Introduction

In Philippine commercial and civil practice, parties frequently execute a Memorandum of Agreement, or MOA, to record their rights, obligations, deliverables, payment terms, timelines, and remedies. When one party fails to perform under the MOA, the usual consequence is a civil action for breach of contract, specific performance, rescission, damages, or collection of sum of money.

But the question often arises: Can breach of a MOA also be prosecuted as estafa?

The answer is: Yes, but not automatically. A mere failure to comply with a MOA does not, by itself, constitute estafa. It may become estafa only when the facts show the essential elements of the crime under the Revised Penal Code, particularly deceit, fraudulent intent, or misappropriation, depending on the kind of estafa alleged.

In Philippine law, the line between civil liability and criminal liability is important. Courts are careful not to convert every contractual dispute into a criminal case. Estafa requires something more than non-payment, delay, or non-performance.

I. What Is a Memorandum of Agreement?

A Memorandum of Agreement is a written contract or agreement between two or more parties. It may cover many kinds of transactions, such as:

sale or purchase agreements;
joint venture arrangements;
construction or service contracts;
agency or distributorship agreements;
loan-related undertakings;
investment arrangements;
lease-related commitments;
employment or consultancy arrangements;
settlement agreements;
supply, delivery, or procurement obligations.

A MOA is generally governed by the Civil Code of the Philippines, particularly the law on obligations and contracts. Under Article 1159 of the Civil Code, obligations arising from contracts have the force of law between the parties and should be complied with in good faith.

Thus, when a party violates a MOA, the default legal characterization is usually civil breach of contract.

II. What Is Estafa?

Estafa is a criminal offense punished under Article 315 of the Revised Penal Code. It generally involves defrauding another person through abuse of confidence, deceit, false pretenses, fraudulent acts, or misappropriation.

Estafa may arise in several forms, but in MOA-related disputes, the most relevant categories are:

estafa with abuse of confidence, especially misappropriation or conversion;
estafa by false pretenses or fraudulent acts, commonly called deceit-based estafa;
estafa involving postdated checks, where applicable;
estafa through fraudulent inducement to enter into an agreement.

The central issue is whether the accused merely failed to perform a contractual obligation, or whether the accused committed fraud punishable as a crime.

III. General Rule: Breach of a MOA Is Not Automatically Estafa

A breach of a MOA is usually a civil matter. The injured party may sue for:

collection of money;
damages;
rescission;
specific performance;
accounting;
injunction, in proper cases;
enforcement of a penalty clause, if any.

The law does not punish a person criminally simply because he failed to pay, failed to deliver, failed to finish work, failed to return money, or failed to comply with a contractual promise.

The reason is simple: estafa requires criminal fraud. A civil breach may involve negligence, business failure, inability to pay, changed circumstances, delay, misunderstanding, or poor performance. These are not necessarily crimes.

Philippine jurisprudence has repeatedly recognized that mere failure to pay a debt or perform a contractual obligation does not constitute estafa. Fraud must be clearly shown.

IV. When Breach of a MOA May Become Estafa

A breach of a MOA may be considered estafa when the facts show that the agreement was used as a vehicle for fraud.

The usual situations are:

the accused induced the complainant to sign the MOA through false representations;
the accused never intended to perform from the beginning;
the accused received money or property under an obligation to deliver, return, or apply it to a specific purpose, but misappropriated it;
the accused abused the complainant’s trust;
the accused used deceit prior to or simultaneous with the execution of the MOA;
the accused concealed material facts to obtain money or property;
the accused converted funds or property for personal use despite a fiduciary or trust-based obligation.

The key is that fraud must exist at the time of, or before, the transaction, not merely after a party fails to perform.

V. Breach of MOA Versus Estafa: The Core Distinction

The distinction may be summarized this way:

Situation	Usual Legal Character
Party fails to pay under a MOA because of financial difficulty	Civil breach
Party fails to deliver goods due to supply issues	Civil breach, unless fraud is proven
Party receives money as a loan and fails to repay	Usually civil, not estafa
Party receives money for a specific purpose and diverts it for personal use	Possible estafa
Party enters MOA using false credentials, fake authority, or fabricated facts	Possible estafa
Party promises future performance but later defaults	Usually civil, unless intent to defraud existed from the start
Party receives property in trust and refuses to return it	Possible estafa
Party merely denies liability under the MOA	Usually civil dispute
Party issues bouncing checks connected to the MOA	Possible criminal liability depending on facts; may involve estafa and/or B.P. Blg. 22

The most important question is not simply “Was the MOA breached?” but rather: “Was there deceit, abuse of confidence, or misappropriation amounting to estafa?”

