of a city has been invariably treated by this and appurtenances, with the land upon
court as belonging to the latter class, and which they were situated, should be forever
consequently subject to state and county tax-exempt from state, county, and city taxes.
ation. In our opinion, the property in ques- But such a provision falls short of a plain
tion is under the Constitution subject to tax- expression by the legislature that at no
ation, and the statute enacted in pursuance time would it exercise the reserved power of
of it operated to repeal the special act of May *amending or repealing the act under which[239]
1, 1886."
the property was acquired. The utmost
that can be said is that it may be inferred
from the terms in which the exemption was
declared, that the legislature had no purpose
at the time the act of 1886 was passed to
withdraw the exemption from taxation; not
that the power reserved would never be ex-
erted, so far as taxation was concerned, if
in the judgment of the legislature the pub-
lic interests required that to be done. The
power expressly reserved to amend or repeal
a statute should not be frittered away by
any construction of subsequent statutes
based upon mere inference. Before a statute

particularly one relating to taxationshould be held to be irrepealable, or not subject to amendment, an intent not to repeal or amend must be so directly and unmistakably expressed as to leave no room for doubt; otherwise, the intent is not plainly expressed. It is not so expressed when the existence of the intent arises only from inference or conjecture.

The views we have expressed as to the power of the legislature under a reservation made by general statute of the right to amend or repeal are supported by many adjudged cases. Tomlinson v. Jessun, 15 Wall. 454, 457 [21: 204, 205]; Maine C. Railroad Co. v. Maine, 96 U. S. 499, 510 [24: 836, 841]; Atlantic & G. Railroad Co. v. Georgia, 98 U. S. 359, 365 [25: 185, 188]; Hoge v. Richmond & D. Railroad Co. 99 U. S. 348, 353 [25: 303, 304]; Sinking Fund Cases, 99 U. S. 700, 720 [25: 496, 502]; Greenwood v. Union Freight R. Co. 105 U. S. 13, 21 [26 L. ed. 961, 965]; Close v. Greenwood Cemetery, 107 U. S. 466, 476 [27: 408, 412]; Spring Valley Waterworks Co. v. Schottler, 110 U. S. 347, 352 [28: 173, 176]; Louisville Gas Co. v. Citizens' Gas Co. 115 U. S. 683, 696 [29: 510, 515]; Gibbs v. Consolidated Gas Co. 130 U. S. 396, 408 [32: 978, 984]; Sioux City Street Railway v. Sioux City, 138 U. S. 98, 108 [34: 898, 902]; Louisville Water Co. v. Clark, 143 Ú. S. 1, 12 [36: 55, 58]. In Tomlinson v. Jessup, above cited, referring to the reserved power to amend and repeal, this court said: "The

We are of opinion that the exemption from taxation embodied in that act did not tie the hands of the commonwealth of Kentucky so that it could not, by legislation, withdraw such exemption and subject the property in question to taxation. The act of 1886 was passed subject to the provision in a general statute of Kentucky above re-object of the reservation, and of similar ferred to, that all statutes "shall be subject reservations in other charters, is to prevent to amendment or repeal at the will of the a grant of corporate rights and privileges legislature, unless a contrary intent be in a form which will preclude legislative intherein plainly expressed." If that act interference with their exercise, if the public any sense constituted a contract between the interest should at any time require such incity and the commonwealth, the reservation terference. It is a provision intended to in an existing general statute of the right to preserve to the state control over its conamend or repeal it was itself a part of that tract with the corporators, which, without contract. Griffin v. Kentucky Ins. Co. 3 that provision, *would be irrepealable and[240] Bush, 592 [96 Am. Dec. 259]. The city ac- protected from any measures affecting its obcepted the act of 1886 and acquired under ligation. There is no subject over which it it the property taxed subject to that reser- is of greater moment for the state to prevation. There was in that act no "plainly serve its power than that of taxation. expressed" intent never to amend or to re- Immunity from taxation, constituting in peal it. It is true that the legislature said these cases a part of the contract with the that the reservoirs, machinery, pipes, mains, government, is, by the reservation of power

However much we may doubt the soundness of any interpretation of the state Constitution implying that lands and buildings are not public property used for public purposes when owned and used under legislative authority by a municipal corporation-one of the instrumentalities or agencies of the state, for the purpose, and only for the purpose, of supplying that corporation and its people with water, and when the net revenue from such property must be applied in the improvement of public ways, we must as sume, in conformity with the judgment of the highest court of Kentucky, that section 170 of the Constitution of that commonwealth cannot be construed as exempting the lands in question from taxation. In other words, we must assume that the phrase "pub[238]lic purposes" in that section means "governmental purposes," and that the property here taxed is not held by the city of Covington for such purposes, but only for the "profit or convenience" of its inhabitants, and is liable to taxation at the will of the legislature, unless at the time of the adoption of the Constitution of Kentucky it was exempt from taxation in virtue of some contract the obligation of which is protected by the Constitution of the United States.

