“My husband and I met friends for our weekly dinner out tonight. The choice tonight was Goodwood Brewing Co. We started off with an order of Brisket Totchos, which were fabulous.”

– Leslie, Yelp review, Lexington

AT GOODWOOD BREWING, the food is comforting, the beers come in flights, and the atmosphere immediately makes you feel like a regular.

“I’m in the hospitality industry,” says Ted Mitzlaff, CEO of Goodwood Brewing & Spirits. “There’s nothing I love more than providing food, safety, and fun for my patrons.”

The growing company has three locations in Kentucky and is adding a fourth. Their Louisville taproom hosts live music every weekend, including a Saturday afternoon “Bluegrass Jam,” where anyone is invited to bring an instrument, pull up a seat, and join in.

Wednesdays are board game and bingo nights. Kids are welcome in the taproom. Sometimes Goodwood even hosts yoga classes, where they serve “beermosas.”

“This place has personality and funk.”

– Vyvian, Yelp review, Louisville

Goodwood started with beer. “We were kind of at the forefront of the craft beer movement,” Ted explains.

The company is known for its innovative barrel-aging techniques: Goodwood takes barrels that have held bourbon and recycles them for beer-aging, infusing its beer with heady bourbon notes. They’re located in “bourbon Mecca,” as Ted puts it, and have access to barrels from some of the best distilleries in the country, including Buffalo Trace, Four Roses, and Rabbit Hole.

Ted has entrepreneurial energy. He’s a chemical engineer and sees opportunities that others don’t. A few years ago in 2019, Goodwood reverse-engineered its beer-aging process to launch a bourbon that’s finished in beer barrels. They also produced about 10,000 barrels of beer for distribution in 16 states. The company tripled its revenues that year. 

But that was before COVID-19.

“Being a whiskey guy, Scott, the bartender, suggested the Goodwood Bardstown. Amazing. Dropped a few ice cubes in the drink and the smooth honey flavor really jumped! Scott then spent 20 minutes telling me all about how the whiskey was made, the Bardstown legend… the German castle in the country (you’ll have to ask him!). The entire experience was solid gold… and Scott is my new standard by which all bartenders will forever be measured.”

– Brian, Yelp review, Louisville

Goodwood Brewing’s taprooms are what sociologists and urban planners call “third places.” 

Everyone needs somewhere to go besides home (the first place) and work (the second place). We naturally crave “joyful association in the public domain,” as sociologist Ray Oldenburg, who coined the term “third place,” puts it.

A third place could be a church, park, or theater. But for much of America, third places are restaurants and bars that make us feel welcome—a place where we can meet with friends, take our families, or chat with strangers. Think Monk’s Café in Seinfeld, Central Perk in Friends, or the bar in Cheers

Even a McDonald’s can be an essential third place: The Guardian says that McDonald’s restaurants have become “de-facto community centers” in low- and middle-income neighborhoods across America. Newlyweds celebrate there, retirees meet there for morning coffee, and Bible groups gather there weekly. Unlike actual community centers, The Guardian notes wryly, a restaurant like McDonald’s is “free of bureaucracy.” 

When COVID-19 spread rapidly across the globe in the spring of 2020, restaurants and bars around the country were forced to close. Americans hunkered down at home. 

The lights in our favorite third places went out.

“I can’t wait to go back again.”

– Don, Yelp review, Frankfort

When Goodwood was forced to close for onsite consumption in March 2020, Ted says, it was “a punch to the gut.” 

Those were the numbing early days of the pandemic, when everything felt surreal and temporary. “It was billed as 14 days to flatten the curve,” Ted remembers. “So we thought, well, we can close for two weeks. And it won’t be that big a deal.”

But of course, the lockdowns didn’t end after two weeks. COVID cases and deaths multiplied. Reality set in: The world wasn’t going to snap back to normal anytime soon.

Goodwood Brewing had 80 people on staff in March 2020. They were forced to lay off almost everyone—reducing their staff to five.

Ted felt awful. “A lot of our employees in the service industry live check to check,” he says.

The company did what it could. Goodwood had about $80,000 in food inventory, so they gave most of it away to their employees. “They were able to go grocery shopping, basically, at Goodwood,” Ted says. Anything employees didn’t take, Goodwood gave to charity.

When some employees had trouble paying rent, Ted stepped in and negotiated with the employees’ landlords so they could stay in their apartments. And he was able to offer some folks hourly construction work: Because Goodwood’s doors were closed anyway, Ted figured he could tackle a few long-planned renovation projects—building a basement office at the Frankfort location, adding new bathrooms in Louisville—that would give staff an opportunity to make money.

A couple months slid by like this. 

Then, in May 2020, Kentucky Governor Andy Beshear announced that restaurants could reopen again—with caveats.

And that’s when new, manmade difficulties began for Goodwood.