VI. Estafa by Misappropriation or Conversion

One of the most common MOA-related estafa claims involves misappropriation or conversion under Article 315, paragraph 1(b) of the Revised Penal Code.

This form of estafa generally requires:

the offender received money, goods, or property;
the receipt was in trust, on commission, for administration, or under an obligation to deliver or return the same;
the offender misappropriated or converted the money or property, or denied receiving it;
the misappropriation caused prejudice to another.

A. Meaning of Misappropriation

Misappropriation means using money or property for a purpose different from that agreed upon, especially when the accused was obligated to return it, deliver it, or hold it for a specific purpose.

B. Meaning of Conversion

Conversion means treating another person’s money or property as one’s own, contrary to the terms under which it was received.

C. Application to a MOA

A MOA may create obligations that resemble trust, agency, administration, or fiduciary arrangements. For example:

Party A gives Party B ₱5,000,000 under a MOA specifically for the purchase of construction materials for a project. Party B is required to account for the money and return unused amounts. Instead, Party B uses the funds for personal expenses and refuses to account.

This may support a charge for estafa by misappropriation because the money was received for a specific purpose and allegedly converted.

By contrast:

Party A lends Party B ₱5,000,000 under a MOA, and Party B promises to repay in six months. Party B fails to pay.

This is usually a civil debt, not estafa, unless there was fraud from the beginning or other criminal elements are present.

VII. Estafa by False Pretenses or Fraudulent Acts

Another common theory is estafa through deceit under Article 315, paragraph 2 of the Revised Penal Code.

This form usually involves:

a false pretense, fraudulent act, or deceit;
the false representation was made before or simultaneously with the transaction;
the complainant relied on the representation;
the complainant parted with money, property, or rights because of the deceit;
damage or prejudice resulted.

A. Deceit Must Precede or Accompany the MOA

For estafa by deceit, the fraudulent representation must generally occur before or at the time the complainant enters into the MOA or parts with money or property.

A false promise made after the fact is usually insufficient. Likewise, a mere failure to fulfill a promise is not automatically proof that the promise was fraudulent when made.

B. Examples of Possible Deceit

A MOA breach may amount to estafa if the accused obtained money or property by falsely claiming:

that he owned land or assets that he did not own;
that he had government permits or licenses that did not exist;
that he was authorized by a corporation or landowner when he was not;
that he had a buyer, investor, or supplier already secured when none existed;
that funds would be placed in escrow but were instead immediately diverted;
that documents were genuine when they were forged;
that the project was approved, funded, or operational when it was fictitious.

In these situations, the MOA is not merely breached; it may have been the instrument by which the complainant was deceived.

VIII. The Requirement of Fraudulent Intent

Fraudulent intent, or intent to defraud, is central to estafa.

In MOA disputes, courts look for signs that the accused had no intention to comply from the beginning. Because intent is a mental state, it is usually proven by circumstantial evidence.

Possible indicators include:

immediate disappearance after receiving money;
use of fake names, fake addresses, or fake business identities;
fabrication of documents;
false claims of authority;
refusal to account despite repeated demands;
diversion of funds to unrelated personal purposes;
use of the same scheme against multiple victims;
concealment of material facts before signing the MOA;
selling or pledging property that the accused did not own;
making representations that were objectively false when made.

However, courts must distinguish these from ordinary business failure. A project may fail without criminal intent. A party may default without being a swindler.

IX. Demand: Is It Required?

Demand is often relevant in estafa by misappropriation, but it is not always an absolute element in the same way for every form of estafa.

In misappropriation cases, demand is commonly used as evidence that the accused failed to return, deliver, account for, or apply the property as agreed. It may help prove conversion or misappropriation.

A typical demand letter may state:

the existence of the MOA;
the money or property received;
the specific obligation to return, deliver, account, or apply the funds;
the breach or refusal;
a deadline to comply;
reservation of civil and criminal remedies.

However, the absence of a formal demand is not always fatal if misappropriation or conversion can be proven by other evidence. Still, in practice, demand letters are often important because they create a clear record of refusal or failure to account.

X. Non-Payment Under a MOA

Non-payment alone is generally not estafa.

