concurring in part and dissenting in part.
1. To the extent of, and for the reasons hereinafter discussed, I dissent to the majority opinion.
2.1 concur with Division 1 of the majority opinion, but it must be stated for clarity that, as evidentiary rules regarding the admissibility of evidence are applicable in a summary judgment proceeding, hearsay evidence is without probative value and cannot be considered unless it is a part of the res gestae. Strickland v. DeKalb Hosp. Auth., 197 Ga. App. 63, 65 (2a) (397 SE2d 576). After discounting inadmissi*381ble hearsay, I tend to view the viable evidence of record in a somewhat different light than my colleagues in the majority.
3. Appellees asserted, and I agree, that Must Software has no rights to appellee Parker’s terms and conditions of employment contract. Incidentally, appellee’s position was supported by the expert opinion contained in the affidavit of the general counsel and secretary of D&B who so informed the corporate counsel of Must. This opinion is indicative of the intent of D&B, as to the scope of the assignment agreement, when it was entered into with Must. The majority concludes, inter alia, that although D&B’s employment agreement rights were assigned to Must only “ ‘to the extent that such employment agreements relate to the System and the NOMAD2 Business (as defined in the Asset Purchase Agreement This proviso merely served to exclude from the assignment the right to enforce those employment agreement rights which are unrelated to that part of the business which was sold to Must.” (Emphasis supplied.) This interpretation is over-restrictive and, in effect, serves to revise and expand the scope of the assignment as evidenced by the clear words thereof. Nor do I agree that “[t]he purchase agreement documents clearly show . . . that Must was assigned the right to enforce any violation of an employment agreement that related in any way to that part of the business sold by Must.” In my view, the majority has tortured the plain language of the assignment agreement to arrive at this interpretation. “Courts are not at liberty to revise contracts while professing to construe them.” Stuckey v. Kahn, 140 Ga. App. 602, 606 (1) (231 SE2d 565).
Examination of the applicable assignment provisions and the terms of the relevant documents incorporated therein reveals that Must intentionally was assigned by D&B only very limited rights to appellee Parker’s terms and conditions of employment contract, as alleged by appellees. The record does not reflect that Must was at a bargaining disadvantage when entering the assignment agreement with D&B. If D&B and Must in fact intended to assign to Must the full right of enforcement of all the terms and conditions of employment contracts entered between D&B and its current and former employees, it would have been an easy matter to so provide in the assignment agreement in clear and unambiguous terms.
The assignment agreement on its face provides that D&B retained its right as the employer under such employment agreements with respect to matters other than those pertaining to the System and the Nomad2 Business. And review of the referenced Asset Purchase Agreement and the exhibit provisions therein incorporated likewise reveals that the terms “System” and “Nomad2 Business” referred to in the assignment document substantially limit the scope of Must’s assignment of rights under Parker’s terms and conditions of employ*382ment contract. Thus, it appears clearly and unequivocally from these documents that Must has been assigned enforceable rights under Parker’s terms and conditions of employment contract only to the extent that the provisions thereof directly relate to the development of the Nomad2 computer software systems and its various related systems, or to the marketing of licenses pertaining thereto and to the Nomad2 Business. “Where the terms of a written contract are clear and unambiguous [as here], the court will look to the contract alone to find the intention of the parties” (Health Svc. Centers v. Boddy, 257 Ga. 378, 380 (359 SE2d 659)); and, it is the duty of the courts to construe and enforce contracts as made, and not to make them for the parties (Sasser & Co. v. Griffin, 133 Ga. App. 83, 86 (2a) (210 SE2d 34)).
The majority justifies its departure from these sound rules by asserting that to construe the agreement, according to its plain language as I have done, leads to an absurd result. I find nothing absurd about this result; it is far more likely that the restrictive language was inserted intentionally in the assignment agreement by D&B to protect people like Parker who were not going to be hired by Must. In this regard, I note that Must did not rely upon the old D&B conditions of employment as to those D&B employees whom it elected to hire; rather it required them to enter into new conditions of employment contracts with Must. I also find informative, the opinion voiced by the general counsel and secretary of D&B and the totality of the circumstances which the record reveals about Parker’s release from employment by D&B to facilitate his non-hiring by Must. Under all these circumstances, I find it entirely possible and not at all absurd that D&B did not want to vest Must with the power to preclude its former loyal employees from earning a livelihood by utilizing their knowledge and skills acquired with D&B for as long as those skills would remain viable in the fast changing world of software technology. However, informed speculation notwithstanding, the motive of D&B for its conduct bears no relevancy to the legal issue of contract interpretation. In final analysis, an unambiguous contract states what it means and means what it states, no more and no less. On the face of this assignment contract, Must was not vested with the right to enforce the terms and conditions of employment contract signed between D&B and Parker.
As, in my opinion, Must was not entitled to enforce Parker’s conditions of employment agreement with D&B, the trial court did not err in granting summary judgment to defendant Parker on Counts I, II and V of the complaint.
