The parties' agreement, self-prepared by defendant, provides for a sale of 20% of the subject business, a limited liability company, by defendant to plaintiff for $180,000, and that plaintiff is to receive 20% and defendant 80% of the business's "gross proceeds." Obviously, the distribution of gross proceeds, without provision for payment of expenses, is an unworkable arrangement reflecting the parties' inexperience and confusion as how to document their arrangement, and indeed the record shows that the parties understood that business's expenses had to be paid. Accordingly, the February 7 order was properly modified, and the parties' agreement effectively reformed, to eliminate the requirement of payment of gross proceeds ( see George Backer Mgt. Corp. v Acme Quilting Co., 46 NY2d 211, 219; S S Media v Vango Media, 84 AD2d 356, 360). In view of the foregoing, plaintiff's motion for contempt was properly denied insofar as based on defendant's failure to comply with that part of the February 7 order as required payment of gross proceeds. Insofar as the motion for contempt was based on defendant's failure to comply with that part of the February 7 order as required production of financial records to a court-appointed auditor and payment of the auditor's fee, the motion was properly denied upon a showing of the business's poor financial condition and the difficulties in reconstructing its financial history. We reject plaintiff's argument that the absence of a provision in the Limited Liability Company Law expressly authorizing a buyout in a dissolution proceeding rendered the IAS court without authority to grant the parties mutual buyout rights, and find that it is an equitable method of liquidation to allow either party to bid the fair market value of the other party's interest in the business, with the receiver directed to accept the highest legitimate bid. However, it was improper to appoint a private attorney as a receiver to value the business and then sell it without court oversight, and we accordingly modify to provide that the receiver's valuation and sale be subject to court confirmation ( see Furey v Furey, 104 AD2d 318, appeal dismissed 64 NY2d 646). Plaintiff's argument that the receiver should also be authorized to operate the business is raised for the first time on appeal and we decline to entertain it.