The family feud over one of the Midwest’s largest beer distributorships may be heading to the Ohio Supreme Court.
Unhappy with a recent appeals court ruling, Carol Miller filed motions this week suggesting the state’s highest court should weigh in on the legal battle between herself and her brother, Albert Vontz III, as co-owners of Heidelberg Distributing Company.
Vontz sued his sister as well as her husband and three children, who all hold offices at Heidelberg, in December 2014, claiming her side of the family had taken control of the company.
Heidelberg is the nation’s 14th largest distributor of beer, wine and spirits, serving 26,000 retailers in Ohio and Kentucky. It has nine warehouses and offices and 1,600 employees.
It began as “one man, one truck,” when Albert Vontz, a young German immigrant arrived in Cincinnati in 1907 as a trained brewer. He drove 60 miles each day from Covington to Dayton to deliver beer.
His son, Albert Vontz II, expanded the company, acquiring the rights to distribute Anheuser-Busch products. He was the sole leader of Heidelberg, and when he died in 2002, he left his voting shares equally to his two children, Vontz III and Miller.
The siblings began fighting in late 2010, soon after their mother, Esther Vontz, died.
“He (my father) would be rolling over in his grave right now if he saw what was going on,” Vontz testified at the September 2015 trial.
That trial offered a rare glimpse into a large family business that was fraying. It also showed what could happen when two siblings each own 50 percent of a company’s voting stock, and they can’t agree.
Heidelberg has nine warehouses and offices locally.
“This is a dispute between good people who together have inherited and then further built up an enormously successful business. Perhaps because it is a family dispute … it has been hard to resolve,” Hamilton County Court of Common Pleas Judge Steven Martin wrote in a five-page decision that resoundingly sided with Vontz.
Afterward Miller and her family appealed the ruling to the Ohio First District Court of Appeals – which then took five months to rule.
An injunction was necessary to give Vontz a bigger decision-making role at Heidelberg, the appeals court ruled on Dec. 30, finding that Miller had manipulated company regulations in order to suppress her brother’s voting rights.
Vontz had long argued for more seats on Heidelberg’s board of directors. He has one seat, and the other five are occupied by his sister’s side of the family: Carol Miller; her husband Vail Miller Sr., who is co-chairman of Heidelberg, and their children, Brooke Miller Hice, who is the chief legal officer, Vail Miller Jr., who is CEO, and Michael Miller who is vice president of sales and marketing.
“As you can see, there are five of them and one of Mr. Vontz,” said Vontz’s attorney, Jim Burke at trial, after pointing out Miller family members in the courtroom.
But the appeals court also ruled that Miller could not be forced to attend a shareholder’s meeting so she and her brother could vote on new board seats.
The court suggested an injunction be reworded so that if Miller chose not to attend a meeting, then Vontz, as the only other shareholder, could still vote and the quorum would be met.
It appears that ruling has done little to resolve the family feud.
Days later Miller filed a motion asking the appeals court to reconsider its decision.
Heidelberg distributes Anheuser-Busch products locally.
“Motions for reconsideration … almost never go anywhere, yet they’re filed all the time,” Judge Martin said at a January 5 court hearing about the future of the case.
At that hearing, Burke, an attorney for Vontz, worried that if a shareholder meeting was called, the Miller side of the family would “come up with some way to obstruct it or to frustrate it,” according to a transcript of the hearing.
Burke even asked the judge to hold the shareholder meeting in a Common Pleas courtroom.
But it is unlikely that meeting will happen anytime soon.
Miller filed a motion to stay the case on Wednesday, so that Vontz could not call a meeting while courts are still considering disputed issues.
In the meantime, Miller also filed a motion asking the appeals court to certify a question of law, which would allow her to appeal to the Ohio Supreme Court.
There are two legal questions at hand – whether an equal shareholder owes a heightened fiduciary duty to the other; and whether a court has the authority to rewrite a company’s quorum requirement.
“This case involved a lot of – at least in Ohio – somewhat novel issues,” Martin said.
Now it is up to the appeals court to decide if this legal saga will continue.