For example:

A MOA states that Party B shall pay Party A ₱1,000,000 on a certain date. Party B fails to pay.

This is ordinarily a civil action for collection of sum of money. The creditor cannot automatically file estafa merely because payment was not made.

To elevate the matter to estafa, there must be additional facts, such as:

Party B obtained the money through deceit;
Party B issued checks with fraudulent intent under circumstances amounting to estafa;
Party B never intended to pay and used false pretenses to induce the transaction;
Party B received money not as a debtor but as trustee, agent, administrator, or custodian and then misappropriated it.

The law does not allow imprisonment for debt. Criminal prosecution cannot be used merely to pressure payment of a civil obligation.

XI. Failure to Deliver Goods or Services

Failure to deliver goods or services under a MOA is also usually civil.

For example:

A supplier signs a MOA to deliver equipment by a certain date. The buyer pays a down payment. The supplier fails to deliver because of importation delays.

This is likely a civil breach, not estafa.

But it may become estafa if the supplier:

had no actual source of goods;
falsely claimed the goods were already available;
submitted fake invoices or shipping documents;
diverted the buyer’s funds to personal use despite a specific-purpose arrangement;
induced the buyer to pay through false representations existing at the time of payment.

The decisive issue is whether the failure was due to ordinary breach or fraudulent inducement.

XII. Investment MOAs and Estafa

Investment-related MOAs are fertile ground for estafa complaints.

A party may invite another to invest in a business, project, trading activity, lending scheme, construction venture, land development, importation project, or financing arrangement. The parties may sign a MOA promising profit-sharing, guaranteed returns, or repayment.

A failed investment is not automatically estafa. Business risk is not a crime.

However, estafa may arise where the supposed investment was fraudulent from the start. Examples include:

the project did not exist;
the accused had no authority to solicit investments;
the promised collateral was fake or already encumbered;
the accused used new investors’ money to pay old investors;
documents were falsified;
the accused concealed that the business was insolvent;
the funds were diverted from the agreed investment purpose;
guaranteed profits were promised despite no legitimate revenue source.

In some cases, facts may also implicate securities laws, investment-solicitation regulations, syndicated estafa, or large-scale fraud, depending on the number of victims and the nature of the scheme.

XIII. MOA Involving Agency, Trust, or Administration

A MOA may create an agency relationship. For example:

one party is authorized to sell property on behalf of another;
one party collects payments for the principal;
one party receives goods on consignment;
one party manages funds for a project;
one party holds documents, titles, or assets for a limited purpose.

If the agent, administrator, or custodian receives money or property and then appropriates it personally, estafa may be possible.

Example:

A property owner signs a MOA with an agent authorizing the agent to sell lots and remit proceeds. The agent sells several lots, collects payments from buyers, and keeps the proceeds.

This may be estafa because the agent received the proceeds under an obligation to remit them.

But if the relationship is a simple debtor-creditor relationship, the case is usually civil.

XIV. Loan Agreements Disguised as MOAs

Many MOAs are essentially loan agreements. They may be called “investment agreements,” “funding agreements,” “project finance agreements,” or “memoranda of agreement,” but the substance may be a loan.

In a loan, ownership of the money passes to the borrower, who becomes obligated to pay an equivalent amount. Failure to pay is usually civil.

This is important because estafa by misappropriation requires that the money or property be received in trust, on commission, for administration, or under an obligation to return or deliver the same thing.

In a true loan, the borrower generally does not hold the money in trust. The borrower owes a debt. Thus, non-payment of a loan is not estafa absent deceit.

The title of the document is not controlling. Courts examine the real nature of the transaction.

XV. Postdated Checks Connected to a MOA

MOAs often require issuance of postdated checks. If the checks bounce, several legal consequences may arise.

A. Batas Pambansa Blg. 22

A bouncing check may give rise to liability under Batas Pambansa Blg. 22, also known as the Bouncing Checks Law, if the statutory elements are present.

B.P. 22 is different from estafa. B.P. 22 punishes the making or issuance of a worthless check, while estafa punishes fraud.

B. Estafa Involving Checks

A bouncing check may also be evidence of estafa if the check was used as a means of deceit to obtain money or property.

The timing matters. If the check was issued at or before the complainant parted with money or property, it may support estafa if the other elements are present. If the check was issued merely as payment for a pre-existing obligation, it is less likely to establish estafa by deceit.

