Opinion of the Court. 236 U.S. the mortgage represented cash advanced at the time it was given. No order having been made in the bankruptcy court as to whether the lien of the attachment should be preserved for the benefit of the estate, the case is sent back to that court without prejudice to further action on that point. 200 Fed. Rep. 747, reversed. THE facts, which involve the validity of a chattel mortgage and the lien thereof on goods of the bankrupt, are stated in the opinion. Mr. James H. Duffy pro se. Mr. William Charak pro se. MR. JUSTICE HOLMES delivered the opinion of the court. This is a proceeding by a trustee in bankruptcy to obtain the surrender of the proceeds of goods in possession of the appellant and sold by him under an agreement with the trustee, without prejudice to the rights of the parties in the property. The petition in bankruptcy was filed on May 26, 1909. The appellant claims under a mortgage to him for $5675, made on March 2, 1909, but admits that $4175 of this sum was a preëxisting debt and claims only $1500, lent on the day when the mortgage was given. The mortgage was not recorded, and on May 24, 1909, the goods were attached by a third person, the shop where they were was closed and no more business was done. Afterwards on the same day the mortgagee put in a keeper subject to the possession of the sheriff's officer. On May 25 he notified the deputy sheriff of his claim and also gave notice to the bankrupt that the property was in his possession and that he intended to foreclose. The latter notice was recorded on May 26, after the filing of the petition in bankruptcy on that day. Under the Massachusetts laws the unrecorded mortgage was invalid against others than the parties unless the property was delivered to and retained by the mortgagee, Rev. Laws, c. 198, § 1. The District Court and the Circuit Court of Appeals held the mortgage void on the ground that the deputy sheriff's possession was exclusive and that therefore what was done by the mortgagee on May 24 and 25 had no effect. 193 Fed. Rep. 533. 200 Fed. Rep. 747; 119 C. C. A. 191. The main question before us is whether this ruling is right. We may assume that the trustee in bankruptcy is not a party within the meaning of the Massachusetts act. For although there have been decisions by the courts of the United States that the assignee under former acts is the bankrupt, that is to say that he is a universal successor who like the executor represents the person of him to whom he succeeds, the Supreme Court of the State has established the construction of the Massachusetts statute. Humphrey v. Tatman, 198 U. S. 91, 93. Haskell v. Merrill, 179 Massachusetts, 120, 124. Clark v. Williams, 190 Massachusetts, 219, 223. We assume on the other hand that if possession was delivered and retained, within the meaning of the act, at any time before the bankruptcy, the title of the mortgagee will be good. Blanchard v. Cooke, 144 Massachusetts, 207, 227. Keepers v. Fleitmann, 213 Massachusetts, 210, 211. Humphrey v. Tatman, supra. Moreover a taking possession under the power in the mortgage is a delivery that satisfies the statute. Keepers v. Fleitmann, supra. So the issue is narrowed to the precise point of the ruling below. We agree that the possession of the deputy sheriff was exclusive and that there cannot be two possessions properly so called at the same time. But that which would be deemed a delivery sufficient to make a sale good as against attaching creditors, also satisfies the statute. Clark v. Williams, 190 Massachusetts, 219, 222. Wright v. Tetlow, 99 Massachusetts, 397, 400. And it is familiar that what Opinion of the Court. 236 U. S. is called a change of possession may be accomplished when the goods are in the hands of a third person claiming a lien. Hallgarten v. Oldham, 135 Massachusetts, 1, 9, 10. Union Trust Co. v. Wilson, 198 U. S. 530, 536. Accordingly goods under attachment may be sold or mortgaged upon notice to the officer, as effectively as if a true delivery took place. Grant v. Lyman, 4 Met. 470, 477. Mann v. Huston, 1 Gray, 250, 253. Clark v. Williams, supra. The acts of the appellant had the same effect as if the mortgagor had been present and assenting, Keepers v. Fleitmann, 213 Massachusetts, 210, and we see in the attachment no sufficient ground for denying him his security. The mortgage embraced after acquired property with power of sale and substitution in the mortgagor, but we assume that it was good under Massachusetts law. Blanchard v. Cooke, 144 Massachusetts, 207. Thompson v. Fairbanks, 196 U. S. 516. Whether or not the lien of the attachment should be preserved for the benefit of the estate, and whether it still is open to the Bankruptcy Court to make an order to that effect if on due notice it should deem just, is not before us. No such order has been made. The decree will be reversed without prejudice to further action upon that point. Decree reversed. 