Legal Question in Business Law in New York

(2) Shareholders enter into an agreement, were one shareholder sells and assigns their shares in a corporation to the other shareholder of the corporation. The second shareholder signed a promissory note at the time of the agreement that they promise to pay for the shares that are being sold and assigned to them, which includes interest for the unpaid balance on a specified date. In addition, the agreement states specific dollar amount to be paid for the shares and that the entire principal will be paid in its entirety within 3 years.

Several days after the agreement was made between the two shareholders and the promissory note signed the original shareholder of the shares in good faith transferred and assigned their shares to the second shareholders.

10 years have passed and the 2nd shareholder has not made one payment or any interest payments on the sell and assign agreement of the shares.

Since the 2 shareholders agreement and issuance of the promissory note the first shareholder has passed away and is deceased.

Question - Is the 2nd shareholder obligated to still pay the principal and accumulated interest for the shares that have been transferred and assigned to them in good faith by the first shareholder?

Question - Would the 2nd shareholder be obligated to pay the principal and interest to the estate of the deceased or the corporation that the shares are in?

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