Thus, a bounced check under a MOA may create:

civil liability;
possible B.P. 22 liability;
possible estafa liability, depending on fraud and timing.

XVI. Corporate Officers and MOA-Related Estafa

MOAs are often signed by corporate officers. When a corporation breaches a MOA, can its officers be charged with estafa?

Possibly, but not merely because they are officers.

Criminal liability is personal. A corporate officer may be liable if he or she personally participated in the fraud, personally made the false representations, personally misappropriated funds, or directly authorized the fraudulent act.

A person cannot be convicted simply because he is president, director, treasurer, or signatory of the company. There must be proof of personal participation and criminal intent.

However, where the officer personally induced the complainant, received the funds, controlled the transaction, or directed the diversion of funds, criminal liability may attach.

XVII. Civil Case and Criminal Case May Coexist

A breach of MOA may give rise to both civil and criminal proceedings if the facts support both.

For example, a complainant may:

file a criminal complaint for estafa before the prosecutor’s office;
seek restitution or damages in the criminal action;
separately file a civil action, subject to rules on independent civil actions, reservation, or implied institution of civil action.

Under Philippine procedural rules, the civil action for recovery of civil liability arising from the offense is generally deemed instituted with the criminal action unless waived, reserved, or previously instituted.

However, the civil liability based on contract and the civil liability arising from crime may involve different legal bases. Care must be taken to avoid procedural complications, forum shopping issues, or inconsistent positions.

XVIII. Probable Cause in MOA-Related Estafa Complaints

At the preliminary investigation stage, the prosecutor determines whether there is probable cause to charge the respondent with estafa.

The complainant must submit evidence showing more than breach. Useful evidence may include:

the signed MOA;
proof of payment or delivery of property;
receipts, bank transfers, checks, deposit slips;
messages showing representations made before the transaction;
corporate records or authority documents;
proof that representations were false;
demand letters;
replies or admissions;
accounting records;
affidavits of witnesses;
proof of diversion or personal use of funds;
proof of refusal to return, remit, or account.

The respondent may counter with:

proof of partial performance;
evidence of good faith;
business records showing legitimate use of funds;
proof of inability to perform due to external causes;
evidence that the transaction was a loan;
proof that no false representation was made;
evidence that the complainant knew the risks;
evidence that the dispute is purely civil.

XIX. Defenses Against Estafa Based on Breach of MOA

Common defenses include:

1. The Case Is Purely Civil

The accused may argue that the complaint is merely for breach of contract, collection of sum of money, or damages.

2. No Deceit at the Inception

If the accused intended to perform when the MOA was signed, later failure may not be estafa.

3. No Misappropriation

The accused may show that funds were used for the agreed purpose or that the money became a debt, not trust property.

4. Good Faith

Good faith is inconsistent with criminal intent. Evidence of attempts to perform, partial payments, communications, and accounting may negate fraud.

5. Novation

In some situations, novation or restructuring may affect criminal liability, but it does not automatically extinguish estafa if the crime had already been committed. The effect depends on timing and facts.

6. The MOA Created a Debtor-Creditor Relationship

If the complainant’s remedy is to collect a debt, criminal estafa may not lie absent fraud.

7. Lack of Damage or Prejudice

Estafa requires prejudice or damage. If no legally cognizable prejudice occurred, the charge may fail.

8. Lack of Personal Participation

For corporate officers or representatives, absence of personal participation may be a defense.

XX. Novation of a MOA and Its Effect on Estafa

Parties sometimes execute a second MOA, settlement agreement, restructuring agreement, or payment plan after the original breach. This raises the issue of novation.

As a rule, novation of a contract does not automatically extinguish criminal liability if estafa was already committed before the novation. Criminal liability is an offense against the State, not merely a private claim.

However, if the facts show that the parties’ subsequent agreement merely confirms that the matter is a civil debt and that no fraud existed from the beginning, it may affect the prosecutor’s or court’s view of the case.

The timing is important:

If novation occurs before any criminal fraud is committed, it may show no estafa arose.
If novation occurs after estafa has already been committed, it generally does not erase criminal liability.
If the case is doubtful and the later agreement shows a civil restructuring, it may help show lack of criminal intent.

XXI. Settlement and Compromise

Payment, compromise, or settlement may affect the civil aspect of the case but does not automatically extinguish criminal liability for estafa.

