The bitter public fight between brother and sister co-owners of Heidelberg Distributing Co. is not over, despite a judge’s ruling in late October ordering a shareholder’s meeting.
An attorney for the losing side of the family filed notice on Nov. 20 of appeal to the Ohio First District Court of Appeals, meaning the court saga could continue for another year.
Albert Vontz III sued his sister, Carol Miller, claiming her side of the family had taken control of Heidelberg and was operating it “as their personal fiefdom.”
Their two-day trial in September offered a rare glimpse into a large family business that is fraying after 77 years. It also showed what can happen when two siblings each own 50 percent of a company’s voting stock and they can’t agree.
Yet, Hamilton County Court of Common Pleas Judge Steven Martin resoundingly sided with Vontz. He ordered Miller to attend a shareholder’s meeting on Dec. 14 or be held in contempt of court and possibly taken to jail.
“While this decision, depending on your point of view, may seem good or harsh, it is the order of the court. I will not hesitate to enforce it by any means within the law,” Martin wrote. “Mrs. Miller’s failure to attend would be at once contempt of court.”
Miller had long avoided attending a shareholder’s meeting to keep her side of the family in power. She “trampled” on her brother’s rights and would continue to do so unless he intervened, Martin wrote in his ruling.
But Miller’s attorney, Dan Buckley, is taking that ruling to a higher court. He is making the same argument he made unsuccessfully to Martin: that a judge has no authority under Ohio law to force Miller to attend a shareholder’s meeting.
In the meantime, Buckley asked the judge to stay his ruling, or put it on hold, until the appeals court decides. This would give Miller a temporary reprieve from the shareholder's meeting. Martin has not ruled on this issue yet.
One Man, One Truck
What happens at a December shareholder’s meeting could affect the company’s 1,600 employees. Some family members worried that Heidelberg could lose its contract with Anheuser Busch.
By all accounts, Heidelberg is a successful company and the nation’s 14th largest distributor of beer, wine and spirits. Its annual sales climbed to $661 million in 2013, according to court documents.
Heidelberg serves 26,000 retailers in Ohio and Kentucky, and has nine warehouses and offices. But it had a humble beginning.
It began as “one man, one truck,” when Albert Vontz, a young German immigrant, drove 60 miles each day from Covington to Dayton, Ohio to sell beer to retailers after the Prohibition ended and breweries began to sell beer beyond their neighborhoods.
His son, Albert Vontz II, expanded the company, acquiring the rights to distribute Anheauser-Busch products in 1959 and 1960.
Vontz was the sole leader of Heidelberg, and when he died in 2002, he left his voting shares to his two children, Vontz III and Miller.
The siblings began fighting in late 2010, soon after their mother, Esther Vontz, died. At that point, three of the Millers' children, who were older, had already been appointed to the board of directors. But Vontz’s son, Albert Vontz VI, was too young to be “ceremonially appointed,” as was the family custom at age 18, he testified.
Although Vontz, as 50 percent owner, is entitled to half of the seats on the company’s board of directors, he only has one – his own.
Meanwhile his sister’s side of the family occupies five of those seats. Miller’s husband, Vail Miller Sr., is co-chairman, and their three children all have big roles in the company and seats. Brooke Miller Hice is the chief legal officer. Her brother Michael Miller is vice president of sales and marketing, and her other brother, Vail Miller Jr., is CEO.
While Vontz agreed at some point to let his sister’s family occupy those seats, the judge said, “he did not waive his rights permanently.”
Vontz testified that he is concerned the board is putting him and the company further in debt. Meanwhile the company already owes him millions, he testified.
By refusing to attend a shareholder’s meeting, Miller essentially locked the board in place.
“There is no remedy … There is nothing you can do,” said Buckley, attorney for the Miller family, in his opening statement. “The court lacks the authority to order Carol Miller to attend.”
But the judge saw things differently.
“As long as (Vontz) has a different vision for the company, the defendants never intend to let him act as a 50 percent shareholder. There is no basis in law for this position,” Martin wrote.
Now it will be up to the appeals court to decide. Lawyers must file the 500-page transcript from the trial by Jan. 29.