“The food was amazing, but the highlight of our stop was our waitress Ronda. She was an absolute sweetheart.”

– Michael, Yelp review, Frankfort

When a state declares a state of emergency—as all 50 states did during the early days of the pandemic, some of which still have active emergencies declared to this day—the governor suddenly has access to a full suite of emergency powers.

That means a single executive gains sweeping authority that under normal circumstances would belong to the legislature. Instead of Kentucky’s 138-person General Assembly deliberating new COVID policies, Governor Andy Beshear simply announced the policies unilaterally.

Some of the governor’s policies were arbitrary or ineffective—and they seemed to shift without reason.

Initially, restaurants were capped at 33% capacity—meaning, two-thirds of the seats had to be empty. In July, Governor Beshear dropped the cap to 25%; then, a month later, he raised it to 50% but added a 10 p.m. cutoff for service.

Tables had to be six feet apart. “The six-foot rule was actually based on tuberculosis, over a hundred years ago,” Ted says. “So the six feet was arbitrary, nonsensical.” It eventually was trimmed to three feet.

Customers weren’t allowed to sit at the bar, but they could sit at tables near the bar. And then suddenly customers were allowed to sit at the bar—but only between plastic dividers with no more than two people in each section.

“It’s a magic wall,” Ted jokes about the plastic dividers. 

Between the dividers and other protective equipment inside, and the tents and heaters Goodwood set up outside, the company spent about $100,000 bringing their spaces up to date with Governor Beshear’s shifting COVID policies.

“We did everything we could to comply with the regulations,” Ted says. “The last thing I want to be accused of is trying to get my employees sick or trying to get patrons sick.”

“I LOVE this place. The longer it’s open, the better the beer gets. This Christmas, the porter and milk stouts were absolutely brilliant!”

– Melody, Yelp review, Frankfort

As a chemical engineer, Ted has some experience sanitizing spaces: In his pre-Goodwood life, he owned a chemical company that specialized in sanitizing food processing plants. COVID was a new ballgame, of course—but still, Ted says, “I know a lot about controlling microbes.” Whether or not the governor was handing down COVID restrictions, Ted would have followed through with his own plans to keep customers as healthy as possible. “We took extraordinary steps to make sure that everything was clean, sanitary, and safe,” he emphasizes.

But some of the governor’s rules didn’t make sense to Ted. How would a 10 p.m. curfew prevent the spread of COVID? And why did restaurants face restrictions that other industries didn’t? Goodwood’s Lexington taproom is next to a mall. Ted would sit in the taproom, which was open under a capacity cap, and watch shoppers enter the mall in droves. “You’d see literally thousands of cars in the parking lots, and we were restricted,” he says. “So it was very, very frustrating.” 

Worse, the constant policy changes left him scrambling to keep up. “You couldn’t plan for the next week, the next month,” he says. “You didn’t know what the restrictions were going to be.”

The low point came in November 2020, when Kentucky restaurants were ordered to shut their doors once again.

“The service was friendly and fast, and the people working in there were happy to see my friend’s kid, and I thought that was real nice too.”

– Brett, Yelp review, Louisville

For many restaurants and bars, Governor Beshear’s orders to close again were “a death knell,” Ted says. He was on group emails with other restaurant owners who lost all faith at that point and decided to close for good. A couple people he knew in the industry committed suicide.

Ted once again was left with an inventory of food at Goodwood, so he once again gave it away to employees and charity. He couldn’t give away beer, so he was forced to throw it away.

By the end of 2020, Goodwood had lost $2 million in revenue.

“The brewmaster took his time to explain the different styles they brew in premise. I’ll be back, no doubt!!”

– Matt, Yelp review, Louisville

As the world approached the one-year mark of the pandemic in spring 2021, Governor Beshear was still invoking emergency powers to impose COVID restrictions on Kentucky. Restaurants were open again—but with strict and constantly changing limits on how they could serve customers.

By that point, Pacific Legal Foundation was working with Pegasus Institute in Kentucky to draft a bill that would limit the governor’s exercise of emergency powers to a 30-day window unless the Kentucky General Assembly voted to extend it. The time limit is crucial: Emergency powers make sense when there’s an acute threat and simply no time for legislative action. During the early days of the COVID-19 pandemic, that held true. But once a legislature has time to act, it’s no longer necessary to give a governor sweeping authority. Unilateral decision-making cannot be allowed to continue indefinitely.

The bill passed—but Governor Beshear pushed back, first vetoing the bill. After the legislature overrode his veto, Governor Beshear filed suit to prevent the restrictions from going into effect.

Ted had seen enough. He and a couple other Kentucky businesses filed a lawsuit against the governor. PLF represented them at no cost.

“You can’t have executive orders in perpetuity,” Ted says. “You’re not king.”