Estafa is a public offense. Once criminal liability attaches, settlement does not necessarily bar prosecution. However, settlement may:

reduce or extinguish civil liability;
affect the complainant’s willingness to participate;
be considered in plea bargaining, where allowed;
affect penalty-related considerations;
serve as evidence of good faith in appropriate cases.

Still, parties should not assume that a compromise agreement automatically dismisses an estafa case.

XXII. Syndicated Estafa and Large-Scale MOA Fraud

In more serious situations, MOA-related schemes may involve multiple victims, investment solicitations, corporations, associations, or groups of persons. Depending on the facts, prosecutors may consider more serious charges, including syndicated estafa.

Syndicated estafa generally involves fraud committed by a syndicate, often associated with entities or associations formed or used to defraud the public. The penalties and consequences may be severe.

A MOA used repeatedly to solicit money from multiple persons for a fictitious or fraudulent enterprise may expose participants to greater criminal liability.

XXIII. The Role of Good Faith

Good faith is often the deciding factor between civil breach and estafa.

Acts showing good faith may include:

partial delivery or partial payment;
written updates explaining delay;
transparent accounting;
willingness to return unused funds;
legitimate business records;
documented external causes of non-performance;
efforts to renegotiate before default;
absence of false representations;
use of funds consistent with the MOA.

Acts suggesting bad faith may include:

immediate disappearance;
false identities;
fabricated documents;
contradictory explanations;
refusal to account;
diversion of funds;
multiple similar complaints;
concealment of essential facts;
use of funds for unrelated personal expenses.

Good faith does not automatically defeat civil liability, but it may negate criminal fraud.

XXIV. Importance of the MOA’s Wording

The wording of the MOA matters. Certain clauses may affect whether the obligation is civil, fiduciary, trust-based, or agency-based.

Relevant clauses include:

purpose of funds;
obligation to account;
obligation to return unused funds;
ownership of money or property;
authority to sell, collect, or receive;
restrictions on use of funds;
liquidation requirements;
escrow provisions;
representations and warranties;
remedies in case of default;
acknowledgment of receipt;
penalty clauses;
dispute resolution clauses.

A MOA that says money is received “as a loan” may support a civil characterization. A MOA that says funds are received “in trust,” “for administration,” “for a specific project,” “for remittance,” or “subject to liquidation” may support a misappropriation theory if the funds are diverted.

Still, wording alone is not conclusive. Courts look at the substance of the transaction.

XXV. Practical Examples

Example 1: Pure Civil Breach

A contractor signs a MOA to renovate a building. The owner pays a down payment. The contractor begins work but fails to complete the project due to cash flow problems.

This is likely civil. The owner may sue for damages, rescission, or recovery of the uncompleted value. Estafa may be difficult unless the contractor obtained the down payment through deceit or diverted funds under a trust-like obligation.

Example 2: Possible Estafa by Deceit

A person signs a MOA claiming to own a parcel of land and receives payment from a buyer. It later turns out he never owned the land and knew this when he signed.

This may be estafa because the payment was induced by false representation.

Example 3: Possible Estafa by Misappropriation

A project manager receives ₱2,000,000 under a MOA to pay suppliers and workers, subject to liquidation. Instead, he uses the money to pay personal debts and refuses to account.

This may constitute estafa by misappropriation.

Example 4: Loan Default

A borrower signs a MOA acknowledging receipt of ₱500,000 and promising to repay ₱600,000 after six months. The borrower fails to pay.

This is generally civil. Non-payment of a loan is not estafa unless fraud existed at inception.

Example 5: Investment Scheme

A promoter signs MOAs with multiple investors for a supposed importation business. He shows fake purchase orders, fake shipping documents, and fake bank confirmations. The business does not exist.

This may support estafa, possibly even a more serious fraud theory depending on the number of victims and structure of the scheme.

XXVI. Evidentiary Questions Courts Usually Examine

In deciding whether a MOA breach may be estafa, the following questions are important:

What exactly did the MOA require?
Was money or property delivered?
Was the money delivered as a loan, investment, trust fund, agency fund, or payment?
Did the accused have an obligation to return the same money or property?
Did the accused have an obligation to account or liquidate?
Were representations made before the MOA was signed?
Were those representations false when made?
Did the complainant rely on those representations?
Did the accused perform partially?
Did the accused communicate transparently after receiving money?
Was there a demand to return, remit, deliver, or account?
What was the accused’s response?
Was the money used for the agreed purpose?
Was there damage or prejudice?
Was there proof of intent to defraud?

