but declined to award any monetary damages to him. The decision stopped short of dictating specific terms of a resolution, and instead ordered both sides to sit down for a full shareholders’ meeting before the end of 2015. But the Miller side of the family submitted a notice of appeal with the Ohio 1st District Court of Appeals on the same day the judge’s decision was filed.
In a letter to each faction, later entered into the court’s docket, Judge Martin wrote: “Mr. Vontz is clearly and legitimately concerned about the direction of the company and would like his equal representation on the board. He is concerned that the current board is, without his consent, putting him and the company further in debt. Apart from this, the company owes (Vontz) millions of dollars. He has a legitimate business purpose to his pursuit on his corporate rights.”
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