Ted had seen so many Kentucky restaurants close permanently during the pandemic. Many of those closings would have happened no matter what restrictions the governor handed down. COVID—which spreads among people who laugh with each other, share food, hug, and shake hands—is simply a natural enemy of the hospitality industry. It was inevitable that some restaurants and bars would become its victims. Just across the border in Indiana, where restaurants were allowed to open normally, 10% of restaurants failed during the pandemic. But in Kentucky, a stunning 30% of restaurants failed—three times the Indiana rate, and nearly double the national average.

“We went here for dinner on Father’s Day. Our server was super friendly and very helpful. She made our evening so nice. The food was really good and the live music topped off our perfect night.”

– Cathy, Yelp review, Frankfort

Ted Mitzlaff at Goodwood’s Louisville taproom.

Goodwood faced online blowback for its lawsuit against the governor. 

“There’s some nasty things said, misinformed, uninformed, saying that I wanted to kill my patrons, that I didn’t care about people’s health,” Ted says. “It’s nonsense. I don’t like being called negative things on social media and having lies told about me,” Ted says.

But a strange thing happened: After Goodwood filed its suit, its popularity with customers actually increased.

“Our business at our restaurants doubled,” Ted says. “People were in support of what we were doing.”

Goodwood was even able to buy a brewery in Indianapolis that had gone out of business. They hired back the brewery’s old staff and opened the first Indiana Goodwood taproom. Across all its locations, the company now has double the employees it did before COVID.

“Maybe it’s luck, but every time I go in, there is an awesome band. Not to mention the beer and shareable pretzel app!”

– Holli, Yelp review, Louisville

The lawsuit, Goodwood Brewing Company v. Beshear, went all the way to the Kentucky Supreme Court.

In June 2021, right around the date of the hearing, Governor Beshear reopened the state. The court decided that because the challenged orders were no longer in effect, the case was moot. However, the same day the court announced the decision, it also announced its decision in the governor’s suit against Kentucky lawmakers: a unanimous vote to uphold the emergency powers reform law.

It was a significant victory for Kentucky—a victory to which Ted’s lawsuit contributed.

Ted bears no ill will or bitterness toward the governor. “I want my state to be successful,” he says. “I have nothing against Governor Beshear personally.” If he had the opportunity, he’d offer the governor a beer. “Hopefully, we could find more in common than we have apart.”

For PLF, our work to limit governors’ emergency powers continues: We’ve worked with groups and legislators in 15 states to pass emergency powers reform bills—and we already have wins in 10 states.

Meanwhile, Goodwood’s doors are open. Bartenders are pouring; waitresses are serving; the kitchens are busy. There’s music, games, and laughter—the sounds of people enjoying each other’s company.

Goodwood means something to its community. If it had been forced out of business by the one-two punch of COVID and the governor’s ineffective restrictions, Ted and his employees would have lost their livelihoods—and the community would have lost a source of shared joy.

But Goodwood survived. Now, they’re more popular than ever.

“It’s a fun business to be in,” Ted says. “We make beer and bourbon. So at the end of the day, we might have difficult conversations and it might be a push and shove at times—and then we gather around the bar and we have a pint. And we look forward to the next day.”

Watch PLF’s short documentary about Goodwood, featuring our interview with Ted:


THE HOT BROWN

This classic Kentucky sandwich dates to Prohibition-era Louisville, when the Brown Hotel’s chef sought to satisfy the early morning cravings of guests who’d been up all night dancing.

To make your Mornay sauce: Create a roux in a saucepan by melting butter over medium-low heat and slowly whisking in flour. Cook for a minute while stirring. Then whisk in heavy cream and milk and cook for an additional 2-3 minutes, until it begins to simmer. Remove the saucepan from heat and whisk in the Pecorino Romano cheese until the sauce is smooth. Add nutmeg, salt, and pepper to taste.

To assemble two open-face sandwiches: Preheat your broiler. In a toaster, toast four slices of Texas Toast. Cut two slices of the toast diagonally to create triangles, then set aside. Place the other two slices in a foil-lined baking sheet. Divide the sliced turkey evenly and place on the two sandwiches. Add two slices of tomato to each sandwich, then season with salt and pepper. Spoon half the Mornay sauce over each sandwich. Put the baking pan under the broiler and broil until the sauce is bubbling and brown in spots, about 4-5 minutes. Remove the sandwiches from the oven and place each on a plate. Add two triangles of toast next to your sandwich on each plate, and spoon sauce from baking dish onto the plates. Then top each sandwich with two slices of bacon and garnish with paprika, parsley, and a little extra Pecorino Romano cheese.

2 tbsp butter

2 tbsp flour

1 cup heavy cream

1 cup whole milk

¼ cup grated Pecorino Romano cheese (plus more for garnish)

10 oz sliced roasted turkey breast

4 slices of Texas Toast or Pullman’s White Bread

4 slices of cooked bacon

4 slices of tomato

Nutmeg

Salt and pepper    

Paprika

Parsley