Re Rica Gold Washing Co (1879) 11 Ch D 36 is a UK insolvency law case concerning the liquidation when a company is unable to repay its debts.

Hall VC dismissed the petition, holding that his interest was not sufficient.

The only allegation that I can find as to how long he has been a shareholder, is, that he is now, and for six months past has been, the holder of the shares.

Now I will say a word or two on the law as regards the position of a Petitioner holding fully paid-up shares.

He is not liable to contribute anything towards the assets of the company, and if he has any interest at all, it must be that after full payment of all the debts and liabilities of the company there will remain a surplus divisible among the shareholders of sufficient value to authorize him to present a petition.

I am not going to lay down any rule as to what that must be, but if he shewed only that there was such a surplus as, on being fairly divided, irrespective of the coats of the winding-up, would give him £5, I should say that would not be sufficient to induce the Court to interfere in his behalf.

That being the state of the law, I will first of all mention generally how this petition is wrong, and then I will discuss it a little in detail.

You are not entitled on a petition any more than in an action to say to the other side, “You have defrauded me; you have obtained my money by fraud.” You must state the facts which you say amount to a fraud, so that the other party may know what he has to meet.

In the next place, of course you must shew that the relief to be obtained on the ground of the fraud would increase the assets of the company; and even then I am not prepared to go this length, that if a petitioner shews that there are no other possible available assets except those which may be obtained by the successful prosecution of proceedings against directors or others to get back money which they are liable to pay by reason of some fraud committed, that would as a general rule be sufficient to support a winding-up petition.

One which I think worth mentioning is where the majority of the shareholders side with the directors or other persons who have committed the fraud, and so prevent the company's bringing an action to make them liable.

It obviously relates to the management of the business of the company, and does not shew that the directors will necessarily command a majority in general meeting.

That may be called hypercritical, but when we come to deal with vague allegations of this kind I think no criticism is too severe.

He has caused to be prepared and intends to present petitions for winding up the said Malpaso Gold Washing Company, Limited, and the said Malabar Gold Washing Company Limited, concurrently with the present petition.

Therefore, really, when the petition is fairly looked at, there is no allegation of any assets left, much less of there being any surplus in which the Petitioner could participate after payment of the debts and costs of the winding-up.

I am sorry to say I have had a very lengthened experience in winding-up cases, both at the Bar and on the Bench, and I cannot believe that a shareholder who has seventy-five £1 paid-up shares can imagine that he has sufficient interest to make it worth his while to present a winding-up petition.

We must look at the extent of his interest as reasonable men, and as men having experience in these matters, and speaking as such, I have no doubt that, as the Vice-Chancellor says, this is not a bonâ fide petition, but a petition presented with a very different object than that of obtaining for the Petitioner the £75, or any part of it.