The fundamental question in the case, then, is whether at the time of the adoption of that Constitution the city of Covington had, in respect of the lands in question, any contract with the state the obligation of which could not be impaired by any subsequent statute or by the present Constitution of Kentucky adopted in 1891. If the exemption found in the act of 1886 was such a contract, then it could not be affected by that Constitution any more than by a legislative enactment.

such as is contained in the law of 1841, sub- | contends,-there would still be no ground for
ject to be revoked equally with any other holding that the city had in the act of 1886
provision of the charter whenever the legis- a contract within the meaning of the Con-
lature may deem it expedient for the public stitution of the United States. A municipal
interests that the revocation shall be made. corporation is a public instrumentality es-
The reservation affects the entire relation tablished to aid in the administration of the
between the state and the corporation, and affairs of the state. Neither its charter nor
places under legislative control all rights, any legislative act regulating the use of
privileges, and immunities derived by its property held by it for governmental or pub-
charter directly from the state." So in lic purposes is a contract within the mean-
Railroad Co. v. Maine, above cited: "By ing of the Constitution of the United States.
the reservation in the law of 1831, which is If the legislature choose to subject to taxa-
to be considered as if embodied in that act tion public property held by a municipal cor-
[one subsequently passed], the state retained poration of the state for public purposes, the
the power to alter it in all particulars con- validity of such legislation, so far as the na-
stituting the grant to the new company, tional Constitution is concerned, could not
formed under it, of corporate rights, privi- be questioned.
leges, and immunities. The existence of the
corporation, and its franchises and immuni-
ties, derived directly from the state, were
thus kept under its control."

*

*

In New Orleans v. New Orleans Water Works Co. 142 U. S. 79, 91 [35: 943, 947], after referring to previous adjudications, this court said that the authorities were full In our consideration of the question of and conclusive to the point that & municipal contract we have assumed, in harmony with corporation, being a mere agent of the state, the judgment of the court of appeals of Ken- "stands in its governmental or public char tucky, that the property in question was held acter in no contract relations with its sovby the city only for the profit or conven- ereignty, at whose pleasure its charter may ience of its people collectively, that is, in its be amended, changed, or revoked without the[242} proprietary, as distinguished from its gov- impairment of any constitutional obligation, ernmental, character. There are cases ad- while with respect to its private or proprie judging that the extent of legislative power tary rights and interests it may be entitled over the property of municipal corporations, to the constitutional protection." Chancelsuch as incorporated towns and cities, may lor Kent, in his Commentaries, says: "In depend upon the character in which such respect to public or municipal corporations, property is held. Mr. Dillon, in his work which exist only for public purposes. as on Municipal Corporations, says: "In its counties, cities, and towns, the legislature, governmental or public character, the corpo- under proper limitations, has a right to ration is made, by the state, one of its in-change, modify, enlarge, restrain, or destroy struments, or the local depositary of certain them; securing, however, the property for limited and prescribed political powers, to the uses of those for whom it was purchased. be exercised for the public good on behalf A public corporation instituted for purposes of the state rather than for itself. In this connected with the administration of the respect it is assimilated, in its nature and government may be controlled by the legislafunctions, to a county corporation, which, as ture, because such a corporation is not a conwe have seen, is purely part of the govern- tract within the purview of the Constitution [241]mental machinery of the sovereignty which of the United States. In those public corcreates it. Over all its civil, political, or porations there is, in reality, but one party, governmental powers, the authority of the and the trustees or governors of the corpolegislature is, in the nature of things, su- ration are merely trustees for the public." 2 preme and without limitation, unless the Kent, Com. 12th ed. p. *306. Dillon says: limitation is found in the Constitution of the "Public, including municipal corporations, particular state. But in its proprietary or are called into being at the pleasure of the private character, the theory is that the pow- state, and while the state may, and in the ers are supposed not to be conferred, primar- case of municipal corporations usually does, ily or chiefly, from considerations connected it need not obtain the consent of the people with the government of the state at large, of the locality to be affected. The charter but for the private advantage of the compact or incorporating act of a municipal corporacommunity which is incorporated as a dis- tion is in no sense a contract between the tinct legal personality or corporate individ-state and the corporation, although, as we ual; and as to such powers, and to property shall presently see, vested rights in favor of acquired thereunder, and contracts made third persons, if not indeed in favor of the with reference thereto, the corporation is to corporation, or rather the community which be regarded quo ad hoc as a private corpora- is incorporated, may arise under it. Publi tion, or at least not public in the sense that corporations within the meaning of this rule the power of the legislature over it or the are such as are established for public purrights presented by it is omnipotent." I poses exclusively, that is, for purposes conDill. Mun. Corp. 4th ed. pp. 107, 108, § 67, nected with the administration of civil or of and authorities cited. local government, and corporations are public only when, in the language of Chief Justice Marshall, 'the whole interests and franchises are the exclusive property and domain of the government itself,' such as quasi corporations (so-called), counties and towns or cities upon which are conferred the powers

