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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