Raoul Lee, a former employee of Lockheed Martin Operations Services, Inc. (“LMOS”), filed suit against LMOS, alleging: 1 (1) violation of Cal. Lab.Code Ann. *506 § 970 (West 2003); 2 (2) promissory fraud; (3) intentional concealment and omission of known material facts; (4) negligent misrepresentation; (5) breach of contract; (6) breach of the implied covenant of good faith and fair dealing; (7) violation of Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. §§ 2000e to 2000e-17 (2000) (“Title VU”); and (8) violation of the Age Discrimination in Employment Act, 29 U.S.C. §§ 621 to 634 (2000) (“ADEA”). The jury found for LMOS on all claims. The district court denied Lee’s motion for new trial, and Lee appeals, giving rise to No. 05-1959. 3 LMOS cross-appeals, challenging the district court’s application of choice of law principles, giving rise to No. 05-1976.

First, Lee asserts that the district court erred by issuing narrower jury instructions than those requested by Lee. 4 In diversity cases, the content of jury instructions is governed by state law, while the form of the instructions is governed by federal law. Hardin v. Ski Venture, Inc., 50 F.3d 1291, 1293 (4th Cir. 1995). We review the jury instructions for abuse of discretion. Chaudhry v. Gallerizzo, 174 F.3d 394, 408 (4th Cir. 1999). On review, jury instructions must be viewed as a whole, and even where jury instructions are flawed, there can be no reversal unless the error seriously prejudiced the plaintiffs case. Hardin, 50 F.3d at 1294, 1296. We have carefully reviewed the jury instructions in this case in light of the evidence presented at trial, and we find no reversible error. 5

Lee next challenges a clarifying instruction 6 given in response to a question from the jury during deliberations. We review a district court’s decision to respond to a jury’s question, and the form of that response, for abuse of discretion. United States v. Smith, 62 F.3d 641, 646 (4th Cir. 1995). “[I] n responding to a jury’s request for clarification on a charge, the district court’s duty is simply to respond to the jury’s apparent source of confusion fairly and accurately without creating prejudice.” Id. An error requires reversal only if it is prejudicial in the context of the record as a whole. See United States v. United Med. & Surgical Supply Corp., 989 F.2d 1390, 1406-07 (4th Cir. 1993). We conclude that the district court’s response in this case was fair and accurate, and was *507 certainly not prejudicial when judged on the record as a whole.

Lee also challenges the district court’s denial of his Fed.R.Civ.P. 59(a) motion for a new trial. “[T]he granting or refusing of a new trial is a matter resting in the sound discretion of the trial judge, and ... his action thereon is not reviewable upon appeal, save in the most exceptional circumstances.” Aetna Cas. & Sur. Co. v. Yeatts, 122 F.2d 350, 354 (4th Cir. 1941). Lee has offered no exceptional circumstances that would warrant a finding that the trial court abused its discretion. Thus, there was no error in denying the motion for a new trial. 7

We affirm the judgment of the district court. In light of this decision, we have no occasion to address the claim presented in LMOS’s cross-appeal. We dispense -with oral argument because the facts and legal contentions are adequately presented in the materials before the court and argument would not aid the decisional process.

AFFIRMED.