Beer family court battle continues with appeal

One party has filed an appeal in the ongoing family-battle over
control
of Heidelberg Distributing Co., the region's largest beer
distributor.
A lawyer for Carol Miller, a co-owner of the company, and other
members
of her family, filed notice Nov. 20 of appeal to the Ohio First
District Court of Appeals, prolonging the nearly year-long legal
battle
over control of the 77-year-old company.
In late October, Hamilton County Common Pleas Judge Steven Martin
ruled that the company must hold a Dec. 31 shareholder meeting, and
that both the co-owners must attend or be held in contempt of
court.
"This should not be a problem since both have agreed to attend such
a
meeting if ordered by the court," the judge wrote in his
ruling, adding that "the plaintiff shall be allowed to have equal
representation on the board of directors."
"I would not hesitate to enforce it by any means within the law,"
continued Martin, who, at the time of the ruling said he would
continue
to monitor the case. The judge sent both sides a letter informing
them
of his decision, in which he suggested they settle their
differences.
The judgement was entered Nov. 20, and the appeal was filed the
same
day.
The judgment and ensuing appeal, stemmed from a lawsuit filed in
December 2014, by Albert Vontz III, co-owner of the nation's 14th
largest beer distribution company, against his sister Carol Miller,
the
other co-owner. The suit also names other members of Miller's
immediate
family, one of whom is the company's chief legal officer.
Vontz's suit originally alleged a variety of problems at
Heidelberg, ranging from the misappropriation of company assets to
usurpation of corporate authority to inflated salaries for company
officials.
He subsequently amended the suit to remove most of the original
claims.
The suit ultimately focused on his request for an annual meeting,
in
part so he could arrange for a transfer of his interest in the
business. His suit claimed that the company has not held a
shareholder
meeting in more than a decade.
Martin completed a two-day bench trial in September.
The suit accused the Miller family of attempting to wrest
Heidelberg
from the Vontz family.
One allegation in the suit was that the Miller family has packed
the
Heidelberg board with five family members, compared to just one
member
of the Vontz family. The suit also accused the Millers trying to
buy
out Vontz at a price "far below the fair value." The offer was made
at
a Dec. 5, 2014 meeting as " `take it or leave it' " without
negotiation.
In an answer filed in April to the suit, the Millers said Vontz
had suffered no damages. They also point out that Albert Vontz Jr.
named current CEO Vail Miller Jr. (Carol Miller's son) to the
Heidelberg board in 1996.
In his ruling, Martin stated that Vontz showed beyond a reasonable
doubt that an injunction would be required to hold a much needed
shareholder meeting.
"The defendants have come up with a series of nightmare scenarios
and
called them 'legitimate business purposes' to justify retaining
perpetual control over the company."
Albert Vontz Jr., father to both parties in the suit, presided over
Heidelberg during its rapid growth starting in the 1950s. He died
in
2002.
Named in the suit are Albert Vontz III's brother-in-law, Vail
Miller
Sr., and two other Miller family members.
Vontz and Carol Miller each own 50 percent of the voting shares of
Queensgate-based Heidelberg.
Vontz sought a permanent injunction that would prevent the Miller
family from seizing control of Heidelberg's board.
Heidelberg also operates facilities in Dayton, Evendale, Columbus,
Cleveland and Hebron. It employs more than 1,400 workers. The
organization generates more than $660 million in sales and serves
more
than 20,000 retail accounts throughout Ohio and Kentucky.
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