G.R. No. 149756 - Ramos vs. Sarao

Contract and Transaction
On February 21, 1991, spouses Jonas and Myrna Ramos executed a “Deed of Sale under Pacto de Retro” covering their conjugal house and lot for ₱1,310,430, granting themselves six months to repurchase at the same price plus 4.5% monthly interest; failure to pay interest or repurchase would render the sale absolute.
The Torrens title was delivered to Susana S. Sarao, who agreed to hold it until the repurchase period expired.

Tender and Litigation
On July 30, 1991, Myrna Ramos tendered ₱1,633,034.20 via two manager’s checks; Sarao allegedly refused them as insufficient.
Myrna filed a redemption suit (Civil Case No. 91-2188) on August 8, 1991, deposited the same checks with the RTC on August 13, 1991, and caused annotation of lis pendens on the title.
On December 21, 1991, Sarao filed a petition to consolidate ownership (Civil Case No. 91-3434); both cases were consolidated and tried before RTC Branch 145 in Makati City.

Trial Testimonies and Rulings Below
Myrna Ramos testified the transaction was a loan of ₱1,234,000 (plus ₱20,000 attorney’s fees) to avert bank foreclosure, that market value was ~₱10 million, and that she consistently sought and relied on Sarao’s computations before tendering payment and consigning the amount.
Sarao testified the contract was a bona fide pacto de retro sale, that Ramos failed to pay monthly interest, that Jonas Ramos admitted incapacity to redeem, and that she incurred taxes and expenses—refusing the tender as insufficient.
The RTC dismissed the redemption complaint and granted Sarao consolidation of title; the Court of Appeals affirmed on August 31, 2001, holding (a) the pacto de retro valid and (b) the tender and consignation invalid.

Whether the Deed of Sale under Pacto de Retro is in reality an equitable mortgage.
Whether there was valid tender of the redemption price and valid consignation.
Whether the appellate court erred in denying petitioner’s claim for moral damages and attorney’s fees.