4. I agree that the nondisclosure covenant in Bihm’s and Oliver’s conditions of employment contract is unenforceable. These nondisclosure covenants expressly attempt to prevent the nondisclosure of *383“know-how” and thus prohibit, without time limitation, Bihm and Oliver from using with any new employer their subjective knowledge (such as skill and dexterity) which they acquired at both D&B and Must. Howard Schultz & Assoc. v. Broniec, 239 Ga. 181, 188 (4) (236 SE2d 265); Prudential Ins. Co. &c. v. Baum, 629 FSupp. 466 (3, 4) (N.D. Ga.); Wesley-Jessen v. Armento, 519 FSupp. 1352, 1362 (23) (N.D. Ga.); compare Thomas v. Best Mfg. Corp., 234 Ga. 787 (1, 2) (218 SE2d 68).
I also agree that the non-solicitation provisions contained in the terms and conditions of employment contracts of Bihm and Oliver are not overly broad and vague; these provisions are enforceable. Nevertheless, I believe the trial court did not err in granting summary judgment in favor of appellee Bihm as to claims for violation of the non-solicitation for hiring provisions of her contract. After identifying hearsay evidence and applying the rule discussed in Division 2 above, I believe there exists, at best, only a shadowy semblance of an issue of Bihm’s violation of any non-solicitation for hiring provisions contained in the terms and conditions of her employment contract. Summary judgment law does not require a movant/defendant to establish that no issue of fact whatsoever remains, but only that no genuine issue of material fact remains; and while some shadowy semblance of an issue may exist, regarding these averments, the case may nevertheless be decided as a matter of law where, as here, the evidence shows clearly and palpably the jury could reasonably draw but one conclusion. Strickland v. DeKalb Hosp. Auth., supra at 65 (2a); compare Dozier v. Wallace, 169 Ga. App. 126, 129 (4 b) (311 SE2d 839).
The majority concludes the trial court erred in granting summary judgment to defendant Bihm on Must’s claim in Count II of the complaint for breach of the non-solicitation clause of her employment contract. As above discussed, I believe the trial court did not err in granting summary judgment to Bihm on Must’s claim in Count II in view of the posture of the record, particularly after all hearsay evidence is identified and accorded no probative value as required by law.
5. I agree with appellees that the trial court did not err in denying appellant’s motion for partial summary judgment with respect to appellees/defendants’ counterclaim for common-law abusive litigation. The counterclaim averred inter alia that appellant has engaged in abusive litigation by virtue of asserting in its complaint certain claims that lack substantial justification and that were asserted for purposes of harassment.
The redefined elements of the common-law claim of abusive litigation are: “Any party who shall assert a claim, defense, or other position with respect to which there exists such a complete absence of any justiciable issue of law or fact that it reasonably could not be *384believed that a court would accept the asserted claim, defense, or other position; or any party who shall bring or defend an action, or any part thereof, that lacks substantial justification, or is interposed for delay or harassment; or any party who unnecessarily expands the proceeding by other improper conduct, including, but not limited to, abuses of discovery procedures, shall be liable in tort to an opposing party who suffers damage thereby. The term ‘lacks substantial justification’ shall mean substantially frivolous, substantially groundless, or substantially vexatious.” (Emphasis supplied.) Yost v. Torok, 256 Ga. 92, 96 (344 SE2d 414). Applying this definition and in view of my conclusions as to the correctness of the trial court’s rulings, I conclude the trial court did not err in denying appellant’s motion for partial summary judgment, thereby allowing appellees’ counterclaim to go to a jury for resolution. See Remler v. Shiver, 200 Ga. App. 391 (408 SE2d 139).
Additionally, while the gist of the conspiracy actions in this case may inextricably be based upon the same joint tortfeasor conduct asserted in other counts and, in effect, a restatement of such counts, this does not mean that the averment of conspiracy counts is merely the legal equivalent of averring the underlying joint tortfeasor counts for all purposes. Claims of conspiracy include a gravamen not found in the mere claim of the underlying tortious conduct to which they pertain, and it enables the party asserting the claim to introduce certain types of evidence in proof of the averred conspiracy that might not otherwise be relevant to prove the underlying tortious conduct itself. The conspiracy claims in this case were substantially groundless and substantially frivolous; moreover, considering the stigma inherently attached to a tortious “conspiracy,” by nature of the gravamen of the claim, when such a claim is, as in this case, without substantial basis it is also substantially vexatious.
Further, as the majority concedes, the trial court did not err in granting summary judgment to Bihm and Oliver as to Count V, breach of the nondisclosure clause, and this certainly would create a jury issue as to the matter of counterclaim. The pattern of numerous, broad, related averments asserted in this case, coupled with the obvious lack of substantial justification for averring some of them, standing alone would give rise to a genuine issue of material fact as to the counterclaim. See generally Remler, supra.
The trial court has broad power to control its proceedings so as to ensure that the interests of justice are served, and even “in a close case, a trial court may deny summary judgment and anticipate a second opportunity to consider its ruling on a subsequent motion for directed verdict.” Porter v. Felker, 261 Ga. 421, 422 (2) (405 SE2d 31). The trial court in my view properly denied Must’s motion for summary judgment as to the abusive litigation counterclaim.
*385Decided December 5, 1991 Reconsideration denied December 20, 1991 Vincent, Chorey, Taylor & Feil, Celeste McCollough, for appellant. Bovis, Kyle & Burch, Steven J. Kyle, for appellees.I am authorized to state that Presiding Judge McMurray joins in this dissent.