The answer depends heavily on documentary evidence and surrounding circumstances.

XXVII. The Danger of Criminalizing Contract Disputes

Philippine courts are cautious about complainants using estafa charges to pressure debtors or contractual counterparties. A criminal complaint should not be used as a collection tool where the facts show only non-payment or breach.

This protects the constitutional and policy principle against imprisonment for debt. It also preserves the distinction between civil obligations and public offenses.

At the same time, courts do not allow a person to hide behind a contract when the contract was merely a device to defraud another.

The law therefore strikes a balance:

mere breach is civil;
breach plus deceit or misappropriation may be criminal.

XXVIII. Remedies Available to the Aggrieved Party

A party injured by breach of a MOA may consider several remedies.

A. Civil Remedies

collection of sum of money;
damages;
specific performance;
rescission;
reformation of contract, in proper cases;
accounting;
recovery of possession or property;
injunction or provisional remedies, where available;
attachment, where legal grounds exist.

B. Criminal Remedies

If facts support estafa, the complainant may file a criminal complaint before the Office of the City or Provincial Prosecutor. The complaint should include affidavits and supporting documents.

C. Alternative or Complementary Proceedings

Depending on the transaction, other remedies may be available before:

barangay conciliation, if applicable;
small claims court, for qualifying money claims;
regular courts;
arbitration, if agreed;
administrative agencies, if regulated activities are involved;
the Securities and Exchange Commission, in investment-related matters;
law enforcement agencies, for fraud schemes.

The proper remedy depends on the facts, amount involved, parties, and nature of the agreement.

XXIX. Drafting MOAs to Reduce Estafa-Related Disputes

Parties can reduce disputes by drafting MOAs clearly. Important clauses include:

exact amount received;
nature of receipt: loan, investment, trust fund, advance, deposit, or payment;
specific purpose of the funds;
whether the receiving party must account or liquidate;
timeline for performance;
deliverables;
representations and warranties;
authority of signatories;
consequences of default;
return or refund provisions;
dispute resolution mechanism;
venue;
notices and demand procedure;
documentation requirements;
remedies cumulative clause.

A well-drafted MOA helps distinguish between civil default and fraudulent misappropriation.

XXX. Red Flags Before Signing a MOA

Before entering into a MOA, parties should watch for warning signs:

refusal to provide identification or corporate documents;
unclear authority of signatory;
unrealistic guaranteed returns;
pressure to pay immediately;
vague project details;
no verifiable business address;
refusal to issue receipts;
inconsistent explanations;
lack of permits or licenses;
insistence on cash payments;
absence of accounting mechanisms;
fake-looking documents;
no proof of ownership of property;
refusal to allow due diligence.

These red flags may later become relevant in proving deceit, but they are better addressed before money or property changes hands.

XXXI. Key Legal Principles

The following principles summarize the Philippine approach:

A MOA is generally a civil contract.
Breach of a MOA is not automatically estafa.
Estafa requires deceit, abuse of confidence, or misappropriation.
Fraud must generally exist before or at the time of the transaction.
Mere non-payment of a debt is not estafa.
A loan default is usually civil, absent fraud.
Misuse of funds held in trust or for a specific purpose may be estafa.
False representations that induce the signing of the MOA may support estafa.
Demand is often important evidence, especially in misappropriation cases.
Good faith may negate criminal intent.
Settlement does not automatically erase criminal liability if estafa was already committed.
Corporate officers are liable only if personally involved in the fraud.
The substance of the transaction controls over the title of the document.
Criminal prosecution should not be used merely as a collection device.

XXXII. Conclusion

A breach of a Memorandum of Agreement may be considered estafa in the Philippines only when the breach is accompanied by the elements of estafa under the Revised Penal Code. The mere fact that a party failed to pay, deliver, perform, or comply with a MOA is not enough.

The decisive factors are deceit, fraudulent intent, abuse of confidence, misappropriation, and prejudice. If the MOA was entered into in good faith and the dispute concerns failure to perform, the remedy is generally civil. But if the MOA was used to obtain money or property through false pretenses, or if funds entrusted for a specific purpose were diverted or converted, criminal liability for estafa may arise.

In short: breach of a MOA is not estafa by itself; breach of a MOA plus fraud may be estafa.