936 U. S. Argument for Petitioner. BOARD OF COUNTY COMMISSIONERS OF THE CITY AND COUNTY OF DENVER v. HOME SAVINGS BANK. WRIT OF CERTIORARI TO THE CIRCUIT COURT OF APPEALS FOR THE EIGHTH CIRCUIT. No. 126. Argued January 15, 1915.-Decided January 25, 1915. No exception or bill of exception is necessary to open a question of law apparent on the record where the record shows no waiver of rights of plaintiffs in error. Nalle v. Oyster, 230 U. S. 165. When a municipality is authorized to raise money by sale of bonds this court will take it that the authority extends to putting the bonds in the form that would be necessary to obtain a purchaser. And this applies also to certificates of indebtedness. There is no essential difference between bonds of a municipality and its certificates of indebtedness, and in this case held that the purchasers for value before maturity and in good faith of negotiable certificates of indebtedness of the City of Denver were entitled to recover, and the defense that the authority to issue certificates did not authorize making them negotiable could not be maintained. 200 Fed. Rep. 28, affirmed. THE facts, which involve the validity of certificates of indebtedness issued by the City and County of Denver in payment for voting machines, are stated in the opinion. Mr. Charles R. Brock, with whom Mr. I. N. Stevens, Mr. Milton Smith and Mr. William H. Ferguson were on the brief, for petitioner: An exception to the ruling of the trial court upon a demurrer is not a condition precedent to the right to have that ruling reviewed upon writ of error, and such an exception is unauthorized by any rule at common law or in the Federal courts. Barnes v. Scott, 11 So. Rep. 48; 3 Blackstone, p. 372; Chateaugay Ore Co., Petitioner, 128 Argument for Petitioner. 236 U.S. U. S. 544; Manning v. German Ins. Co., 107 Fed. Rep. 52; Consumers Oil Co. v. Ashburn, 81 Fed. Rep. 331; Aurora v. West, 7 Wall. 82; Clune v. United States, 159 U. S. 590; 1 Coke upon Littleton, § 155b, note; Doty v. Jewett, 19 Fed. Rep. 337; 3 Ency. Pl. & Pr., pp. 378, 404; Francisco v. Chi. & Alt. R. R., 149 Fed. Rep. 354; Ghost v. United States, 168 Fed. Rep. 841; Hanna v. Maas, 122 U. S. 24; Hopkins' New Fed. Eq. Rules, p. 10; Knight v. Ill. Cent. R. R., 180 Fed. Rep. 368; Lowry v. Mount Adams R. R., 68 Fed. Rep. 827; Mitsui v. St. Paul Ins. Co., 202 Fed. Rep. 26; Newport News Ry. v. Pace, 158 U. S. 36; Potter v. United States, 122 Fed. Rep. 49; Preble v. Bates, 40 Fed. Rep. 745; Pickett v. Legerwood, 7 Pet. 144; Railway Co. v. Heck, 102 U. S. 120; Rev. Stat., § 953; Rule 4, Supreme Court U.S.; Rule 10, U. S. C. C. App.; Rogers v. Burlington, 3 Wall. 654; Statute of Westminster, 2, 13 Edw. I, c. 31; Stephen on Pleading (Tyler's ed.), p. 142; Suydam v. Williamson, 20 How. 427; Tullis v. Lake Erie & W. Ry., 105 Fed. Rep. 554; Webb v. National Bank, 146 Fed. Rep. 717. As respects the power or authority of the Board of County Commissioners of the City and County of Denver to issue negotiable certificates of indebtedness, see Const., Colorado, Art. VII, §8; Rev. Stats., Colorado, 1908, § 2341; Sess. Laws, Colorado, 1905, p. 222. Neither § 8 of Art. VII of the constitution of Colorado, nor the act of 1905, authorizes the Board of County Commissioners of the City and County of Denver to issue negotiable certificates of indebtedness, and the certificate and coupon sued upon, being negotiable in form, are therefore absolutely void. Barnett v. Denison, 145 U. S. 135; Brenham v. Bank, 144 U. S. 173; Const. of Colorado, Art. VII, §8; Coffin v. Commissioners, 57 Fed. Rep. 139; German Ins. Co. v. Manning, 95 Fed. Rep. 597; Hedges v. Dixon Co., 150 U. S. 182; Mayor v. Ray, 19 Wall. 468; Merrill v. Monticello, 138 U. S. 673; National |