The only questions raised by the findings and conclusions of law, and upon which the tax certificates forming a large part of the plaintiff’s cause of action were excluded, are: —
I. Can tax certificates, issued to a county, be transferred by such county without assignment in writing?
*4922. Can a town become the purchaser and owner of tax certificates, and, if so, will the statute of limitation, see. 1, ch. 112, Laws of 1867, run against such town while such owner?
These questions will be considered in their order.
1. Counties cannot become purchasers at tax sales, or owners of tax certificates, without express statutory authority, and such is the disability of all municipal corporations. Knox v. Peterson, 21 Wis., 247; Sprague v. Cœnan, 30 id., 209. Such authority is expressly given to counties, and under limitations, lay sec. 9, ch. 22, Laws of 1859. Whether the power thus given to counties to purchase at tax sales, and hold tax certificates, implies the further power to sell such certificates and transfer them by proper assignment, it is not necessary to decide; for sec. 1, ch. 138, Laws of 1861, expressly confers such power, “ to sell, and Pi-ansfer by assignment, any certificate of sale of land for delinquent taxes, etc., to any person offering to purchase,” etc.
The language is clear and explicit as to the necessity of an assignment in form to effect a transfer of such certificates; and other statutes authorize assignment by indorsement; and if such certificates are instruments of such a character that they cannot be transferred without assignment in writing, the first question is answered. A tax certificate is a certificate of the sale of land on account of the nonpayment of taxes, in consideration of the payment of such taxes by the purchaser, and entitles the holder, under certain conditions, to a legal conveyance of the land. It is in no sense a negotiable instrument, a chose in action, or a chattel interest. It is evidence of an equitable title to the land itself, and enables the purchaser, on certain conditions, and in a certain time, to call in the legal title. It savors so strongly of realty, that such title descends to the heir, and is not assets in the hands of the executor, and stands upon the same footing as a certificate of entry of government lands, or a certificate of purchase, made by a sheriff, of lands sold on execution. Lessee of Rice v. *493White, 8 Ohio, 216; Dikeman v. Dikeman, 11 Paige, 484. In its essential character as conveying an interest in lands, it is precisely like what is called a school-land certificate, which this court has held can only be assigned in writing. Smith v. Clark, 7 Wis., 551. Without such an assignment in writing, the pretended purchaser and holder of the tax certificate cannot maintain an action against the county on the ground of the illegality of the taxes paid thereon, as in this ease.
The circuit -court properly excluded the tax certificates not thus assigned. Capron v. The Board of Supervisors of Adams County, 43 Wis., 613.
2. Whether towns are “ municipal corporations,'' in a strict legal sense, is a question which the lamented Chief Justice WiiitoN, in Norton v. Peck, 3 Wis., 714, says “is not of easy solution; ” but, in construing the meaning of this designation in the statute considered in that case, it was held that “ municipal corporations'' as used in the constitution of this state, do not embrace towns. Towns are often called in common parlance, and sometimes unguardedly in statutes, mtmicipal corporations, in connection with counties, cities and villages; but when so called, it is in the sense of mere corporations, or quasi corporations, or of corporations sub modo, only, and not in the sense of municipalities proper.
These words, when used in our own statutes, must be received in their strict and constitutional sense, unless it was clearly the intention of the legislature, in a given statute, that they should have a more extended signification. No such intention seems to be apparent in the proviso mf sec. 1, ch. 112, Laws of 1867, in the use of the words counties or rrmnicipal corporations/ ” and this language should i oi be construed to embrace towns and school districts, but rather to exclude them.
Reference is here made to the above statute of limitation, because, if towns are embraced in the language used in said proviso, then the first part of this question is answered in the *494affirmative, and it must be assumed that towns have the power to purchase and own tax certificates, and, as such owners, are exempt from the operation of that statute.
Cities and villages, by the statute, have the right to purchase at tax sales, and hold tax certificates, the same as counties; and they are strictly municipal corporations; so that the language of the proviso must be held to mean, counties and cities and villages, and any other municipal corporations strictly so called, and not to embrace towns, school districts and other quasi corporations. In Knox v. Peterson and Sprague v. Cœnan, supra, it is held that a city cannot purchase at tax sale without express authority by statute; and, though counties are allowed by statute to purchase at tax sales, they must follow strictly such authority, and cannot so purchase jointly with an individual; and towns are as limited in power in these respects as municipal corporations. Blackwell on Tax Titles, 449. If, then, a town cannot become a purchaser at a fax sale without express statutory authority, how can it be claimed that a town can become the purchaser of a tax certificate, either from a county or an individual, without such express authority?
The authority and consequences would be the same, whether a town should be the original purchaser or the assignee of such purchaser. What is not allowed to be done directly, cannot be done indirectly.
In either case, the town could sell the certificate or take a deed of the land, or, in case of the illegality of the tax, sue the county for the repayment of the consideration, or embark generally in tax-title dealings and speculations. Towns are the creatures of the law, with limited and clearly defined powers, and can do nothing which is not expressly authorized, or clearly implied from authority expressly conferred, within the scope of the legitimate objects and purposes of such a corporation; and certainly such objects and purposes do not embrace speculation in tax titles, so commonly attended with *495litigation, perplexity and mischief. That towns, in certain limited and necessary cases, may take and hold real estate, is foreign to this question.
Ye conclude, then, that towns are not authorized to purchase or own tax certificates, and the intervention of a town, as the pretended owner of tax certificates, does not suspend the statutory limitation of action on such certificates.
By the Court. — The judgment of the circuit court is affirmed, with costs.