If, however, the property in question be regarded as in some sense held by the city in its governmental or public character, and therefore as public property devoted to public purposes, which is the interpretation of the state Constitution for which the city

of local administration. Subject to constitutional limitations presently to be noticed, the power of the legislature over such corporations is supreme and transcendent; it may, where there is no constitutional inhi[243]bition, erect, change, divide, and even abolish them, at pleasure, as it deems the public good to require." 1 Dill. Mun. Corp. 4th ed. p. 93, § 54.

In any view of the case there is no escape from the conclusion that the city of Covingtion has no contract with the state exempting the property in question from taxation, which is protected by the contract clause of the national Constitution.

Marvin v. Ellis, 9 Fed. Rep. 367; Coffin v. Haggin, 11 Fed. Rep. 219; Fountain v. Angelica, 12 Fed. Rep. 8; Farmington v. Pillsbury, 114 U. S. 138, 29 L. ed. 114; Detroit v. Dean, 106 U. S. 537, 27 L. ed. 300; McLean v. Valley County, 74 Fed. Rep. 389.

The court erred in refusing to hold the bonds in controversy void because they created a debt by loan in one year greater than that allowed by the Constitution of Colorado.

Lake County v. Graham, 130 U. S. 674, 32 L. ed. 1065; Lake County v. Rollins, 130 U. S. 662, 32 L. ed. 1060; Dixon County v. Field, 111 U. S. 83, 28 L. ed. 360; Hedges v. Dixon County, 150 U. S. 182, 37 L. ed. 1044. The court erred in holding that the bonds

Ferceiving no error in the record of which this court may take cognizance, the judg-in controversy were valid obligations of Lake ment is affirmed.

BOARD OF COUNTY COMMISSIONERS
OF THE COUNTY OF LAKE, COLO-
RADO, Petitioner,

v.

HARRY H. DUDLEY.

(See S. C. Reporter's ed. 243-255.)
Coupons of bonds of a corporation, payable
to bearer, suable in Federal courts-one
who is not the real owner cannot bring the
action.

1. Coupons of bonds made by a county, payable
to bearer, are excepted by the judiciary act of

2.

1888 from the general rule that an assignee
of a chose in action cannot sue unless his as-
signor can in a Federal court.

One who is not the real owner of coupons,
but in whom the apparent title was collusively
put, without his knowledge or request, merely
to make a case cognizable by a Federal court
on the grounds of diverse citizenship, cannot
bring an action on them in such court.

county.

Buchanan v. Litchfield, 102 U. S. 278, 26 L. ed. 138; Litchfield v. Ballou, 114 U. S. 190, 29 L. ed. 132; Doon Twp. v. Cummins, 142 U. S. 366,35 L. ed. 1044; Nesbitt v. Riverside Independent Dist. 144 U. S. 610, 36 L. ed. 562; Sutliff v. Lake County Comrs. 147 U. S. 230, 37 L. ed. 145; Graves v. Saline County, 161 U. S. 359, 40 L. ed. 732.

The court erred in holding that Lake county could, by receiving the benefit of and paying the interest on the bond issue in controversy, validate the same.

Marshall County Supers. v. Schenck, 5 Wall. 772, 18 L. ed. 556; Clay County v. Society for Savings, 104 U. S. 579, 26 L. ed. 856; Anderson County Comrs. v. Beal, 113 U. S. 227, 28 L. ed. 966.

The payment of interest will not validate a municipal bond issue without authority of law.