The Supreme Court issued a pivotal ruling today, Oct. 11 that left one side proclaiming victory in a bitter, three-year-old legal dispute between family factions over control of Heidelberg Distributing Co.
The Ohio Supreme Court voted unanimously to decline to hear an appeal in the case, leaving intact an appeals court decision that largely supported the position of the man who filed the lawsuit, Albert W. Vontz III, against his sister Carol V. Miller and other members of Miller’s family, all of whom are involved in the day-to-day operations of the beer-and-wine distribution company. Heidelberg and the Miller family had appealed the case to the state’s highest court in March 2017, and it took the court seven months to rule that it would not hear the case.
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“We are very pleased that the Supreme Court unanimously declined to hear the appeal and left the court of appeals decision intact,” James E. Burke, attorney for Vontz, told this news outlet via email this morning. “The case now will go back to the trial court to enforce the decision of the Court of Appeals.”
That decision largely favored Vontz’s position. Burke said Vontz “got virtually everything he sought” in the lawsuit. It would be possible for the Miller family to ask the U.S. Supreme Court to hear the case, “but that almost certainly would be a futile gesture,” Burke said.
A spokeswoman for the Miller family did not comment on specific questions about the decision and its potential impact, and said Miller family members are “still processing the decision” of the supreme court justices.
RELATED: Long-running Heidelberg Distributing lawsuit stalls (September 2017)
The lawsuit began nearly three years ago, in December 2014, when Vontz, president and co-chairman of Heidelberg Distributing, sued Miller and several of Miller’s family members, claiming they had “seized control” of the company and were “oppressing the third and fourth generations” of his own family. The lawsuit alleged that the Miller family paid themselves exorbitant salaries, engaged in wasteful spending and misappropriated company assets.
Vontz and Miller are the grandchildren of Heidelberg’s founder, 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.
In their sharp-edged legal response to the lawsuit, the Millers claimed Vontz “has never held a meaningful working position” with Heidelberg and “slept through or played video games on his iPad” while attending company board meetings. Vontz “is compensated at an approximate multiple of eight to 15 times higher” than the company’s CEO “for significantly less contribution to the business,” the Millers said.
Carol Miller’s family has been deeply involved in the day-to-day operations of the distribution company. Her husband Vail Miller Sr. led the company for more than 40 years and serves as co-chairman, and her son Vail Miller Jr. is currently serving as CEO. But her brother Vontz is owner of 50 percent of the voting shares of Heidelberg, and holds the titles of president and co-chairman of its board, according to court documents.
The Hamilton County Common Pleas Court trial judge’s initial decision favored Vontz’s position, although it did not award him monetary damages. Members of the Miller family appealed the judge’s decision in the fall of 2015. A three-judge panel of the Ohio 1st District Court of Appeals left intact most, but not all, of the trial judge’s ruling. The judges returned the case to the trial judge for further rulings in line with the appeals court’s decision.
But on April 5, following the filing of an appeal by the Miller family, Ohio Supreme Court Chief Justice Maureen O’Connor issued a stay which temporarily set aside the impact of those previous decisions, while the state’s highest court weighed whether to accept the appeal and review the case. With today’s decision, that stay is lifted, so the case will return to Hamilton County Common Pleas Court for final resolution in line with the appeals court decision.
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, 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, Heidelberg employs more than 1,600 and serves more than 26,000 retail accounts.
The company also recently scored a national shout-out from Wines & Vines Magazine, which in its September issue compiled and published a list of the top 10 wine distributors in the country — and Heidelberg made the list at number 6. The list includes some distributors that dwarf Heidelberg in size.
The trial judge who presided over the initial case, Hamilton County Common Pleas Judge Steven E. Martin, took the somewhat unusual step of writing a letter to both factions in the case prior to issuing his final ruling in late 2015. In it, Judge Martin wrote:
“This is a dispute between good people who together have inherited and then further built an enormously successful business. I encourage the parties to continue to discuss settlement. The time you spend in court is time not spent managing the business.”