Was this a misuse of power by the CEO? IHD was an international hospital company with hospitals

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Was this a misuse of power by the CEO?

IHD was an international hospital company with hospitals in three different Central and South American countries. Cliff, IHD’s chief operating officer, had worked for the corporation for more than eight years and invested countless hours making the hospitals profitable. IHD was a privately held company with big plans but minimal financial backing. Cliff had built and was supervising ten hospitals that offered general acute care. The hospitals differentiated their care from that of their competitors by offering an “American”-style clinic practice, hiring only US-trained physicians and obtaining Joint Commission accreditation. Over time, this strategy was successful.
Cliff was dedicated to helping his company succeed. For instance, when he had to terminate a CEO in one of the larger hospitals, he could not find the right replacement immediately, so he moved to the location for six months to take the reins until he felt most of the major problems had been addressed and a competent CEO could be found. He also traveled extensively and was on the road about 40 percent of the time, visiting different IHD hospitals in all three countries. Cliff was the lynchpin that made the company successful. At least this is what he was told many times by the majority owner and CEO.
The CEO and Cliff had a good relationship. They frequently met to talk about the hospitals’ operations and challenges. The CEO also gave Cliff the highest possible evaluations and, when money was available, significant bonuses. Cliff felt he could trust his boss.
However, in Cliff’s ninth year, as a result of activities of corrupt officials in one country, IHD was seriously considering divesting the six hospitals it owned in that country. This concerned Cliff, as it would leave him only four hospitals to run. While these discussions were ongoing, Cliff was approached by another US company that was buying a system of 11 hospitals in Chile and asked if he might be interested in becoming its divisional CEO and supervising its international facilities. After doing due diligence, and given the uncertainty with IHD, Cliff could see that this would be a great opportunity for him, as he would have a significant increase in salary and prestige.
Prior to accepting the offer, Cliff decided to meet with his boss to let him know about the planned move. He explained the circumstances, the offer, and his plan to resign and take the new position. The CEO responded by thanking him for his efforts but then pulled out Cliff’s employment contract, which included a noncompete clause. The CEO threatened to sue Cliff to enforce the contract and even enjoin the other company if he accepted the position, claiming that IHD would lose all of its investment in him if he left.

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